Exhibit 10.55


 


	
  MERRILL
  LYNCH CAPITAL CORPORATION

  MERRILL LYNCH, PIERCE, FENNER & SMITH 

  INCORPORATED

  4 World Financial Center

  250 Vesey Street

  New York, NY 10080

  	
   

  	
  BANC
  OF AMERICA SECURITIES LLC 

  BANK OF AMERICA, N.A.

  214 North Tryon Street

  Charlotte, NC 28255

  



 


January 16, 2006


 


Boston Scientific Corporation

One Boston Scientific Place

Natick, MA  01760-1537


 


Re:          Project Manhattan — Credit Facilities Commitment Letter


 


Ladies and
Gentlemen:


 


This Amended and Restated Commitment Letter amends,
restates and supersedes in its entirety the Credit Facilities Commitment Letter
dated January 8, 2006 between Merrill Lynch Capital Corporation (“Merrill
Lynch”), Merrill Lynch, Pierce, Fenner & Smith Incorporated, (“MLPF&S”),
Bank of America, N.A. (“Bank of America”), Banc of America Securities
LLC (“BAS”) and you, as amended by our amendment letter dated January
12, 2006.


 


Boston Scientific Corporation (“you”, “Borrower”
or “BSC”) has advised Merrill Lynch Capital Corporation (“Merrill
Lynch”) and Bank of America, N.A. (“Bank of America” and, together
with Merrill Lynch, the “Initial Lenders,” “we” or “us”)
that BSC intends to make an offer to acquire all of the outstanding equity
interests of Guidant Corporation (“Guidant”) pursuant to a merger in
which all of the outstanding equity interests in Guidant will be converted into
the right to receive cash and equity interests in BSC (the “Acquisition”).
To finance the Acquisition and related transactions, you have advised us that
(a) BSC will issue common equity interests pursuant to a merger agreement
(the “Merger Agreement”) having a value of approximately $13.0 billion
(based upon an offer price of $80.00 per share (the “Assumed Price”),
(b) BSC will raise gross cash proceeds of not less than $7.0 billion from
either (i) the issuance by it of debt securities (the “Securities”) with
maturities ranging from five to 30 years from the date of issuance and having
no scheduled principal payments prior to maturity (the “Note Offering”)
or (ii) the draw down under an unsecured senior interim loan (the “Interim
Loan”), which would be anticipated to be refinanced with debt securities
substantially similar to the Securities (the “Take-out Securities”); provided,
that the principal amount of the Securities and the Interim Loan are subject to
reduction from the net cash after-tax proceeds received from asset sales (the “Asset
Sales”) and available cash, (c) Borrower will enter into senior credit
facilities in the amount of $7.0 billion (the “Senior Credit Facilities”
and, together with the Interim Loan, the “Credit Facilities”), (d)
Borrower will obtain a subordinated loan from Abbott Laboratories to BSC in an
amount of up to $900 million (the “Subordinated Loan”) and (e) Abbott
will purchase common equity interests in Borrower resulting in gross proceeds of
approximately $1.4 billion (the “Abbott Investment”). For purposes of
this Commitment Letter and the Term Sheets, the “subsidiaries” of BSC include
those who will become subsidiaries of BSC in connection with the Transactions. The
Acquisition, the Note Offering (if consummated), the Asset Sales, the execution
and delivery of the Credit Facilities and the other transactions contemplated
hereby and thereby are referred to as the “Transactions”.


 


You have requested that Merrill Lynch severally commit
to provide 50% of the Senior Credit Facilities and 50% of the Interim Loan, and
that Bank of America severally commit to provide 50% of the Senior Credit Facilities
and 50% of the Interim Loan, in each case, to finance the Acquisition and to pay
certain related


 

















 


fees and expenses. Accordingly, subject to the terms
and conditions set forth below, each Initial Lender hereby agrees with you as
follows:


 


1.             Commitment.
Each Initial Lender hereby severally commits to provide to Borrower the Senior
Credit Facilities commitment requested in the preceding paragraph upon the
terms and subject to the conditions set forth or referred to herein, in the Fee
Letter (the “Fee Letter”) dated the date hereof and delivered to you,
and in the Senior Credit Facilities Summary of Terms and Conditions attached
hereto (and incorporated by reference herein) as Exhibit A (the “Senior
Term Sheet”). Bank of America is pleased to advise you of its willingness
to act as the sole and exclusive administrative agent (in such capacity, the “Administrative
Agent”). Each Initial Lender hereby also severally commits to provide to
Borrower the Interim Loan commitments requested in the preceding paragraph upon
the terms and subject to the conditions set forth or referred to herein, in the
Fee Letter and in the Interim Loan Summary of Terms and Conditions attached
hereto (and incorporated by reference herein) as Exhibit B (the “Interim
Loan Term Sheet” and, together with the Senior Term Sheet, the “Term
Sheets”). The several commitments of the Initial Lenders hereunder are
subject to the negotiation, execution and delivery of definitive documents
governing the Credit Facilities (together, the “Credit Documents”) that
are substantially similar to the documentation governing the Borrower’s
existing five-year credit facilities (the “Existing Credit Facilities”),
modified as appropriate for the Transactions in a manner reasonably acceptable
to Borrower and the Lenders reflecting, among other things, the terms and
conditions set forth herein and in the Term Sheets and the Fee Letter. Following
the closing date of the Acquisition (the “Closing Date”), each Initial
Lender’s commitments shall be ratably reduced by the aggregate amount of
commitments made by any and all additional financial institutions that, by
executing a counterpart to this Commitment Letter or otherwise  becoming a party to the Credit Documents,
become “Lenders” for all purposes hereunder.


 


2.             Syndication.
We reserve the right and intend, prior to or after the execution of the Credit
Documents, to syndicate all or a portion of our commitments to one or more
financial institutions (together with the Initial Lenders, the “Lenders”).
Our several commitments hereunder are subject to Merrill Lynch, Pierce, Fenner
& Smith Incorporated (“MLPF&S”) and Banc of America Securities
LLC (“BAS”) (each, an “Arranger” and together, the “Arrangers”)
(or our respective affiliates) acting as joint lead arrangers and joint lead
bookrunners of the Credit Facilities (it being understood that Bank of America
or one of its affiliate’s name will appear on the top line “on the left” in all
marketing materials relating to the Senior Credit Facilities and MLPF&S’ or
one of its affiliate’s name will appear on the top line “on the left” in all
marketing materials relating to the Interim Loan). MLPF&S (or one of its
affiliates) will be the sole and exclusive syndication agent for the Credit
Facilities and MLPF&S (or one of its affiliates) and BAS will manage all
aspects of the syndication in consultation with you, including decisions as to
the selection of potential Lenders to be approached and when they will be
approached, when their commitments will be accepted, which Lenders will
participate and the final allocations of the commitments among the Lenders (which
are likely not to be pro  rata across facilities among Lenders),
and we will exclusively perform all functions and exercise all authority as
customarily performed and exercised in such capacities, including selecting
counsel for the Lenders and negotiating the Credit Documents. Any other agent
or arranger titles (including co-agents) awarded to other Lenders are subject
to our prior approval and shall not entail any role with respect to the matters
referred to in this paragraph without our prior consent (which approval shall
not be unreasonably withheld or delayed), it being understood that in no event
shall any other “lead arranger” or “bookrunner” titles be awarded to any other
Lenders without our consent. You agree that no Lender will receive compensation
outside the terms contained herein and in the Fee Letter in order to obtain its
commitment to participate in the Credit Facilities.


 


You understand that we intend to commence the separate
syndication of each of the Senior Credit Facilities and the Interim Loan
promptly, and you agree actively to assist us in achieving a timely syndication
that is satisfactory to us. The syndication efforts will be accomplished by a
variety of means, including direct contact during the syndication between
senior management, advisors and affiliates of Borrower, on the one hand, and
the proposed Lenders, on the other hand, and Borrower hosting, with us, at
least one meeting with


 


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prospective Lenders at such times (upon reasonable
notice) and at such places as we may reasonably request. You agree to, upon our
request, (a) provide, and cause your affiliates and advisors to provide,
and use your commercially reasonable efforts to have Guidant provide, to us all
information reasonably requested by us to successfully complete the
syndication, including the Information and Projections (including updated projections)
contemplated hereby, (b) assist, and cause your affiliates and advisors to
assist, and use your commercially reasonable efforts to have Guidant assist, us,
as promptly as practicable following execution of the Merger Agreement, in the
preparation of a Confidential Information Memorandum and other marketing
materials (the contents of which you shall be solely responsible for) to be
used in connection with the syndication, including using commercially
reasonable efforts to make available representatives of Guidant and (c) use
your commercially reasonable efforts to obtain, at your expense, monitored
public rating of each of the Credit Facilities and the Securities from Moody’s
Investors Service (“Moody’s”), Standard & Poor’s Ratings Group (“S&P”)
and Fitch Ratings Ltd. (“Fitch”) and to participate actively in the
process of securing such ratings. You also agree to use your commercially
reasonable efforts to ensure that our syndication efforts benefit materially
from your existing lending relationships.


