BOSTON SCIENTIFIC CORP
AMENDED RECEIVABLES SALE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>exhibit10-2_15574.txt
<DESCRIPTION>AMENDED RECEIVABLES SALE AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.2
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                                                                  EXECUTION COPY
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                              AMENDED AND RESTATED
                           RECEIVABLES SALE AGREEMENT

                          DATED AS OF NOVEMBER 7, 2007


                                     BETWEEN

        BOSTON SCIENTIFIC CORPORATION AND EACH OF ITS DIRECT OR INDIRECT
                WHOLLY-OWNED SUBSIDIARIES THAT HEREAFTER BECOMES
                               A SELLER HEREUNDER,
                                 AS THE SELLERS,


                                       AND

                         BOSTON SCIENTIFIC FUNDING LLC,
                                  AS THE BUYER




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<PAGE>

                                TABLE OF CONTENTS
                                                                            PAGE
                                                                            ----

ARTICLE I.     CAPITALIZATION OF THE BUYER AND AMOUNTS AND TERMS OF
                 THE PURCHASES................................................1

  Section 1.1       Capitalization of the Buyer...............................1

  Section 1.2       Purchases of Receivables..................................2

  Section 1.3       Payment for the Purchases.................................3

  Section 1.4       Purchase Price Credit Adjustments.........................4

  Section 1.5       Payments and Computations, Etc............................4

  Section 1.6       Transfer of Records.......................................5

  Section 1.7       Characterization; Granting Clause.........................5

ARTICLE II.    REPRESENTATIONS AND WARRANTIES.................................6

  Section 2.1       Representations of the Sellers............................6

ARTICLE III.   CONDITIONS OF PURCHASES.......................................11

  Section 3.1       Conditions Precedent to Initial Purchase.................11

  Section 3.2       Conditions Precedent to All Purchases (including
                      the Purchase from Each Seller on its Applicable
                      Closing Date)..........................................12

  Section 3.3       Reaffirmation of Representations and Warranties..........12

  Section 3.4       Conditions Precedent to Effectiveness....................13

ARTICLE IV.    COVENANTS.....................................................13

  Section 4.1       Affirmative Covenants....................................13

  Section 4.2       Reporting Requirements...................................15

  Section 4.3       Negative Covenants.......................................17

ARTICLE V.     JOINDER OF ADDITIONAL SELLERS.................................19

  Section 5.1       Addition of New Sellers..................................19

  Section 5.2       Documentation............................................19

ARTICLE VI.    ADDITIONAL RIGHTS AND OBLIGATIONS IN  RESPECT OF THE
                 RECEIVABLES.................................................20

  Section 6.1       Rights of the Buyer......................................20

  Section 6.2       Responsibilities of the Sellers..........................20

  Section 6.3       Further Action Evidencing Purchases......................21

  Section 6.4       Application of Collections...............................21

ARTICLE VII.   INDEMNIFICATION...............................................21

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  Section 7.1       Indemnities by the Sellers...............................21

  Section 7.2       Contribution.............................................24

ARTICLE VIII.  MISCELLANEOUS.................................................24

  Section 8.1       Waivers and Amendments...................................24

  Section 8.2       Notices, Etc.............................................24

  Section 8.3       Cumulative Remedies......................................24

  Section 8.4       Binding Effect; Assignability............................25

  Section 8.5       Governing Law............................................25

  Section 8.6       Costs, Expenses and Taxes................................25

  Section 8.7       Submission to Jurisdiction...............................26

  Section 8.8       Waiver of Jury Trial.....................................26

  Section 8.9       Captions and Cross References; Incorporation
                      by Reference...........................................26

  Section 8.10      Execution in Counterparts................................26

  Section 8.11      Acknowledgment and Agreement.............................27

  Section 8.12      No Proceedings...........................................27

  Section 8.13      Confidentiality..........................................27

  Section 8.14      Loans by Buyer to Originator.............................27

  Section 8.15      No Recourse Against Other Parties........................27


                         ANNEXES, EXHIBITS AND SCHEDULES

ANNEX A - definitions

EXHIBIT A - FORM OF PURCHASE REPORT..................................

EXHIBIT B - FORM OF SUBORDINATED NOTE................................

EXHIBIT C - CREDIT AND COLLECTION POLICIES...........................

EXHIBIT D - FORM OF JOINDER AGREEMENT................................

SCHEDULE 2.1(r) - ORGANIZATIONAL ID NUMBERS; JURISIDICTIONS OF
                  ORGANIZATION; CHIEF EXECUTIVE OFFICE ADDRESSES;
                  LOCATION(S) WHERE RECORDS ARE KEPT.................


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                 AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT

          THIS AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (as amended,
supplemented, restated or otherwise modified from time to time, this
"AGREEMENT"), dated as of November 7, 2007, is entered into by and between:

          (1) Boston Scientific Corporation, a Delaware corporation ("BSX"), and
     each of the direct or indirect, wholly-owned domestic subsidiaries of BSX
     that hereafter becomes a party hereto by executing a joinder agreement in
     the form of Exhibit D hereto (each, a "JOINDER AGREEMENT"), as sellers
     (each, a "SELLER" and collectively, the "SELLERS"), and

          (2) Boston Scientific Funding LLC, a Delaware limited liability
     company, as purchaser (the "BUYER").

Unless otherwise indicated, capitalized terms used in this Agreement are defined
in ANNEX A hereto or, if not defined therein, in that certain Amended and
Restated Credit and Security Agreement dated as of November 7, 2007, by and
among the Buyer, as "Borrower," BSX, as "Initial Servicer," Old Line Funding,
LLC, Victory Receivables Corporation, The Bank of Tokyo-Mitsubishi UFJ Ltd., New
York Branch, individually and as "Victory Agent," and Royal Bank of Canada,
individually, as "Old Line Agent" and as "Administrative Agent" (as amended,
supplemented, restated, joined or otherwise modified from time to time in
accordance with the terms thereof, the "CREDIT AND SECURITY AGREEMENT"). In
addition ANNEX A sets forth certain rules of interpretation that are applicable
to this Agreement and the other Transaction Documents.

                              W I T N E S S E T H :

          WHEREAS, the parties hereto are parties to a Receivables Sale
Agreement dated as of August 16, 2002 and previously amended (the "ORIGINAL
RSA"); and

          WHEREAS, the parties hereto desire to further amend the Original RSA
as of the date hereof;

          NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

                ARTICLE I CAPITALIZATION OF THE BUYER AND AMOUNTS
                           AND TERMS OF THE PURCHASES

          Section 1.1 Capitalization of the Buyer. Effective on the Initial
Closing Date, BSX contributed to the Buyer's capital, in exchange for all of the
Buyer's Equity Interests all of BSX's Receivables existing as of the Initial
Cutoff Date and all Related Security and proceeds with respect thereto (such
Receivables, the "INITIAL CONTRIBUTED RECEIVABLES").

<PAGE>

          Section 1.2 Purchases of Receivables.

          (a) Effective on the Applicable Closing Date for each Seller, in
consideration for the Purchase Price and upon the terms and subject to the
conditions set forth herein, each such Seller does hereby sell to the Buyer,
without recourse (except to the extent expressly provided herein), and the Buyer
does hereby purchase from such Seller, all of such Seller's right, title and
interest in and to such Seller's Receivables, the Related Security and all
proceeds received subsequent to the Seller's Applicable Cut-Off Date of the
foregoing (other than any such assets contributed to Buyer pursuant to Section
1.1 above), in each case, whether now existing or hereafter arising or acquired.

          (b) Each Seller's Receivables existing as of such Seller's Applicable
Cut-Off Date are hereby sold or contributed, as applicable, to Buyer on such
Seller's Applicable Closing Date. Each of such Seller's Receivables arising
after such Seller's Applicable Cut-Off Date and on or prior to its Sale
Termination Date shall be deemed to have been sold to Buyer immediately (and
without further action by any Person) upon the creation of such Receivable. The
Related Security with respect to each Receivable (and proceeds of such
Receivable and Related Security) shall be sold at the same time as such
Receivable together with all related proceeds received on or after the Seller's
Applicable Cut-Off Date.

          (c) It is the intention of the parties hereto that each conveyance of
Receivables made under this Agreement shall constitute an outright "sale of
accounts" (as such terms are used in Article 9 of the UCC) or other absolute
transfer, which is absolute and irrevocable and shall provide the Buyer with the
full benefits of ownership of the Receivables and the associated Related
Security. Except for the Purchase Price Credits owed pursuant to Section 1.4,
each conveyance of Receivables hereunder is made without recourse to the
applicable Seller; PROVIDED, HOWEVER, that (i) each Seller will be liable to the
Buyer for all representations, warranties, covenants and indemnities made by
such Seller pursuant to the terms of the Transaction Documents to which such
Seller is a party, and (ii) such conveyance does not constitute and is not
intended to result in an assumption by the Buyer or any assignee thereof of any
obligation of such Seller or any other Person arising in connection with the
Receivables, the related Contracts and/or other Related Security or any other
obligations of such Seller. In view of the intention of the parties hereto that
the conveyances of Receivables made hereunder shall constitute outright sales of
such Receivables rather than loans secured thereby, each Seller agrees that it
will, on or prior to its Applicable Closing Date, mark its summary aged trial
balance reports with the legend required by Section 3.1(i) hereof.

          (d) Nothing herein shall be deemed to preclude BSX from contributing
to the Buyer's capital, in lieu of selling, Receivables originated by BSX in
addition to the Initial Contributed Receivables together with the Related
Security associated therewith, and any such contribution is made with the
intention that each such contribution, if any, will be made with the same
intentions as are set forth in Section 1.2(c) above. No Purchase Price shall be
payable in respect of any contributed Receivable or its associated Related
Security.

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          Section 1.3 Payment for the Purchases.

          (a) The Purchase Price for each purchase of Receivables (other than
Initial Contributed Receivables) and Related Security from any Seller will be
payable in full by the Buyer to such Seller on its date of sale or deemed sale
in accordance with Section 1.2(b) (except that the Buyer may, with respect to
any such purchase, offset against such Purchase Price any amounts due and owing
from such Seller to the Buyer hereunder), and shall be paid to such Seller in
one or both of the following manners:

          (i) by delivery of immediately available funds, to the extent of the
     Buyer's Available Funds; and

          (ii) solely to the extent such Available Funds are insufficient to pay
     the full amount of Purchase Price then due and owing, by delivery of a
     Subordinated Note made by the Buyer to the applicable Seller (and making a
     notation of a Subordinated Loan thereunder), so long as the aggregate
     principal amount of Subordinated Loans outstanding at any one time under
     such Subordinated Notes does not exceed the lesser of (A) the aggregate
     remaining unpaid portion of such Purchase Price, and (B) the maximum
     Subordinated Loan that could be borrowed without rendering the Buyer's Net
     Worth less than the Required Capital Amount.

          (b) Subject to the limitations set forth in Section 1.3(a)(ii), each
of the Sellers irrevocably agrees to advance each Subordinated Loan requested by
the Buyer on or prior to such Seller's Sale Termination Date. The Subordinated
Loans owing to each Seller will be evidenced by, and shall be payable in
accordance with the terms and provisions, of its Subordinated Note and shall be
payable solely from Available Funds at the time of each such payment. Each
Seller is hereby authorized by the Buyer to endorse on the schedule attached to
its Subordinated Note an appropriate notation evidencing the date and amount of
each Subordinated Loan thereunder, as well as the date of each payment with
respect thereto, PROVIDED that the failure to make such notation shall not
affect any obligation of the Buyer thereunder.

          (c) On each Monthly Reporting Date after its Applicable Closing Date,
each Seller will (or shall require the Servicer to) deliver to the Buyer and the
Agents a report in substantially the form of Exhibit A hereto (each such report
being herein called a "PURCHASE REPORT") with respect to the Receivables sold by
such Seller to the Buyer during the Calculation Period then most recently ended.
Each such Purchase Report shall list the applicable Seller separately and shall
specify, as applicable: (i) the Receivables sold by such Seller during the
Calculation Period then most recently ended, and (ii) the amount of the
Receivables described in the foregoing clause (i) that were Eligible Receivables
on the date they were acquired by the Buyer.

          (d) Although the Purchase Price for each purchase of Receivables and
Related Security shall be due and payable in full by the Buyer to the applicable
Seller on the date of such purchase, settlement of the Purchase Price between
the Buyer and such Seller will be effected

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on monthly Settlement Dates with respect to all purchases within the most
recently ended Calculation Period and based on the information contained in the
Purchase Report delivered for such Calculation Period pursuant to Section
1.3(c). Although cash settlements shall be effected on monthly Settlement Dates,
increases or decreases in the Subordinated Loans shall be deemed to have
occurred and shall be effective as of the last Business Day of the Calculation
Period to which such settlement relates.

          Section 1.4 Purchase Price Credit Adjustments. If on any day:

          (a) the aggregate Outstanding Balance of the Receivables originated by
any Seller as reflected in the preceding Purchase Report (net of any positive
adjustments) has been reduced or canceled for any of the following reasons:

          (i) as a result of any rejected, defective or returned services or
     merchandise, any cash discount or any other adjustment by the applicable
     Seller or any Affiliate thereof (regardless of whether the same is treated
     by such Seller or Affiliate as a write-off), or as a result of any
     surcharge or other governmental or regulatory action, or

          (ii) as a result of any setoff or breach of the underlying agreement
     in respect of any claim by the Obligor thereof against the applicable
     Seller, Buyer or any Affiliate of the foregoing (whether such claim arises
     out of the same or a related or an unrelated transaction), or

          (iii) on account of the obligation of the applicable Seller or any
     Affiliate thereof to pay to the related Obligor any rebate or refund, or

          (iv) as a result of any Outstanding Balance of any Receivable on the
     date of its sale or contribution proving to have been less on such date
     than the amount reflected on the applicable Purchase Report, or

          (b) any of the representations or warranties of the applicable Seller
set forth in Section 2.1(a), (k) or (s) was not true when made with respect to
any Receivable originated by it, or any of the representations or warranties of
the applicable Seller set forth in Section 2.1(t) is no longer true with respect
to any Receivable originated by it,

then, in such event, the Buyer shall be entitled to a credit (each, a "PURCHASE
PRICE CREDIT") against the Purchase Price otherwise payable hereunder equal to
(A) the amount of such reduction, cancellation or overstatement, in the case of
the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and (B) in the full
amount of the Outstanding Balance of such Receivable in the case of the
preceding clause (b). If such Purchase Price Credit exceeds the original
Outstanding Balance of the Receivables to be sold by the applicable Seller on
the date of a purchase, then the applicable Seller will pay to the Buyer the
remaining amount of such Purchase Price Credit in cash not later than the next
Business Day; PROVIDED that if such Seller's Sale Termination Date has not
occurred, such Seller will be allowed to deduct the remaining amount of such
Purchase Price Credit from any Indebtedness owed to it under its Subordinated
Note.

