MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BANK OF AMERICA, N.A. One Bryant Park New York, New York 10036

Very truly yours,

BANK OF AMERICA, N.A.

By:

/s/ Yinghua Zhang

Name: Yinghua Zhang

 Title:  Director

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By:

/s/ Matthew Walters

Name: Matthew Walters

 Title:  Vice President

By:

/s/ John C. Heinmiller

Name: John C. Heinmiller

Title:   Executive Vice President

Borrower:

St. Jude Medical, Inc. (the “Borrower”).

Transactions:

The Borrower intends to acquire (the “Acquisition”) all of the outstanding equity interests of a company previously identified to us and codenamed “Thunder” (the “Target” and together with its subsidiaries, the “Acquired Business”), through a wholly-owned direct subsidiary of the Borrower (“Parent”) and a wholly-owned direct subsidiary of the Parent (“Merger Sub”) in the manner contemplated by the Agreement and Plan of Merger (together with the schedules and exhibits thereto, the “Acquisition Agreement”) entered (or to be entered) into among Parent, Merger Sub, the Target and, solely with respect to certain provisions thereof, the Borrower. Upon consummation of the Acquisition, the Target will be a wholly-owned direct or indirect subsidiary of the Borrower. The date on which all conditions precedent to the consummation of the Acquisition set forth in the Acquisition Agreement are satisfied, and on which the Bridge Loans (as defined below) will become available to be drawn under the Bridge Facility (as defined below), is referred to herein as the “Closing Date.” In connection with the Acquisition, the Borrower intends to (a) obtain a senior unsecured bridge term loan credit facility described below under the caption “Bridge Facility” and (b) pay the fees and expenses incurred in connection with the Transactions (as defined below) (the “Transaction Costs”). It is anticipated, but not required, that some or all of the Bridge Facility will be replaced or refinanced by a combination of: (i) the issuance of senior unsecured debt securities by the Borrower through a public offering or in a private placement (the “Senior Notes”) and (ii) the proceeds of a senior unsecured term loan (the “Term Loan Facility” and, together with the Senior Notes, the “Permanent Financing”). The transactions described in this paragraph are collectively referred to herein as the “Transactions”. No other financing is expected to be required for the Transactions.

Administrative Agent:

Bank of America, N.A. (“Bank of America”) will act as sole and exclusive administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

Sole Lead Arranger and Sole Bookrunner:

Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”) will act as exclusive sole lead arranger and exclusive sole bookrunner for the Bridge Facility (in such capacities, the “Lead Arranger”).

Lenders:

Bank of America and other banks, financial institutions and institutional lenders selected in accordance with the Commitment Letter.

Bridge Facility:

A senior unsecured bridge term loan credit facility in an aggregate principal amount in U.S. dollars of $3.7 billion (the “Bridge Facility”).

Purpose:

The proceeds shall be used by the Borrower (a) to pay all or a portion of the consideration for the Acquisition and (b) to pay the Transaction Costs.

Availability:

The Bridge Facility shall be available in a single draw on the Closing Date. Any loans made under the Bridge Facility are referred to herein as the “Bridge Loans”.

Interest Rates and Fees:

As set forth in Annex I hereto.

Calculation of Interest and Fees:

Other than calculations in respect of interest at the Base Rate (which shall be made on the basis of actual number of days elapsed in a 365/366 day year), all calculations of interest and fees shall be made on the basis of actual number of days elapsed in a 360-day year.

Cost and Yield Protection:

Customary for transactions and facilities of this type, including, without limitation, in respect of breakage or redeployment costs, changes in capital adequacy, liquidity and capital requirements or their interpretation (including pursuant to Dodd-Frank or Basel III), illegality, unavailability and clear of withholding or other taxes.

Maturity:

The Bridge Facility will mature on the date that is 364 days after the Closing Date (the “Maturity Date”).

Scheduled Amortization:

None.

