Exhibit 10.3


 


FINAL
FORM


 


BSC
INTERNATIONAL HOLDING LIMITED


 


Promissory Note


 


	
  $900,000,000

  	
   

  	
  New
  York, New York

  
	
   

  	
   

  	
  April
  21, 2006

  



 


BSC
International Holding Limited, a company organized and existing under the laws
of Ireland (the “Borrower”), for value received, hereby promises to pay
to Abbott Laboratories, an Illinois corporation (the “Lender”), the
principal amount of $900,000,000.


 


1.             Payments on the Note. The
Borrower agrees to pay in cash semi-annually in arrears on the last Business
Day of each March and September, beginning September 30, 2006, and on the
Maturity Date (as defined below) (each, an “Interest Payment Date”),
interest from the date hereof with respect to the first interest payment, and
from the first day following the immediately preceding Interest Payment Date
with respect to any subsequent interest payment, in each case to and including
the date such interest shall become due and payable, on the unpaid principal
amount of the loan evidenced by this Note (the “Loan”), at a rate per
annum equal to 4.0%. If all or a portion of the principal amount of, or
interest on, the Loan shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), the Loan shall bear interest at a rate
per annum equal to the rate that would otherwise be applicable thereto pursuant
to the foregoing provisions of this Section plus 2%. Interest and fees
payable pursuant hereto shall be calculated on the basis of a 365- (or 366-, as
the case may be) day year for the actual days elapsed.


 


All
then unpaid principal and accrued interest shall be due and payable in cash on
April 21, 2011 (the “Maturity Date”).


 


Subject
to subsection 3(b), all payments (including prepayments) to be made to the
Lender hereunder, whether on account of principal, interest, fees or otherwise,
shall be made in United States Dollars and in immediately available funds
without setoff or counterclaim by wire transfer to an account notified by the
Lender to the Borrower and shall be made prior to 5:00 p.m., New York City time
on the due date thereof. If any payment on this Note becomes due and payable on
a day other than a day on which commercial banks in New York, New York are open
for the transaction of normal business (a “Business Day”), payment shall
be due on the immediately succeeding Business Day and, with respect to any
payment of principal, interest thereon shall be payable at the then applicable
rate.


 


2.             Optional Prepayments. The
Borrower may, at its option, upon notice delivered to the Lender one day prior
thereto, prepay at any time all, or from time to time any part of, this Note,
plus accrued but unpaid cash interest through the prepayment date, with respect
to the 


 


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principal amount so prepaid,
without any premium or penalty. Any such prepayment shall be in an aggregate
principal amount of $1,000,000 or a whole multiple thereof.


 


3.             Mandatory Reductions and Prepayments. (a) If on
any date the Lender or any of its Affiliates shall receive Net Proceeds from
the sale of any Shares issued pursuant to Section 2.1 of the Subscription and
Stockholder Agreement, then (i) if the Net Proceeds from any such sales are
greater than 110% but equal to or less than 120% of the Stock Purchase Price,
the portion of the Net Proceeds in excess of 110% of the Stock Purchase Price
(minus any Taxes imposed on Abbott on or with respect to gain on the Net
Proceeds in excess of 110% of the Stock Purchase Price) shall be immediately
applied upon receipt thereof to reduce any amounts then outstanding under this
Note and (ii) if the Net Proceeds from any such sales are greater than 120% of
the Stock Purchase Price, (x) the portion of the Net Proceeds in excess of 110%
but less than or equal to 120% of the Stock Purchase Price (minus any Taxes
imposed on Abbott on or with respect to gain on the Net Proceeds in excess of
110% of the Stock Purchase Price but less than or equal to 120% of the Stock
Purchase Price) shall be immediately applied upon receipt thereof to reduce any
amounts then outstanding under this Note and (y) 50% of the Net Proceeds in
excess of 120% of the Stock Purchase Price (minus any Taxes imposed on Abbott
on or with respect to gain on such 50% of the Net Proceeds in excess of 120% of
the Stock Purchase Price) shall be immediately applied upon receipt thereof to
reduce any amounts then outstanding under this Note. The amount by which the
outstanding principal balance of the Note shall be reduced under this
subsection 3(a) on any sale of Shares shall be determined in accordance with Section
3.5 of the Subscription and Stockholder Agreement.


 


(b)   Upon the occurrence and during the
continuance of a Trigger Event, any cash proceeds the Borrower or any of its
Affiliates receives or is entitled to receive with respect to Milestone
Payments pursuant to Section 2.05 of the Purchase Agreement shall be
immediately applied upon receipt thereof (or in the case of any such Milestone
Payments which shall be due but not have been paid at such time, may be applied
by the Lender directly) to prepay any amounts then outstanding under this Note.


 


(c)   Any amounts required to be applied pursuant
to this Section 3 shall be applied, first, to any fees or expenses then
due and owing to the Lender under subsection 13(e), second, to the
payment of any interest due with respect to the amount of the principal
prepaid, and third, to the principal amount of the Loan.


 


4.             Representations and Warranties. (a) The Borrower
hereby represents and warrants that:


 


(i)  The Borrower is duly organized, validly existing and in
good standing under the laws of Ireland.


 


(ii) The Borrower has the corporate power and authority, and the
legal right, to make, deliver and perform this Note and has taken all necessary
corporate action to authorize the execution, delivery and performance of this
Note.


 


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(iii) No consent or authorization of, filing with or other act by or in
respect of, any Governmental Authority or any other Person is required in
connection with the borrowings hereunder or with the execution, delivery,
performance, validity or enforceability of this Note.


 


(iv)
This Note has been duly executed and delivered on behalf of the Borrower.


 


(v)  This Note constitutes a
legal, valid and binding obligation of the Borrower enforceable against the
Borrower in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors’ rights generally and by
general equitable principles (whether enforcement is sought by proceedings in
equity or at law).


