exv4w2






Exhibit 4.2




          This Security is a Registered Security in permanent global form within the meaning of the
Indenture hereinafter referred to and is registered in the name of the Depositary or a nominee of
the Depositary. This Security is exchangeable for Securities registered in the name of a person
other than the Depositary or its nominee only in the limited circumstances described in the
Indenture. Unless and until it is exchanged in whole or in part for Securities in definitive
registered form, this Security may not be transferred except as a whole by the Depositary to the
nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of
the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of
such successor Depositary.




          Unless this Security is presented by an authorized representative of The Depository Trust
Company (55 Water Street, New York, New York) to the issuer or its agent for registration of
transfer, exchange or payment, and any Security issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository Trust Company and
any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest
herein.




 









 








			
	 	 	 
	No. ___
	 	CUSIP No.: 101137 AJ6
	 
	 	ISIN No.: US101137AJ68






$                    




4.500% SENIOR NOTE DUE 2015




BOSTON SCIENTIFIC CORPORATION promises to pay

to Cede & Co. or registered assigns the principal sum of

                     DOLLARS ($                    ) on

January 15, 2015.



Interest Payment Dates: January 15 and July 15 of each year, commencing July 15, 2010.



Regular Record Dates: January 1 and July 1.




     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



[SIGNATURE PAGE FOLLOWS]




 









 








     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



Dated: December __, 2009




	 	 	 	 	 	 	 
	 	 	BOSTON SCIENTIFIC CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	  

Milan
Kofol
	 	 
	 

	 	Title:
	 	Vice President, Treasurer	 	 






     [corporate seal]



Attest:




	 	 	 	 	 
	By: 

Name:

	 	  

Lawrence
J. Knopf
	 	 
	Title:

	 	Assistant Secretary	 	 






 









 





TRUSTEE’S CERTIFICATE OF AUTHENTICATION




Dated: December __, 2009




          This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.




	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A.,

as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	  

Authorized
Signatory
	 	 






 









 






[REVERSE OF FORM OF SECURITY]




BOSTON SCIENTIFIC CORPORATION




4.500% SENIOR NOTE DUE 2015




          1. Interest. BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (the “Company”),
which definition shall include any successor thereto in accordance with the Indenture (as defined
below), promises to pay, until the principal hereof is paid or made available for payment, interest
on the principal amount set forth on the reverse side hereof at a rate of 4.500% per
annum. Interest on the Securities will accrue from and including the most recent date to
which interest has been paid or, if no interest has been paid, from December 14, 2009 through but
excluding the date on which interest is paid. Interest shall be payable in arrears on January 15
and July 15 of each year (each an “Interest Payment Date”), commencing July 15, 2010. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.



          2. Method of Payment. The Company will pay interest on the Securities to the Persons
who are registered Holders of Securities at the close of business on the immediately preceding
January 1 and July 1 of each year (each, a “Regular Record Date”). Holders must surrender
Securities to a Paying Agent to collect principal payments. The Company will pay principal, the
Redemption Price (pursuant to paragraph 5 herein) and interest in money of the United States that
at the time of payment is legal tender for payment of public and private debts. At the Company’s
option, interest may be paid by check mailed to the registered address of the Holder or by wire
transfer to an account designated by the Holder of this Security; provided, however, that so long
as the Securities are registered in the name of The Depository Trust Company (“DTC”), or its
nominee, all payments of principal, Redemption Price (pursuant to paragraph 5 herein) and interest
in respect thereof will be made in immediately available funds.



          3. Paying Agent and Security Registrar. Initially, The Bank of New York Mellon Trust
Company, N.A., will act as Paying Agent and Security Registrar. The Company may change any Paying
Agent or Security Registrar without notice.



          4. Indenture. The Company issued the Securities under an Indenture, dated as of June
1, 2006 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A.
(as successor to JPMorgan Chase Bank, N.A.), as Trustee (the “Trustee”). This Security is one of
an issue of Securities of the Company issued under the Indenture. The terms of the Securities
include those stated herein and in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 as amended from time to time (the “TIA”). The Securities are
subject to all such terms, and Holders of the Securities are referred to the Indenture and the TIA
for a statement of them. Capitalized terms used herein and not otherwise defined have the meanings
set forth in the Indenture. The Securities constitute senior indebtedness of the Company and, as
such, shall be general unsecured and unsubordinated obligations of the Company ranking equally with
all of the Company’s unsecured and unsubordinated obligations. The Company may, subject to the
terms of the Indenture and applicable law, issue additional Securities under the Indenture. The
Securities issued on December 14, 2009 and any additional Securities subsequently issued shall be
treated as a single



 









 







class for all purposes of the Indenture. The Indenture limits the ability of the Company to
incur certain liens and to merge or consolidate with another entity or transfer all or
substantially all of its property and assets.