Mandatory Prepayments and Commitment Reductions:

On or prior to the Closing Date, the aggregate commitments in respect of the Bridge Facility under the Commitment Letter or under the Credit Documentation (as applicable) shall be automatically and permanently reduced, and after the Closing Date, the aggregate Bridge Loans shall be prepaid, in each case, dollar-for-dollar, by the following amounts:

(a)                                 100% of the net cash proceeds (other than proceeds from (i) any intercompany transfer, (ii) any single disposition or series of related dispositions not to exceed $20 million or (iii) dispositions not to exceed $50 million in the aggregate), whether in cash or cash equivalents, of all non-ordinary course asset sales or other dispositions or any casualty or condemnation event in respect of property by the Borrower and its subsidiaries (including proceeds from the sale of stock of any subsidiary of the Borrower)

other than net cash proceeds that are reinvested in or applied in the replacement or repair of assets to be used in the Borrower’s and/or its subsidiaries’ business within 180 days of receipt of such proceeds;

(b)                                 100% of the commitments provided to the Borrower or any of its subsidiaries pursuant to any committed but unfunded credit agreement or similar definitive agreement for the incurrence of debt for borrowed money that has become effective for the purpose of financing the Transactions and having conditions to availability which are not more restrictive than the conditions to availability of the Bridge Facility (including, without limitation, the Term Loan Facility); and

(c)                                  100% of the net cash proceeds (including in escrow) of (i) any sale or issuance of debt securities (including, without limitation, any Senior Notes) or incurrence of other debt for borrowed money (other than Excluded Debt (as defined below) and without duplication of amounts referred to in clause (b) above to the extent already applied to reduce the commitments under the Bridge Facility) and (ii) any sale or issuance of equity securities or equity-linked securities in excess of $25 million in the aggregate (other than issuances pursuant to employee stock plans and retirement plans or issued as compensation to officers and/or non-employee directors and issuances of directors’ qualifying shares and/or other nominal amounts required to be held by persons other than the Borrower or its subsidiaries under applicable law).

For purposes hereof, “Excluded Debt” means (i) intercompany debt among the Borrower and/or its subsidiaries, (ii) credit extensions under the Existing Credit Agreement, or any refinancing or replacement thereof, in each case up to the amount of the commitments in effect thereunder on the date of the Commitment Letter, (iii) commercial paper issuances, ordinary course letter of credit facilities, overdraft protection and short term working capital facilities, ordinary course foreign working capital facilities (including the renewal, replacement or refinancing thereof with the same form of financing), factoring arrangements, capital leases, financial leases, hedging and cash management, purchase money and equipment financings and similar obligations, (iv) debt incurred to refinance, repurchase, repay, redeem or defease (a) the 2016 Senior Notes and the Existing Term Loan Agreement, in each case, not earlier than 90 days prior to the scheduled maturity thereof or (b) the Yen Notes solely to the extent that the terms thereof (after giving effect to any consent, waiver or other modification) do not permit the Yen Notes to remain outstanding following consummation of the Transactions and (v) other debt (other than the Permanent Financing) in an aggregate principal amount up to $50 million.

of the Bridge Loans may not be reborrowed. All commitment reductions and prepayments shall be applied to reduce, respectively, the commitments in respect of the Bridge Facility and Bridge Loans on a ratable basis, or with respect to any Lenders which are affiliated with each other, between them as they and the Administrative Agent may agree.

In addition, the commitments shall terminate on the Commitment Termination Date.

Optional Prepayments and Commitment Reductions:

The Bridge Facility may be prepaid at any time in whole or in part without premium or penalty, upon written notice, at the option of the Borrower, except that any prepayment of LIBOR-based Bridge Loans other than at the end of the applicable interest periods therefor shall be made with reimbursement for any funding losses and redeployment costs of the Lenders resulting therefrom. The commitments under the Bridge Facility may be reduced permanently or terminated by the Borrower at any time without penalty. Optional prepayments of the Bridge Loans may not be reborrowed.

Conditions Precedent to Borrowing on the Closing Date:

The borrowing under the Bridge Facility on the Closing Date will be subject solely to the conditions precedent set forth in Exhibit B to the Commitment Letter.