          Section 1.5 Payments and Computations, Etc. All amounts to be paid or
deposited by the Buyer hereunder shall be paid or deposited in accordance with
the terms hereof on the day when due in immediately available funds to the
account of the applicable Seller designated from time to time by such Seller or
as otherwise directed by such Seller. In the event

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that any payment owed by any Person hereunder becomes due on a day that is not a
Business Day, then such payment shall be made on the next succeeding Business
Day. If any Person fails to pay any amount hereunder when due, such Person
agrees to pay, on demand, interest on the past due amount at the Default Rate
until paid in full; PROVIDED, HOWEVER, that such interest shall not at any time
exceed the maximum rate permitted by applicable law. All computations of
interest payable hereunder shall be made on the basis of a year of 360 days for
the actual number of days (including the first but excluding the last day)
elapsed.

          Section 1.6 Transfer of Records.

          (a) In connection with the purchases of Receivables hereunder, each
Seller hereby sells, transfers, assigns and otherwise conveys to the Buyer all
of such Seller's right and title to and interest in the Records relating to all
Receivables sold hereunder, without the need for any further documentation in
connection with any purchase. In connection with such transfer, each Seller
hereby agrees that following any replacement of BSX (or one of its Affiliates)
as the Servicer, it will promptly grant access to Administrative Agent or to the
new Servicer, as the case may be, to all data embedded in or created by all
software used by such Seller to account for its Receivables, including, without
limitation, any print outs of such data,.

          (b) In addition to the requirements of Section 6.3, each Seller (i)
shall take such action requested by the Buyer and/or any of the Agents, from
time to time hereafter, that may be necessary or reasonably appropriate to
ensure that the Buyer has an enforceable ownership interest in the Records
relating to the Receivables purchased from such Seller hereunder, and (ii) shall
use its reasonable efforts to ensure that the Buyer and the Servicer each has an
enforceable right (whether by license or sublicense or otherwise) to use all of
the computer software used to account for the Receivables and/or to recreate
such Records.

          Section 1.7 Characterization; Granting Clause.

          (a) If, notwithstanding the intention of the parties expressed in
Section 1.2(c), any sale by any of the Sellers to the Buyer of Receivables
hereunder shall be characterized as a secured loan and not a sale, then this
Agreement shall be deemed to constitute a security agreement under the UCC and
other applicable law. For this purpose and without being in derogation of the
parties' intention that each sale of Receivables hereunder shall constitute a
true sale thereof, each of the Sellers hereby grants to the Buyer a duly
perfected security interest in all of such Seller's right, title and interest
in, to and under all of such Seller's Receivables now existing and hereafter
arising, and in all Related Security with respect thereto, which security
interest shall be prior to all other Liens thereto. After the occurrence of a
Seller's Sale Termination Event, the Buyer and its assigns shall have as against
the applicable Seller, in addition to the rights and remedies which they may
have under this Agreement, all other rights and remedies provided to a secured
creditor after default under the UCC and other applicable law, which rights and
remedies shall be cumulative.

          (b) Each Seller hereby covenants and agrees to do all things necessary
under each of its Contracts to facilitate collection of the Receivables arising
thereunder by the Buyer and its assigns, and to secure its obligations under
this Section 1.7(b).

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                    ARTICLE II REPRESENTATIONS AND WARRANTIES

          Section 2.1 Representations of the Sellers. In order to induce the
Buyer to enter into this Agreement and to make purchases and accept the
contributions hereunder, each Seller hereby makes the following representations
and warranties, as to itself, as of the date of each sale or contribution by it
hereunder; PROVIDED, HOWEVER, that so long as each of the Liquidity Banks
remains a party to the BSX Credit Agreement, no Seller will be required to
"date-down" its representation in Section 2.1(b) or 2.1(g) hereof:

          (a) Financial Condition. The consolidated balance sheet of BSX and its
consolidated Subsidiaries as at December 31, 2006 and December 31, 2005 and the
related consolidated statements of operations and of cash flows for the fiscal
years ended on such dates, reported on by Ernst & Young LLP, copies of which
have heretofore been furnished to Buyer and Lenders, are complete and correct
and present fairly the consolidated financial condition of BSX as at such dates,
and the consolidated results of its operations and its consolidated cash flows
for the fiscal years then ended. The unaudited consolidated balance sheet of BSX
and its consolidated Subsidiaries as at September 30, 2007 or, if later and
prior to the date of this Agreement, the date of BSX's most recent publicly
available Form 10-Q and the related unaudited consolidated statements of
operations and of cash flows for the fiscal period ended on such date, certified
by an Authorized Officer, copies of which have heretofore been furnished to
Buyer and each Lender, are complete and materially correct and present fairly
(subject to normal year-end audit adjustments) the consolidated financial
condition of BSX and its consolidated Subsidiaries as at such date, and the
consolidated results of its operations and its consolidated cash flows for the
fiscal period then ended. All such annual financial statements, including the
related schedules and notes thereto, were, as of the date prepared, prepared in
accordance with GAAP applied consistently throughout the periods involved
(except as approved by such accountants or an Authorized Officer, as the case
may be, and as disclosed therein). The quarterly financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly
statements do not include all of the information and footnotes required by GAAP
for complete financial statements. In the opinion of BSX, all adjustments
(consisting only of normal recurring accruals) considered necessary for a fair
presentation have been included. Neither BSX nor any of its consolidated
Subsidiaries had, at the date of the most recent balance sheet referred to
above, any material Guarantee Obligation, material contingent liability or
material liability for taxes, or any material long-term lease or material
unusual forward or long-term commitment, including, without limitation, any
interest rate or foreign currency swap or exchange transaction, which is not
reflected in the foregoing statements or in the notes thereto.

          (b) No Change. Since the date of the most recent financial statements
filed with BSX's Form 10-Q or Form 10-K (or the equivalent thereof) under the
Securities Exchange Act of 1934, as amended, there has been no development or
event which has had or could reasonably be expected to have a Seller Material
Adverse Effect.

          (c) Ownership of Such Seller. BSX owns, directly or indirectly, all
the issued and outstanding Equity Interests of (i) the Buyer and (ii) each of
the other Sellers (if any), and all of such Equity Interests are fully paid and
non-assessable.

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          (d) Corporate Existence; Compliance with Law. Each Seller and its
Subsidiaries (a) is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, (b) has the corporate or other
power and authority, and the legal right, to own and operate its property, to
lease the property it operates as lessee and to conduct the business in which it
is currently engaged, (c) is duly qualified as a foreign corporation or other
entity and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification and (d) is in compliance with all Requirements of
Law, except to the extent that the failure of the foregoing clauses (a), (c) and
(d) to be true and correct could not, in the aggregate, reasonably be expected
to have a Seller Material Adverse Effect.

          (e) Corporate Power; Authorization; Enforceable Obligations. Each
Seller has the corporate or other power and authority, and the legal right, to
make, deliver and perform its obligations under each Transaction Document to
which it is a party and to consummate the transactions herein and therein
contemplated and has taken all necessary corporate action to authorize the
consummation of the transactions herein and therein contemplated and to
authorize the execution, delivery and performance of the Transaction Documents
to which it is a party. Except for filings with respect to the disclosure of the
Transaction Documents pursuant to the Securities Exchange Act of 1934, as
amended (all of which filings shall be made at or prior to the time required by
applicable law), no consent or authorization of, filing with, notice to or other
act by or in respect of, any Governmental Authority or any other Person is
required with respect to such Seller or any of its Subsidiaries in connection
with the transactions hereunder or with the execution, delivery, performance,
validity or enforceability of the Transaction Documents to which such Seller is
a party. This Agreement and each other Transaction Document to which such Seller
is, or is to become, a party has been or will be, as applicable, duly executed
and delivered on behalf of such Seller. This Agreement and each other
Transaction Document to which such Seller is, or is to become, a party
constitutes or will constitute, as applicable, a legal, valid and binding
obligation of such Seller enforceable against such Seller in accordance with its
terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.

          (f) No Legal Bar. The execution, delivery and performance of the
Transaction Documents and transactions contemplated hereunder will not violate
any Requirement of Law or Contractual Obligation of such Seller or of any of its
Subsidiaries which could reasonably be expected to have a Seller Material
Adverse Effect and will not result in, or require, the creation or imposition of
any Lien (except for any Lien permitted by or created pursuant to any of the
Transaction Documents) on any of its or their respective properties or revenues
pursuant to any such Requirement of Law or Contractual Obligation which could
reasonably be expected to have a Material Adverse Effect.

          (g) No Material Litigation. Except as disclosed in BSX's most recent
publicly available Form 10-K or, if later, the date of BSX's most recent
publicly available Form 10-Q, no litigation, investigation or proceeding of or
before any arbitrator or Governmental Authority is pending or, to the knowledge
of such Seller, threatened by or against such Seller or any of its Subsidiaries
or against any of its or its respective properties or revenues (a) with

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respect to any of the Transaction Documents or any of the transactions
contemplated hereby, or (b) which could reasonably be expected to have a Seller
Material Adverse Effect.

          (h) No Default. Neither such Seller nor any of its Subsidiaries is in
default under or with respect to any of its Contractual Obligations in excess of
$100,000,000. No Unmatured Amortization Event or Amortization Event has occurred
and is continuing.

          (i) Intentionally Omitted.

          (j) Taxes. Each of such Seller and its Subsidiaries has filed or
caused to be filed all tax returns which, to the knowledge of such Seller, are
required to be filed and has paid all taxes shown to be due and payable on said
returns or on any assessments made against it (other than any the amount or
validity of which are currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have been
provided on the books of such Seller or its Subsidiaries, as the case may be),
except to the extent that the failure to do so could not reasonably be expected
to result in a Seller Material Adverse Effect.

          (k) Federal Regulations. The use of all funds obtained by such Seller
under this Agreement or any other Transaction Document to which it is a party
will not violate Regulation U of the Board of Governors of the Federal Reserve
System as now and from time to time hereafter in effect.

          (l) ERISA. Neither a Reportable Event nor an "accumulated funding
deficiency" (within the meaning of Section 412 of the Code or Section 302 of
ERISA) has occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Plan other than a
Multiemployer Plan, and each Plan has complied in all material respects with the
applicable provisions of ERISA and the Code, where the liability which could be
reasonably expected to result could have a Seller Material Adverse Effect;
PROVIDED, HOWEVER, that with respect to any Multiemployer Plan, such
representation is made only to the knowledge of such Seller. No termination of a
Single Employer Plan pursuant to Section 4041(c) or 4042 of ERISA has occurred,
and no Lien in favor of the PBGC or a Plan has arisen, during such five-year
period. The present value of all accrued benefits under each Single Employer
Plan (based on those assumptions used to fund such Plans) did not, as of the
last annual valuation date prior to the date on which this representation is
made or deemed made, exceed the value of the assets of such Plan allocable to
such accrued benefits by a material amount. Neither such Seller nor any Commonly
Controlled Entity has had a complete or partial withdrawal from any
Multiemployer Plan and to the knowledge of such Seller, neither such Seller nor
any Commonly Controlled Entity would become subject to any liability under ERISA
if such Seller or any such Commonly Controlled Entity were to withdraw
completely from all Multiemployer Plans as of the valuation date most closely
preceding the date on which this representation is made or deemed made which
liability could be reasonably expected to result could have a Seller Material
Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent.

          (m) Investment Company Act; Other Regulations. Such Seller is not an
"investment company", or a company "controlled" by an "investment company",
within the

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meaning of the Investment Company Act of 1940, as amended. Such Seller is not
subject to regulation under any Federal or State statute or regulation (other
than Regulation X of the Board) which limits its ability to incur Indebtedness.

          (n) Disclosure. The statements and information contained herein and in
any of the information provided to the Agents or the Lenders (other than
financial projections) in connection with this Agreement, taken as a whole, do
not contain any untrue statement of any material fact, or omit to state a fact
necessary in order to make such statements or information not misleading in any
material respect, in each case in light of the circumstances under which such
statements were made or information provided as of the date so provided. Each
Purchase Report delivered by such Seller pursuant to this Agreement was true and
accurate in every material respect on the date specified in such report and did
not contain any material misstatement of fact or omit to state a material fact
or any fact necessary to make the statements contained therein not misleading.

          (o) Valid and Perfected Security Interest. Each such Receivable
originated by such Seller has been transferred to the Buyer free and clear of
any Lien except as created hereby or by the other Transaction Documents. Without
limiting the foregoing, such Seller has delivered to the Administrative Agent
(as the Buyer's assignee) in form suitable for filing all financing statements
or other similar instruments or documents necessary under the UCC of all
appropriate jurisdictions to perfect the Buyer's ownership interest in such
Receivable and the Administrative Agent's collateral assignment thereof. This
Agreement creates a valid security interest in each such Receivable and its
Related Security in favor of the Buyer, and, upon filing of the financing
statements described in the preceding sentence, together with UCC termination
statements delivered hereunder, such security interest will be a first priority
perfected security interest.

          (p) Nature of Receivables. Each Receivable constitutes an "Account"
and is not a "Health-care insurance receivable", in each case, as defined in the
UCC in effect in the State of New York.

          (q) Title to Receivables and Quality of Title.

          (i) Upon issuance of its shares of capital stock to BSX (in the case
     of Initial Contributed Receivables and any Receivables that BSX, in its
     sole discretion, may elect to contribute thereafter) and payment of the
     applicable Purchase Price for each purchased Receivable in one or both of
     the manners permitted by this Agreement, the Buyer will have irrevocably
     obtained all legal and equitable title to such Receivable and its Related
     Security (other than any Related Security constituting a Contract that
     contains a prohibition on assignment, in which case the Buyer has obtained
     a valid and perfected first priority perfected security interest in the
     applicable Seller's right to receive payments thereunder to the extent
     contemplated by Section 9-406 of the UCC of the applicable jurisdiction),
     and the Buyer has the legal right to sell and encumber, each such
     Receivable and its Related Security. Without limiting the foregoing, there
     have been duly filed all financing statements or other similar instruments
     or documents necessary under the UCC of all appropriate jurisdictions to
     perfect the Buyer's ownership interest in such Receivable.

