EXHIBIT 1.2
BOSTON SCIENTIFIC CORPORATION
Debt Securities
TERMS AGREEMENT
Dated: June 22, 2004
To: Boston Scientific Corporation
One Boston Scientific Place
Natick, Massachusetts 01760-1537
Dear Sirs:
We understand that Boston Scientific Corporation, a Delaware
corporation (the "Company"), proposes to issue and sell its Debt Securities (as
described in more detail below, the "Securities"). Subject to the terms and
conditions set forth herein or incorporated by reference herein, the
underwriters named below (the "Underwriters") hereby offer to purchase such
Securities.
The Securities to be purchased by the Underwriters, which are to be
issued under an Indenture dated as of June 25, 2004 between the Company and
JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee and
as supplemented from time to time by supplemental indentures and/or modified
from time to time by resolutions of the Board of Directors of the Company as
provided in Section 301 of such Indenture, shall have the following terms:
Principal Amount: $600,000,000
Date of maturity: June 15, 2014
Interest rate: 5.45%
Interest payment dates: June 15 and December 15, commencing December 15, 2004
Public offering price: 99.850%
Purchase price: 99.200%
Redemption provisions: As described in the Prospectus Supplement dated June 22, 2004
Form of Securities: Book Entry
Delayed Delivery Contracts: N/A
Aggregate Underwriting Discount: 0.650%
Purchase Price to be paid by Underwriters: $595,200,000
Closing date and location: June 25, 2004
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
Representatives: Banc of America Securities LLC, Deutsche Bank Securities Inc. and J.P. Morgan
Securities Inc.
All of the provisions contained in the document entitled "Boston
Scientific Corporation Debt Securities, Underwriting Agreement-Basic
Provisions," dated as of June 22, 2004, a copy of which is attached hereto as
Annex A, are herein incorporated by reference in their entirety and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein. Terms defined in such document are used
herein as therein defined. Each Underwriter agrees severally, subject to the
terms and provisions of this Terms Agreement, including the terms and provisions
incorporated by reference herein, to purchase the principal amount of Securities
set forth opposite its name.
Name Principal Amount
- ------------------------------------------------------- ----------------
Banc of America Securities LLC ........................ $120,000,000
Deutsche Bank Securities Inc. ......................... 120,000,000
J.P. Morgan Securities Inc. ........................... 120,000,000
ABN AMRO Incorporated ................................. 48,000,000
Citigroup Global Markets Inc. ......................... 48,000,000
Wachovia Capital Markets, Inc. ........................ 48,000,000
BNP Paribas Securities Corp. .......................... 24,000,000
Daiwa Securities America Inc. ......................... 24,000,000
Lazard Freres & Co. LLC ............................... 24,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated .... 24,000,000
------------
Total ............................................. $600,000,000
============
Any notice by the Company to the Underwriters pursuant to this Terms
Agreement shall be in writing and shall be deemed to have been duly given if
mailed or transmitted by any standard form of telecommunication addressed to:
J.P. Morgan Securities Inc., 270 Park Avenue, New York, New York 10017,
Attention: Investment Grade Syndicate Desk, Tel.: (212) 834-4533, Fax.: (212)
834-6081.
The Company acknowledges that the names of the Representatives on
the cover page, statements set forth in the last paragraph of the cover page,
the names of the Underwriters and their respective allocations of Notes found in
the first paragraph and in the second sentence of the third paragraph, the
fourth, sixth and eighth paragraphs under the caption "Underwriting" in the
Final Prospectus constitute the only information furnished in writing by or on
behalf of
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any Underwriter expressly for use in the Registration Statement relating to the
Securities as originally filed or in any amendment thereof, any related
Preliminary Prospectus or the Final Prospectus or in any amendment thereof or
supplement thereto, as the case may be.
Please accept this offer by signing a copy of this Terms Agreement
in the space set forth below and returning the signed copy to us.
Acting on behalf of themselves and as the
Representatives of the several Underwriters
By J.P. MORGAN SECURITIES INC.
By /s/ Stephen L. Sheiner
-------------------------------------------
Name: Stephen L. Sheiner
Title: Vice President
By BANC OF AMERICA SECURITIES LLC
By /s/ Lily Chang
-------------------------------------------
Name: Lily Chang
Title: Principal
By DEUTSCHE BANK SECURITIES INC.
By /s/ Christopher T. Whitman
-------------------------------------------
Name: Christopher T. Whitman
Title: Managing Director
By /s/ Marc Fratepietro
-------------------------------------------
Name: Marc Fratepietro
Title: Director
Accepted:
BOSTON SCIENTIFIC CORPORATION
By /s/ Milan Kofol
--------------------------------------------------------
Name: Milan Kofol
Title: Vice President, Treasurer and Investor Relations
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