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