Promissory Note

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 hereand warrants that:by represents



(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 f ...