AMENDMENT
TO
PREFERRED SHARES RIGHTS AGREEMENT
AMENDMENT between Ventritex, Inc., a Delaware corporation (the
"Company"), and ChaseMellon Shareholder Services, L.L.C. (formerly Chemical
Trust Company of California), as Rights Agent (the "Rights Agent"), dated as of
October 23, 1996 (this "Amendment"), to the Preferred Shares Rights Agreement,
dated as of August 16, 1994, as Amended as of December 28, 1994, between the
Company and Chemical Trust Company of California, as Rights Agent (the "Rights
Agreement").
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
and the Rights Agent, prior to the Distribution Date (as defined in the Rights
Agreement), may supplement or amend in any respect the Rights Agreement without
the approval of any holders of certificates representing the common stock of the
Company; and
WHEREAS, the Company now desires to amend the Rights Agreement as set
forth in this Amendment in connection with the execution by the Company of the
Agreement and Plan of Merger, dated as of October 23, 1996, by and among the
Company, St. Jude Medical, Inc. ("St. Jude"), and Pacesetter, Inc.
("Pacesetter") (the "Merger Agreement"), pursuant to which the Company will be
merged with and into Pacesetter and each outstanding share of common stock, par
value $.001 per share, of the Company shall be cancelled and converted into the
right to receive
0.6 shares of common stock, par value $0.10 per share, of St. Jude.
NOW THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree to amend the Rights
Agreement as follows:
1. Amendment of Section 1. Certain Definitions.
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Section 1(a) is hereby amended to read in its entirety as follows:
(a) "Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 15% or more of the Common Shares then outstanding, but shall
not include (i) the Company, any Subsidiary of the Company, any employee benefit
plan of the Company or of any Subsidiary of the Company, or any entity holding
Common Shares for or pursuant to the terms of any such plan or (ii) St. Jude
Medical, Inc. or Pacesetter, Inc., or any of their respective Affiliates or
Subsidiaries, but only to the extent that shares of Common Stock are acquired by
such entities or their Affiliates or Subsidiaries pursuant to the terms of and
in connection with the consummation of the transactions contemplated by the
Agreement and Plan of Merger, dated as of October 23, 1996, among the Company,
St. Jude Medical, Inc., and Pacesetter, Inc. (the "Merger Agreement").
Notwithstanding the foregoing, no Person shall be deemed to be an Acquiring
Person as the result of an acquisition of Common Shares by the Company which, by
reducing the number of shares outstanding, increases the proportionate number of
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shares beneficially owned by such Person to 15% or more of the Common Shares of
the Company then outstanding; provided, however, that if a Person shall become
the Beneficial Owner of 15% or more of the Common Shares of the Company then
outstanding by reason of share purchases by the Company and shall, after such
share purchases by the Company, become the Beneficial Owner of any additional
Common Shares of the Company, then such Person shall be deemed to be an
Acquiring Person. Notwithstanding the foregoing, if the Board of Directors of
the Company determines in good faith that a Person who would otherwise be an
"Acquiring Person", as defined pursuant to the foregoing provisions of this
paragraph (a), has become such inadvertently, and such Person divests as
promptly as practicable a sufficient number of Common Shares so that such Person
would no longer be an "Acquiring Person", as defined pursuant to the foregoing
provisions of this paragraph (a), then such Person shall not be deemed to be an
"Acquiring Person" for any purposes of this Agreement.
Section 1(j) is hereby amended to read in its entirety as follows:
(j) "Expiration Date" shall mean the earliest of (i) the Close of
Business on the Final Expiration Date, (ii) the Redemption Date, (iii) the time
at which the Board of Directors orders the exchange of the Rights as provided in
Section 24 hereof, (iv) the consummation of a transaction contemplated by
Section 13(d)
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hereof or (v) immediately prior to the Effective Time (as defined
in the Merger Agreement).
Section 1(u) is hereby amended to delete "(ii)" after the phrase
"Section 1(a)".
Section 21 is hereby amended to delete "$50 million" in the fifth
sentence thereof and to insert in lieu thereof the phrase "$10 million".
2. Distribution Date, Shares Acquisition Date and Triggering Event.
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The Company and the Rights Agent acknowledge that, as a result of the
amendments to the Rights Agreement effected by this Amendment, neither the
execution of the Merger Agreement nor the consummation of any of the
transactions contemplated thereby will cause or result in the occurrence of a
Distribution Date, a Shares Acquisition Date, or a Triggering Event (as such
terms are defined in the Rights Agreement).
3. Governing Law.
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This Amendment shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.
4. Counterparts.
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This Amendment may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed an original, and all such
counterparts shall together constitute but one and the same instrument.
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5. Ratification and Affirmation of Rights Agreement.
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Except as expressly set forth herein, this Amendment shall not, by
implication or otherwise, alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Rights
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written.
"COMPANY" VENTRITEX, INC.
By: /s/Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Vice President
"RIGHTS AGENT" CHASEMELLON SHAREHOLDER
SERVICES, L.L.C. (formerly
Chemical Trust Company of
California)
By: /s/Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Relationship Manager
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