Representations and Warranties:

Subject in all respects to the Limited Conditionality Provision, to be made on the date of the Credit Documentation and on the Closing Date and to be substantially similar to the Existing Credit Agreement (including, with respect to exceptions, baskets and materiality qualifiers) with such modifications as may be agreed among the parties and limited to the following: Existence and Power; Authorization; No Contravention; Governmental Authorization; Binding Effect; Litigation; No Default; ERISA Compliance; Use of Proceeds; Margin Regulations; Title to Properties; Taxes; Financial Condition; No Material Adverse Effect; Environmental Matters; Regulated Entities; No Burdensome Restrictions; Copyrights, Patents, Trademarks and Licenses, etc.; Subsidiaries; Insurance; Full Disclosure; Taxpayer Identification Number; and Solvency; provided that the representations and warranties shall include customary representations to be agreed with respect to OFAC, FCPA and anti-corruption and anti-money laundering laws.

Covenants:

Subject in all respects to the Limited Conditionality Provision, substantially similar to the Existing Credit Agreement (including with respect to exceptions, baskets and materiality qualifiers) with such modifications as may be agreed among the parties, and limited to the following:

(a)                                 Affirmative Covenants: Financial Statements; Certificates; Other Information; Notices; Preservation of

Existence, etc.; Maintenance of Property; Insurance; Payment of Obligations; Compliance with Laws; Inspection of Property and Books and Records; Environmental Laws; and Use of Proceeds; provided that the affirmative covenants shall include customary covenants to be agreed with respect to OFAC, FCPA and anti-corruption and anti-money laundering laws.

(b)                                 Negative Covenants: Liens; Disposition of Assets; Consolidations and Mergers; Loans and Investments; Limitations on Subsidiary Indebtedness; Transactions with Affiliates; Use of Proceeds; Regulation U; Limitation on Subsidiary Dividends; Joint Ventures; Restricted Payments; Changes in Business; and Accounting Changes.

(c)                                  Financial Covenant:

·                       Following the making of the Bridge Loans on the Closing Date, the Borrower shall not permit the Consolidated Leverage Ratio (as defined in the Existing Credit Agreement) at any time during any period of four fiscal quarters to be greater than 4.0 to 1.0; provided that, if the corresponding financial covenant set forth in Section 7.13 of the Existing Credit Agreement (as amended, extended, replaced, refinanced or renewed) is, at the time the Credit Documentation is executed, more restrictive on the Borrower than as set forth above, then the Consolidated Leverage Ratio under the Bridge Facility shall automatically be deemed amended to match such provision of the Existing Credit Agreement at such time, and solely for so long as such provision of the Existing Credit Agreement remains more restrictive than as set forth above.

Events of Default:

Subject in all respects to the Limited Conditionality Provision, substantially similar to the Existing Credit Agreement (including with respect to exceptions, baskets and materiality qualifiers), and such modifications as may be agreed among the parties and limited to the following: Non-Payment; Specific Covenants (with grace periods with respect to certain affirmative covenants only); Other Defaults; Representation and Warranties; Cross-Default (provided that cross-default shall be included in addition to cross-acceleration/payment default); Insolvency Proceedings, etc.; Inability to Pay Debts; Attachment; Judgments; ERISA; Invalidity of Loan Documents; Change of Control; and Loss of Licenses.

Without limiting (and subject to) the conditions set forth in Exhibit B thereto, the Lenders shall not be entitled to terminate the commitments under the Bridge Facility prior to the Closing Date due to an event of default unless a payment or bankruptcy event of

default (with respect to the Borrower) under the Credit Documentation has occurred and is continuing. The acceleration of the Bridge Loans shall be permitted at any time after they have been funded only to the extent that an event of default is outstanding and continuing at such time.

Defaulting Lender:

The Credit Documentation shall contain “Defaulting Lender” provisions substantially similar with the corresponding provisions of the Existing Credit Agreement.

