EXHIBIT 4.3
-----------
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 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) 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. 2 CUSIP NO.: 000000XX0
ISIN NO.: US101137AD98
$250,000,000
5.125% NOTE DUE 2017
BOSTON SCIENTIFIC CORPORATION promises to pay
to Cede & Co. or registered assigns the principal sum of
TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000) on
January 12, 2017.
Interest Payment Dates: January 12 and July 12 of each year, commencing January
12, 2005.
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: November 18, 0000
XXXXXX XXXXXXXXXX CORPORATION
By: /s/ Xxxxx Xxxxx
---------------------------
Name: Xxxxx Xxxxx
Title: Vice President, Treasurer
and Investor Relations
[corporate seal]
Attest:
By: /s/ Xxxxxxxx X. Xxxxx
---------------------
Name: Xxxxxxxx X. Xxxxx
Title: Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
Dated: November 18, 2004
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
X.X. XXXXXX TRUST COMPANY,
NATIONAL ASSOCIATION as Trustee
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Authorized Officer
[REVERSE OF FORM OF SECURITY]
BOSTON SCIENTIFIC CORPORATION
5.125% NOTE DUE 2017
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 5.125% 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 November 18, 2004
through but excluding the date on which interest is paid. Interest shall be
payable in arrears on January 12 and July 12 of each year (each an "Interest
Payment Date"), commencing January 12, 2005. 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 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 and interest in respect thereof will be made in immediately
available funds.
3. Paying Agent and Security Registrar. Initially, X.X. Xxxxxx Trust
Company, National Association, 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 November 18, 2004 (the "Indenture"), between the Company and X.X. Xxxxxx
Trust Company, National Association, 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 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 November 18, 2004 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 Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate plus 15 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 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 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.
"Quotation Agent" means the Reference Treasury Dealer appointed by the
Trustee after consultation with Company.
"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 Quotations,
or (2) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations.
"Reference Treasury Dealer" means (1) Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated, UBS Securities LLC and Wachovia Capital Markets, LLC 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 therefore
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. Sinking Fund. No sinking fund is provided for the Securities.
7. Denominations, Transfer, Exchange. The Securities are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. 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.
8. Persons Deemed Owners. The registered Holder of a Security may be
treated as the owner of it for all purposes.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. Authentication. This Security shall not be valid until the Trustee
signs the certificate of authentication to this Security.
16. 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
Xxx Xxxxxx Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: 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.
