St. Jude Medical, Inc. $600 MILLION AGGREGATE PRINCIPAL AMOUNT 2.800% CONVERTIBLE SENIOR DEBENTURES DUE 2035 UNDERWRITING AGREEMENT dated December 6, 2005 Banc of America Securities LLCUnderwriting Agreement • December 12th, 2005 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • New York
This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representative, and assigns of the undersigned. This agreement shall be terminated and the undersigned shall be released from its obligations hereunder if: (a) the Company notifies you in writing that it does not intend to proceed with the Offering, (b) the registration statement filed with the Securities and Exchange Commission with respect to the Offering is withdrawn, or (c) for any reason, the Underwriting Agreement between you and the Company relating to the Offering is terminated prior to the Closing Date (as defined in said Underwriting Agreement).