                                        9
<PAGE>

          (ii) No financing statement or other instrument similar in effect
     covering any portion of the Collateral is on file in any recording office
     except such as may be filed (A) in favor of a Seller in accordance with the
     Contracts, (B) in favor of the Buyer and its assigns in connection with
     this Agreement, (C) in favor of the Administrative Agent in accordance with
     the Credit and Security Agreement, (D) in connection with any Lien arising
     solely as the result of any action taken by the Administrative Agent or one
     of the Secured Parties, or (E) which shall be terminated or amended
     pursuant to the UCC termination statements or amendments delivered
     hereunder.

          (r) Offices. The chief executive office of such Seller is located at
the address set forth for it on Schedule 2.1(r) hereto or its Joinder Agreement,
as applicable, and the offices where such Seller keep all books, records and
documents evidencing the Receivables originated by it (other than books, records
and documents that are stored off-site with respect to Receivables which are no
longer outstanding or which have been written-off), the related material
Contracts and all purchase orders and other agreements related to such
Receivables are located at the addresses specified in Schedule 2.1(r) hereto or
its Joinder Agreement (or at such other locations, notified to the Buyer in
accordance with Section 4.3(g), in jurisdictions where all action required by
Section 4.3(g) has been taken and completed). As of the date hereof, such Seller
is a "registered organization" (within the meaning of Section 9-102 of the UCC
as in effect in its jurisdiction of organization). Since the date of this
Agreement, such Seller has not changed its jurisdiction of organization.

          (s) Collection Accounts. Such Seller has instructed all Obligors
thereon to pay all Collections either directly by mail addressed to a Lockbox
listed on Exhibit IV to the Credit and Security Agreement which is subject to a
Collection Account Agreement, or by wire transfer or other electronic funds
transfer directly to a Collection Account listed on Exhibit IV to the Credit and
Security Agreement which is subject to a Collection Account Agreement. Such
Seller and the Buyer have caused each of the Collection Accounts that was in the
name of a Seller on the Initial Closing Date to be transferred to the Buyer and
into the Buyer's name.

          (t) Eligible Receivables. Each Receivable originated by such Seller
that is included as an Eligible Receivable on any Purchase Report was an
Eligible Receivable on the date on which it was sold or contributed to the Buyer
pursuant hereto.

          (u) Names. Except as set forth on Schedule 2.1(r), since January 1,
1997, such Seller has not used any legal names, trade names or assumed names
other than the name in which it has executed this Agreement.

          (v) Credit and Collection Policy. With respect to the Receivables
originated by such Seller, such Seller has complied in all material respects
with its applicable Credit and Collection Policy, and no change has been made to
such Credit and Collection Policy since the date of this Agreement which would
be reasonably likely to materially and adversely affect the collectibility of
the Receivables originated by such Seller or decrease the credit quality of any
newly created Receivables originated by such Seller except for such changes as
to which each of the Agents has received the notice required under Section
7.1(a)(vii) of the Credit and Security Agreement and has given its prior written
consent thereto (which consent shall not be unreasonably withheld or delayed).

                                       10
<PAGE>

          (w) Payments to Sellers. With respect to each Receivable sold or
contributed to the Buyer by such Seller under this Agreement, the Buyer has
given reasonably equivalent value to such Seller in consideration for such
Receivable and the Related Security with respect thereto and no such transfer is
or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11
U.S.C. ss.ss.101 et seq.), as amended.

          (x) Reliance on Separate Legal Identity. Such Seller is aware that the
Lenders, the Liquidity Banks and the Agents are entering into the Transaction
Documents in reliance upon the Buyer's identity as a legal entity separate from
such Seller and any of its other Affiliates.

ARTICLE III.
                             CONDITIONS OF PURCHASES

          Section 3.1 Conditions Precedent to Initial Purchase. The initial
purchase from each Seller hereunder is subject to the conditions precedent that
(1) BSX shall have contributed the Initial Contributed Receivables and the
associated Related Security to the Buyer, and the Buyer shall have issued 100%
of its authorized outstanding Equity Interests to BSX, (2) the Buyer shall have
executed and delivered a Subordinated Note in favor of such Seller, and (3) the
Buyer shall have received, on or before such Seller's Applicable Closing Date,
the following, each (unless otherwise indicated) dated such Seller's Applicable
Closing Date, and each in form, substance and date reasonably satisfactory to
the Buyer and the Agents:

          (a) A copy of the resolutions of such Seller's board of directors,
board of managers, general partners or analogous Persons of such Seller
approving the Transaction Documents to be delivered by it and the transactions
contemplated hereby and thereby, certified by a Responsible Officer of such
Seller;

          (b) A good standing certificate for such Seller issued as of a recent
date by the Secretary of State of the state of its formation;

          (c) A certificate of a Responsible Officer of such Seller certifying
the names and true signatures of the officers, partners, managers or members
authorized on such Seller's behalf to sign the Transaction Documents to be
delivered by it, on which certificate the Buyer and the Servicer (if the
Servicer is not such Seller) may conclusively rely until such time as the Buyer
and the Servicer shall receive from such Seller a revised certificate meeting
the requirements of this subsection (c);

          (d) Recently certified copies of such Seller's Organic Documents;

          (e) Copies of the proper financing statements (Form UCC-1) that have
been duly executed by such Seller, naming such Seller as seller, the Buyer as
the purchaser, and the Administrative Agent as assignee of the Buyer, in each
case, describing in reasonable detail the Receivables and the Related Security
to be sold by such Seller to the Buyer pursuant to this Agreement or other
similar instruments or documents, as may be necessary under the UCC of all
appropriate jurisdictions or any comparable law of all appropriate jurisdictions
to perfect the Buyer's ownership interest in such Receivables and Related
Security;

                                       11
<PAGE>

          (f) A written search report from a Person satisfactory to the Servicer
and the Administrative Agent listing all effective UCC financing statements that
name such Seller as debtor, seller or assignor and that are filed in the
jurisdictions in which filings were made pursuant to the foregoing subsection
(e), together with copies of such financing statements (none of which, except
for those described in the foregoing subsection (e) shall cover any Receivable
or any Related Asset related to any Receivable) which is to be sold or
contributed by such Seller to the Buyer hereunder, and tax and judgment lien
search reports from a Person satisfactory to the Servicer and the Administrative
Agent showing no evidence of such liens filed against such personal property
other than those liens for which UCC termination statements have been delivered
hereunder;

          (g) Evidence (i) of the execution and delivery by each of the parties
thereto of each of the other Transaction Documents to be executed and delivered
in connection herewith and (ii) that each of the conditions precedent to the
execution, delivery and effectiveness of such other Transaction Documents has
been satisfied to the Buyer's satisfaction;

          (h) An opinion of such Seller's counsel covering such matters as Buyer
or Administrative Agent (as Buyer's assignee) may reasonably request; and

          (i) A certificate from an officer of such Seller to the effect that
the Servicer and such Seller have placed on the most recent, and have taken all
steps reasonably necessary to ensure that there shall be placed on subsequent,
summary aged trial balance reports the following legend (or the substantive
equivalent thereof):

                  "PROPERTY OF BOSTON SCIENTIFIC FUNDING LLC"

          Section 3.2 Conditions Precedent to All Purchases (including the
Purchase from Each Seller on its Applicable Closing Date). Each purchase shall
be subject to the further conditions precedent that:

          (a) such Seller's Sale Termination Date shall not have occurred;

          (b) the Buyer (or its assigns) shall have received such other
approvals, opinions or documents as it may reasonably request; and

          (c) on the date of such purchase, each of the representations and
warranties of such Seller set forth in Article II hereof are true and correct in
all material respects on and as of the date of such purchase (and after giving
effect thereto) as though made on and as of such date (and shall be deemed to
have been made on and as of such Date; except for representations and warranties
stated to refer to a specific earlier date, in which case such representations
and warranties are true and correct as of such earlier date); PROVIDED, HOWEVER,
that the preceding materiality standard shall not apply to those representations
and warranties which themselves contain materiality standards; and PROVIDED,
FURTHER, that so long as each of the Liquidity Banks remains a party to the BSX
Credit Agreement, no Seller will be required to "date-down" its representation
in Section 2.1(b) or 2.1(g) hereof.

          Section 3.3 Reaffirmation of Representations and Warranties. Subject
to the proviso in Section 3.2(c) above, each Seller, by accepting the Purchase
Price related to each

                                       12
<PAGE>

purchase of such Seller's Receivables and Related Security, shall be deemed to
have certified that the representations and warranties of such Seller contained
in Article II are true and correct as to such Seller on and as of the day of
such purchase, with the same effect as though made on and as of such day.

          Section 3.4 Conditions Precedent to Effectiveness. This Amended and
Restated Receivables Sale Agreement shall become effective at such time as (a)
the Agents shall have received counterparts of this Agreement duly executed by
each of the parties hereto and (b) the conditions to effectiveness of the Credit
and Security Agreement specified in Section 5.3 thereof shall have been
satisfied.

                                   ARTICLE IV.
                                    COVENANTS

          Section 4.1 Affirmative Covenants. From each Seller's Applicable
Closing Date until the later of the Final Payout Date or the cessation of the
purchases of the Buyer hereunder, unless the Buyer and the Agents shall
otherwise consent in writing each Seller will:

          (a) Conduct of Business and Maintenance of Existence. (i) Continue to
engage in business of the same general type as conducted by it on the date of
this Agreement, (ii) preserve, renew and keep in full force and effect its
corporate existence and (except as could not in the aggregate reasonably be
expected to have a Seller Material Adverse Effect), (iii) take all reasonable
action to maintain all rights, privileges and franchises necessary or desirable
in the normal conduct of its business (except as could not be reasonably
expected to have a Seller Material Adverse Effect) and (iv) comply with all
Contractual Obligations and Requirements of Law except to the extent that
failure to comply therewith could not, in the aggregate, be reasonably expected
to have a Seller Material Adverse Effect.

          (b) Audits. Such Seller will, subject to compliance with all
Contractual Obligations and Requirements of Law: (i) at any time and from time
to time upon not less than ten (10) Business Days' notice (unless an or
Amortization Event has occurred and is continuing, in which case, not more than
one (1) Business Day's notice shall be required) during regular business hours,
permit the Buyer, the Agents or any of their agents or representatives: (A) to
examine and make copies of and abstracts from all Records, Contracts and
Invoices in the possession or under the control of such Seller, and (B) to visit
the offices and properties of such Seller for the purpose of examining such
Records, Contracts and Invoices and to discuss matters relating to Receivables
or such Seller's performance hereunder with any of the officers or employees of
such Seller having knowledge of such matters; and (ii) without limiting the
provisions of clause (i) above, from time to time, at the expense of such
Seller, permit certified public accountants or auditors acceptable to the Agents
to conduct a review of such Seller's Contracts, Invoices and Records (each, a
"REVIEW"); PROVIDED, HOWEVER, that, so long as no Amortization Event has
occurred and is continuing, such Seller will only be responsible for the costs
and expenses of one (1) such Review under this Section in any one calendar year
unless (1) the first such Review in such calendar year resulted in negative
findings (in which case such Seller will be responsible for the costs and
expenses of two (2) such Reviews in such calendar year), or (2) the Buyer
delivers an Extension Request under the Credit and Security Agreement

                                       13
<PAGE>

and the applicable Response Date is more than 3 calendar months after the first
Review in such calendar year. Notwithstanding the foregoing, if (1) such Seller
requests the approval of a new Eligible Originator who is a Material Proposed
Addition or (2) any Material Acquisition is consummated by such Seller, such
Seller will be responsible for the costs and expenses of one additional Review
per proposed Material Proposed Addition or per Material Acquisition in the
calendar year in which such Material Proposed Addition is expected to occur or
such Material Acquisition is expected to be consummated if such additional
Review is requested by the Buyer or any of the Agents.

          (c) Keeping of Records and Books of Account. Such Seller will maintain
and implement administrative and operating procedures (including, without
limitation, an ability to recreate essential Records evidencing the Receivables
originated by such Seller in the event of the destruction of the originals
thereof and backing up on at least a daily basis on a separate computer from
which electronic file copies can be readily produced), and keep and maintain,
all Contracts, Records and other information necessary or reasonably advisable
for the collection of all such Receivables (including, without limitation,
Records adequate to permit the identification as of any Business Day when
required of Outstanding Balances by Obligor and related debit and credit details
of the Receivables).

          (d) Performance and Compliance with Receivables and Contracts. Such
Seller will, at its expense, timely and fully perform and comply with all
provisions, covenants and other promises, if any, required to be observed by it
under the Contracts and/or Invoices related to the Receivables originated by
such Seller and all agreements related to such Receivables except for such
failures to fully perform and comply as would not, individually or in the
aggregate, have a Seller Material Adverse Effect.

          (e) Location of Records. Such Seller will keep its Records and
material Contracts (and, to the extent that any of the foregoing constitute
instruments, chattel paper or negotiable documents, all originals thereof), at
its addresses referred to in Schedule 2.1(r) hereto, or, upon 30 days' prior
written notice to the Agents, at such other locations in jurisdictions where all
action required by Section 4.3(g) (if any) shall have been taken and completed.

          (f) Credit and Collection Policies. Such Seller will timely and fully
comply with its Credit and Collection Policy in regard to the Receivables
originated by it.

          (g) Separate Corporate Existence of the Buyer. Each Seller will take
such actions as shall be required in order to maintain the separate identity of
the Buyer separate and apart from such Seller and its other Affiliates,
including those actions set forth in Section 7.1(l) of the Credit and Security
Agreement.

          (h) Collections. Such Seller will instruct all Obligors thereon to pay
all Collections either directly by mail addressed to a Lockbox listed on Exhibit
IV to the Credit and Security Agreement which is subject to a Collection Account
Agreement, or by wire transfer or other electronic funds transfer directly to a
Collection Account listed on Exhibit IV to the Credit and Security Agreement
which is subject to a Collection Account Agreement. Such Seller will cooperate
fully with the Buyer in transferring each of the Collection Accounts to the
Buyer.

                                       14
<PAGE>

          (i) Further Assurances. Such Seller will take all necessary action to
establish and maintain in favor of the Buyer, a valid and perfected ownership
interest in the Receivables and Related Security.