 


(vi) The execution, delivery and performance of this Note, the
borrowings hereunder and the use of the proceeds hereof will not violate any
Requirement of Law or Contractual Obligation of the Borrower and will not
result in, or require, the creation or imposition of any Lien on any of its
properties or revenues pursuant to any Requirement of Law or Contractual
Obligation.


 


(vii) No litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending, or to the knowledge of the
Borrower, threatened by or against the Borrower or against any of its
properties or revenues that would prevent the Borrower from paying any interest
or principal on this Note or from paying or reimbursing the Lender for any fees
and expenses pursuant to subsection 13(e).


 


(viii)
No Default or Event of Default has occurred and is continuing.


 


(ix)  No part of the proceeds of
the Loan will be used for any purpose that violates the provisions of the
Regulations of the Board.


 


(b)           Boston Scientific hereby represents
and warrants that:


 


(i) Boston Scientific is duly organized, validly
existing and in good standing under the laws of the State of Delaware.


 


(ii) Boston Scientific has the corporate power and authority, and the
legal right, to make, deliver and perform this Note and the guarantee and has
taken all necessary corporate action to authorize the execution, delivery and
performance of this Note and the guarantee.


 


(iii) No consent or authorization of, filing with or other act by or in
respect of, any Governmental Authority or any other Person is required in
connection with the guarantee hereunder or with the execution, delivery,
performance, validity or enforceability of such guarantee.


 


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(iv) This Note has been duly executed and delivered on behalf of Boston
Scientific.


 


(v) This Note constitutes a legal, valid and binding obligation of
Boston Scientific enforceable against Boston Scientific in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).


 


(vi) The execution, delivery and performance of this Note and the
guarantee hereunder will not violate any Requirement of Law or Contractual
Obligation of Boston Scientific.


 


5.             Conditions Precedent. The obligation of the
Lender to make the Loan is subject to the satisfaction, prior to or
concurrently with the making of such Loan, of the following conditions:


 


(a)   The Lender shall have received this Note duly
executed and delivered by the Borrower;


 


(b)   The Lender shall have received a certificate
of the Borrower, dated the date hereof, in form and substance reasonably
satisfactory to the Lender, with attachments, including copies of the
organizational documents of the Borrower, and resolutions authorizing the transactions
contemplated by this Note;


 


(c)   The Lender shall have received (i) a
certificate of Boston Scientific, dated the date hereof, in form and substance
reasonably satisfactory to the Lender, with attachments, including the
certificate of incorporation of Boston Scientific certified by the Secretary of
State of Delaware, the by-laws of Boston Scientific and resolutions authorizing
the transactions contemplated by this Note and (ii) a long-form good standing
certificate from the State of Delaware;


 


(d)   The Lender shall have received a notice from
the Borrower designating in writing the bank account to which the amount of the
Loan is to be wired not fewer than three Business Days prior to the date
hereof;


 


(e)   All of the conditions to Guidant’s
obligations to consummate the transactions contemplated by the Purchase
Agreement, as set forth in the Purchase Agreement, shall have been satisfied or
waived, and Guidant shall have notified the Lender, in writing that it is
ready, willing and able to consummate the transactions contemplated by the
Purchase Agreement;


 


(f)    All of the respective conditions to Boston
Scientifics’, Sub’s and Guidant’s obligations to consummate the Merger, as set
forth in the Merger Agreement, shall have been satisfied or waived, and each of
Boston Scientific and Sub shall have notified Guidant, and Guidant shall have
notified Boston Scientific and Sub, in writing (with copies of such notices


 


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having
been delivered to the Lender) that it is ready, willing and able to consummate
the Merger, and that it intends to consummate the Merger immediately following
the consummation of the transactions contemplated by the Transaction Agreement
or the Purchase Agreement;


 


(g)   The Transaction Agreement and the Purchase
Agreement shall be in full force and effect and no default shall have occurred
and be continuing thereunder;


 


(h)   Each of the representations and warranties
made by the Borrower in Section 4 of this Note shall be true and correct on and
as of the date hereof; and


 


(i)    No Default or Event of Default shall have
occurred and be continuing on the date hereof or after giving effect to the
Loan to be made on the date hereof.


 


In the event that Boston Scientific,
Sub and Guidant do not complete the Merger on the same day as, or on the first
Business Day following, the Share Closing Date, then on the second Business Day
following the Share Closing Date, the Borrower shall pay in cash the full
amount of the Loan outstanding under this Note together with interest
compounded daily on such amount at the rate publicly announced by JPMorgan
Chase Bank, N.A. as its prime rate in effect at its principal office in New
York City.


 


6.             Covenants. The Borrower covenants that for so
long as this Note remains in effect and any amounts are owing hereunder it
shall:


 


(a)   Preserve, renew and keep in full force and
effect its corporate existence.


 


(b)   Give notice to the Lender within ten days of
the occurrence of any Default or Event of Default.