 


3.             Fees.
As consideration for our commitments hereunder and our agreement to arrange,
manage, structure and syndicate the Credit Facilities, you agree to pay to us
the fees as set forth in the Fee Letter.


 


4.             Conditions.
Each Initial Lender’s several commitments hereunder are subject solely to (i) the
conditions set forth elsewhere herein and in Annex I to this Commitment
Letter, (ii) your compliance with your agreements in this Commitment Letter and
Fee Letter in all material respects and (iii) the following:


 


(a) the preparation, execution and delivery of definitive
documentation with respect to the Credit Facilities incorporating the terms
outlined in this Commitment Letter and in the Term Sheets and otherwise
reasonably satisfactory to the Initial Lenders and their counsel;


 


(b) BSC and Guidant shall have entered into the Merger Agreement with
the approval of a majority of the respective Boards of Directors of BSC and Guidant
and the current executed merger agreement among Johnson & Johnson, Shelby
Merger Sub, Inc. and Guidant Corporation (the “Existing Merger Agreement”)
shall have been terminated in accordance with its terms; and the Initial
Lenders shall have had the opportunity to review and shall be reasonably
satisfied with the Merger Agreement (and all exhibits, schedules, appendices
and attachments thereto and all material related agreements, if any) and the
other material documents for the Transactions, if any; it being acknowledged by
us that the Merger Agreement draft provided to the Initial Lenders on January 16,
2006 is acceptable to us;


 


(c) we shall have been afforded a period of not less than 30 days
following the date of the Merger Agreement to syndicate the Credit Facilities
and we shall be satisfied that, after the date hereof and until the syndication
of the Credit Facilities has been completed (as determined by us), none of BSC,
Guidant or any of its subsidiaries shall have syndicated or issued, attempted
to syndicate or issue, announced or authorized the announcement of, or engaged
in discussions concerning the syndication or issuance of any debt facility or
debt security of any of them, including renewals thereof, other than the Credit
Facilities and the Securities;


 


(d) there shall not have occurred any change, effect, event,
occurrence, state of facts or development which individually or in the
aggregate would reasonably be expected to result in any change or effect, that
is materially adverse to the business, financial condition or results of
operations of BSC and its subsidiaries, taken as a whole (after giving effect
to the Transactions) since September 30, 2005 (a “Material Adverse Change”);
provided, that none of the following shall be deemed, either alone or in
combination, to constitute, and none of the following shall be taken into
account in determining whether there has been or will be, a Material Adverse Change:
(A) any change, effect, event, occurrence, state of


 


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facts or development (1) in the financial or securities markets or the
economy in general, (2) in the industries in which BSC or any of its subsidiaries
(after giving effect to the Transactions) operates in general, to the extent
that such change, effect, event, occurrence, state of facts or development does
not disproportionately impact BSC or any of its subsidiaries (after giving
effect to the Transactions), or (3) resulting from any divestiture required to
be effected pursuant to the terms of the Merger Agreement, (B) any failure, in
and of itself, by BSC or Guidant to meet any internal or published projections,
forecasts or revenue or earnings predictions (it being understood that the facts
or occurrences giving rise or contributing to such failure may be deemed to
constitute, or be taken into account in determining whether there has been or
would reasonable be expected to be, a Material Adverse Change or (C) any effect
on BSC’s or Guidant’s business relating to or arising from any product recalls
announced by Guidant prior to the date of this Commitment Letter, or any
related pending or future litigation, investigations by governmental
authorities or other developments.


 


5.             Information
and Investigations. You hereby represent and covenant that (a) all written information
and data, and all other information and data in connection with the Lenders’ due
diligence investigations, that have been or will be made available by you or
any of your affiliates, representatives or advisors to us or any Lender
(whether prior to or on or after the date hereof) in connection with the
Transactions, taken as a whole (excluding financial projections, the “Information”),
is and will be complete and correct in all material respects and does not and
will not, taken as a whole, contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
contained therein not misleading in light of the circumstances under which such
statements are made (provided that any Information pertaining to Guidant is
either based on publicly available information or is being supplied to the best
of your knowledge), and (b) all financial projections concerning BSC and
its subsidiaries and the transactions contemplated hereby (the “Projections”)
that have been made or will be prepared by or on behalf of you or any of your
affiliates, representatives or advisors and that have been or will be made
available to us or any Lender in connection with the transactions contemplated
hereby have been and will be prepared in good faith based upon assumptions
believed by you to be reasonable. You agree to supplement the Information and
the Projections from time to time until the Closing Date and, if requested by
us, for a reasonable period thereafter necessary to complete the syndication of
the Credit Facilities so that the representation and covenant in the preceding
sentence remain correct in all material respects. In syndicating the Credit Facilities
we will be entitled to use and rely primarily on the Information and the
Projections without responsibility for independent check or verification
thereof.


 


You hereby acknowledge that (a) we will make available
Information and Projections to the proposed syndicate of Lenders through
posting on IntraLinks or another similar electronic system and (b) certain of
the proposed Lenders may be “public-side” Lenders (i.e., Lenders that do not
wish to receive material non-public information with respect to Borrower)
(each, a “Public Lender”). You hereby agree that (a) you will use
commercially reasonable efforts to identify that portion of the Information and
Projections that may be distributed to the Public Lenders and include a reasonably
detailed term sheet in such Information and that all of the foregoing that is
to be made available to Public Lenders shall be clearly and conspicuously
marked “PUBLIC”; (b) by marking materials “PUBLIC,” you shall be deemed to have
authorized us and the proposed Lenders to treat such materials as not
containing any material non-public information with respect to the Borrower for
purposes of United States federal and state securities laws, it being
understood that certain of such materials may be subject to the confidentiality
requirements of the definitive credit documentation; (c) all materials marked “PUBLIC”
are permitted to be made available by electronic means designated “Public
Investor;” and (d) we shall be entitled to treat any materials that are not
marked “PUBLIC” as being suitable only for posting by electronic means not
designated for “Public Lenders.”


 


6.             Indemnification.
You agree to indemnify and hold harmless each Initial Lender, each other
Lender, BAS, MLPF&S and their respective affiliates, and each such person’s
respective officers, directors, employees, agents and controlling persons (each
Initial Lender and each such other person being an “Indemnified


 


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Party”)
from and against any and all losses, claims, damages, costs, expenses and
liabilities, joint or several, to which any Indemnified Party may become
subject under any applicable law, or otherwise related to or arising out of or
in connection with this Commitment Letter, the Fee Letter, the Term Sheets, the
Credit Facilities, the loans thereunder and the use of proceeds therefrom, any
of the Transactions and the performance by any Indemnified Party of the
services contemplated hereby, and will reimburse each Indemnified Party for any
and all expenses (including counsel fees and expenses) as they are incurred in
connection with the investigation of or preparation for or defense of any
pending or threatened claim or any action or proceeding arising therefrom,
whether or not such Indemnified Party is a party and whether or not such claim,
action or proceeding is initiated or brought by or on behalf of you, Guidant,
or any of your or Guidant’s respective affiliates and whether or not any of the
Transactions are consummated or this Commitment Letter is terminated, except to
the extent determined by a final judgment of a court of competent jurisdiction
to have resulted primarily from such Indemnified Party’s bad faith, gross
negligence or willful misconduct. You also agree not to assert any claim
against any Indemnified Party, and each of us agrees not to assert any claim
against you, for special, indirect, consequential, punitive or exemplary
damages on any theory of liability in connection in any way with this
Commitment Letter, the Fee Letter, the Term Sheets, the Credit Facilities, the
loans thereunder and the use of proceeds therefrom, any of the Transactions and
the performance by any Indemnified Party of the services contemplated hereby. It
is further agreed that each of Merrill Lynch and Bank of America shall only
have liability to you (as opposed to any other person) and that each of Bank of
America and Merrill Lynch shall be liable solely in respect of its own
commitment to the Credit Facilities on a several, and not joint, basis with any
other Lender and that such liability shall only arise to the extent damages have
been caused by a breach of its obligations hereunder to negotiate in good faith
definitive documentation for the applicable Credit Facility on the terms set
forth herein, as determined in a final judgment by a court of competent
jurisdiction. Notwithstanding any other provision of this Commitment Letter, no
Indemnified Party shall be liable for any damages arising from the use by others
of information or other materials obtained through electronic
telecommunications or other information transmission systems.