          5. Optional Redemption. The Securities are subject to redemption upon not less than
30 nor more than 60 days notice mailed to the Holder, at any time prior to maturity as a whole or
in part, at the election of the Company at a price equal to the greater of (i) 100% of the
principal amount of the Securities to be redeemed or (ii) as determined by a Quotation Agent, the
sum of the present values of the remaining scheduled payments of principal and interest thereon
(not including any portion of such payments of interest accrued to the date of redemption)
discounted to the date of redemption (the “Redemption Date”) on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 35 basis
points, plus, in each case, accrued and unpaid interest on the Securities to the Redemption Date.



          “Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per year equal
to the semiannual equivalent yield to maturity or interpolated (on a day count basis) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption
Date.



          “Comparable Treasury Issue” means the United States Treasury security selected by a Quotation
Agent as having an actual or interpolated maturity comparable to the remaining term of the
Securities to be redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Securities.



          “Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the
Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such quotations.



          “Quotation Agent” means the Reference Treasury Dealer appointed by the Trustee after
consultation with the Company.



          “Reference Treasury Dealer” means (1) Banc of America Securities LLC, Deutsche Bank Securities
Inc., J.P. Morgan Securities Inc., and their respective successors; provided, however, that, if any
of the foregoing shall cease to be a primary United States Government securities dealer in the
United States (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary
Treasury Dealer; and (2) any other Primary Treasury Dealers selected by the Trustee after
consultation with the Company.



          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Trustee, of the bid and ask prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the third
Business Day preceding such Redemption Date.



 









 





          6. Repurchase at the Option of Holders upon Change of Control Repurchase Event. If a
Change of Control Repurchase Event occurs, unless the Company has exercised its option to redeem
the Securities as described under paragraph 5 above, each Holder of the Securities will have the
right to require the Company to purchase all or a portion (equal to $2,000 and any integral
multiples of $1,000 in excess thereof) of such Holder’s Securities pursuant to the offer described
below (a “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal
amount of such Holder’s Securities that are repurchased, plus accrued and unpaid interest, if any,
to the date of repurchase (the “Change of Control Payment”), subject to the rights of Holders of
Securities on the relevant record date to receive interest due on the relevant interest payment
date.



     The Company will be required to send a notice to each Holder of the Securities by first class
mail, with a copy to the Trustee, within 30 days following the date upon which any Change of
Control Repurchase Event occurred, or at the Company’s option, prior to any Change of Control but
after the public announcement of the pending Change of Control. The notice will govern the terms of
the Change of Control Offer and will describe, among other things, the transaction that
constitutes or may constitute the Change of Control Repurchase Event and the purchase date. The
purchase date will be at least 30 days but no more than 60 days from the date such notice is
mailed, other than as may be required by law (a “Change of Control Payment Date”). If the notice is
mailed prior to the date of consummation of the Change of Control, the notice will state that the
Change of Control Offer is conditioned on the Change of Control being consummated on or prior to
the Change of Control Payment Date.



     On the Change of Control Payment Date, the Company will, to the extent lawful:




	 	•	 	accept for payment all properly tendered Securities or portions of Securities not
validly withdrawn;
	 
	 	•	 	deposit with the Paying Agent the required payment for all properly tendered
Securities or portions of Securities not validly withdrawn; and
	 
	 	•	 	deliver or cause to be delivered to the Trustee the repurchased Securities,
accompanied by an officers’ certificate stating, among other things, the aggregate
principal amount of repurchased Securities.





     The Company will not be required to make a Change of Control Offer with respect to the
Securities upon the occurrence of a Change of Control Repurchase Event if a third party makes such
an offer in the manner, at the times and otherwise in compliance with the requirements for such an
offer made by the Company and the third party purchases all Securities properly tendered and not
withdrawn under its offer. In addition, the Company will not repurchase any Securities if there has
occurred and is continuing on the Change of Control Payment Date an Event of Default under the
Indenture.