 


7.             Default. The entire unpaid
principal amount of this Note, together with all accrued and unpaid interest
and all other amounts owing under this Note shall become immediately due and
payable upon written demand of the Lender (or in the case of an event specified
in subsection 7(d) below, automatically, without notice), without any other
notice or demand of any kind or any presentment or protest, if any one of the
following events shall occur and be continuing at the time of such demand:


 


(a)   The Borrower (i) defaults in any payment of
principal on this Note when due in accordance with the terms of this Note,
which default shall have continued for a period of five days, or (ii) defaults
in any payment of interest on this Note when due in accordance with the terms
of this Note, which default shall have continued for a period of five days
following Borrower’s receipt of written notice from the Lender; or


 


(b)   The Borrower defaults in the observance or
performance of any covenant or agreement contained in this Note (other than
those referred to in subsection 7(a) above), which default cannot be or has not
been cured within 30 days after the Borrower’s receipt of written notice of
such default from Lender; or


 


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(c)   Any representation or warranty made by the
Borrower in this Note shall prove to have been inaccurate on or as of the date
made, such as would prevent the Borrower from paying any interest or principal
on this Note or from paying or reimbursing the Lender for any fees and expenses
pursuant to subsection 13(e) or would materially impair the Lender’s ability to
enforce this Note; or


 


(d)   (i) The Borrower or Boston Scientific shall
commence any case, proceeding or other action (A) under any existing or future
law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its
debts, or (B) seeking appointment of a receiver, trustee, custodian,
conservator or other similar official for it or for all or any substantial part
of its assets, or the Borrower or Boston Scientific shall make a general
assignment for the benefit of its creditors; or (ii) there shall be commenced
against the Borrower or Boston Scientific any case, proceeding or other action
of a nature referred to in clause (i) above that (A) results in the entry of an
order for relief or any such adjudication or appointment or (B) remains
undismissed or undischarged for a period of 60 days; or (iii) there shall be
commenced against the Borrower or Boston Scientific any case, proceeding or
other action seeking issuance of a warrant of attachment, execution, distraint
or similar process against all or any substantial part of its assets that
results in the entry of an order for any such relief that shall not have been
vacated, discharged, or stayed or bonded pending appeal within 60 days from the
entry thereof; or (iv) the Borrower or Boston Scientific shall take any action
in furtherance of, or indicating its consent to, approval of, or acquiescence
in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Borrower
or Boston Scientific shall generally not, or shall be unable to, or shall admit
in writing its inability to, pay its debts as they become due.


 


The
rights of the Lender specified herein upon the occurrence of an Event of
Default shall be in addition to the Lender’s rights specified in the last
sentence of Section 5.10(a) of the Transaction Agreement.


 


8.             Certain Definitions. As used in this Note, the
following terms shall have the following meanings:


 


“Affiliate” means,
with respect to any specified Person, any other Person that directly, or
indirectly through one or more intermediaries, controls, is controlled by, or
is under common control with, such specified Person; provided, however,
that TAP Pharmaceutical Products, Inc. (“TAP”) and its subsidiaries
shall be deemed not to be Affiliates of the Lender only for so long as the
Lender (either directly or indirectly) owns fifty percent or less of the voting
stock of TAP (or its subsidiaries) or does not otherwise have control of TAP
(or its subsidiaries). For purposes of this Note, “Affiliate” shall include (i)
with respect to the Borrower, Guidant and its Affiliates following the Merger,
(ii) with respect to the Lender, any Person acquired pursuant to the
Transaction Agreement, and (iii) any Person resulting from any internal
reorganization, provided such resulting Person is an Affiliate.


 


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“Board”
means the Board of Governors of the Federal Reserve System of the United States
(or any successor).


 


“Borrower”
shall have the meaning set forth in the first paragraph of this Note.


 


“Boston
Scientific” means Boston Scientific Corporation, a Delaware corporation, and
the parent of the Borrower.


 


“Business
Day” shall have the meaning set forth in Section 1.


 


“Capital Stock” means
any and all shares, interests, participations or other equivalents (however
designated) of capital stock of a corporation, any and all equivalent ownership
interests in a Person (other than a corporation) and any and all warrants,
rights or options to purchase any of the foregoing.


 


“Contractual Obligations”
means as to any Person, any provision of any security issued by such Person or
of any agreement, instrument or other undertaking to which such Person is a
party or by which it or any of its property is bound.


 


“Credit Agreement”
means the principal credit agreement of Boston Scientific, as amended,
restated, modified, renewed, refunded, replaced or refinanced, in whole or in
part from time to time.


 


“Default” means any of the events specified in Section 7,
whether or not any requirement for the giving of notice, the lapse of time, or
both, has been satisfied.


 


“Event of Default”
means any of the events specified in Section 7, provided that any
requirement for the giving of notice, the lapse of time, or both, has been
satisfied.


 


“Excluded Taxes”
means net income taxes imposed on the Lender as a result of a present or former
connection between the Lender and the jurisdiction of the Governmental
Authority imposing such tax or any political subdivision or taxing authority
thereof or therein (other than any such connection arising solely from the
Lender having executed, delivered or performed its obligations or received a
payment under, or enforced, this Note).


 


“Governmental Authority”
means any nation or government, any state or other political subdivision
thereof, any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative functions of or pertaining to government,
any securities exchange and any self-regulatory organization.


 


“Guidant” means
Guidant Corporation, an Indiana corporation.


 


“Indebtedness” means
of any Person at any date, without duplication, (a) all indebtedness of such
Person for borrowed money, (b) all obligations of such Person for the deferred
purchase price of property or services (other than current trade payables incurred
in the ordinary course of


 


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such Person’s business), (c)
all obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments, (d) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even though the rights and remedies of the seller or
lender under such agreement in the event of default are limited to repossession
or sale of such property), (e) all capital lease obligations of such Person,
(f) all obligations of such Person, contingent or otherwise, as an account
party or applicant under or in respect of acceptances, letters of credit,
surety bonds or similar arrangements, (g) all guarantee obligations of such
Person in respect of obligations of the kind referred to in clauses (a) through
(f) above and (h) all obligations of the kind referred to in clauses (a)
through (g) above secured by (or for which the holder of such obligation has an
existing right, contingent or otherwise, to be secured by) any Lien on property
(including accounts and contract rights) owned by such Person, whether or not
such Person has assumed or become liable for the payment of such obligation.
The Indebtedness of any Person shall include the Indebtedness of any other
entity (including any partnership in which such Person is a general partner) to
the extent such Person is liable therefor as a result of such Person’s
ownership interest in or other relationship with such entity, except to the
extent the terms of such Indebtedness expressly provide that such Person is not
liable therefor.