 


You agree that, without our prior written consent,
neither you nor any of your affiliates or subsidiaries will settle, compromise
or consent to the entry of any judgment in any pending or threatened claim,
action or proceeding in respect of which indemnification has been or could be
sought under the indemnification provisions hereof (whether or not any other
Indemnified Party is an actual or potential party to such claim, action or
proceeding), unless such settlement, compromise or consent (i) includes an
unconditional written release in form and substance satisfactory to the
Indemnified Parties of each Indemnified Party from all liability arising out of
such claim, action or proceeding and (ii) does not include any statement
as to or an admission of fault, culpability or failure to act by or on behalf
of any Indemnified Party.


 


7.             Expenses.
You agree to reimburse us and our affiliates for our and their reasonable out-of-pocket
expenses upon our request made from time to time (including, without
limitation, all reasonable due diligence investigation expenses, fees of
consultants engaged with your consent (not to be unreasonably withheld),
syndication expenses (including printing, distribution, and bank meetings),
travel expenses, duplication fees and expenses and the reasonable fees, disbursements
and other charges of counsel (including any local or regulatory counsel) and
any sales, use or similar taxes (and any additions to such taxes) related to
any of the foregoing) incurred in connection with the negotiation, preparation,
execution and delivery, waiver or modification, collection and enforcement of
this Commitment Letter, the Term Sheets, the Fee Letter and the Credit
Documents, and whether or not such fees and expenses are incurred before or
after the date hereof or any loan documentation is entered into or the
Transactions are consummated or any extensions of credit are made under the
Credit Facilities or this Commitment Letter is terminated or expires.


 


8.             Confidentiality.
This Commitment Letter, the Term Sheets, the contents of any of the foregoing
and our and/or our affiliates’ activities pursuant hereto or thereto are
confidential and shall not be disclosed by or on behalf of you or any of your
affiliates to any person without our prior written consent, except that you may
disclose this Commitment Letter and the Term Sheets (i) to your and Guidant’s
and your and its


 


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respective
officers, directors, employees and advisors, and then only in connection with
the Transactions and on a confidential need-to-know basis and (ii) as you
are required to make by applicable law or compulsory legal process (based on
the advice of legal counsel); provided, however, that in the
event of any such compulsory legal process you agree to use commercially
reasonable efforts to give us prompt notice thereof and to cooperate with us in
securing a protective order in the event of compulsory disclosure and that any
disclosure of us, our several commitments, this Commitment Letter or the Term
Sheets made pursuant to public filings shall be subject to our prior review. You
agree that you will permit us to review and approve any reference to any of us
or any of our affiliates in connection with the Credit Facilities or the
transactions contemplated hereby contained in any press release or similar
public disclosure prior to public release. You agree that we and our affiliates
may share information concerning you and your respective subsidiaries and
affiliates among ourselves solely in connection with the performance of our
services hereunder and the evaluation and consummation of financings and
Transactions contemplated hereby. You also acknowledge that we or our
affiliates may be providing debt financing, equity capital or other services (including
financial advisory services) to parties whose interests may conflict with yours
or Guidant’s, including other potential purchasers of Guidant. We agree that we
will not furnish confidential information obtained from you or Guidant to any
of our other customers and that we will treat confidential information relating
to you or Guidant and your and their respective affiliates with the same degree
of care as we treat our own confidential information. We further advise you
that we and our affiliates will not make available to you, Borrower or Guidant confidential
information that we or they have obtained or may obtain from any other customer.


 


9.             Termination.
Our several commitments hereunder shall terminate in their entirety on the
earliest to occur of (A) September 30, 2006 if the Credit Documents are
not executed and delivered by Borrower and the Lenders on or prior to such
date, (B) the date of termination of the Merger Agreement in accordance with
its terms, (C) the date of execution and delivery of the Credit Documents by
Borrower and the Lenders and (D) if any event occurs or information becomes
available that results in the incurable failure to satisfy any condition set
forth or referred to in Section 4 of this Commitment Letter. Notwithstanding
the foregoing, the provisions of Sections 6, 7, 8, 10 and 11 hereof shall
survive any termination pursuant to this Section 9.


 


10.           Assignment;
No Fiduciary; Etc. This Commitment Letter and our several commitments
hereunder shall not be assignable by any party hereto (other than by us to our
affiliates) without the prior written consent of the other parties hereto, and
any attempted assignment shall be void and of no effect; provided, however,
that nothing contained in this Section 10 shall prohibit us (in our sole discretion)
from (i) performing any of our duties hereunder through any of our
affiliates, and you will owe any related duties (including those set forth in
Section 2 above) to any such affiliate, and (ii) granting (in
consultation with you) participations in, or selling (in consultation with you)
assignments of all or a portion of, the commitments or the loans under the
Credit Facilities pursuant to arrangements satisfactory to us. This Commitment
Letter is solely for the benefit of the parties hereto and does not confer any
benefits upon, or create any rights in favor of, any other person.


 


In connection with all aspects of each transaction
contemplated by this Commitment Letter, you acknowledge and agree, and
acknowledge your affiliates’ understanding, that (i) each transaction
contemplated by this Commitment Letter is an arm’s-length commercial
transaction, between Borrower, on the one hand, and each Initial Lender, on the
other hand, (ii) in connection with each such transaction and the process
leading thereto each Initial Lender will act solely as a principal and not as
agent (except as otherwise provided herein) or fiduciary of Borrower or its
respective stockholders, affiliates, creditors, employees or any other party,
(iii) no Initial Lender will assume an advisory or fiduciary responsibility in
favor of Borrower or any of its affiliates or stockholders with respect to any
of the transactions contemplated hereby or the process leading thereto (irrespective
of whether an Initial Lender has advised or is currently advising Borrower on
other matters) and no Initial Lender will have any obligation to Borrower or
any of its affiliates or stockholders with respect to the transactions contemplated
in this Commitment Letter except the obligations expressly set forth herein,
(iv) each


 


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Initial Lender may
be engaged in a broad range of transactions that involve interests that differ
from those of Borrower and its affiliates and stockholders, and (v) no Initial
Lender has provided and no Initial Lender will provide and legal, accounting,
regulatory or tax advice with respect to any of the transactions contemplated
hereby and Borrower has consulted and will consult its own legal, accounting,
regulatory, and tax advisors to the extent it deems appropriate. The matters
set forth in this Commitment Letter reflect an arm’s-length commercial
transaction between you and each Initial Lender. You hereby waive and release,
to the fullest extent permitted by law, any claims that you may have against each
Initial Lender with respect to any breach or alleged breach of fiduciary duty.


 


11.           Governing
Law; Waiver of Jury Trial. This Commitment Letter shall be governed by, and
construed in accordance with, the laws of the State of New York. Each of the
parties hereto waives all right to trial by jury in any action, proceeding or
counterclaim (whether based upon contract, tort or otherwise) related to or
arising out of any of the Transactions or the other transactions contemplated
hereby, or the performance by us or any of our affiliates of the services
contemplated hereby.


 


12.           Amendments;
Counterparts; etc. No amendment or waiver of any provision hereof or of the
Term Sheets shall be effective unless in writing and signed by the parties
hereto and then only in the specific instance and for the specific purpose for
which given. This Commitment Letter, the Term Sheets and the Fee Letter are the
only agreements between the parties hereto with respect to the matters
contemplated hereby and thereby and set forth the entire understanding of the
parties with respect thereto. This Commitment Letter may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement. Delivery
of an executed counterpart by telecopier shall be effective as delivery of a
manually executed counterpart.


