St. Jude Medical, Inc. $500,000,000 2.500% Senior Notes due 2016 UNDERWRITING AGREEMENT December 1, 2010 Merrill Lynch, Pierce, Fenner & Smith Incorporated Mitsubishi UFJ Securities (USA), Inc. Wells Fargo Securities, LLCUnderwriting Agreement • December 3rd, 2010 • St Jude Medical Inc • Electromedical & electrotherapeutic apparatus • New York
The Notes will be issued pursuant to an indenture, dated as of July 28, 2009 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to a third supplemental indenture, dated as of December 6, 2010 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), among the Company, the Trustee and the Depositary.