          Section 4.2 Reporting Requirements. From such Seller's Applicable
Closing Date until the later of the Final Payout Date or the cessation of the
purchases of the Buyer hereunder, such Seller will furnish to the Buyer and the
Agents:

          (a) Financial Statements.

          (i) as soon as available, but in any event within 110 days after the
     end of each fiscal year of BSX, a copy of the consolidated balance sheet of
     BSX and its consolidated Subsidiaries as at the end of such year and the
     related consolidated statements of operations and stockholders' equity and
     of cash flows for such year, setting forth in each case in comparative form
     the figures for the previous year, reported on without a "going concern" or
     like qualification or exception, or qualification arising out of the scope
     of the audit, by Ernst & Young LLP or other independent certified public
     accountants of nationally recognized standing;

          (ii) as soon as available, but in any event not later than 60 days
     after the end of each of the first three quarterly periods of each fiscal
     year of BSX, the unaudited consolidated balance sheet of BSX and its
     consolidated Subsidiaries as at the end of such quarter and the related
     unaudited consolidated statements of operations for such quarter and the
     portion of the fiscal year through the end of such quarter and of cash
     flows of BSX and its consolidated Subsidiaries for the portion of the
     fiscal year through the end of such quarter, setting forth in each case in
     comparative form the figures for the previous year, certified by a
     Responsible Officer as being fairly stated in all material respects
     (subject to normal year-end audit adjustments); and

          (iii) all such financial statements shall be complete and correct in
     all material respects and shall be prepared in reasonable detail and in
     accordance with GAAP applied consistently throughout the periods reflected
     therein and with prior periods (except as approved by such accountants or
     officer, as the case may be, and disclosed therein); PROVIDED that it is
     hereby acknowledged that the quarterly financial statements delivered
     pursuant to paragraph (b) above may not include all of the information and
     footnotes required by GAAP for complete annual financial statements.

Any financial statement required to be furnished pursuant to this Section 4.2(a)
shall be deemed to have been furnished on the date on which the Lenders receive
notice that BSX has posted such financial statement on the Intralinks website on
the Internet at www.intralinks.com; PROVIDED that BSX shall give notice of any
such posting to the Administrative Agent (who shall then give notice of any such
posting to the Lenders). Notwithstanding the foregoing, BSX shall deliver paper
copies of any financial statement referred to in this Section 4.2(a) to the
Administrative Agent if the Administrative Agent or any Lender requests BSX to
furnish such paper copies until written notice to cease delivering such paper
copies is given by the Administrative Agent.

                                       15
<PAGE>

          (b) Certificates; Other Information.

          (i) Concurrently with the delivery of the financial statements
     referred to in Section 4.2(a), a certificate of a Responsible Officer of
     BSX stating that such Responsible Officer has obtained no knowledge of any
     Unmatured Amortization Event or Amortization Event that has occurred and is
     continuing except as specified in such certificate;

          (ii) Within ten days after the same are sent, copies of all financial
     statements and reports which BSX sends to its stockholders, and within five
     days after the same are filed, copies of all financial statements and
     reports which BSX may make to, or file with, the Securities and Exchange
     Commission or any successor or analogous Governmental Authority, and
     promptly after the same are issued, copies of all press releases issued by
     BSX, or advise that such filings have been made; and

          (iii) Promptly, such additional financial and other information as any
     Lender may from time to time reasonably request.

          (c) Proceedings. As soon as possible and in any event within five
Business Days after any Authorized Officer of such Seller obtains knowledge
thereof, notice of (i) any litigation, investigation or proceeding which may
exist at any time which would reasonably be expected to have a Seller Material
Adverse Effect and (ii) any development in previously disclosed litigation which
development would reasonably be expected to have a Seller Material Adverse
Effect;

          (d) Change in Business or Credit and Collection Policy. Prompt written
notice of any material change in the character of such Seller's business prior
to the occurrence of such change, and not less than 30 days' prior written
notice of any material change in such Seller's Credit and Collection Policy
(together with a copy of such proposed change);

          (e) Sale Termination Date. Prompt written notice of the Sale
Termination Date; and

          (f) Other. Promptly, from time to time, such other information,
documents, records or reports respecting the Receivables originated by such
Seller, the condition, operations, financial or otherwise, of such Seller or
such Seller's performance hereunder that the Buyer or any of the Agents may from
time to time reasonably request in order to protect the interests of the Buyer
and the Administrative Agent, on behalf of the Secured Parties, under or as
contemplated by the Transaction Documents.

          (g) Taxes. Such Seller will file all tax returns and reports required
by law to be filed by it and will promptly pay all taxes and governmental
charges at any time owing, except any such taxes which are not yet delinquent or
are being diligently contested in good faith by appropriate proceedings and for
which adequate reserves in accordance with GAAP shall have been set aside on its
books. Each Seller will pay when due any taxes payable in connection with the
Receivables, exclusive of taxes on or measured by income or gross receipts of
any Agent or any Lender.

                                       16
<PAGE>

          Section 4.3 Negative Covenants. From such Seller's Applicable Closing
Date until the later of the Final Payout Date or the cessation of the purchases
of the Buyer hereunder, unless the Buyer and the Agents shall otherwise consent
in writing, such Seller will not:

          (a) Sales, Liens, Etc. (i) Except as otherwise provided herein and in
the other Transaction Documents, sell, assign (by operation of law or otherwise)
or otherwise dispose of, or create or suffer to exist any Lien upon or with
respect to, any Receivables originated by it, or any account to which any
Collections are sent, or any right to receive income or proceeds from or in
respect of any of the foregoing (except, prior to the execution of Collection
Agreements, set-off rights of any bank at which any such account is maintained),
or (ii) assert any interest in the Receivables, except as Servicer (or a
designated sub-servicer for the Servicer).

          (b) Extension or Amendment of Receivables. Except as permitted in the
Credit and Collection Policy, extend, amend or otherwise modify the terms of any
Receivable originated by it, or amend, modify or waive any term or condition of
any Contract or Invoice related thereto in any way that adversely affects the
collectibility of the Receivables originated by such Originator, taken as a
whole, or any material part thereof, or the Buyer's rights therein.

          (c) Change in Business or Credit and Collection Policy. Make or permit
to be made any change in the character of its business or in the Credit and
Collection Policy, which change would, in either case, impair the collectibility
of any significant portion of the Receivables originated by it or otherwise
materially and adversely affect the interests or remedies of the Buyer and its
assigns under this Agreement or any other Transaction Document.

          (d) Change in Payment Instructions to Obligors. Add or terminate any
bank as a Collection Bank from those listed in Exhibit IV to the Credit and
Security Agreement or, after the Collection Account has been established, make
any change in its instructions to Obligors regarding payments to be made to the
Buyer or the Servicer or payments to be made to any Collection Bank (except for
a change in instructions solely for the purpose of directing Obligors to make
such payments to another existing Collection Bank and where such change is
immaterial and does not adversely affect the interests of the Administrative
Agent, on behalf of the Lenders, in any respect), unless (i) the Agents shall
have received prior written notice of such addition, termination or change and
(ii) the Administrative Agent shall have received duly executed copies of
Collection Agreements in a form reasonably acceptable to the Agents with each
new Collection Bank.

          (e) Deposits to Collection Accounts. Deposit or authorize the deposit
to any Collection Account of any cash or cash proceeds other than Collections of
Receivables; it being understood and agreed that such Seller shall not be deemed
to have breached the covenant set forth in this Section 4.3(e) solely by virtue
of any deposits to any Collection Account of any cash or cash proceeds to the
extent such deposit has not been authorized by such Seller.

          (f) Changes to Other Documents. Enter into any amendment or
modification of, or supplement to (i) such Seller's Organic Documents which
could reasonably be expected to be materially adverse to the Buyer, (ii) this
Agreement, or (iii) the Subordinated Notes.

                                       17
<PAGE>

          (g) Name Change, Offices, Records and Books of Accounts. Change its
name, identity, jurisdiction of organization or corporate structure (within the
meaning of Sections 9-503 and/or 9-507 of the UCC of all applicable
jurisdictions) or relocate its chief executive office, principal place of
business or any office where Records are kept unless it shall have: (i) given
Buyer and the Agents at least forty-five (45) days' prior written notice thereof
and (ii) delivered to the Administrative Agent all financing statements,
instruments and other documents requested by Buyer or any of the Agents in
connection with such change or relocation..

          (h) Mergers, Consolidations and Acquisitions. Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially all of its property, business or
assets, except:

          (i) any Subsidiary of any Seller may be merged or consolidated with or
     into such Seller (provided that such Seller shall be the continuing or
     surviving corporation) or with or into any one or more wholly owned
     Subsidiaries of such Seller (provided that the wholly owned Subsidiary or
     Subsidiaries shall be the continuing or surviving corporation);

          (ii) any Seller or any wholly owned Subsidiary of such Seller may
     sell, lease, transfer or otherwise dispose of any or all of its assets
     (upon voluntary liquidation or otherwise) to such Seller or any other
     wholly owned Subsidiary, and, so long as no Unmatured Amortization Event or
     Amortization Event shall have occurred and be continuing or would occur as
     a result thereof, such Seller or any Subsidiary of the Seller may sell,
     lease, transfer or otherwise dispose of any or all of its assets (upon
     voluntary liquidation or otherwise) to any non-wholly owned Subsidiary of
     such Seller for fair market value;

          (iii) any non-wholly owned Subsidiary of any Seller may sell, lease,
     transfer or otherwise dispose of any or all of its assets (upon voluntary
     liquidation or otherwise) to such Seller or any wholly owned Subsidiary of
     such Seller for fair market value or may sell, lease, transfer or otherwise
     dispose of any or all of its assets (upon voluntary liquidation or
     otherwise) to any other non-wholly owned Subsidiary of such Seller; and

          (iv) any Seller or any Subsidiary of such Seller may be merged or
     consolidated with or into another Person; provided that such Seller or such
     Subsidiary shall be the continuing or surviving corporation and no
     Unmatured Amortization Event or Amortization Event shall have occurred and
     be continuing or would occur as a result thereof (and, in the case of any
     such transaction involving a Subsidiary, such Subsidiary shall continue to
     be a Subsidiary or the Seller shall have received fair market value
     therefor as determined by the Board of Directors of the Seller); and
     provided further that the Seller may not be merged or consolidated with or
     into any Subsidiary,

          PROVIDED that, in each of the foregoing cases:

          (A) in the case of any consolidation or merger in which the successor
or surviving entity is not a Seller, the Agents and the Buyer receive prior
written notice of such consolidation

                                       18
<PAGE>

or merger, and the successor or surviving entity (if not a Seller)
unconditionally assumes such Seller's (or Sellers') respective obligations under
the Transaction Documents to which it is (or they are) a party immediately prior
to giving effect to such consolidation or merger;

          (B) all UCC financing statements necessary to maintain the validity
and perfection of the Buyer's ownership interest in the Receivables and Related
Security acquired or to be acquired from such Seller or Sellers under this
Agreement, and the Administrative Agent's security interest therein on behalf of
the Secured Parties, have been duly executed and filed in all necessary
jurisdictions; and

          (C) if the surviving entity in such transaction(s) is not an existing
Seller under this Agreement, all other documents required to be delivered in
connection with a Joinder Agreement hereunder have been duly executed and
delivered substantially contemporaneously with such transaction(s).

          (i) Disposition of Receivables and Related Security. Except pursuant
to this Agreement, sell, lease, transfer, assign or otherwise dispose of (in one
transaction or in a series of transactions) any Receivables and Related
Security.

          (j) Receivables Not to be Evidenced by Promissory Notes. Take any
action to cause or permit any Receivable generated by it to become evidenced by
any "instrument" (as defined in the applicable UCC), except in connection with
the collection of overdue Receivables, PROVIDED that the original of any such
instrument is delivered to the Buyer for immediate delivery to the
Administrative Agent, duly endorsed.

          (k) Accounting for Purchases. Account for the transactions
contemplated hereby in any manner other than as a sale or contribution of
Receivables and the Related Security by such Seller to the Buyer.

                                   ARTICLE V.
                          JOINDER OF ADDITIONAL SELLERS

          Section 5.1 Addition of New Sellers. From time to time upon not less
than 60 days' prior written notice to the Buyer and the Agents (or such shorter
period of time as the Agents may mutually agree upon), BSX may propose that one
or more of its existing or hereafter acquired wholly-owned Subsidiaries become a
Seller hereunder. No such addition shall become effective (a) if such addition
constitutes a Material Proposed Addition, without the written consent of each of
the Agents and each of the rating agencies who is then rating Commercial Paper
of Blue Ridge or Victory but may become effective prior to such 60th day if such
written consent is given more promptly and (b) unless all conditions precedent
to such addition required by Section 5.2 below are satisfied prior to such
date).

          Section 5.2 Documentation. In the event that the Buyer and the Agents
consent to the addition of a New Seller, such New Seller will execute a Joinder
Agreement and shall deliver each of the documents, certificates and opinions
required to be delivered under Section 3.1, together with such updated schedules
and exhibits hereto as may be necessary to ensure that after giving effect to
the addition of such New Seller, each of the representations and

                                       19
<PAGE>

warranties of such New Seller under Article II hereof will be true and correct
as of such New Seller's Closing Date, and the Buyer will deliver a Subordinated
Note to such New Seller.

                                   ARTICLE VI.
                      ADDITIONAL RIGHTS AND OBLIGATIONS IN
                           RESPECT OF THE RECEIVABLES

          Section 6.1 Rights of the Buyer. Each Seller hereby authorizes the
Buyer and the Servicer (if other than such Seller) or their respective designees
to take any and all steps in such Seller's name necessary or desirable, in their
respective determination, to collect all amounts due under any and all
Receivables, including, without limitation, endorsing such Seller's name on
checks and other instruments representing Collections and enforcing such
Receivables, the Invoices and the provisions of the related Contracts that
concern payment and/or enforcement of rights to payment.

          Section 6.2 Responsibilities of the Sellers. Anything herein to the
contrary notwithstanding:

          (a) Collection Procedures. Each Seller agrees to direct all Obligors
to make payments of such Seller's Receivables directly to a Collection Account
that is the subject of a Collection Account Agreement at a Collection Bank. Each
Seller further agrees to transfer any Collections (including any security
deposits applied to the Outstanding Balance of any Receivable) that it receives
on such Receivables directly to the Servicer (if other than such Seller) within
one (1) Business Day after receipt thereof, and agrees that all such Collections
shall be deemed to be received in trust for the Buyer; PROVIDED that, to the
extent permitted pursuant to Section 1.3, each Seller may retain such
Collections as a portion of the Purchase Price then payable to it or apply such
Collections to the reduction of the outstanding balance of its Subordinated
Note.