 


13.           Patriot
Act. We hereby notify you that pursuant to the requirements of the USA
Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001)
(the “Patriot Act”), the Lenders may be required to obtain, verify and
record information that identifies Borrower and Guidant, which information includes
the name, address and tax identification number and other information regarding
them that will allow such Lender to identify them in accordance with the
Patriot Act. This notice is given in accordance with the requirements of the
Patriot Act and is effective as to the Lenders.


 


14.           Public
Announcements; Notices. We may, subject to your prior consent (not to be
unreasonably withheld, delayed or conditioned) at our expense, publicly
announce as we may choose the capacities in which we or our affiliates have
acted hereunder. Any notice given pursuant hereto shall be mailed or hand
delivered in writing, if to (i) you, at your address set forth on page one
hereof, with a copy to Maura E. O’Sullivan, Esq., at Sherman & Sterling
LLP, 599 Lexington Avenue, New York, NY 
10022; and (ii) the Initial Lenders, c/o Merrill Lynch, at World
Financial Center, North Tower, 250 Vesey Street, New York, New York  10281, Attention:  Sarang Gadkari, with a copy to Cahill
Gordon & Reindel LLP, 80 Pine Street, New York, New York  10005.


 


Please confirm that the foregoing correctly sets forth
our agreement of the terms hereof and the Fee Letter by signing and returning
to us c/o Merrill Lynch the duplicate copy of this letter and the Fee Letter
enclosed herewith. Unless we receive your executed duplicate copies hereof and
thereof by Midnight, New York City time, on January 16, 2006, our commitment
hereunder will expire at such time.


 


(Signature Page
Follows)


 


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We are pleased to have this opportunity and we look
forward to working with you on this transaction.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  MERRILL LYNCH CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  MERRILL LYNCH, PIERCE, FENNER & SMITH

  INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANC OF AMERICA SECURITIES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  
	
  Accepted and agreed to as of

  the date first written above:

  
	
   

  
	
  BOSTON SCIENTIFIC CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
									



 


S-1

















 


Annex I


 


Project Manhattan


Summary of Additional Conditions Precedent


 


Except as otherwise set forth below, the initial
borrowing under each of the Credit Facilities shall be subject to the
contemporaneous or prior satisfaction of the following additional conditions
precedent:


 


1.             The
Acquisition shall have been consummated in all material respects in accordance
with the terms of the Merger Agreement and all related agreements (without the
waiver or amendment of any material condition unless consented to by the
Arrangers).


 


2.             If
the Closing Date shall not have occurred on or prior to March 14, 2006, the
Lenders shall have received audited consolidated balance sheets and related
statements of income, stockholders’ equity and cash flows of each of BSC and Guidant
for the year ended December 31, 2005. The Lenders also shall have received unaudited
consolidated balance sheets and related statements of income, stockholders’
equity and cash flows of BSC and Guidant for each fiscal quarter ended after December
31, 2005 and ended 40 days before the Closing Date.


 


3.             With
respect to the Interim Loan, Borrower shall have provided to the Arrangers
(1) not later than 30 days prior to the Closing Date a substantially
complete draft registration statement or a Rule 144A confidential offering
memorandum relating to the issuance of the Securities, which contains all financial
statements and other data to be included therein (including all audited
financial statements, all unaudited financial statements (each of which shall
have undergone a SAS 100 review)) and all appropriate pro forma financial
statements prepared in accordance with, or reconciled to, generally accepted
accounting principles in the United States and prepared in accordance with
Regulation S-X under the Securities Act of 1933, as amended (the “Securities
Act”), and substantially all other data (including selected financial data)
that the Securities and Exchange Commission would require in a registered
offering of the Securities (collectively, the “Required Information”),
and (2) not later than 15 days prior to the Closing Date, a complete
printed preliminary offering memorandum or prospectus usable in a customary road
show relating to the issuance of the Securities which contains all Required
Information (the “Offering Document”). With respect to the Interim Loan,
Borrower and Guidant shall have cooperated reasonably and in good faith with
the marketing effort for the Note Offering with the view towards effecting the
issuance of the Securities in lieu of the draw down of the Interim Loan. The
Arrangers shall have had a period of not less than 15 days to market the Securities
prior to the Closing Date.


 


4.             Cancellation
of existing indebtedness (including the Existing Credit Facilities (as defined
in Exhibit A)) so that after giving effect to the Transactions, BSC and its
subsidiaries shall have outstanding no indebtedness or preferred stock (or
direct or indirect guarantee or other credit support in respect thereof or off
balance sheet equivalents including, without limitation, off balance sheet
receivables financing arrangements) other than the Loans, the Securities or the
Interim Loan, $1,850.0 million in outstanding senior notes maturing between
2011 and 2035 (together with any refinancing thereof and increased to the
extent of any and all commercially reasonable fees, expenses and premiums
associated with any such refinancing), the Subordinated Loan, approximately
$350.0 million of short-term debt of the type currently at Guidant and such
other indebtedness (including, without limitation, up to the full amount in
respect of BSC’s receivables securitization program substantially as in effect
on the date hereof) as is reasonably acceptable to the Arrangers.


 

















 


5.             No
law or regulation shall be applicable in the reasonable judgment of the
Arrangers that restrains, prevents or imposes material adverse conditions upon
the Transactions or the financing thereof, including the Credit Facilities. All
requisite governmental authorities and third parties shall have approved or
consented to the Transactions and the other transactions contemplated hereby to
the extent required (without the imposition of any materially burdensome
condition or qualification in the reasonable judgment of the Arrangers) and all
such approvals shall be in full force and effect, all applicable waiting
periods shall have expired and there shall be no governmental or judicial
action, actual or threatened, that has or could have a reasonable likelihood of
restraining, preventing or imposing materially burdensome or materially adverse
conditions on any of the Transactions or the other transactions contemplated hereby,
other than any such approvals or consents the absence of which could not
reasonably be expected to have a material adverse effect on the business,
operations, financial condition, liabilities (contingent or otherwise) or
prospects of BSC and its subsidiaries taken as a whole (after giving effect to
the Transactions). The Transactions and the financing therefor shall be in
compliance with all applicable laws and regulations. Notwithstanding the
foregoing, the Arrangers (1) consent to any Divestitures (as defined in the
Merger Agreement)  contemplated by
Section 5.03 to the Merger Agreement and such other immaterial divestitures as
may be required by applicable governmental or judicial authorities, and (2)
agree that any such Divestitures shall not be deemed to violate the conditions
set forth in this paragraph.


 


6.             The
Lenders shall have received such other customary legal opinions, corporate
documents and other customary instruments and/or certificates as they may
reasonably request.


 


7.             All
accrued fees and expenses (including the reasonable fees and expenses of
counsel to the Arrangers) of the Arrangers through the Closing Date invoiced with
reasonable detail at least one business day prior to the Closing Date in
connection with the Credit Documents shall have been paid; provided that the Arrangers
shall have provided an estimate and available reasonable detail five business
days prior to the Closing Date.


 


2

















 


	
  CONFIDENTIAL

  	
   

  	
  EXHIBIT A

  



 


SENIOR CREDIT FACILITIES


 


SUMMARY
OF TERMS AND CONDITIONS(a)


 


	
  Borrower:

  	
   

  	
  Boston Scientific Corporation or
  a subsidiary reasonably acceptable to the Arrangers guaranteed by BSC (“Borrower”).

  
	
   

  	
   

  	
   

  
	
  Joint Lead Arrangers:

  	
   

  	
  Merrill Lynch & Co., Merrill
  Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”) and Banc
  of America Securities LLC (together,
  the “Arrangers”).

  
	
   

  	
   

  	
   

  
	
  Administrative Agent:

  	
   

  	
  Bank of America, N.A. (in such capacity, the “Administrative Agent”).

  
	
   

  	
   

  	
   

  
	
  Syndication Agent:

  	
   

  	
  Merrill Lynch, Pierce, Fenner
  & Smith Incorporated.

  
	
   

  	
   

  	
   

  
	
  Lenders:

  	
   

  	
  Merrill Lynch Capital Corporation
  (or one of its affiliates), Bank of America, N.A. and a syndicate of financial institutions (the “Lenders”)
  arranged by MLPF&S and BAS in consultation with Borrower.