 


“Interest Payment Date”
shall have the meaning set forth in Section 1.


 


“Lender” shall have
the meaning set forth in the first paragraph of this Note.


 


“Lien” means any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), charge or other security interest or any preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement and any capital lease having substantially the same economic effect
as any of the foregoing).


 


“Loan” shall have the
meaning set forth in Section 1.


 


“Maturity Date” shall
have the meaning set forth in Section 1.


 


“Merger”
means the merger of Sub with and into Guidant pursuant to the Merger Agreement.


 


“Merger
Agreement” means the Agreement and Plan of Merger, dated as of January 25,
2006, among Boston Scientific, Sub and Guidant, as amended, supplemented or
otherwise modified from time to time.


 


“Net
Proceeds” means, in respect of any sale of Shares, the proceeds per share
received from such sale (net of any underwriting discounts and commissions
incurred in connection therewith).


 


“Obligations”
means the unpaid principal of and interest on (taking into account reductions
and prepayments pursuant to Section 3 and including interest accruing after the
maturity of the Loan and interest accruing after the filing of any petition in
bankruptcy, or the


 


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commencement of any
insolvency, reorganization or like proceeding, relating to the Borrower,
whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding) the Loan and all other obligations and liabilities of the
Borrower to the Lender, whether direct or indirect, absolute or contingent, due
or to become due, or now existing or hereafter incurred, which may arise under,
out of, or in connection with this Note or any other document made, delivered
or given in connection herewith, whether on account of principal, interest,
reimbursement obligations, fees, costs, expenses (including all fees, charges
and disbursements of counsel to the Lender that are required to be paid by the
Borrower pursuant hereto) or otherwise.


 


“Permitted Junior
Securities” means (i) equity interests in the Borrower or any direct or
indirect parent of the Borrower or (ii) unsecured debt securities that are
subordinated to all Senior Indebtedness (and any debt securities issued in
exchange for Senior Indebtedness) to substantially the same extent as, or to a
greater extent than, the Loan is subordinated to Senior Indebtedness under this
Note.


 


“Person”
means any individual, corporation, partnership, limited liability company,
joint venture, association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision thereof or any
other entity.


 


“Principal
Indebtedness” means the amounts owing in respect of the Credit Agreement
and any Public Indebtedness.


 


“Public
Indebtedness” means Indebtedness of Boston Scientific or any of Boston
Scientific’s Subsidiaries issued in a public offering, Rule 144A transaction or
Regulation S transaction.


 


“Purchase
Agreement” means the purchase agreement to be entered into by Guidant and
the Lender in connection with the purchase and sale of the business
contemplated by the Transaction Agreement.


 


“Representative”
means any trustee, agent or representative (if any) for an issue of Senior
Indebtedness of the Borrower.


 


“Requirements
of Law” means as to any Person, the certificate of incorporation and bylaws
or other organizational or governing documents of such Person, and any law, treaty,
rule or regulation or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is
subject.


 


“Senior
Indebtedness” means (i) with respect to the Borrower, all Indebtedness
under the Credit Agreement dated as of April 21, 2006 among Boston Scientific,
the Borrower, the financial institutions and other lenders party thereto and
Bank of America, N.A., as administrative agent, as amended, amended and
restated, modified, supplemented or refinanced from time to time to the extent
there is no increase in the principal amount thereof, and (ii) with respect to
Boston Scientific, all Indebtedness of Boston Scientific incurred from and
including


 


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the date hereof to and
including the Maturity Date (including interest accruing on or after the filing
of any petition in bankruptcy or similar proceeding or for reorganization of
any such Person (at the rate provided for in the documentation with respect
thereto, regardless of whether or not a claim for post-filing interest is
allowed in such proceedings)), and any and all other fees, expense
reimbursement obligations, indemnification amounts, penalties and other amounts
payable in respect of such Indebtedness (whether existing on the date hereof or
thereafter created or incurred on or before the Maturity Date); provided,
however, that, with respect to both the Borrower and Boston Scientific,
Senior Indebtedness will not include (i) any obligation of the Borrower or
Boston Scientific to any of their respective Subsidiaries, (ii) any liability
for Federal, state, foreign, local or other taxes owed or owing by the Borrower
or Boston Scientific, (iii) any accounts payable or other liability to trade
creditors arising in the ordinary course of business (including guarantees
thereof or instruments evidencing such liabilities), (iv) any Indebtedness,
guarantee or obligation of the Borrower or Boston Scientific that is expressly
subordinate or junior in right of payment to any other Indebtedness, guarantee
or obligation of the Borrower or Boston Scientific, as applicable, or (v) any
Capital Stock.


 


“Shares”
means the shares of common stock, par value $0.01 per share, of Boston
Scientific issued to the Lender or any of its Affiliates pursuant to Section
2.1 of the Subscription and Stockholder Agreement, it being understood and
agreed that shares issued to the Lender or any of its Affiliates pursuant to
Section 2.3 of the Subscription and Stockholder Agreement shall not be deemed
Shares for purposes of this Note.


 


“Share
Closing Date” shall have the meaning set forth in the Subscription and
Stockholder Agreement.


 


“Stock
Purchase Price” shall have the meaning as set forth in the Subscription and
Stockholder Agreement.


 


“Sub”
means Galaxy Merger Sub, Inc., an Indiana corporation.


 


“Subscription
and Stockholder Agreement” means the subscription and stockholder agreement
to be entered into by Boston Scientific and the Lender.