          (b) Servicing. BSX shall be responsible for the servicing,
administration and collection of the Receivables, all on the terms set out in
(and subject to any rights to terminate BSX as Servicer pursuant to) the Credit
and Security Agreement.

          (c) Power of Attorney. Each Seller hereby grants to Servicer (if other
than such Seller) an irrevocable power of attorney, with full power of
substitution, coupled with an interest, to take in the name of such Seller all
steps which are necessary or advisable to endorse, negotiate, enforce, or
otherwise realize on any writing or other right of any kind held or transmitted
by such Seller or transmitted or received by such Seller in connection with any
Receivable or under the Related Security (including the Records).

          (d) Performance under Contracts. Each Seller will perform all of its
obligations under the Contracts generated by it to the same extent as if the
Receivables had not been sold or contributed, as applicable, hereunder and the
exercise by Buyer, Servicer, any of the Agents or any designee of the foregoing
of its rights hereunder or under the Credit and Security Agreement shall not
relieve such Seller from such obligations.

                                       20
<PAGE>

          Section 6.3 Further Action Evidencing Purchases. (a) Each Seller
agrees that from time to time, at its expense, it will promptly execute and
deliver all further instruments and documents, and take all further action that
the Buyer may reasonably request in order to perfect, protect or more fully
evidence the Buyer's ownership of the Receivables generated by such Seller (and
the Related Security) purchased by the Buyer hereunder, or to enable the Buyer
to exercise or enforce any of its rights hereunder or under any other
Transaction Document. Without limiting the generality of the foregoing, upon the
request of the Buyer, each Seller will:

          (i) Execute and file such financing or continuation statements, or
     amendments thereto or assignments thereof, and such other instruments or
     notices, as may be necessary or appropriate; and

          (ii) Mark the summary aged trial balance report with the legend set
     forth in Section 3.1(i).

          (b) Each Seller hereby authorizes the Buyer or its designee to file
one or more financing or continuation statements, and amendments thereto and
assignment thereof, relative to all or any of the Receivables (and the Related
Security) now existing or hereafter sold by such Seller. If such Seller fails to
perform any of its agreements or obligations under this Agreement, the Buyer or
its designee may (but shall not be required to) itself perform, or cause
performance of, such agreement or obligation, and the expenses of the Buyer or
its designee incurred in connection therewith shall be payable by such Seller.

          (c) Without limiting the generality of the foregoing, each Seller
will, not earlier than six months and not later than three months prior to the
fifth anniversary of the date of filing of the financing statements filed in
connection with its Applicable Closing Date or any other financing statement
filed pursuant to this Agreement, if the Final Payout Date shall not have
occurred: (i) execute (if required) and deliver and file or cause to be filed
appropriate continuation statements; and (ii) deliver or cause to be delivered
to Agent an opinion of Shearman & Sterling (or other counsel for such Seller
reasonably satisfactory to Buyer), in form and substance reasonably satisfactory
to Buyer, confirming and updating the opinion delivered in connection with such
Applicable Closing Date relating to the validity, perfection and priority of
Buyer's interests in the Receivables.

          Section 6.4 Application of Collections. Except as otherwise specified
by such Obligor or required by the underlying Contract or law: any payment by an
Obligor in respect of any indebtedness owed by it to such Seller or to the Buyer
shall be applied FIRST, as a Collection of any Receivable or Receivables then
outstanding of such Obligor in the order of the age of such Receivables,
starting with the oldest of such Receivables (unless another reasonable basis
for allocation of such payments to the Receivables of such Obligor exists), and
SECOND, to any other indebtedness of such Obligor.

                          ARTICLE VII. INDEMNIFICATION

          Section 7.1 Indemnities by the Sellers. Without limiting any other
rights which any such Person may have hereunder or under applicable law, each of
the Sellers hereby agrees to indemnify the Buyer, its assigns, and each of their
respective Affiliates, and all

                                       21
<PAGE>

successors, transferees, participants and assigns and all officers, directors,
shareholders, members, controlling persons, employees and agents (each, a
"SELLER INDEMNIFIED PARTY"), forthwith on demand, from and against any and all
damages, taxes, losses, claims, liabilities and reasonable related out-of-pocket
costs and expenses, including reasonable attorneys' fees and disbursements (all
of the foregoing being collectively referred to as "SELLER INDEMNIFIED AMOUNTS")
awarded against or incurred by any of them arising out of or relating to this
Agreement, any of the other Transaction Documents to which such Seller is a
party, the Receivables and Related Security, and/or the actions of such Seller,
excluding, however, (i) Seller Indemnified Amounts to the extent determined by a
court of competent jurisdiction to have resulted from bad faith, gross
negligence or willful misconduct on the part of such Seller Indemnified Party,
(ii) taxes imposed by the jurisdiction in which such Seller Indemnified Party's
principal executive office is located, on or measured by the overall net income
of such Seller Indemnified Party; and (iii) recourse (except as otherwise
specifically provided in this Agreement) for Seller Indemnified Amounts to the
extent the same includes losses in respect of Receivables that were Eligible
Receivables on the date such Receivables were purchased by Buyer hereunder but
which prove to be uncollectible on account of the insolvency, bankruptcy or lack
of creditworthiness of the related Obligor. Without limiting the foregoing, each
of the Sellers shall indemnify each Seller Indemnified Party for Seller
Indemnified Amounts arising out of or relating to:

               (A) the creation of any Lien on, or transfer by such Seller of
          any interest in, its Receivables and Related Security other than (1)
          the sales and contributions of Receivables and Related Security
          pursuant hereto, and (2) the Lien granted by the Buyer pursuant to the
          Credit and Security Agreement;

               (B) any representation or warranty made by such Seller (or any of
          its officers) under or in connection with any Transaction Document or
          any Purchase Report delivered by (or on behalf of) such Seller
          pursuant hereto, which shall have been false, incorrect or misleading
          in any respect when made or deemed made or delivered, as the case may
          be (regardless of whether the breach of such representation or
          warranty is material);

               (C) the failure by such Seller to comply with the terms of any
          Transaction Document or any applicable law, rule or regulation with
          respect to any of its Receivables or the related Contracts or
          Invoices, or the nonconformity of any of such Seller's Receivables or
          the related Contracts or Invoices with any such applicable law, rule
          or regulation;

               (D) the failure to vest and maintain vested in the Buyer, a valid
          and perfected ownership interest in the Receivables and Related
          Security sold or contributed by such Seller hereunder, free and clear
          of any other Lien, other than a Lien arising solely as a result of the
          Buyer, now or at any time thereafter;

               (E) [Intentionally Deleted];

               (F) any dispute, claim, offset or defense of the Obligor to the
          payment of any Receivable originated by such Seller (including,
          without limitation, a

                                       22
<PAGE>

          defense based on such Receivable or the related Contract or Invoice
          not being a legal, valid and binding obligation of such Obligor
          enforceable against it in accordance with its terms), or any other
          claim resulting from the sale of the services related to such
          Receivable or the furnishing or failure to furnish such services
          (provided that this clause (F) shall not be applied to provide credit
          recourse in respect of the portion of the Outstanding Balance of any
          Receivable which has been discharged in the bankruptcy of the Obligor
          thereon);

               (G) any matter described in Section 1.4;

               (H) any failure of such Seller to perform its duties or
          obligations in accordance with the provisions of this Agreement or the
          other Transaction Documents to which it is a party;

               (I) any claim relating to a breach by such Seller of any related
          Contract or Invoice with respect to any Receivable;

               (J) any sales or use tax payable in connection with the
          transactions giving rise to any Receivable originated by such Seller,
          and any documentary stamp taxes or recording taxes associated with the
          perfection of the Buyer's ownership in the Receivables and Related
          Security;

               (K) the commingling by such Seller of Collections of Receivables
          at any time with other funds;

               (L) any investigation, litigation or proceeding related to or
          arising from this Agreement or any other Transaction Document to which
          such Seller is a party, the transactions contemplated hereby or
          thereby, the use of the proceeds of any sale, the Buyer's ownership
          interest in the Receivables and Related Security originated by such
          Seller or any other investigation, litigation or proceeding relating
          to such Seller or the Receivables and Related Security originated by
          it in which any Seller Indemnified Party becomes involved as a result
          of any of the transactions contemplated hereby or thereby;

               (M) any products or professional liability, personal injury or
          damage suit, or other similar claim arising out of or in connection
          with merchandise, insurance or services that are the subject of any
          Contract or Invoice or any Receivable originated by such Seller;

               (N) any inability to litigate any claim against any Obligor in
          respect of any Receivable originated by such Seller as a result of
          such Obligor being immune from civil and commercial law and suit on
          the grounds of sovereignty or otherwise from any legal action, suit or
          proceeding; or

               (O) the occurrence of any Event of Bankruptcy with respect to
          such Seller or BSX.

                                       23
<PAGE>

In addition to BSX's obligations under the foregoing indemnity with respect to
itself as a Seller and the Receivables originated by it, BSX hereby agrees to be
jointly and severally liable with each other Seller for such other Seller's
indemnity obligations set forth above.

          Section 7.2 Contribution. If for any reason the indemnification
provided above in Section 7.1 is unavailable to a Seller Indemnified Party or is
insufficient to hold a Seller Indemnified Party harmless, then the applicable
Seller(s) shall contribute to the amount paid or payable by such Seller
Indemnified Party as a result of such loss, claim, damage or liability in such
proportion as is appropriate to reflect not only the relative benefits received
by such Seller Indemnified Party on the one hand and the applicable Seller(s) on
the other hand but also the relative fault of such Seller Indemnified Party as
well as any other relevant equitable considerations.


                                  ARTICLE VIII.
                                  MISCELLANEOUS

          Section 8.1 Waivers and Amendments. The provisions of this Agreement
may from time to time be amended, restated, otherwise modified or waived, if
such amendment, modification or waiver is in writing and consented to by each
Seller, the Buyer, the Agents and the Servicer (if the Servicer is not a
Seller). No failure or delay on the part of the Buyer, the Servicer, any Seller
or any third party beneficiary in exercising any power or right hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such power or right preclude any other or further exercise thereof or the
exercise of any other power or right. No notice to or demand on the Buyer, the
Servicer or any Seller in any case shall entitle it to any notice or demand in
similar or other circumstances. No waiver or approval by the Buyer or the
Servicer under this Agreement shall, except as may otherwise be stated in such
waiver or approval, be applicable to subsequent transactions. No waiver or
approval under this Agreement shall require any similar or dissimilar waiver or
approval thereafter to be granted hereunder.

          Section 8.2 Notices, Etc. All notices and other communications
provided for hereunder shall, unless otherwise stated herein, be in writing
(including facsimile communication) and shall be personally delivered or sent by
express mail or courier or by certified mail, postage-prepaid, or by facsimile,
to the intended party (a) in the case of any Seller, in care of BSX at the
address or facsimile number of the initial Servicer set forth on Schedule 14.2
of the Credit and Security Agreement, and (b) in the case of Buyer, at the
address or facsimile number of the Borrower set forth on Schedule 14.2 of the
Credit and Security Agreement, or at such other address or facsimile number as
shall be designated by such party in a written notice to the other parties
hereto. All such notices and communications shall be effective, (i) if
personally delivered or sent by express mail or courier or if sent by certified
mail, when received, and (ii) if transmitted by facsimile, when sent, receipt
confirmed by telephone or electronic means.

          Section 8.3 Cumulative Remedies. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law. No failure on the
part of Buyer or any Seller Indemnified Party to exercise, and no delay in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any

                                       24
<PAGE>

right, power or remedy hereunder preclude any other or further exercise thereof
or the exercise of any other right, power or remedy. The rights and remedies
herein provided are cumulative and not exclusive of any rights or remedies
provided by law. Any waiver of this Agreement shall be effective only in the
specific instance and for the specific purpose for which given. Without limiting
the foregoing, each of the Seller Indemnified Parties is hereby authorized at
any time and from time to time, to the fullest extent permitted by law, to set
off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by such Seller Indemnified Party to or for the credit to the account of any
Seller, now or hereafter existing under this Agreement, against any Seller
Indemnified Amounts owing to such Seller Indemnified Party hereunder.

          Section 8.4 Binding Effect; Assignability. This Agreement shall be
binding upon and inure to the benefit of the Buyer, each Seller and their
respective successors and permitted assigns. Except as permitted in Section
4.3(h), no Seller may assign its rights hereunder or any interest herein without
the prior written consent of the Buyer and each of the Agents; subject to
Section 8.11, the Buyer may not assign its rights hereunder or any interest
herein except to the Administrative Agent, in each of the foregoing cases,
without the prior written consent of each of the Sellers and the Agents. This
Agreement shall create and constitute the continuing obligations of the parties
hereto in accordance with its terms, and shall remain in full force and effect
as to each Seller until the date after such Seller's Sale Termination Date on
which such Seller has received indefeasible payment in full for all Receivables
and Related Security conveyed by it to the Buyer hereunder and shall have paid
and performed all of its obligations hereunder in full. The rights and remedies
with respect to any breach of any representation and warranty made by any Seller
pursuant to Article II and the indemnification and payment provisions of Article
VII and Section 8.6 shall be continuing and shall survive any termination of
this Agreement.

          Section 8.5 Governing Law. EACH TRANSACTION DOCUMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OTHER THAN SECTION 5-1401
OF THE GENERAL OBLIGATIONS LAW (EXCEPT IN THE CASE OF THE OTHER TRANSACTION
DOCUMENTS, TO THE EXTENT OTHERWISE EXPRESSLY STATED THEREIN) AND EXCEPT TO THE
EXTENT THAT THE PERFECTION OF THE OWNERSHIP INTERESTS OR SECURITY INTERESTS OF
THE BUYER OR THE ADMINISTRATIVE AGENT, ON BEHALF OF THE SECURED PARTIES, IN ANY
COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW
YORK.