  
	
   

  	
   

  	
   

  
	
  Credit Facilities:

  	
   

  	
  Senior credit facilities (the “Senior
  Credit Facilities”) in an aggregate principal amount of up to $7.0
  billion, such Senior Credit Facilities comprised of:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (A)          Term Loan Facility. A term loan facility in an
  aggregate principal amount of $5.0 billion (the “Term Loan Facility”).
  Loans under the Term Loan Facility are herein referred to as “Term Loans”.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (B)           Revolving Credit Facility. A revolving credit
  facility in an aggregate principal amount of $2.0 billion (the “Revolving
  Facility”). Loans under the Revolving Facility are herein referred to as
  “Revolving Loans”; the Term Loans and the Revolving Loans are herein
  referred to collectively as “Loans”. An amount to be agreed of the
  Revolving Facility will be available as a letter of credit subfacility and as
  a swing line subfacility.

  
	
   

  	
   

  	
   

  
	
  Transactions:

  	
   

  	
  As described in the Commitment
  Letter.

  



 






(a)                                  Capitalized
terms used herein and not defined shall have the meanings assigned to such
terms in the attached Amended and Restated Credit Facilities Commitment Letter
(the “Commitment Letter”).


 


 


[SENIOR CREDIT
FACILITIES]


 

















 


	
  Availability/Purpose:

  	
   

  	
  (A)    Term
  Loan Facility. Term Loans will be available to finance a portion of the
  cash consideration for the Acquisition and related uses of cash, subject to
  the terms and conditions set forth in the Credit Documents, on the date of
  consummation of the Acquisition in one draw (the “Closing Date”). Term
  Loans repaid or prepaid may not be reborrowed.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (B)    Revolving Facility. The Revolving
  Facility will be available to be borrowed on the Closing Date to finance a
  portion of the cash consideration for the Acquisition and related uses of
  cash and for working capital purposes, subject to the terms and conditions
  set forth in the Credit Documents; provided that the amount of the
  Revolving Facility available on the Closing Date shall be reduced by the
  amount of the Abbott Investment. In addition, the Revolving Facility will be
  available after the Closing Date for working capital and general corporate
  purposes on a fully revolving basis, subject to the terms and conditions set
  forth in the Credit Documents, in the form of revolving loans, swing line
  loans and letters of credit on and after the Closing Date until the Revolver
  Maturity Date.

  
	
   

  	
   

  	
   

  
	
  Ranking:

  	
   

  	
  The Senior Credit Facility will
  be an unsecured senior obligation of Borrower ranking pari  passu
  with other senior indebtedness of Borrower, and senior to all subordinated
  indebtedness of Borrower which is not pari  passu therewith.

  
	
   

  	
   

  	
   

  
	
  Documentation:

  	
   

  	
  Substantially similar to the
  documentation governing the Borrower’s existing five-year credit facilities
  (the “Existing Credit Facilities”), modified as appropriate for the
  Transactions in a manner reasonably acceptable to Borrower and the Lenders.

  
	
   

  	
   

  	
   

  
	
  Termination of Commitments:

  	
   

  	
  The commitments in respect of the
  Senior Credit Facilities (including pursuant to the Commitment Letter) will
  terminate in their entirety on September 30, 2006 if the initial funding
  under the Senior Credit Facilities does not occur on or prior to such date.

  
	
   

  	
   

  	
   

  
	
  Final Maturity:

  	
   

  	
  (A)    Term
  Loan Facility. The Term Loan Facility will mature on the fifth anniversary
  of the Closing Date.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (B)    Revolving Facility. The Revolving
  Facility will mature on the fifth anniversary of the Closing Date (the “Revolver
  Maturity Date”).

  
	
   

  	
   

  	
   

  
	
  Amortization:

  	
   

  	
  The Term Loan Facility will
  amortize at the end of each year after the Closing Date as set forth below:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Year 1

  	
   

  	
  0

  	
  %

  	
   

  
	
   

  	
   

  	
  Year 2

  	
   

  	
  13

  	
  %

  	
   

  
	
   

  	
   

  	
  Year 3

  	
   

  	
  13

  	
  %

  	
   

  
	
   

  	
   

  	
  Year 4

  	
   

  	
  34

  	
  %

  	
   

  
	
   

  	
   

  	
  Year 5

  	
   

  	
  40

  	
  %

  	
   

  



 


2

















 


	
  Letters of Credit:

  	
   

  	
  A sublimit under the Revolving
  Facility will be available for letters of credit (“Letters of Credit”).
  Letters of Credit under the Revolving Facility will be issued by a Lender to
  be agreed by the Arrangers and Borrower (in such capacity, the “L/C Lender”).
  The issuance of all Letters of Credit shall be subject to the customary
  procedures of the L/C Lender and shall otherwise be on a basis substantially
  similar to the Existing Credit Facilities.

  
	
   

  	
   

  	
   

  
	
  Letter of Credit Fees:

  	
   

  	
  Letter of Credit fees will be
  payable for the account of the Revolving Facility Lenders on the daily
  average undrawn face amount of each Letter of Credit at a rate per  annum
  equal to the applicable margin for Revolving Loans that are LIBOR rate loans
  in effect at such time, which fees shall be paid quarterly in arrears. In
  addition, an issuing fee on the face amount of each Letter of Credit equal to
  0.125% per  annum shall be payable to the L/C Lender for its own
  account, which fee shall also be payable quarterly in arrears.

  
	
   

  	
   

  	
   

  
	
  Multicurrency Facility:

  	
   

  	
  A sublimit under the Revolving
  Facility will be available for borrowing (which may be at a subsidiary level
  guaranteed by Borrower) in Available Foreign Currencies (as defined in the
  Existing Credit Facilities) on a basis substantially similar to the Existing
  Credit Facilities (including the designation of Local Currency Facilities (as
  defined in the Existing Credit Facilities)).

  
	
   

  	
   

  	
   

  
	
  Swingline Facility:

  	
   

  	
  A sublimit under the Revolving
  Facility will be available for swingline loans (“Swingline Loans”).
  Swingline Loans will be made by a Lender to be agreed with the Arrangers and
  Borrower (in such capacity, the “Swingline Lender”). Swingline Loans
  shall be subject to the customary procedures of the Swingline Lender and
  shall otherwise be made on a basis substantially similar to the Existing
  Credit Facilities.

  
	
   

  	
   

  	
   

  
	
  Interest Rates and Fees:

  	
   

  	
  Interest rates and fees in
  connection with the Senior Credit Facilities will be as specified on Annex
  I attached hereto.

  
	
   

  	
   

  	
   

  
	
  Competitive Advance Facility

  	
   

  	
  The Revolving Facility will
  provide for a competitive advance facility on a basis substantially similar
  to the Existing Credit Facilities.

  
	
   

  	
   

  	
   

  
	
  Default Rate:

  	
   

  	
  Overdue principal, interest and
  other amounts shall bear interest at a rate per  annum equal to
  2% in excess of the applicable interest rate (including applicable margin).

  
	
   

  	
   

  	
   

  
	
  Mandatory Prepayments:

  	
   

  	
  Revolving Loans will be
  immediately prepaid to the extent that the aggregate extensions of credit
  under the Revolving Facility exceed the commitments then in effect under the
  Revolving Facility. In addition, Revolving Loans available on the Closing
  Date shall be reduced by the amount of the Abbott Investment.

  



 


3

















 


	
  Voluntary Prepayments/Reductions
  in Commitments:

  	
   

  	
  (A)    Term Loan Facility. Term Loans may
  be prepaid at any time in whole or in part at the option of Borrower, in a
  minimum principal amount and in multiples to be agreed upon, without premium
  or penalty (except, in the case of LIBOR borrowings, breakage costs related
  to prepayments not made on the last day of the relevant interest period).
  Voluntary prepayments shall be applied pro  rata to the
  remaining scheduled amortization payments in respect the Term Loan Facility.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (B)    Revolving Facility. The unutilized
  portion of the commitments under the Revolving Facility may be reduced and
  loans under the Revolving Facility may be repaid at any time, in each case,
  at the option of Borrower, in a minimum principal amount and in multiples to
  be agreed upon, without premium or penalty (except, in the case of LIBOR
  borrowings, breakage costs related to prepayments not made on the last day of
  the relevant interest period).

