ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Amendment to the February Term Loan Credit Agreement

On May 28, 2020, Boston Scientific Corporation (the "Company") entered into the Second Amendment (the "Term Loan Amendment") to its $1.000 billion 364-day term loan credit agreement dated as of February 27, 2020 (the "February Term Loan Credit Agreement"), by and among the Company, as borrower, the several lenders party thereto, and The Bank of Nova Scotia, as administrative agent.

Pursuant to the Term Loan Amendment, the parties amended the limitation on restricted payments to permit payment of regularly scheduled quarterly cash dividends and other limited cash payments on the Company's recently issued 5.50% Mandatory Convertible Preferred Stock, Series A (the "Mandatory Convertible Preferred Stock") and other capital stock issued by the Company, which is (or becomes) mandatorily convertible into or exchangeable for the Company's common stock.

A copy of the Term Loan Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the terms of the Term Loan Amendment is qualified in its entirety by reference to the full text of the Term Loan Amendment.

Amendment to Revolving Credit Agreement

On May 28, 2020, the Company also entered into the Second Amendment (the "Revolver Amendment") to its $2.750 billion credit agreement (the "Revolving Credit Agreement"), dated as of December 19, 2018, by and among the Company, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.

Pursuant to the Revolver Amendment, the parties amended the limitation on restricted payments to permit payment of regularly scheduled quarterly cash dividends and other limited cash payments on the Company's Mandatory Convertible Preferred Stock and other capital stock issued by the Company, which is (or becomes) mandatorily convertible into or exchangeable for the Company's common stock.

A copy of the Revolver Amendment is attached hereto as Exhibit 10.2 and is incorporated herein by reference. The foregoing description of the terms of the Revolver Amendment is qualified in its entirety by reference to the full text of the Revolver Amendment.

With respect to both the February Term Loan Credit Agreement (as amended) and the Revolving Credit Agreement (as amended), the Company has customary corporate and commercial banking relationships with the lenders, the syndication agents, documentation agents and the administrative agents and their affiliates.




ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS



(d) Exhibits




Exhibit No.   Description

10.1            Second Amendment, dated as of May 28, 2020, to February Term Loan
              Credit Agreement, by and among Boston Scientific Corporation, the
              several lenders parties thereto, and The Bank of Nova Scotia, as
              administrative agent.
10.2            Second Amendment, dated as of May 28, 2020, to Revolving Credit
              Agreement, by and among Boston Scientific Corporation, the lenders
              party thereto and Wells Fargo Bank, National Association, as
              administrative agent.
              Cover Page Interactive Data File (embedded within the Inline XBRL
104           document).

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