          Section 8.6 Costs, Expenses and Taxes. In addition to the obligations
of each Seller under Article VII, each of the Sellers agrees to pay on demand:

          (a) all reasonable costs and expenses, including attorneys' fees, in
connection with the enforcement against such Seller of this Agreement and the
other Transaction Documents executed by such Seller; and

          (b) all stamp duties and other similar filing or recording taxes and
fees payable or determined to be payable in connection with the execution,
delivery, filing and

                                       25
<PAGE>

recording of this Agreement or the other Transaction Documents, and agrees to
indemnify each Seller Indemnified Party against any liabilities with respect to
or resulting from any delay in paying or omission to pay such taxes and fees.

          Section 8.7 Submission to Jurisdiction. EACH PARTY HERETO HEREBY
IRREVOCABLY (a) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE
OR UNITED STATES FEDERAL COURT SITTING IN THE STATE OF NEW YORK, OVER ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO ANY TRANSACTION DOCUMENT; (b) AGREES
THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH STATE OR UNITED STATES FEDERAL COURT; (c) WAIVES, TO THE
FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING; (d) CONSENTS
TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES OF SUCH PROCESS TO SUCH PERSON AT ITS ADDRESS SPECIFIED IN
SECTION 8.2; AND (e) TO THE EXTENT ALLOWED BY LAW, AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
LAW. NOTHING IN THIS SECTION 8.7 SHALL AFFECT BUYER'S RIGHT TO SERVE LEGAL
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING ANY ACTION OR
PROCEEDING AGAINST ANY SELLER OR ITS PROPERTY IN THE COURTS OF ANY OTHER
JURISDICTION.

          Section 8.8 Waiver of Jury Trial. EACH PARTY HERETO EXPRESSLY WAIVES
ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND
ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR UNDER ANY
AMENDMENT, INSTRUMENT, JOINDER AGREEMENT OR DOCUMENT DELIVERED OR WHICH MAY IN
THE FUTURE BE DELIVERED BY IT OR ON ITS BEHALF IN CONNECTION HEREWITH OR ARISING
FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
TRANSACTION DOCUMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE
TRIED BEFORE A COURT AND NOT BEFORE A JURY.

          Section 8.9 Captions and Cross References; Incorporation by Reference.
The various captions (including, without limitation, the table of contents) in
this Agreement are included for convenience only and shall not affect the
meaning or interpretation of any provision of this Agreement. References in this
Agreement to any underscored Section or Exhibit are to such Section or Exhibit
of this Agreement, as the case may be. The Exhibits hereto are hereby
incorporated by reference into and made a part of this Agreement.

          Section 8.10 Execution in Counterparts. This Agreement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which so executed shall be deemed to be an original and
all of which taken together shall constitute one and the same agreement.

                                       26
<PAGE>

          Section 8.11 Acknowledgment and Agreement. By execution below, each
Seller expressly acknowledges and agrees that all of the Buyer's rights, title,
and interests in, to, and under this Agreement shall be pledged and/or
collaterally assigned by the Buyer to the Administrative Agent for the benefit
of the Secured Parties pursuant to the Credit and Security Agreement (and the
Administrative Agent may further assign such rights in accordance with the
Credit and Security Agreement), and each Seller consents to such assignment.
Each of the parties hereto acknowledges and agrees that the Agents and the
Lenders are third party beneficiaries of the rights of the Buyer arising
hereunder and under the other Transaction Documents to which any Seller is a
party.

          Section 8.12 No Proceedings. Each Seller agrees that it shall not
institute against the Buyer or any Conduit, or join any other Person in
instituting against the Buyer or any Conduit, any insolvency proceeding (namely,
any proceeding of the type referred to in the definition of Event of Bankruptcy)
as long as there shall not have elapsed one year plus one day after (i) the
Final Payout Date, in the case of the Buyer and (ii) all outstanding senior
indebtedness of such Conduit shall have been paid in full. The foregoing shall
not limit any Seller's right to file any claim in or otherwise take any action
with respect to any insolvency proceeding that was instituted by any Person
other than a Seller.

          Section 8.13 Confidentiality. Each party hereto agrees to comply with
the confidentiality provisions of Section 14.5 of the Credit and Security
Agreement with the same force and effect as if it were a direct party thereto.

          Section 8.14 Loans by Buyer to Originator. Buyer may make Demand
Advances to BSX from time to time to the extent provided in, and in accordance
with the terms of, the Credit and Security Agreement.

          Section 8.15 No Recourse Against Other Parties. No recourse under any
obligation, covenant or agreement of any party contained in this Agreement shall
be had against any stockholder, employee, officer, director, incorporator or
organizer of such Party, provided, however, that nothing in this Section 8.15
shall relieve any of the foregoing Persons from any liability which such Person
may otherwise have for its gross negligence or willful misconduct.

                            [SIGNATURE PAGES FOLLOW]


                                       27
<PAGE>

          IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.


                                        BOSTON SCIENTIFIC CORPORATION



                                        By: _________________________
                                            Name: Milan Kofol
                                            Title: Vice President, Treasurer


                                        BOSTON SCIENTIFIC FUNDING LLC



                                        By: _________________________
                                            Name: Milan Kofol
                                            Title: Treasurer













                                       28
<PAGE>

                                     ANNEX A
                                   DEFINITIONS

          A. INCORPORATION OF CREDIT AND SECURITY AGREEMENT DEFINITIONS. Unless
otherwise defined herein, terms that are capitalized and used in this Agreement
are used as defined in the Credit and Security Agreement described in the
preamble to this Agreement.

          B. CERTAIN DEFINED TERMS. The following terms have the respective
meanings indicated herein below:

          "APPLICABLE CLOSING DATE" means (i) with respect to the Original
Seller, the Initial Closing Date, and (ii) with respect to each New Seller, its
New Seller Closing Date.

          "APPLICABLE CUT-OFF DATE" means (i) with respect to the Original
Seller, the Initial Cut-Off Date, (ii) with respect to each New Seller, its New
Seller Cut-Off Date, and (iii) with respect to all Sellers, each Cut-Off Date
after the applicable date in the preceding clause (i) or clause (ii).

          "AVAILABLE FUNDS" means, on any date of determination, monies then
held by or on behalf of the Buyer after deduction of (a) all Obligations, if
any, that are due and owing under the Credit and Security Agreement, (b) all
Servicer's Fees that are then due and owing, and (c) in the Buyer's discretion,
the accrued and unpaid portion of all current expenses of the Buyer (whether or
not then due and owing), in each of the foregoing cases, whether or not the same
have actually been paid as of the time of determination.

          "BUYER" has the meaning set forth in the preamble.

          "COLLECTIONS" means, with respect to any Receivable, all funds which
are received from or on behalf of any related Obligor in payment of any amounts
owed (including, without limitation, purchase prices, finance charges, interest
and all other charges) in respect of such Receivable, or applied to such amounts
owed by such Obligor (including, without limitation, payments that the Buyer,
the applicable Seller or the Servicer receives from third party payors and
applies in the ordinary course of its business to amounts owed in respect of
such Receivable and net proceeds of sale or other disposition of repossessed
goods or other collateral or property of the Obligor or any other party directly
or indirectly liable for payment of such Receivable and available to be applied
thereon).

          "COMMONLY CONTROLLED ENTITY" means, an entity, whether or not
incorporated, which is under common control with a Seller within the meaning of
Section 4001 of ERISA or is part of a group which includes a Seller and which is
treated as a single employer under Section 414 of the Code.

          "CONTRACT" means, with respect to any Receivable, any requisition,
purchase order, agreement, contract, Invoice or other writing with respect to
the provision of services by a Seller to an Obligor.

                                       29
<PAGE>

          "CONTRACTUAL OBLIGATION" means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

          "CREDIT AND SECURITY AGREEMENT" has the meaning set forth in the
recitals.

          "DISCOUNT FACTOR" means a percentage calculated to provide the Buyer
with a reasonable return on its investment in the Receivables acquired from each
Seller after taking account of (i) the time value of money based upon the
anticipated dates of collection of the Receivables and the cost to the Buyer of
financing its investment in such Receivables during such period and (ii) the
risk of nonpayment by the Obligors. Each Seller and the Buyer may agree from
time to time to change the Discount Factor applicable to purchases from such
Seller based on changes in one or more of the items affecting the calculation
thereof, PROVIDED that any change to the Discount Factor shall take effect as of
the commencement of a Calculation Period commencing no earlier than the last day
of the current Calculation Period, and shall apply only prospectively.

          "EQUITY INTERESTS" means, with respect to any Person, any and all
shares, interests, participations or other equivalents, including membership
interests (however designated, whether voting or non-voting), of capital of such
Person, including, if such Person is a partnership, partnership interests
(whether general or limited) and any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, such partnership, whether outstanding on the date
hereof or issued after the date of this Agreement.

          "ERISA" means, the Employee Retirement Income Security Act of 1974, as
amended from time to time.

          "EXCLUDED RECEIVABLES" means any Receivable originated by a Person
with whom any Seller merges or consolidates, prior to the latest to occur of (i)
the approval , in writing, by each of the Co-Agents of such Receivables and (ii)
the integration by such Seller of the Receivables into the software systems used
by such Seller to administer its Receivables, which integration shall occur not
later than 120 days after the completion of such merger or consolidation.

          "GAAP" means, generally accepted accounting principles in the United
States of America consistent with those utilized in preparing the audited
financial statements referred to in Section 2.1(a).

          "GOVERNMENTAL AUTHORITY" means, any nation or government, any state or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

          "GUARANTEE OBLIGATION" means, as to any Person (the "GUARANTEEING
PERSON"), any obligation of (a) the guaranteeing person or (b) another Person
(including, without limitation, any bank under any letter of credit) as to which
the guaranteeing person has issued a reimbursement, counterindemnity or similar
obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the "PRIMARY

                                       30
<PAGE>

OBLIGATIONS") of any other unrelated third Person (the "PRIMARY OBLIGOR") in any
manner, whether directly or indirectly, including, without limitation, any
obligation of the guaranteeing person, whether or not contingent, (i) to
purchase any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (1) for the purchase
or payment of any such primary obligation or (2) to maintain working capital or
equity capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor, (iii) to purchase property, securities or
services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such primary
obligation or (iv) otherwise to assure or hold harmless the owner of any such
primary obligation against loss in respect thereof; PROVIDED, HOWEVER, that the
term Guarantee Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business. The amount of any
Guarantee Obligation of any guaranteeing person shall be deemed to be the lower
of (a) an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Guarantee Obligation is made and (b) the
maximum amount for which such guaranteeing person may be liable pursuant to the
terms of the instrument embodying such Guarantee Obligation, unless such primary
obligation and the maximum amount for which such guaranteeing person may be
liable are not stated or determinable, in which case the amount of such
Guarantee Obligation shall be such guaranteeing person's reasonably anticipated
liability in respect thereof as determined by BSX in good faith.

          "INDEBTEDNESS" means, of any Person at any date, without duplication,
(a) all indebtedness of such Person for borrowed money, (b) all obligations of
such Person for the deferred purchase price of property or services (other than
current trade liabilities incurred in the ordinary course of such Person's
business and payable in accordance with customary practices and earn-outs and
other similar obligations in respect of acquisition and other similar
agreements), (c) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments, (d) all indebtedness created or arising
under any conditional sale or other title retention agreement with respect to
property acquired by such Person (even though the rights and remedies of the
seller or lender under such agreement in the event of default are limited to
repossession or sale of such property), (e) all capital lease obligations of
such Person, (f) all obligations of such Person, contingent or otherwise, as an
account party or applicant under or in respect of acceptances, letters of
credit, surety bonds or similar arrangements, (g) the liquidation value of all
redeemable preferred Equity Interests of such Person, (h) all Guarantee
Obligations of such Person in respect of obligations of the kind referred to in
clauses (a) through (g) above, (i) all obligations of the kind referred to in
clauses (a) through (h) above secured by (or for which the holder of such
obligation has an existing right, contingent or otherwise, to be secured by) any
Lien on property (including accounts and contract rights) owned by such Person,
whether or not such Person has assumed or become liable for the payment of such
obligation, and (j) net liabilities under interest rate swap, exchange or cap
agreements. The Indebtedness of any Person shall include the Indebtedness of any
other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person's ownership interest in or other relationship with such entity, except to
the extent the terms of such Indebtedness expressly provide that such Person is
not liable therefor.

          "INITIAL CLOSING DATE" means the date on which the initial Advance was
made under the Original Agreement.

                                       31
<PAGE>

          "INITIAL CUT-OFF DATE" means the Cut-Off Date immediately preceding
the Initial Closing Date.

          "INITIAL CONTRIBUTED RECEIVABLES" has the meaning set forth in Section
1.1.

          "INVOICE" means, with respect to any Receivable, any paper or
electronic bill, statement or invoice for services rendered by a Seller to an
Obligor.

          "JOINDER AGREEMENT" has the meaning set forth in the preamble.

          "MATERIAL ACQUISITION" has the meaning set forth in the Credit and
Security Agreement.

          "MULTIEMPLOYER PLAN" means, a Plan which is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

          "NEW SELLER" means any direct or indirect wholly-owned Subsidiary of
BSX that hereafter becomes a Seller under this Agreement by executing a Joinder
Agreement and complying with the provisions of Article V hereof.

          "NEW SELLER CLOSING DATE" means, as to any New Seller, the Business
Day on which each of the conditions set forth in Article V has been satisfied.

          "NEW SELLER CUT-OFF DATE" means, with respect to each New Seller, the
Cut-Off Date immediately preceding its New Seller Closing Date.

          "ORIGINAL RSA" has the meaning set forth in the first WHEREAS clause.

          "ORIGINAL SELLER" means Boston Scientific Corporation, a Delaware
corporation.

          "PBGC" means, the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA.

          "PERSON" means, an individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.

          "PLAN" means, at a particular time, any employee benefit plan which is
covered by ERISA and in respect of which a Seller or a Commonly Controlled
Entity is (or, if such plan were terminated at such time, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

          "PURCHASE PRICE" means, with respect to any purchase of Receivables
and their Related Security from a Seller on any date, the aggregate price to be
paid therefor by the Buyer to the applicable Seller in accordance with Section
1.3 of this Agreement on such date, which price shall equal (i) the product of
(x) the Outstanding Balance of such Receivables as of the Applicable Cut-Off
Date, multiplied by (y) one minus the Discount Factor then in effect, minus

                                       32
<PAGE>

(ii) any Purchase Price Credits to be credited against the Purchase Price
otherwise payable in accordance with Section 1.4 of the Agreement.

          "PURCHASE PRICE CREDIT" shall have the meaning provided in Section 1.4
hereof.