  
	
   

  	
   

  	
   

  
	
  Conditions to Effectiveness and
  to Initial Loans:

  	
   

  	
  The effectiveness of the credit
  agreement and the making of the initial Loans under the Senior Credit
  Facilities shall be subject to (and shall only be subject to) the conditions
  precedent that are specified herein and in the Commitment Letter and to the
  accuracy of representations and warranties (i) in the Merger Agreement that
  are material to interests of the Lenders, but the accuracy of such
  representations and warranties shall be a condition precedent to effectiveness
  of the credit agreement and the making of the initial Loans under the Senior
  Credit Facilities only to the extent Borrower has a right to terminate its
  obligations under the Merger Agreement as a result of a breach of such
  representations in the Merger Agreement, and (ii) in the Senior Credit
  Facilities relating to corporate power and authority, the enforceability, due
  authorization, execution and delivery of the Credit Documents, Federal
  Reserve margin regulations and the Investment Company Act (all such
  conditions to be satisfied in a manner satisfactory to the Arrangers and the
  Lenders or the Required Lenders (as the case may be) (as defined below under
  “Required Lenders”)).

  



 


4

















 


	
  Conditions to All Other Extensions
  of Credit:

  	
   

  	
  Each extension of credit under
  the Senior Credit Facilities other than the making of the initial Loans on
  the Closing Date will be subject to customary conditions, including the
  (i) absence of any Default or Event of Default (to be defined) and
  (ii) continued accuracy of all representations and warranties in all
  material respects (to the extent not qualified by materiality standards), it
  being understood that with respect to such extensions of credit the
  representations and warranties relating to no material adverse change and no
  material litigation shall be required to be accurate in all material respects
  only as of the Closing Date as contemplated above under “Conditions to
  Effectiveness and to Initial Loans.”

  
	
   

  	
   

  	
   

  
	
  Representations and Warranties:

  	
   

  	
  Substantially similar to the
  Existing Credit Facilities, modified as appropriate for the Transactions in a
  manner reasonably acceptable to Borrower and the Lenders.

  
	
   

  	
   

  	
   

  
	
  Affirmative Covenants:

  	
   

  	
  Substantially similar to the
  Existing Credit Facilities, modified as appropriate for the Transactions in a
  manner reasonably acceptable to Borrower and the Lenders.

  
	
   

  	
   

  	
   

  
	
  Negative Covenants:

  	
   

  	
  Substantially similar to the
  Existing Credit Facilities, modified as appropriate for the Transactions in a
  manner reasonably acceptable to Borrower and the Lenders (and including,
  without limitation, limitation on indebtedness of subsidiaries).

  
	
   

  	
   

  	
   

  
	
  Financial Covenants:

  	
   

  	
  Consolidated Leverage Ratio (as
  defined in the Existing Credit Facilities) and Minimum Interest Coverage
  Ratio.

  
	
   

  	
   

  	
   

  
	
  Events of Default:

  	
   

  	
  Substantially similar to the
  Existing Credit Facilities, modified as appropriate for the Transactions in a
  manner reasonably acceptable to Borrower and the Lenders.

  
	
   

  	
   

  	
   

  
	
  Yield Protection and Increased
  Costs:

  	
   

  	
  Substantially similar to the
  Existing Credit Facilities, modified as appropriate for the Transactions in a
  manner reasonably acceptable to Borrower and the Lenders.

  
	
   

  	
   

  	
   

  
	
  Assignments and Participations:

  	
   

  	
  Each assignment (unless to
  another Lender or its affiliates) shall be in a minimum amount of $5.0
  million in the case of the Term Loan Facility and $5.0 million in the case of
  the Revolving Facility (unless in each case Borrower and the Administrative
  Agent otherwise consent or unless the assigning Lender’s exposure is thereby
  reduced to zero). Assignments (which may be non-pro  rata among
  loans and commitments) shall be permitted with Borrower’s and the
  Administrative Agent’s consent (such consent not to be unreasonably withheld,
  delayed or conditioned), except that no such consent of Borrower need be
  obtained to effect an assignment to any Lender (or its affiliates) or if any
  default has occurred and is continuing or if determined by the Administrative
  Agent, in consultation with Borrower, to be necessary to achieve a successful
  syndication. Participations 

  



 


5

















 


	
   

  	
   

  	
  shall be permitted without
  restriction. Voting rights of participants will be subject to customary
  limitations.

  
	
   

  	
   

  	
   

  
	
  Required Lenders:

  	
   

  	
  Lenders having a majority of the
  outstanding credit exposure (the “Required Lenders”), subject to
  amendments of certain provisions of the Credit Documents requiring the
  consent of Lenders having a greater share (or all) of the outstanding credit
  exposure or Lenders having a majority of the outstanding credit exposure with
  respect to a particular facility. Amendments prior to the completion of the
  primary syndication of the Senior Credit Facilities (as determined by the
  Arrangers) shall also require the consent of the Arrangers.

  
	
   

  	
   

  	
   

  
	
  Expenses and Indemnification:

  	
   

  	
  In addition to those
  out-of-pocket expenses reimbursable under the Commitment Letter, all
  reasonable out-of-pocket expenses of the Arrangers and the Administrative
  Agent (and the Lenders solely for enforcement costs and documentary taxes)
  associated with the preparation, execution and delivery of any waiver or
  modification (whether or not effective) of, and the enforcement of, any
  Credit Document (including the reasonable fees, disbursements and other
  charges of counsel for the Arrangers) are to be paid by the Borrower.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Borrower will indemnify each
  of the Arrangers, the Administrative Agent and the other Lenders and hold
  them harmless from and against all costs, expenses (including fees,
  disbursements and other charges of counsel) and liabilities arising out of or
  relating to any litigation or other proceeding (regardless of whether the
  Arrangers, the Administrative Agent or any such other Lender is a party
  thereto) that relate to the Transactions or any transactions related thereto,
  except to the extent determined by a final judgment of a court of competent
  jurisdiction to have arisen primarily from such person’s bad faith, gross
  negligence or willful misconduct.

  
	
   

  	
   

  	
   

  
	
  Governing Law and Forum:

  	
   

  	
  New York.

  
	
   

  	
   

  	
   

  
	
  Waiver of Jury Trial:

  	
   

  	
  All parties to the Credit
  Documents waive the right to trial by jury.

  
	
   

  	
   

  	
   

  
	
  Special Counsel for Arrangers:

  	
   

  	
  Cahill Gordon & Reindel LLP.

  



 


6

















ANNEX I


 


	
  Interest Rates and Fees:

  	
   

  	
  Borrower will be entitled to make
  borrowings based on the ABR plus the Applicable Margin or LIBOR plus the
  Applicable Margin. The “Applicable Margin” shall be (A) with respect to LIBOR
  Loans under the Term Loan Facility and the Revolving Facility, the amount set
  forth in the Facility Fee and Applicable Margin Schedule below and
  (B) with respect to ABR Loans under the Term Loan Facility and the
  Revolving Facility 0.0% per  annum.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Unless consented to by the
  Arrangers in their sole discretion, no LIBOR Loans may be elected on the
  Closing Date or prior to the date 30 days thereafter (unless the completion
  of the primary syndication of the Senior Credit Facilities as determined by
  the Arrangers shall have occurred), except that from and after the fifth
  business day after the Closing Date LIBOR periods of 14 days may be elected
  until the thirtieth day after the Closing Date.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “ABR” means the higher of
  (i) the corporate base rate of interest announced by the Administrative
  Agent from time to time, changing effective on the date of announcement of
  said corporate base rate changes, and (ii) the Federal Funds Rate plus
  0.50% per  annum. The corporate base rate is not necessarily the
  lowest rate charged by the Administrative Agent to its customers.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “LIBOR” means the rate
  determined by the Administrative Agent to be available to the Lenders in the
  London interbank market for deposits in US Dollars in the amount of, and for
  a maturity corresponding to, the amount of the applicable LIBOR Loan, as
  adjusted for maximum statutory reserves.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Borrower may select interest
  periods of one, two, three, six, nine (or if available to all of the
  applicable Lenders, twelve) months for LIBOR borrowings. Interest will be
  payable in arrears (i) in the case of ABR Loans, at the end of each quarter
  and (ii) in the case of LIBOR Loans, at the end of each interest period and,
  in the case of any interest period longer than three months, no less
  frequently than every three months. Interest on all borrowings shall be
  calculated on the basis of the actual number of days elapsed over (x) in
  the case of LIBOR Loans, a 360-day year, and (y) in the case of ABR
  Loans, a 365- or 366-day year, as the case may be.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facility fees accrue on the full
  commitment, whether drawn or undrawn, under the Revolving Facility,
  commencing on the date of the execution and delivery of the Credit Documents.
  The facility fee in respect of the Revolving Facility will be according to
  the Fee and Rate Schedule below.