     For purposes of the foregoing discussion, the following definitions apply:



     “Capital Stock” means the capital stock of every class whether now or hereafter authorized,
regardless of whether such capital stock shall be limited to a fixed sum or percentage



 









 







with respect to the rights of the holders thereof to participate in dividends and in the
distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of
such corporation.



     “Change of Control” means the occurrence of any of the following:




	 	•	 	the direct or indirect sale, lease, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or more series of related transactions,
of all or substantially all of the Company’s assets and the assets of the Company’s
subsidiaries, taken as a whole, to any “person” (as that term is used in Section
13(d)(3) of the Exchange Act), other than the Company or one of its subsidiaries;
	 
	 	•	 	the consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any “person” (as that term is used in
Section 13(d)(3) of the Exchange Act), other than the Company or one of its
subsidiaries, becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of more than 50% of the Company’s then
outstanding Voting Stock or other Voting Stock into which its Voting Stock is
reclassified, consolidated, exchanged or changed, measured by voting power rather than
number of shares; or
	 
	 	•	 	the adoption of a plan relating to the Company’s liquidation or dissolution.




Notwithstanding the foregoing, a transaction will not be considered to be a Change of Control if
(a) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and
(b)(x) immediately following that transaction, the direct or indirect holders of the Voting Stock
of the holding company are substantially the same as the holders of the Company’s Voting Stock
immediately prior to that transaction or (y) immediately following that transaction, no person is
the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding
company.




     “Change of Control Repurchase Event” means the occurrence of both a Change of Control and a
Rating Event.



     “Fitch” means Fitch, Inc. and its successors.



     “Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any
successor rating categories of Moody’s), a rating of BBB- or better by S&P (or its equivalent under
any successor rating categories of S&P) and a rating of BBB- or better by Fitch (or its equivalent
under any successor rating categories of Fitch); provided however that the Company shall not be
required to maintain a rating by more than two Rating Agencies at any time and if only two Rating
Agencies provide a rating with respect to the Securities, then “Investment Grade” with respect to
the Securities shall mean the applicable rating described above of such two Rating Agencies with
respect to the Securities.



 









 





     “Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its
successors.



     “Rating Agencies” means each of Moody’s, S&P and Fitch, or if any of Moody’s, S&P or Fitch
ceases to rate the Securities or fails to make a rating of the Securities publicly available, any
“nationally recognized statistical rating organization” within the meaning of Rule
15c3-1(c)(2)(vi)(F) under the Exchange Act that is selected by the Company as a replacement agency
for Moody’s, S&P or Fitch, or each of them, as the case may be; provided however that the Company
shall not be required to maintain a rating by more than two Rating Agencies at any time.



     “Rating Event” means the rating of the Securities shall be decreased by each of the Rating
Agencies independently by one or more gradations during the Rating Period (as defined below). If
the rating of the Securities by each of the Rating Agencies is Investment Grade, then “Rating
Event” will mean the rating of the Securities shall be decreased by one or more gradations by each
Rating Agency so that the rating of the Securities by each of the Rating Agencies falls below
Investment Grade, on any date from the date of the public notice of an arrangement that could
result in a Change of Control until the end of the 30-day period following public notice of the
occurrence of the Change of Control (the “Rating Period”) (which 30-day period shall be extended by
no more than 60 days from the date of the occurrence of the Change of Control if the rating of the
Securities is under publicly announced consideration for possible downgrade by any of the Rating
Agencies and each other Rating Agency has either downgraded, or publicly announced that it is
considering downgrading, the Securities). A Rating Event otherwise arising by virtue of a
particular reduction in rating will not be deemed to have occurred in respect of a particular
Change of Control (and thus will not be deemed a Rating Event for purposes of the definition of
“Change of Control Repurchase Event”) if each Rating Agency making the reduction in rating to which
this definition would otherwise apply does not announce or publicly confirm or inform the Trustee
under the Indenture in writing at the Company’s request that the reduction was the result, in whole
or in part, of any event or circumstance comprised of or arising as a result of, or in respect of,
the applicable Change of Control (whether or not the applicable Change of Control has occurred at
the time of the Rating Event).



     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.,
and its successors.



     “Voting Stock” means, with respect to any specified person as of any date, the Capital Stock
of such person that is at the time entitled to vote generally in the election of the board of
directors of such person.