          "PURCHASE REPORT" shall have the meaning provided in Section 1.3(c)
hereof.

          "RECEIVABLE" means any right to payment arising from the sale to any
Domestic Person of medical products, devices or services by a Seller, including,
without limitation, the right to payment of any interest or finance charges and
other amounts with respect thereto, other than Excluded Receivables. Rights to
payment arising from any one transaction, including, without limitation, rights
to payment represented by an individual invoice, shall constitute a Receivable
separate from a Receivable consisting of the rights to payment arising from any
other transaction.

          "RECORDS" means, collectively, all Invoices and all other documents,
books, records and other information (including, without limitation, computer
programs, tapes, disks, punch cards, data processing software and related
property and rights) relating to any Receivable, Related Security and/or Obligor
other than (i) any Contract related thereto, and (ii) any confidential patient
information including, without limitation, test results.

          "RELATED SECURITY" means, collectively, all of the following with
respect to each Receivable:

          (a) all Contracts (PROVIDED, HOWEVER, that to the extent that any
Contract includes a prohibition on assignment, such interest shall be limited to
a security interest in the applicable Seller's right to receive payment
thereunder to the extent contemplated by Sections 9-406 and 9-408 (as
applicable) of the UCC of the applicable jurisdiction);

          (b) all right, title and interest in and to the following: (i) all
Collections; (ii) all Records; (iii) all Collection Accounts and all cash,
balances and instruments therein from time to time therein; (iv) all right,
title and interest in and to (A) the goods (including returned or repossessed
goods), if any, the sale of which by a Seller gave rise to such Receivable and
all insurance contracts with respect thereto, (B) all security deposits and
other security interests or liens and property subject thereto from time to time
purporting to secure payment of such Receivable, whether pursuant to the
Contract related to such Receivable or otherwise, (C) all UCC financing
statements covering any collateral securing payment of such Receivable, and (D)
all guarantees and other agreements or arrangements of whatever character from
time to time supporting or securing payment of such Receivable whether pursuant
to the Contract related to such Receivable or otherwise; and

          (c) all proceeds and insurance proceeds of the foregoing.

          "REPORTABLE EVENT" means, any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the thirty day notice
period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of
PBGC Reg. ss. 4043.

          "REQUIRED CAPITAL AMOUNT" means $2,180,000.

                                       33
<PAGE>

          "RESPONSIBLE OFFICER" means, with respect to each Seller, any of its
chief executive officer, president, vice president-finance, treasurer or
secretary, acting singly.

          "SALE TERMINATION DATE" means, as to any Seller, the earliest to occur
of the following:

          (i) the date designated by such Seller to the Buyer upon not less than
     15 Business Days' prior written notice,

          (ii) the date on which an Event of Bankruptcy occurs with respect to
     such Seller;

          (iii) the date on which such Seller is unable to satisfy the
     applicable conditions precedent to each purchase set forth in Article III
     hereof;

          (iv) the date on which a Change in Control occurs with respect to BSX,
     the Buyer or such Seller; and

          (v) the occurrence of the Termination Date under clause (a) or (b) of
     the definition of such term in the Credit and Security Agreement.

          "SELLER" means an Original Seller or a New Seller.

          "SELLER INDEMNIFIED AMOUNTS" shall have the meaning provided in
Section 7.1 hereof.

          "SELLER INDEMNIFIED PARTY" shall have the meaning provided in Section
7.1 hereof.

          "SELLER MATERIAL ADVERSE EFFECT" means, with respect to any Seller, a
material adverse effect on (i) the financial condition or operations of BSX and
its Subsidiaries taken as a whole, (ii) the ability of such Seller to perform
its obligations under this Agreement, (iii) the legality, validity or
enforceability of this Agreement or any other Transaction Document, (iv) the
Buyer's ownership interest in the Receivables acquired from such Seller
generally or in any material portion of such Receivables or the proceeds
thereof, or (v) the collectibility of the Receivables acquired from such Seller
generally or of any material portion of such Receivables.

          "SINGLE EMPLOYER PLAN" means, any Plan which is covered by Title IV of
ERISA, but which is not a Multiemployer Plan.

          "SUBORDINATED LOAN" means a subordinated revolving loan from a Seller
to the Buyer which is evidenced by a Subordinated Note.

          "SUBORDINATED NOTE" means a subordinated promissory note in the form
of Exhibit B hereto issued by the Buyer to a Seller, as it may be amended,
supplemented, endorsed or otherwise modified from time to time in substitution
therefor or renewal thereof in accordance with the Transaction Documents.

                                       34
<PAGE>

THE FOREGOING DEFINITIONS SHALL BE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND
PLURAL FORMS OF THE DEFINED TERMS.

B. OTHER INTERPRETIVE MATTERS. All accounting terms defined directly or by
incorporation in this Agreement or the other Transaction Documents shall have
the defined meanings when used in any certificate or other document delivered
pursuant thereto unless otherwise defined therein. For purposes of this
Agreement, the other Transaction Documents and all such certificates and other
documents, unless the context otherwise requires: (a) accounting terms not
otherwise defined in such agreement, and accounting terms partly defined in such
agreement to the extent not defined, shall have the respective meanings given to
them under generally accepted accounting principles; (b) terms defined in
Article 9 of the UCC and not otherwise defined in such agreement are used as
defined in such Article; (c) references to any amount as on deposit or
outstanding on any particular date means such amount at the close of business on
such day; (d) the words "hereof," "herein" and "hereunder" and words of similar
import refer to such agreement (or the certificate or other document in which
they are used) as a whole and not to any particular provision of such agreement
(or such certificate or document); (e) references to any Section, Schedule or
Exhibit are references to Sections, Schedules and Exhibits in or to such
agreement (or the certificate or other document in which the reference is made),
and references to any paragraph, subsection, clause or other subdivision within
any Section or definition refer to such paragraph, subsection, clause or other
subdivision of such Section or definition; (f) the term "including" means
"including without limitation"; (g) references to any law refer to that law as
amended from time to time and include any successor law; (h) references to any
agreement refer to that agreement as from time to time amended or supplemented
or as the terms of such agreement are waived or modified in accordance with its
terms; (i) references to any Person include that Person's successors and
assigns; (j) headings are for purposes of reference only and shall not otherwise
affect the meaning or interpretation of any provision hereof; (k) unless
otherwise provided, in the calculation of time from a specified date to a later
specified date, the term "from" means "from and including", and the terms "to"
and "until" each means "to but excluding"; (l) terms in one gender include the
parallel terms in the neuter and opposite gender; and (m) the preamble and
recitals shall constitute a part of this Agreement.

                                       35
<PAGE>

                                    EXHIBIT A
                                 PURCHASE REPORT
                                       OF
                         [INSERT SELLER NAME], AS SELLER
          FOR THE CALCULATION PERIOD BEGINNING [DATE] AND ENDING [DATE]

                                     -------
<TABLE><CAPTION>
TO:  THE BUYER AND THE AGENTS
--------------------------------------------------------- -------------------------- ----------------------- ---------
<S>                                                       <C>                        <C>                     <C>
Aggregate Outstanding Balance of all Receivables sold
by Seller during the period:                                                                                    A
                                                          $_____________
--------------------------------------------------------- -------------------------- ----------------------- ---------
Aggregate Outstanding Balance of all Receivables sold during such period which
were not Eligible Receivables on the date when sold ("INELIGIBLE RECEIVABLES"):
                                                          ($____________)                                      (B)
--------------------------------------------------------- -------------------------- ----------------------- ---------
EQUALS:  Aggregate Outstanding Balance of all Eligible
Receivables sold during the period (A - B):                                          $___________              =C
--------------------------------------------------------- -------------------------- ----------------------- ---------
Aggregate Outstanding Balance of all Receivables (if
any) contributed during the period: D
                                                          $_____________
--------------------------------------------------------- -------------------------- ----------------------- ---------
Aggregate Outstanding Balance of all Receivables (if
any) contributed during such period which were not
Eligible Receivables on the date when sold:               ($____________)                                      (E)
--------------------------------------------------------- -------------------------- ----------------------- ---------
EQUALS:  Aggregate Outstanding Balance of all Eligible
Receivables (if any) contributed during the period (D -
E):                                                                                  $___________               =F
--------------------------------------------------------- -------------------------- ----------------------- ---------
The amount specified in Line F                            $_____________                                        G
MULTIPLIED BY:  One minus the Discount Factor then in
effect:                                                   ($____________)                                      (H)
--------------------------------------------------------- -------------------------- ----------------------- ---------
EQUALS:  Gross amount payable during the period with
respect to such Eligible Receivables (G - H)                                         $____________              =I
--------------------------------------------------------- -------------------------- ----------------------- ---------
The amount specified in Line E                            $____________                                         J
MULTIPLIED BY:  One minus the Discount Factor then in
effect:                                                   ($____________)                                      (K)
--------------------------------------------------------- -------------------------- ----------------------- ---------
EQUALS:  Gross amount payable during the period with
respect to such Ineligible Receivables (J - K)                                       $____________              =L
--------------------------------------------------------- -------------------------- ----------------------- ---------
SUM OF (I) + (L)                                          $____________                                         M
--------------------------------------------------------- -------------------------- ----------------------- ---------
LESS:  Total Purchase Price Credits arising during the                                                         (N)
Period:                                                   ($____________)
--------------------------------------------------------- -------------------------- ----------------------- ---------
</TABLE>

                                       36
<PAGE>
<TABLE><CAPTION>
<S>                                                       <C>                        <C>                     <C>
EQUALS:  Purchase Price payable during the Period (M -
N):                                                                                  $____________              =O
--------------------------------------------------------- -------------------------- ----------------------- ---------
LESS:  Cash Purchase Price Paid to Seller during the                                                            P
Period:                                                   $_____________
--------------------------------------------------------- -------------------------- ----------------------- ---------
LESS:  Subordinated Loans made by Seller during the                                                             Q
Period:                                                   $_____________
--------------------------------------------------------- -------------------------- ----------------------- ---------
EQUALS:  Purchase Price owed to BSX for the period
(O - P - Q):                                                                         $_____________             =S
--------------------------------------------------------- -------------------------- ----------------------- ---------
LESS:  Demand Advances made by Borrower to BSX during                                                           T
the Period:                                               ($____________)
--------------------------------------------------------- -------------------------- ----------------------- ---------
PLUS:  Demand Advances re-paid to Borrower by BSX                                                               U
during the Period:                                        $_____________
--------------------------------------------------------- -------------------------- ----------------------- ---------
EQUALS:  Cash to be paid by Borrower to BSX                                                                     V
                                                                                     $____________
--------------------------------------------------------- -------------------------- ----------------------- ---------
</TABLE>

















                                       37
<PAGE>

                                    EXHIBIT B
                                SUBORDINATED NOTE
                                (NON-NEGOTIABLE)

                                                                          [Date]

          FOR VALUE RECEIVED, the undersigned, Boston Scientific Funding LLC, a
Delaware limited liability company (the "BUYER"), promises to pay to
_______________, a _____________ (the "SELLER"), to the extent of the Buyer's
Available Funds and on the terms and subject to the limitations and conditions
set forth herein and in the Sale Agreement referred to below, the principal sum
of the aggregate unpaid Purchase Price of all Receivables purchased from time to
time by the Buyer from the Seller pursuant to such Sale Agreement, as such
unpaid Purchase Price is shown in the records of the Seller.

          1. Sale Agreement. This promissory note (this "SUBORDINATED NOTE") is
one of the Subordinated Notes described in, and is subject to the terms and
conditions set forth in, that certain Receivables Sale Agreement dated as of
August 16, 2002 (as the same may be amended or otherwise modified from time to
time, the "SALE AGREEMENT"), by and between the Seller and certain of its
affiliates and the Buyer. Reference is hereby made to the Sale Agreement for a
statement of certain other rights and obligations of the Seller and the Buyer.

          2. Definitions. Capitalized terms used (but not defined) herein have
the meanings attributed thereto in the Sale Agreement or, to the extent not
defined therein, in the Credit and Security Agreement dated as of August 16,
2002, among Boston Scientific Corporation, as initial Servicer, the Buyer, as
borrower, Blue Ridge Asset Funding Corporation, Victory Receivables Corporation,
The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, individually and as Victory
Agent, and Wachovia Bank, National Association, individually, as Blue Ridge
Agent and as Administrative Agent (as amended, restated or otherwise modified
from time to time, the "CREDIT AND SECURITY AGREEMENT"). In addition, as used
herein, the following terms have the following meanings:

          "BANKRUPTCY PROCEEDINGS": As defined in clause (b) of paragraph 9
     hereof.

          "BLOOMBERG CP RATE": For each day in a calendar month, the rate PER
     ANNUM determined on the CD equivalent yield basis equal to the composite
     broker/dealer offered rate for 30-day "A1/P1/F1" rated U.S. asset-backed
     commercial paper, which rate appears on a Bloomberg L.P. terminal,
     displayed under the address "ACPB030Y (Index) (Go)" effective as of 10:00
     a.m., New York time, on the first Business Day of such month, PROVIDED THAT
     if no such offered rates appear on such page, the Bloomberg CP Rate for
     such month will be the arithmetic average (rounded upwards, if necessary,
     to the next higher 1/100th of 1%) of CP Rates being paid by the Buyer under
     the Credit and Security Agreement as of the first Business Day of such
     month.

                                       38
<PAGE>

          "FINAL MATURITY DATE": The forty-fifth (45th) day following the Final
     Payout Date.

          "SENIOR INTEREST": All Obligations (under and as defined in the Credit
     and Security Agreement).

          "SENIOR INTEREST HOLDERS": Collectively, the Agents, the Lenders, the
     other Affected Parties and the Indemnified Parties.

          3. Interest. Prior to the Final Payout Date, the aggregate unpaid
Purchase Price owing to the Seller under the Sale Agreement from time to time
outstanding shall bear interest at a rate per annum equal to the sum of the
Bloomberg CP Rate plus 1%, and from (and including) the Final Payout Date to
(but excluding) the date on which the entire aggregate unpaid Purchase Price
owing to the Seller under the Sale Agreement is fully paid, the aggregate unpaid
Purchase Price owing to the Seller under the Sale Agreement from time to time
outstanding shall bear interest at a rate per annum equal to the sum of the
Bloomberg CP Rate plus 2%; PROVIDED, HOWEVER, that in no event in excess of the
maximum rate permitted by law. In the event that, contrary to the intent of the
Seller and the Buyer, the Buyer pays interest hereunder and it is determined
that such interest rate was in excess of the then legal maximum rate, then that
portion of the interest payment representing an amount in excess of the then
legal maximum rate shall be deemed a payment of principal and applied against
the principal then due hereunder.