  



 

















 


	
   

  	
   

  	
  All facility fees will be payable
  in arrears at the end of each quarter and upon any termination of any
  commitment, in each case for the actual number of days elapsed over a 360-day
  year.

  



 


Facility Fee and Applicable Margin Schedule


 


	
  Ratings
  Category (Moody’s

  and S&P / Fitch)

  	
   

  	
  Facility Fee

  	
   

  	
  Revolving Facility

  =<50% drawn

  Applicable

  Margin

  	
   

  	
  Revolving Facility

  >50% drawn

  Applicable

  Margin

  	
   

  	
  Term Loan Facility

  Applicable

  Margin

  	
   

  
	
  I.       >=A1
  and A+

  	
   

  	
  0.050

  	
  %

  	
  0.150

  	
  %

  	
  0.250

  	
  %

  	
  0.300

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  II.      >=A2 and A but less than Category I

  	
   

  	
  0.060

  	
   

  	
  0.190

  	
   

  	
  0.290

  	
   

  	
  0.350

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  III.     >=A3
  and A- but less than Category II

  	
   

  	
  0.075

  	
   

  	
  0.225

  	
   

  	
  0.325

  	
   

  	
  0.400

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IV.     >=Baa1
  and BBB+ but less than 

  Category III

  	
   

  	
  0.100

  	
   

  	
  0.400

  	
   

  	
  0.500

  	
   

  	
  0.600

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  V.      >=Baa2
  and BBB but less than 

  Category IV

  	
   

  	
  0.125

  	
   

  	
  0.500

  	
   

  	
  0.600

  	
   

  	
  0.725

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VI.     >=Baa3
  and BBB- but less than 

  Category V

  	
   

  	
  0.150

  	
   

  	
  0.600

  	
   

  	
  0.700

  	
   

  	
  0.850

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VII.   <Baa3
  or BBB-

  	
   

  	
  0.175

  	
   

  	
  0.650

  	
   

  	
  0.825

  	
   

  	
  1.000

  	
   

  



 


A Ratings Category shall
apply at any date if, at such date, the ratings are better than or equal to at
least two of the three ratings in any such Ratings Category, and a higher
Ratings Category does not apply.


 


2

















 


	
  CONFIDENTIAL

  	
   

  	
  EXHIBIT B

  



 


INTERIM LOAN


 


SUMMARY
OF TERMS AND CONDITIONS(a)


 


	
  Borrower:

  	
   

  	
  Boston Scientific Corporation or
  a subsidiary reasonably acceptable to the Arrangers guaranteed by BSC (“Borrower”).

  
	
   

  	
   

  	
   

  
	
  Joint Lead Arrangers:

  	
   

  	
  Merrill Lynch & Co., Merrill
  Lynch, Pierce, Fenner & Smith Incorporated and Banc of America
  Securities LLC (together, the “Arrangers”).

  
	
   

  	
   

  	
   

  
	
  Administrative Agent:

  	
   

  	
  Bank of America, N.A. (in such
  capacity, the “Administrative Agent”).

  
	
   

  	
   

  	
   

  
	
  Syndication Agent:

  	
   

  	
  Merrill Lynch, Pierce, Fenner
  & Smith Incorporated.

  
	
   

  	
   

  	
   

  
	
  Lenders:

  	
   

  	
  Merrill Lynch Capital Corporation
  (or one of its affiliates), Bank of America, N.A. and a syndicate of financial institutions (the “Lenders”)
  arranged by MLPF&S and BAS in consultation with Borrower.

  
	
   

  	
   

  	
   

  
	
  Interim Loan:

  	
   

  	
  A term loan (the “Interim Loan”)
  in an aggregate principal amount of up to $7.0 billion.

  
	
   

  	
   

  	
   

  
	
  Transactions:

  	
   

  	
  As described in the Commitment
  Letter.

  
	
   

  	
   

  	
   

  
	
  Availability/Purpose:

  	
   

  	
  The Interim Loan will be
  available to finance a portion of the cash consideration for the Acquisition
  and related uses of cash, subject to the terms and conditions set forth in
  the Credit Documents, on the date of consummation of the Acquisition in one
  draw (the “Closing Date”). To the extent that the Interim Loan is
  repaid or prepaid, it may not be reborrowed.

  
	
   

  	
   

  	
   

  
	
  Ranking:

  	
   

  	
  The Interim Loan will be an
  unsecured senior obligation of Borrower ranking pari  passu with
  other senior indebtedness of Borrower, and senior to all subordinated indebtedness
  of Borrower which is not pari  passu therewith.

  
	
   

  	
   

  	
   

  
	
  Documentation:

  	
   

  	
  Substantially similar to the
  documentation governing the Senior Credit Facilities.

  



 






(a)                                  Capitalized
terms used herein and not defined shall have the meanings assigned to such
terms in the attached Amended and Restated Credit Facilities Commitment Letter
(the “Commitment Letter”).


 


[INTERIM LOAN]


 

















 


	
  Termination of Commitments:

  	
   

  	
  The commitments in respect of the
  Interim Loan (including pursuant to the Commitment Letter) will terminate in
  their entirety upon the first to occur of (1) September 30, 2006 if the
  funding of the Interim Loan does not occur on or prior to such date or (2)
  the consummation of the Acquisition without funding of the Interim Loan.

  
	
   

  	
   

  	
   

  
	
  Final Maturity:

  	
   

  	
  The Interim Loan will mature 364
  days following the Closing Date.

  
	
   

  	
   

  	
   

  
	
  Amortization:

  	
   

  	
  None.

  
	
   

  	
   

  	
   

  
	
  Interest Rates and Fees:

  	
   

  	
  Interest rates and fees in
  connection with the Interim Loan will be as specified on Annex I attached
  hereto.

  
	
   

  	
   

  	
   

  
	
  Default Rate:

  	
   

  	
  Overdue principal, interest and
  other amounts shall bear interest at a rate per annum equal to
  2% in excess of the applicable interest rate (including applicable margin).

  
	
   

  	
   

  	
   

  
	
  Mandatory Prepayments:

  	
   

  	
  The Interim Loan will be required
  to be prepaid at par with (a) 100% of the net cash proceeds of any asset sale
  (other than sales of inventory in the ordinary course of business and certain
  other asset sales to be agreed) including, without limitation, the Asset
  Sales and any condemnation and insurance proceeds related thereto); (b) the
  issuance of any debt (other than under the Senior Credit Facilities or the Subordinated
  Loan and subject to exceptions and baskets to be negotiated); and
  (c) any sale or issuance of any capital stock or any securities
  convertible into or exchangeable for capital stock or any warrants, rights or
  options to acquire capital stock (including the amount of the Abbott
  Investment not used to reduce Revolving Loans and subject to baskets and
  exceptions to be agreed upon).

  
	
   

  	
   

  	
   

  
	
  Voluntary Prepayments/Reductions
  in Commitments:

  	
   

  	
  The Interim Loan may be prepaid
  at any time in whole or in part at the option of Borrower, in a minimum
  principal amount and in multiples to be agreed upon, without premium or
  penalty (except, in the case of LIBOR borrowings, breakage costs related to
  prepayments not made on the last day of the relevant interest period).

  
	
   

  	
   

  	
   

  
	
  Conditions to Effectiveness and
  to Interim Loan:

  	
   

  	
  The effectiveness of the credit
  agreement and the making of the Interim Loan shall be subject to (and shall
  only be subject to) the conditions precedent that are specified herein and in
  the Commitment Letter and to the accuracy of representations and warranties
  (i) in the Merger Agreement that are material to interests of the Lenders,
  but the accuracy of such representations and warranties shall be a condition
  precedent to effectiveness of the credit agreement and the making of the
  Interim Loans only to the extent Borrower has a right to terminate its
  obligations under the Merger Agreement as a result of a breach of such
  representations in the Merger Agreement, and (ii) in the Interim Loan
  relating to corporate power and authority, the enforceability, due
  authorization, execution and delivery of the Credit Documents, Federal
  Reserve margin

  



 


2

















 


	
   

  	
   

  	
  regulations and the Investment
  Company Act (all such conditions to be satisfied in a manner satisfactory to
  the Arrangers and the Lenders or the Required Lenders (as the case may be)
  (as defined below under “Required Lenders”)).