 


“Subsidiary”
means as to any Person, a corporation, partnership, limited liability company
or other entity of which shares of stock or other ownership interests having
ordinary voting power (other than stock or such other ownership interests
having such power only by reason of the happening of a contingency) to elect a
majority of the board of directors or other managers of such corporation,
partnership or other entity are at the time owned, or the management of which
is otherwise controlled, directly or indirectly through one or more
intermediaries, or both, by such Person.


 


“Taxes”
means any and all taxes, levies, duties, tariffs and similar charges in the
nature of a tax (together with any and all interest, penalties, additions to
tax and additional amounts imposed with respect thereto) imposed by any
Governmental Authority or taxing authority, including taxes on or with respect
to income, franchises, windfall or other profits, gross receipts, property,
sales, use, share capital, capital stock, payroll, employment, social security,
workers’


 


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compensation, unemployment
compensation, or net worth; taxes in the nature of excise, withholding, ad
valorem, stamp, transfer, value added, or gain taxes; license, registration and
documentation fees; and customs’ duties and tariffs.


 


“Transaction
Agreement” means the Transaction Agreement between Boston Scientific and
the Lender, dated as of January 8, 2006, as amended, supplemented or otherwise
modified from time to time.


 


“Trigger
Event” means a failure by Borrower to pay any principal or interest when
due (by operation of law or otherwise) on the Loan or a failure by Boston
Scientific or any of its Subsidiaries to pay any principal or interest when due
on any Principal Indebtedness.


 


9.             Subordination.


 


(a)   The Lender agrees that the payment of all
obligations of the Borrower and Boston Scientific owing in respect of this Note
is subordinated in right of payment, to the extent and in the manner provided
in this Section 9, to the prior payment in full in cash of the Senior Indebtedness
of the Borrower and Boston Scientific and that the subordination is for the
benefit of and enforceable by the holders of such Senior Indebtedness. The
Borrower’s and Boston Scientific’s obligations under this Note shall in all
respects rank pari  passu in right of payment with all existing
and future Indebtedness of the Borrower and Boston Scientific that is not
Senior Indebtedness; and only Indebtedness of the Borrower and Boston
Scientific that is Senior Indebtedness shall rank senior to the obligations of
the Borrower and Boston Scientific under this Note in accordance with the
provisions set forth herein.


 


(b)   Upon any payment or distribution of the
assets of the Borrower or Boston Scientific to creditors upon a total or
partial liquidation or a total or partial dissolution of the Borrower or Boston
Scientific or in a reorganization of or similar proceeding relating to the Borrower
or Boston Scientific or its property:


 


(i) the holders of Senior Indebtedness of the Borrower or Boston
Scientific, as applicable, shall be entitled to receive payment in full in cash
of such Senior Indebtedness before the Lender shall be entitled to receive any
payment; and


 


(ii) until the Senior Indebtedness of the Borrower or Boston
Scientific, as applicable, is paid in full in cash, any payment or distribution
to which the Lender would be entitled but for the subordination provisions of
this Note shall be made to holders of such Senior Indebtedness as their
interests may appear, except that the Lender may receive Permitted Junior
Securities.


 


(c)   If a distribution is made to the Lender that,
due to the subordination provisions, should not have been made to it, the
Lender is required to hold it in trust for the holders of Senior Indebtedness
of the Borrower and Boston Scientific and pay it over to them as their
interests may appear.


 


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(d)   After all Senior Indebtedness of the Borrower
and Boston Scientific is paid in full and until this Note is paid in full, the
Lender shall be subrogated to the rights of holders of such Senior Indebtedness
to receive distributions applicable to such Senior Indebtedness.


 


(e)   This Section 9 defines the relative rights of
the Lender and holders of Senior Indebtedness of the Borrower and Boston
Scientific. Nothing in this Note shall:


 


(i)           impair, as between
the Borrower and Boston Scientific on the one hand, and the Lender on the other
hand, the obligation of the Borrower and Boston Scientific, which is absolute
and unconditional, to pay principal of and interest on the Loan in accordance
with the terms hereof; or


 


(ii)          affect the relative
rights of the Lender and creditors of the Borrower and Boston Scientific other
than their rights in relation to holders of Senior Indebtedness.


 


(f)    No right of any holder of Senior
Indebtedness of the Borrower or Boston Scientific to enforce the subordination
of the Loan shall be impaired by any act or failure to act by the Borrower or
Boston Scientific, as applicable, or by their failure to comply with this Note.


 


(g)   The failure to make a payment pursuant to
this Note by reason of any provision in this Section 9 shall not be construed
as preventing the occurrence of a Default. Nothing in this Section 9 shall have
any effect on the right of the Lender to accelerate the maturity of this Note.


 


(h)   Upon any payment or distribution pursuant to
this Section 9, the Lender shall be entitled to rely (a) upon any order or
decree of a court of competent jurisdiction in which any proceedings of the
nature referred to in subsection 9(b) hereof are pending, (b) upon a
certificate of the liquidating trustee or agent or other Person making such
payment or distribution to the Lender or (c) upon the Representatives of Senior
Indebtedness of the Borrower and Boston Scientific for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of such Senior Indebtedness and other Indebtedness of
the Borrower and Boston Scientific, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Section 9. In the event that the Lender determines, in good
faith, that evidence is required with respect to the right of any Person as a
holder of Senior Indebtedness of the Borrower or Boston Scientific to
participate in any payment or distribution pursuant to this Section 9, the
Lender shall be entitled to request such Person to furnish evidence to the
reasonable satisfaction of the Lender as to the amount of such Senior
Indebtedness held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and other facts pertinent to the
rights of such Person under this Section 9, and, if such evidence is not
furnished, the Lender shall be entitled to defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.


 


(i)    Except as set forth in subsection 9(c), the
Lender shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness of the Borrower or Boston Scientific.