          7. Sinking Fund. No sinking fund is provided for the Securities.



          8. Denominations, Transfer, Exchange. The Securities are in registered form without
coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder
may transfer or exchange Securities in accordance with the Indenture. No service charge shall be
made for any registration of transfer or exchange of Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other than



 









 







exchanges pursuant to Section 304, 906, 1107 or 1305 of the Indenture not involving any
transfer.



          9. Persons Deemed Owners. The registered Holder of a Security may be treated as the
owner of it for all purposes.



          10. Unclaimed Money. Subject to any applicable abandoned property laws, if money for
the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent
will pay the money back to the Company at its written request. After that, Holders entitled to the
money must look to the Company for payment as unsecured general creditors unless an “abandoned
property” law designates another Person.



          11. Amendment, Supplement, Waiver. The Company and the Trustee may, without the
consent of the Holders of any outstanding Securities, amend, waive or supplement the Indenture or
the Securities for certain specified purposes, including, among other things, curing ambiguities,
defects or inconsistencies, or making any other change that does not adversely affect the rights of
any Holder in any material respect. Other amendments and modifications of the Indenture or the
Securities may be made by the Company and the Trustee with the consent of the Holders of not less
than a majority of the aggregate principal amount of the outstanding Securities affected, subject
to certain exceptions requiring the consent of the Holders of each Security affected thereby.



          12. Successor Corporation. When a successor corporation assumes all the obligations
of its predecessor under the Securities and the Indenture and the transaction complies with the
terms of Article 8 of the Indenture, the predecessor corporation, subject to certain exceptions,
will be released from those obligations.



          13. Defaults and Remedies. Events of Default are set forth in the Indenture. Subject
to certain limitations in the Indenture, if an Event of Default (other than an Event of Default
specified in Section 501(5) or Section 501(6) of the Indenture) occurs and is continuing, then the
Holders of not less than 25% in aggregate principal amount of the Outstanding Securities may, or
the Trustee may, declare the principal of, plus accrued interest, if any, to be due and payable
immediately. If an Event of Default specified in Section 501(5) or Section 501(6) of the Indenture
occurs and is continuing, the principal of and accrued interest on all of the Securities shall ipso
facto become and be immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder. Holders of the Securities may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee may require indemnity reasonably
satisfactory to it before it enforces the Indenture or the Securities. Subject to certain
limitations, Holders of a majority in principal amount of the then Outstanding Securities may
direct the Trustee in its exercise of any trust or power. The Company must furnish an annual
compliance certificate to the Trustee.



          14. No Recourse Against Others. A director, officer, employee, or stockholder, as
such, of the Company or any of its Affiliates shall not have any liability for any obligations of
the Company under the Securities or the Indenture or for any claim based on, in respect of or by
reason of, such obligations or their creation. Each Holder of the Securities by accepting a



 









 







Security waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.



          15. Defeasance. The Indenture contains provisions (which provisions apply to this
Security) for defeasance at any time of (a) the entire indebtedness of the Company in respect of
this Security and (b) certain restrictive covenants and Defaults and Events of Default, in each
case upon compliance by the Company with certain conditions set forth therein.



          16. Authentication. This Security shall not be valid until the Trustee signs the
certificate of authentication to this Security.



          17. GOVERNING LAW. THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



          The Company will furnish to any Holder of Securities upon written request and without charge a
copy of the Indenture. Requests may be made to:


BOSTON SCIENTIFIC CORPORATION

One Boston Scientific Place

Natick, Massachusetts 01760

Telephone: (508) 650-8000

Telecopy: (508) 650-8956

Attention: Deputy General Counsel




 









 








ASSIGNMENT FORM



If you the holder want to assign this Security, fill in the form below and have your signature
guaranteed:




     I or we assign and transfer this Security to                                         



 





			
	(Insert assignee’s social security or tax ID number)

	 	 
	 

	 	 




 

(Print or type assignee’s name, address and zip code) and irrevocably appoint                     
agent to transfer this Security on the books of the Company. The agent may substitute another to
act for him.




	 	 	 	 	 
	Date:                                         

	 	Your signature:
	 	 
	 

	 	 	 	 
	 

	 	 	 	(Sign exactly as your name appears on
the other side of this Security)






	 	 	 
	Signature Guarantee:

	 	 
	 

	 	 





          Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of
the Security Registrar, which requirements include membership or participation in the Securities
Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be
determined by the Security Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.