  
	
   

  	
   

  	
   

  
	
  Representations and Warranties:

  	
   

  	
  Same as Senior Credit Facilities.

  
	
   

  	
   

  	
   

  
	
  Affirmative Covenants:

  	
   

  	
  Except as provided below, same as
  the Senior Credit Facilities.

  
	
   

  	
   

  	
   

  
	
  Negative Covenants:

  	
   

  	
  Same as the Senior Credit
  Facilities.

  
	
   

  	
   

  	
   

  
	
  Financial Covenants:

  	
   

  	
  Same as the Senior Credit
  Facilities.

  
	
   

  	
   

  	
   

  
	
  Refinancing of Interim Loan:

  	
   

  	
  Borrower shall (i) cooperate with the
  investment banks party to the Engagement Letter (the “Take-out Banks”)
  and provide the Take-out Banks with information required by the Take-out
  Banks in connection with the offering of debt securities (the “Debt Offering”)
  or other means of refinancing the Interim Loan, (ii) assist the Take-out
  Banks in connection with the marketing of the Take-out Securities (including
  promptly providing to the Take-out Banks any information reasonably requested
  to effect the issue and sale of the Take-out Securities and making available
  senior management of Borrower for investor meetings), (iii) cooperate
  with the Take-out Banks in the timely preparation of any registration
  statement or private placement memorandum relating to the Debt Offering and
  other marketing materials to be used in connection with the syndication of
  the Interim Loan and (iv) prepare and keep updated for use at any time an
  Offering Document.

  
	
   

  	
   

  	
   

  
	
  Events of Default:

  	
   

  	
  Same as the Senior Credit
  Facilities.

  
	
   

  	
   

  	
   

  
	
  Yield Protection and Increased
  Costs:

  	
   

  	
  Same as the Senior Credit
  Facilities.

  
	
   

  	
   

  	
   

  
	
  Assignments and Participations:

  	
   

  	
  Each assignment (unless to
  another Lender or its affiliates) shall be in a minimum amount of $5.0
  million (unless Borrower and the Administrative Agent and Syndication Agent
  otherwise consent or unless the assigning Lender’s exposure is thereby
  reduced to zero). Assignments (which may be non-pro  rata among
  loans and commitments) shall be permitted with Borrower’s and the Administrative
  Agent’s and Syndication Agent’s consent (such consent not to be unreasonably
  withheld, delayed or conditioned), except that no such consent of Borrower
  need be obtained to effect an assignment to any Lender (or its affiliates) or
  if any default has occurred and is continuing or if determined by the
  Administrative Agent and Syndication Agent, in consultation with Borrower, to
  be necessary to achieve a successful syndication. Participations shall

  



 


3

















 


	
   

  	
   

  	
  be permitted without restriction.
  Voting rights of participants will be subject to customary limitations.

  
	
   

  	
   

  	
   

  
	
  Required Lenders:

  	
   

  	
  Lenders having a majority of the
  outstanding credit exposure (the “Required Lenders”), subject to
  amendments of certain provisions of the Credit Documents requiring the
  consent of Lenders having a greater share (or all) of the outstanding credit
  exposure or Lenders having a majority of the outstanding credit exposure with
  respect to a particular facility. Amendments prior to the completion of the
  primary syndication of the Interim Loan (as determined by the Arrangers)
  shall also require the consent of the Arrangers.

  
	
   

  	
   

  	
   

  
	
  Expenses and Indemnification:

  	
   

  	
  In addition to those
  out-of-pocket expenses reimbursable under the Commitment Letter, all
  reasonable out-of-pocket expenses of the Arrangers and the Administrative
  Agent (and the Lenders solely for enforcement costs and documentary taxes)
  associated with the preparation, execution and delivery of any waiver or
  modification (whether or not effective) of, and the enforcement of, any
  Credit Document (including the reasonable fees, disbursements and other
  charges of counsel for the Arrangers) are to be paid by the Borrower.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Borrower will indemnify each
  of the Arrangers, the Administrative Agent and the other Lenders and hold
  them harmless from and against all costs, expenses (including fees,
  disbursements and other charges of counsel) and liabilities arising out of or
  relating to any litigation or other proceeding (regardless of whether the
  Arrangers, the Administrative Agent or any such other Lender is a party
  thereto) that relate to the Transactions or any transactions related thereto,
  except to the extent determined by a final judgment of a court of competent
  jurisdiction to have arisen primarily from such person’s bad faith, gross
  negligence or willful misconduct.

  
	
   

  	
   

  	
   

  
	
  Governing Law and Forum:

  	
   

  	
  New York.

  
	
   

  	
   

  	
   

  
	
  Waiver of Jury Trial:

  	
   

  	
  All parties to the Credit
  Documents waive the right to trial by jury.

  
	
   

  	
   

  	
   

  
	
  Special Counsel for Arrangers:

  	
   

  	
  Cahill Gordon & Reindel LLP.

  



 


4

















ANNEX I


 


	
  Interest Rates and Fees:

  	
   

  	
  Borrower will be entitled to make
  borrowings based on the ABR plus the Applicable Margin or LIBOR plus the
  Applicable Margin. The “Applicable Margin” shall be (A) with respect to LIBOR
  Loans, the amount set forth in the Applicable Margin Schedule below; and
  (B) with respect to ABR Loans, 0.0% per  annum.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Unless consented to by the
  Arrangers in their sole discretion, no LIBOR Loans may be elected on the
  Closing Date or prior to the date 30 days thereafter (unless the completion
  of the primary syndication of the Interim Loan as determined by the Arrangers
  shall have occurred), except that from and after the fifth business day after
  the Closing Date LIBOR periods of 14 days may be elected until the thirtieth
  day after the Closing Date.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “ABR” means the higher of
  (i) the corporate base rate of interest announced by the Administrative
  Agent from time to time, changing effective on the date of announcement of said
  corporate base rate changes, and (ii) the Federal Funds Rate plus 0.50% per
  annum. The corporate base rate is not necessarily the lowest rate
  charged by the Administrative Agent to its customers.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “LIBOR” means the rate
  determined by the Administrative Agent to be available to the Lenders in the
  London interbank market for deposits in US Dollars in the amount of, and for
  a maturity corresponding to, the amount of the applicable LIBOR Loan, as
  adjusted for maximum statutory reserves.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Borrower may select interest
  periods of one, two, three, six, nine (or if available to all of the
  applicable Lenders, twelve) months for LIBOR borrowings. Interest will be
  payable in arrears (i) in the case of ABR Loans, at the end of each quarter
  and (ii) in the case of LIBOR Loans, at the end of each interest period and,
  in the case of any interest period longer than three months, no less
  frequently than every three months. Interest on all borrowings shall be
  calculated on the basis of the actual number of days elapsed over (x) in
  the case of LIBOR Loans, a 360-day year, and (y) in the case of ABR
  Loans, a 365- or 366-day year, as the case may be.

  



 

















Applicable Margin Schedule


 


	
  Ratings Category (Moody’s and
  S&P / Fitch)

  	
   

  	
  Applicable

  Margin

  	
   

  
	
  I.       >=A1 and A+

  	
   

  	
  0.300

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  II.      >=A2 and A but less than Category I

  	
   

  	
  0.350

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  III.     >=A3
  and A- but less than Category II

  	
   

  	
  0.400

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  IV.     >=Baa1
  and BBB+ but less than Category III

  	
   

  	
  0.600

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  V.      >=Baa2 and BBB but less than Category
  IV

  	
   

  	
  0.725

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  VI.     >=Baa3
  and BBB- but less than Category V

  	
   

  	
  0.850

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  VII.   <Baa3
  or BBB-

  	
   

  	
  1.000

  	
   

  



 


A Ratings Category shall
apply if at such date, the ratings are better than or equal to at least two of
the three ratings in any such Ratings Category, and a higher Ratings Category
does not apply.


 


2