 


(j)    Nothing contained in this Note shall prevent
the Borrower or Boston Scientific from incurring any Indebtedness, it being
understood and agreed that any Indebtedness to be


 


12

















 


incurred by the Borrower or
Boston Scientific, as applicable, shall be ranked in accordance with the second
sentence of subsection 9(a).


 


10.           Loss, Theft, Destruction or
Mutilation. Upon receipt of evidence satisfactory to the Borrower of the
loss, theft, destruction or mutilation of this Note and, in the case of such
loss, theft or destruction, upon delivery to the Borrower of an indemnity
undertaking reasonably satisfactory to the Borrower, or, in the case of any
such mutilation, upon surrender of this Note to the Borrower, the Borrower will
issue a new note, of like tenor and principal amount, in lieu of or in exchange
for such lost, stolen, destroyed or mutilated Note.


 


11.           Gross-Up. Any and all payments
by the Borrower, any Affiliate or any future transferee or assignee hereunder
shall be made free and clear of and without deduction for any Taxes (other than
Excluded Taxes). If the Borrower, any Affiliate or any future transferee or assignee
is required by applicable Law to deduct any Taxes (other than Excluded Taxes)
from or in respect of any amount payable hereunder, then the amount payable by
the Borrower, any Affiliate or any future transferee or assignee shall be
increased as may be necessary so that, after the Borrower has made such
deductions, the Lender receives an amount equal to the amount that it would
have received had no such deductions been made.


 


12.           Guarantee.


 


(a)   Boston Scientific hereby, unconditionally and
irrevocably, guarantees to and for the benefit of the Lender and its
successors, indorsees, transferees and assigns permitted hereunder, as primary
obligor and not merely as surety, the prompt and complete payment and performance
by the Borrower when due (whether at the stated maturity, by acceleration or otherwise)
of the Obligations.


 


(b)   The guarantee contained in this Section 12
shall remain in full force and effect until all the Obligations shall have been
satisfied by payment in full.


 


(c)   Notwithstanding any payment made by Boston
Scientific hereunder or any set-off or application of funds of Boston
Scientific by the Lender, Boston Scientific shall not be entitled to be
subrogated to any of the rights of the Lender against the Borrower or right of
offset held by the Lender for the payment of the Obligations, nor shall Boston
Scientific seek or be entitled to seek any contribution or reimbursement from
the Borrower in respect of payments made by it hereunder, until all amounts
owing to the Lender by the Borrower on account of the Obligations are paid in
full. If any amount shall be paid to Boston Scientific on account of such
subrogation rights at any time when all of the Obligations shall not have been
paid in full, such amount shall be held by Boston Scientific in trust for the
Lender, segregated from other funds of Boston Scientific, and shall, forthwith
upon receipt by Boston Scientific, be turned over to the Lender in the exact
form received by Boston Scientific (duly indorsed by Boston Scientific to the
Lender, if required), to be applied against the Obligations, whether matured or
unmatured, in such order as the Lender may determine.


 


(d)   Boston Scientific shall remain obligated
hereunder notwithstanding that, without any reservation of rights against
Boston Scientific and without notice to or further assent by Boston Scientific,
any demand for payment of any of the Obligations made by the Lender may


 


13

















 


be rescinded by the Lender
and any of the Obligations continued, and the Obligations, or the liability of
any other Person upon or for any part thereof, or any guarantee therefor or
right of offset with respect thereto, may, from time to time, in whole or in part,
be renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Lender, and this Note and any other documents
executed and delivered in connection herewith may be amended, modified,
supplemented or terminated, in whole or in part, in any case as the Lender and
the Borrower may deem advisable from time to time, and any guarantee or right
of offset at any time held by the Lender for the payment of the Obligations may
be sold, exchanged, waived, surrendered or released.


 


(e)   Boston Scientific waives any and all notice
of the creation, renewal, extension or accrual of any of the Obligations and
notice of or proof of reliance by the Lender upon the guarantee contained in
this Section 12 or acceptance of the guarantee contained in this Section 12;
the Obligations, and any of them, shall conclusively be deemed to have been
created, contracted or incurred, or renewed, extended, amended or waived, in
reliance upon the guarantee contained in this Section 12; and all dealings
between the Borrower and Boston Scientific likewise shall be conclusively
presumed to have been had or consummated in reliance upon the guarantee
contained in this Section 12. Boston Scientific waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon the
Borrower or Boston Scientific with respect to the Obligations. Boston
Scientific understands and agrees that the guarantee contained in this Section
12 shall be construed as a continuing, absolute and unconditional guarantee of
payment without regard to (i) the validity or enforceability of this Note, any
of the Obligations or any guarantee or right of offset with respect thereto at
any time or from time to time held by the Lender, (ii) any defense, set-off or
counterclaim (other than a defense of payment or performance) which may at any
time be available to or be asserted by the Borrower or any other Person against
the Lender, (iii) any change in the corporate existence or structure of the
Borrower or any other Person or any change in any law, regulation or order affecting
the Obligations, or (iv) any other circumstance whatsoever (with or without
notice to or knowledge of the Borrower or Boston Scientific) which constitutes,
or might be construed to constitute, an equitable or legal discharge of the
Borrower for the Obligations, or of Boston Scientific under the guarantee
contained in this Section 12 in bankruptcy or in any other instance. When
making any demand hereunder or otherwise pursuing its rights and remedies
hereunder against Boston Scientific, the Lender may, but shall be under no
obligation to, make a similar demand on or otherwise pursue such rights and
remedies as it may have against the Borrower, or any other Person or against
any guarantee for the Obligations or any right of offset with respect thereto,
and any failure by the Lender to make any such demand, to pursue such other
rights or remedies or to collect any payments from the Borrower, or any other
Person or to realize upon any such guarantee or to exercise any such right of
offset, or any release of the Borrower, or any other Person or any such
guarantee or right of offset, shall not relieve Boston Scientific of any obligation
or liability hereunder, and shall not impair or affect the rights and remedies,
whether express, implied or available as a matter of law, of the Lender against
Boston Scientific. For the purposes hereof “demand” shall include the
commencement and continuance of any legal proceedings.