          4. Interest Payment Dates. Subject to the provisions set forth below,
the Buyer shall pay accrued interest on this Subordinated Note from Available
Funds (a) on each Settlement Date, and (b) on the date of each principal payment
made in cash on a date other than a Settlement Date.

          5. Basis of Computation. Interest accrued hereunder shall be computed
for the actual number of days elapsed on the basis of a 360-day year.

          6. Principal Payment Dates. Subject to the provisions set forth below,
payments of the principal amount of this Subordinated Note shall be made from
Available Funds as follows:

          (a) The principal amount of this Subordinated Note shall be reduced
     from time to time in accordance with Section 1.3 of the Receivables Sale
     Agreement;

          (b) The entire remaining Outstanding Balance of this Subordinated Note
     shall be paid on the Final Maturity Date.

Subject to the provisions set forth below, the principal amount of and accrued
interest on this Subordinated Note may be prepaid from Available Funds on any
Business Day prior to the Seller's Sale Termination Date without premium or
penalty.

          7. Payments. All payments of principal and interest hereunder are to
be made in lawful money of the United States of America.

                                       39
<PAGE>

          8. Enforcement Expenses. In addition to and not in limitation of the
foregoing, but subject to the provisions set forth below and to any limitation
imposed by applicable law, the Buyer agrees to pay all expenses, including
reasonable attorneys' fees and legal expenses, incurred by the Seller in seeking
to collect any amounts payable hereunder which are not paid when due.

          9. Provisions Regarding Restrictions on Payment. The Buyer covenants
and agrees, and the Seller, by its acceptance of this Subordinated Note,
likewise covenants and agrees on behalf of itself and any holder of this
Subordinated Note, that the payment of the principal amount of, and interest on,
this Subordinated Note is hereby expressly subject to certain restrictions set
forth in the following clauses of this paragraph 9:

          (a) No payment or other distribution of the Buyer's assets of any kind
     or character, whether in cash, securities, or other rights or property,
     shall be made on account of this Subordinated Note except to the extent
     such payment or other distribution is permitted under the Sale Agreement
     and the Credit and Security Agreement and is made from Available Funds;

          (b) In the event of (i) the occurrence of such Seller's Sale
     Termination Date, or (ii) any dissolution, winding up, liquidation,
     readjustment, reorganization or other similar event relating to the Buyer,
     whether voluntary or involuntary, partial or complete, and whether in
     bankruptcy, insolvency or receivership proceedings, or upon an assignment
     for the benefit of creditors, or any other marshaling of the assets and
     liabilities of the Buyer or any sale of all or substantially all of the
     assets of the Buyer (such proceedings being herein collectively called
     "BANKRUPTCY PROCEEDINGS"), the Senior Interest shall first be paid and
     performed in full and in cash before the Seller will be entitled to receive
     and to retain any payment or distribution in respect to this Subordinated
     Note. In order to implement the foregoing, the Seller hereby irrevocably
     agrees that the Administrative Agent, in the name of the Seller or
     otherwise, may demand, sue for, collect, receive and receipt for any and
     all such payments or distributions, and file, prove and vote or consent in
     any such Bankruptcy Proceedings with respect to any and all claims of the
     Seller relating to this Subordinated Note, in each case until the Senior
     Interests shall have been paid and performed in full and in cash;

          (c) In the event that the Seller receives any payment or other
     distribution of any kind or character from the Buyer or from other source
     whatsoever, in respect of this Subordinated Note, other than as expressly
     permitted by the terms of this Subordinated Note, such payment or other
     distribution shall be received for the sole benefit of the Senior Interest
     Holders and shall be turned over by the Seller to the Administrative Agent
     (for the benefit of the Senior Interest Holders) forthwith;

          (d) Notwithstanding any payments or distributions received by the
     Senior Interest Holders in respect of this Subordinated Note, while any
     Bankruptcy Proceedings are pending, the Seller will not be subrogated to
     the then existing rights of the Senior Interest Holders in respect of the
     Senior Interests

                                       40
<PAGE>

     until the Senior Interests have been paid and performed in full and in
     cash. Upon the occurrence of the Final Payout Date, the Seller will be
     subrogated to the then existing rights of the Senior Interest Holders, if
     any;

          (e) The provisions set forth in this Section 9 are intended solely for
     the purpose of defining the relative rights of the Seller, on the one hand,
     and the Senior Interest Holders, on the other hand. Nothing contained in
     this Subordinated Note is intended to or shall impair, as between the
     Buyer, its creditors (other than the Senior Interest Holders) and the
     Seller, the Buyer's obligation, which is unconditional and absolute, to pay
     the Seller the principal of and interest on this Subordinated Note as and
     when the same shall become due and payable in accordance with the terms
     hereof or to affect then relative rights of the Seller and creditors of the
     Buyer (other than the Senior Interest Holders);

          (f) The Seller will not, until the Senior Interests have been paid and
     performed in full and in cash, transfer, pledge or assign, or commence
     legal proceedings to enforce or collect this Subordinated Note or any
     rights in respect hereof;

          (g) The Seller will not, without the advance written consent of each
     of the Agents, commence, or join with any other Person in commencing, any
     Bankruptcy Proceedings with respect to the Buyer until at least one year
     and one day shall have passed since the Final Payout Date shall have
     occurred;

          (h) If, at any time, any payment (in whole or in part) of any Senior
     Interest is rescinded or must be restored or returned by a Senior Interest
     Holder (whether in connection with Bankruptcy Proceedings or otherwise),
     these provisions shall continue to be effective or shall be reinstated, as
     the case may be, as though such payment had not been made;

          (i) The Seller hereby waives; (i) notice of acceptance of these
     provisions by any of the Senior Interest Holders; (ii) notice of the
     existence, creation, non-payment or non-performance of all or any of the
     Senior Interests; and (iii) all diligence in enforcement, collection or
     protection of, or realization upon, the Senior Interests, or any thereof,
     or any security therefor;

          (j) These provisions constitute a continuing offer from the holder of
     this Subordinated Note to all Persons who become holders of, or who
     continue to hold, Senior Interests; and these provisions are made for the
     benefit of the Senior Interest Holders, and the Administrative Agent may
     proceed to enforce such provisions on behalf of each of such Persons.

          10. General.

          (a) No failure or delay on the part of the Seller in exercising any
power or right hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power or right preclude any other or further
exercise thereof or the exercise of any other power or right. No amendment,
modification or waiver of, or consent with respect to, any

                                       41
<PAGE>

provision of this Subordinated Note shall in any event be effective unless (i)
the same shall be in writing and signed and delivered by the Buyer and the
Seller and (ii) all consent required for such actions under the Transaction
Documents shall have been received by the appropriate Persons.

          (b) The Seller hereby agrees that it will not (i) institute against,
join any other Person in instituting against or take any action, direct or
indirect, in furtherance or contemplation of instituting against, the Buyer any
bankruptcy, insolvency, winding up, dissolution, receivership, conservatorship
or other similar proceeding or action or (ii) exercise any right of set-off or
recoupment, or assert any counterclaim, against the Buyer, in each case so long
as there shall not have elapsed one year and one day since the Final Payout Date
has occurred.

          (c) The Seller expressly recognizes and agrees that the obligations
represented by this Subordinated Note are not secured by any interest in any of
the assets of the Buyer, including, without limitation, any Receivables or
Related Security.

          11. No Negotiation. This Subordinated Note is not negotiable and may
not be pledged except to a Person who covenants in writing, with the Buyer and
the Agents, that such Person will agree not to initiate or join any proceeding
of the type described in Section 8.12 of the Sale Agreement. Any purported sale,
transfer, assignment, pledge or negotiation of this Subordinated Note shall be
void without the prior written consent of each of the Agents under the Credit
and Security Agreement.

          12. Governing Law. THIS PROMISSORY NOTE SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

          13. Captions. Paragraph captions used in this Subordinated Note are
for convenience only and shall not affect the meaning or interpretation of any
provision of this Subordinated Note.

          14. Attached Schedule. The Seller is hereby authorized by the Buyer to
endorse on the schedule attached to this Subordinated Note an appropriate
notation evidencing the date and amount of each Subordinated Loan hereunder, as
well as the date of each payment with respect thereto, PROVIDED that the failure
to make such notation shall not affect any obligation of the Buyer hereunder.


                                      BOSTON SCIENTIFIC FUNDING LLC


                                      By: _____________________
                                          Name:
                                          Title:


                                       42
<PAGE>

                    SCHEDULE TO SUBORDINATED NOTE OF
                     BOSTON SCIENTIFIC FUNDING LLC

------------ ---------------- ------------- ------------- ------------
                 AMOUNT OF      AMOUNT OF      UNPAID
               SUBORDINATED     PRINCIPAL     PRINCIPAL     NOTATION
    DATE           LOAN           PAID         BALANCE       MADE BY
------------ ---------------- ------------- ------------- ------------

------------ ---------------- ------------- ------------- ------------

------------ ---------------- ------------- ------------- ------------

------------ ---------------- ------------- ------------- ------------

------------ ---------------- ------------- ------------- ------------

------------ ---------------- ------------- ------------- ------------

------------ ---------------- ------------- ------------- ------------

------------ ---------------- ------------- ------------- ------------

------------ ---------------- ------------- ------------- ------------

------------ ---------------- ------------- ------------- ------------

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------------ ---------------- ------------- ------------- ------------

------------ ---------------- ------------- ------------- ------------

------------ ---------------- ------------- ------------- ------------

------------ ---------------- ------------- ------------- ------------

------------ ---------------- ------------- ------------- ------------

------------ ---------------- ------------- ------------- ------------

------------ ---------------- ------------- ------------- ------------

------------ ---------------- ------------- ------------- ------------

                                       43
<PAGE>

                                    EXHIBIT C
                         CREDIT AND COLLECTION POLICIES

































                                       44
<PAGE>

                                    EXHIBIT D
                            FORM OF JOINDER AGREEMENT

                                    --------

                                JOINDER AGREEMENT

          THIS JOINDER AGREEMENT is executed and delivered by
_______________________, a _______________ ("NEW SELLER") in favor of Boston
Scientific Funding LLC, a Delaware limited liability company, as purchaser (the
"BUYER"), with respect to that certain Amended and Restated Receivables Sale
Agreement dated as of November 7, 2007 by and between Boston Scientific
Corporation and certain of its wholly-owned subsidiaries from time to time party
thereto as "Sellers" and the Buyer (as amended, supplemented, joined, restated
and/or otherwise modified from time to time, the "SALE AGREEMENT"). Capitalized
terms used and not otherwise defined herein are used with the meanings
attributed thereto in the Sale Agreement.

          Subject to receipt of counterparts hereof signed by the Administrative
Agent and the Buyer, by its signature below, New Seller hereby absolutely and
unconditionally agrees to become a party to the Sale Agreement as a Seller
thereunder and to be bound by the provisions thereof, including, without
limitation, the provisions of Section 8.12 thereof.

          Attached hereto [is/are] [an] amended and restated version[s] of
[Exhibit C and] Schedule 2.1(r) to the Sale Agreement. After giving effect to
the amendment[s] and restatement[s] embodied therein, each of the
representations and warranties contained in Article II of the Sale Agreement
will be true and correct as to New Seller.

          The "RESPONSIBLE OFFICERS" of the New Seller will be any of its
__________, _________ or ______________, acting singly.

          Delivered herewith are each of the documents, certificates and
opinions required to be delivered by New Seller pursuant to Article V of the
Sale Agreement.

          The provisions of Article VIII of the Sale Agreement are incorporated
in this Joinder Agreement by this reference with the same force and effect as if
set forth in full herein except that references in such Article VIII to "this
Agreement" shall be deemed to refer to "this Joinder Agreement and to the Sale
Agreement as modified by this Joinder Agreement."

          Please acknowledge your consent to New Seller's joinder in the Sale
Agreement by signing the enclosed copy hereof in the appropriate space provided
below and faxing a copy of such counterpart to (a) the Administrative Agent, at
fax no. (302) 892-5904, Attention: Veronica Gallagher, and (b) to New Seller at
the fax no. set forth below its signature hereto.

                                       45
<PAGE>

          IN WITNESS WHEREOF, New Seller has executed this Joinder Agreement as
of the ___ day of _______________.



                                    By: ______________________________
                                        Title:
                                        [Address for Notices, including fax no.]







EACH OF THE UNDERSIGNED HEREBY CONSENTS
TO NEW SELLER'S JOINDER IN THE SALE AGREEMENT:

ROYAL BANK OF CANADA, as Administrative Agent


By: ________________________________
    Title:


BOSTON SCIENTIFIC FUNDING LLC, as Buyer


By: ________________________________
    Title:



                                       46
<PAGE>

                                 SCHEDULE 2.1(R)
              SELLERS' ORGANIZATIONAL ID NUMBERS; JURISDICTIONS OF
           ORGANIZATION; CHIEF EXECUTIVE OFFICE ADDRESSES; LOCATION(S)
                             WHERE RECORDS ARE KEPT

<TABLE><CAPTION>
------------------- ------------------ --------------------- --------------------- ------------------ --------------------------
<S>                 <C>                <C>                   <C>                   <C>                <C>
    LEGAL NAME         PRIOR LEGAL       ORGANIZATIONAL         JURISDICTION            CHIEF           LOCATIONS OF RECORDS
     OF SELLER         NAME, TRADE             ID              OF ORGANIZATION        EXECUTIVE             AND MATERIAL
                         NAME OR                                                        OFFICE                CONTRACTS
                      ASSUMED NAME
------------------- ------------------ --------------------- --------------------- ------------------ --------------------------
  Boston                 None               0874815               Delaware          One Boston          One Boston
  Scientific                                                                        Scientific          Scientific Place,
  Corporation                                                                       Place,              Natick,
                                                                                    Natick,             Massachusetts 01760
                                                                                    Massachusetts
                                                                                    01760               Maple Grove,
                                                                                                        Minnesota 55311

                                                                                                        500 Commander Shea
                                                                                                        Blvd.,
                                                                                                        Quincy,
                                                                                                        Massachusetts  02171
------------------- ------------------ --------------------- --------------------- ------------------ --------------------------
</TABLE>



</TEXT>
</DOCUMENT>