 


(f)    The guarantee contained in this Section 12
shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any of the Obligations is rescinded or
must otherwise be restored or returned by the Lender upon the


 


14

















 


insolvency, bankruptcy,
dissolution, liquidation or reorganization of any the Borrower or Boston
Scientific, or upon or as a result of the appointment of a receiver, intervenor
or conservator of, or trustee or similar officer for, the Borrower, Boston
Scientific or any substantial part of their respective property, or otherwise,
all as though such payments had not been made.


 


(g) Boston Scientific hereby guarantees that payments hereunder will be
made in the manner set forth in Section 1.


 


13.           Miscellaneous.


 


(a)   The parties hereby acknowledge that this Note
is being entered into the parties pursuant to Section 5.10 of the Transaction
Agreement. The parties further acknowledge and agree that the entry of the
parties hereto into this Note shall in no way affect the effectiveness of the
Transaction Agreement and the Transaction Agreement shall remain in full force
and effect pursuant to the terms thereof; provided, however, that
to the extent that any of the provisions of this Note conflict with any
provisions of the Transaction Agreement, the provisions herein shall control.


 


(b)   No term of this Note may be changed, waived,
discharged or terminated orally, but may only be amended or modified by an
instrument in writing signed by the Lender and the Borrower.


 


(c)   All notices, requests and demands to or upon
the respective parties hereto to be effective shall be in writing (including by
telecopy or electronic transmission), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered, or
three Business Days after being deposited in the mail, postage prepaid, or, in
the case of telecopy or electronic notice, when received addressed as follows:


 


	
  Borrower:

  	
   

  	
  BSC International Holding
  Limited

  
	
   

  	
   

  	
  Gaetano Martinolaan 50

  
	
   

  	
   

  	
  6229 GS Maastricht

  
	
   

  	
   

  	
  The Netherlands

  
	
   

  	
   

  	
  Fax: (011) 31-43-3568270

  
	
   

  	
   

  	
  Attention: Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with copies to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Boston Scientific
  Corporation

  
	
   

  	
   

  	
  One Boston Scientific
  Place

  
	
   

  	
   

  	
  Natick, Massachusetts
  01760

  
	
   

  	
   

  	
  Fax: (508) 650-8960

  
	
   

  	
   

  	
  Attention: General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Shearman & Sterling
  LLP

  
	
   

  	
   

  	
  599 Lexington Avenue

  
	
   

  	
   

  	
  New York, NY 10022-6069

  
	
   

  	
   

  	
  Fax: (212) 848-7179

  



 


15

















 


	
   

  	
   

  	
  Attention: Peter D. Lyons 

  
	
   

  	
   

  	
   Clare
  O’Brien

  
	
   

  	
   

  	
   

  
	
  Boston Scientific:

  	
   

  	
  Boston Scientific
  Corporation

  
	
   

  	
   

  	
  One Boston Scientific
  Place

  
	
   

  	
   

  	
  Natick, Massachusetts
  01760

  
	
   

  	
   

  	
  Fax: (508) 650-8960

  
	
   

  	
   

  	
  Attention: General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Shearman & Sterling
  LLP

  
	
   

  	
   

  	
  599 Lexington Avenue

  
	
   

  	
   

  	
  New York, NY 10022-6069

  
	
   

  	
   

  	
  Fax: (212) 848-7179

  
	
   

  	
   

  	
  Attention:

  	
  Peter D. Lyons

  
	
   

  	
   

  	
   

  	
  Clare O’Brien

  
	
   

  	
   

  	
   

  	
   

  
	
  Lender:

  	
   

  	
  Abbott Laboratories

  
	
   

  	
   

  	
  Dept. 0392, Bldg. AP6D

  
	
   

  	
   

  	
  100 Abbott Park Road

  
	
   

  	
   

  	
  Abbott Park, Illinois
  60064-3500

  
	
   

  	
   

  	
  Fax: (847) 935-8207

  
	
   

  	
   

  	
  Attention: Chief Operating
  Officer, Medical Products Group

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with copies to:

  
	
   

  	
   

  	
  Abbott Laboratories

  
	
   

  	
   

  	
  Dept. 364, Bldg. AP6D

  
	
   

  	
   

  	
  100 Abbott Park Road

  
	
   

  	
   

  	
  Abbott Park, Illinois
  60064-6020 USA

  
	
   

  	
   

  	
  Fax: (847) 938-6277

  
	
   

  	
   

  	
  Attention: General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Abbott Laboratories

  
	
   

  	
   

  	
  Dept. 312, Bldg. AP6D

  
	
   

  	
   

  	
  100 Abbott Park Road

  
	
   

  	
   

  	
  Abbott Park, Illinois
  60064-6028 USA

  
	
   

  	
   

  	
  Fax: (847) 938-6307

  
	
   

  	
   

  	
  Attention: Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Simpson Thacher &
  Bartlett LLP

  
	
   

  	
   

  	
  425 Lexington Avenue

  
	
   

  	
   

  	
  New York, NY 10017-3903

  
	
   

  	
   

  	
  Fax: (212) 455-2502 

  
	
   

  	
   

  	
  Attention: Charles I.
  Cogut

  
	
   

  	
   

  	
   William
  E. Curbow

  



 


16

















 


Jay M. Ptashek


 


provided that any notice, request or demand to or
upon the Lender shall not be effective until received.


 


(d)   No failure to exercise and no delay in exercising,
on the part of the Lender, any right, remedy, power or privilege hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law or in any other Contractual Obligations of the Borrower or
Boston Scientific.


 


(e)   The Borrower agrees to pay or reimburse the
Lender for all its costs and expenses (including reasonable attorney’s fees)
incurred in connection with the enforcement by the Lender of any of its rights
under this Note.


 


(f)    Subject to the provisions of this subsection
13(f), the Lender may sell, assign, transfer or otherwise hypothecate this
Note, in whole or in part, to any Person without the consent of the Borrower or
Boston Scientific. Any such transferee, shall thereafter be deemed to be the
“Lender” for all purposes herein other than Section 3, it being understood and
agreed that any amounts then outstanding under this Note shall continue to be
reduced in accordance with Section 3 regardless of any such sale, assignment,
transfer or hypothecation by the Lender, and that, as a condition to any such
sale, assignment, transfer or hypothecation by the Lender, the Lender shall
cause any such transferee to acknowledge in writing (with a copy of such acknowledgement
to be delivered to the Borrower) its agreement to the foregoing. Notwithstanding
anything to the contrary in this Section 13(f), unless any sale, assignment, transfer
or other hypothecation of this Note by the Lender in accordance with this
Section 13(f) is to the same Person (or its Affiliate) to which Abbott’s (or
its successor’s) rights and obligations under Section 5.08 of the Transaction
Agreement are assigned in accordance with Section 12.06 thereof, the last
sentence of Section 5.10(a) of the Transaction Agreement and the last sentence of
Section 7(d) hereof shall forthwith become inapplicable. The Borrower may
assign or otherwise transfer any of its rights or obligations hereunder to any
of its Affiliates; provided that the guarantee of Boston Scientific of all the
obligations of the Borrower under this Note shall remain in full force and
effect regardless of any such assignment or transfer. Boston Scientific may not
assign or otherwise transfer any of its rights or obligations hereunder; provided,
however, that Boston Scientific may, without the consent of the other
parties hereto, assign its rights and obligations, in whole or in part, to any
acquirer of all or substantially all of Boston Scientific’s vascular
intervention business. Any attempted assignment or transfer by the Lender, the
Borrower or Boston Scientific in contravention of this subsection (f) without
the consent of the other parties hereto, as applicable, shall be null and void.


 


(g)  In addition to any rights and remedies of the
Lender provided by law or contract, the Lender shall have the right, without
prior notice to the Borrower or Boston Scientific, upon any amount becoming due
and payable by the Borrower or Boston Scientific hereunder (whether at the
stated maturity, by acceleration or otherwise), to set off and appropriate and
apply against such amount any and all deposits (general or special, time or
demand, provisional or final), in


 


17

















 


any currency, and any other
credits, Indebtedness or claims, in any currency, in each case whether direct
or indirect, absolute or contingent, matured or unmatured, at any time held or
owing by the Lender or for the credit or the account of the Borrower or Boston
Scientific.


 


(h)   This Note may be executed by one or more of
the parties to this Note on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page of this Note by facsimile or
electronic transmission shall be effective as delivery of a manually executed
counterpart hereof.


 


(i)    Any provision of this Note that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


(j)    THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


(k)   Each of the Borrower and Boston Scientific
hereby irrevocably and unconditionally: (i) submits for itself and its property
in any legal action or proceeding relating to this Note, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the courts of the State of New York, the courts of the United
States for the Southern District of New York and appellate courts from any
thereof; (ii) consents that any such action or proceeding may be brought in
such courts and waives any objection that it may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or
claim the same; (iii) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid to Boston
Scientific at its address set forth in subsection 13(c) above or at such other
address of which the Lender shall have been notified pursuant thereto; (iv)
agrees that nothing herein shall affect the right to effect service of process
in any other manner permitted by law or shall limit the right to sue in any
other jurisdiction; and (v) waives, to the maximum extent not prohibited by law,
any right it may have to claim or recover in any legal action or proceeding
referred to in this subsection 13(k) any special, exemplary, punitive or
consequential damages.


 


(l)    THE BORROWER, BOSTON SCIENTIFIC AND THE
LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS NOTE AND FOR ANY COUNTERCLAIM THEREIN.


 


(m)  This Note shall be binding upon and inure to
the benefit of the Borrower, Boston Scientific and the Lender and their
respective heirs, successors and permitted assigns


 


18

















 


(n)   Nothing in this Note, express or implied,
shall give to any Person, (other than the parties hereto and their successors
hereunder) any benefit or any legal or equitable right, remedy or claim under
this Note.


 


(o)   The Borrower has, at the time of the signing
of this Note, caused Irish stamp duty in an amount of €0.15 to be paid on this
Note, and a stamp for such amount is affixed to this Note, which stamp (i) (A)
has been signed by or bears the initials of a duly authorized signatory of the
Borrower, or (B) bears “BSC International Holding Limited” written over the
stamp, and (ii) is dated as of the date of this Note.


 


[Remainder
of page was intentionally left blank]


 


19

















 


IN
WITNESS WHEREOF, the Borrower and Boston Scientific have caused this Note to be
duly executed and delivered as of the day and year first above written.


 


 


	
   

  	
  BSC
  INTERNATIONAL HOLDING

  LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel Philip Florin

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Daniel
  Philip Florin

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BOSTON SCIENTIFIC
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lawrence
  C. Best

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Lawrence C.
  Best

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and

  Chief Financial Officer

  
					



 


 


	
  ACKNOWLEDGED AND AGREED:

  
	
   

  
	
  ABBOTT LABORATORIES

  
	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Thomas
  C. Freyman

  	
   

  
	
   

  	
  Name:

  	
  Thomas C.
  Freyman

  
	
   

  	
  Title:

  	
  Executive
  Vice President, Finance, and

  Chief Financial Officer

  
				



 


20