Assignments and Participations:

Lenders will be permitted to assign commitments under the Bridge Facility and Bridge Loans in a minimum amount of $10 million (subject to exceptions consistent with the Existing Credit Agreement) with the consent of (i) the Borrower (not to be unreasonably withheld or delayed, and such consent not to be required (a) during the continuance of a payment or bankruptcy Event of Default, (b) in connection with an assignment to a Lender, an affiliate of a Lender or following the Closing Date an approved fund or (c) to the extent not required pursuant to the applicable provisions of Section 2 of the Commitment Letter) and (ii) the Administrative Agent (not to be unreasonably withheld or delayed, and such consent of the Administrative Agent not to be required in connection with an assignment to a Lender, an affiliate of a Lender or following the Closing Date an approved fund). If the consent of the Borrower is required in connection with any assignment, the Borrower shall be deemed to have provided such consent unless it has notified the Administrative Agent of its refusal to give such consent within ten (10) business days of receiving written request for its consent to such assignment. The Lenders will be permitted to sell participations in Bridge Loans and commitments without restriction. Voting rights of participants shall be limited to significant matters such as changes in amount, rate and maturity date. An assignment fee in the amount of $3,500 will be charged with respect to each assignment unless waived by the Administrative Agent. Customary pledges of Bridge Loans shall also be permitted without restriction.

Waivers and Amendments:

Amendments and waivers of the provisions of the Credit Documentation will require the approval of Lenders holding Bridge Loans and commitments representing more than 50% of the aggregate Bridge Loans and commitments under the Bridge Facility (the “Required Lenders”), except that the consent of each Lender will be required with respect to among other things (a) increases in commitment amount of such Lender, (b) reductions of principal, interest, or fees payable to such Lender, (c) extensions of scheduled maturities or times for payment of the Bridge Loans or commitments of such Lender and (d) changes to the relevant percentages applicable to Lender voting requirements.

Indemnification:

Subject to the limitations set forth in Section 4 of the Commitment Letter to which this Exhibit A is attached, the Borrower will

indemnify and hold harmless the Administrative Agent, the Lead Arranger, each Lender and each of their affiliates and their officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against all losses, liabilities, claims, damages or expenses arising out of or relating to the Transactions, the Bridge Facility, the Borrower’s use of loan proceeds or the commitments, including, but not limited to, reasonable and documented out-of-pocket attorneys’ fees and settlement costs, except, in each case, to the extent such losses, liabilities, claims, damages or expenses resulted from (x) such Indemnified Party’s (or its Related Parties’) gross negligence, bad faith or willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction, (y) such Indemnified Party’s (or its Related Parties’) material breach of its obligations under the Credit Documentation and (z) disputes solely among the Indemnified Parties not arising from or in connection with any act or omission by the Borrower or any of its affiliates (other than any Proceedings against the Administrative Agent or Lead Arranger in its capacity or in fulfilling its role as such under the Bridge Facility). This indemnification shall survive and continue for the benefit of all such persons or entities, notwithstanding any failure of the Bridge Facility to close.

Governing Law:

New York.

Expenses:

The Borrower will pay all reasonable documented or invoiced out-of-pocket fees and expenses (including, but not limited to, the reasonable fees, disbursements and other charges of counsel which shall be limited to the reasonable and documented or invoiced out-of-pocket fees and other charges of one counsel to the Administrative Agent, and, if necessary, of one regulatory counsel and one local counsel to the Lenders retained by the Administrative Agent in each relevant regulatory field and each relevant jurisdiction, respectively (and, in the case of an actual or perceived conflict of interest where the Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, of another firm of counsel for each such affected Lender), and due diligence expenses) incurred in connection with the Bridge Facility, the syndication thereof, the preparation, administration and enforcement of all Credit Documentation, and the other transactions contemplated thereby, whether or not the Closing Date occurs or any extensions of credit are made under the Bridge Facility.

Counsel to the Administrative Agent and the Lead Arranger:

Weil, Gotshal & Manges LLP.

Miscellaneous:

Each of the parties shall (a) waive its right to a trial by jury and (b) submit to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City.

Interest Rates:

The interest rates per annum applicable to the Bridge Facility will be, at the option of the Borrower (a) LIBOR (calculated on a 360-day basis) plus the Applicable Margin (as defined below) or (b) the Base Rate (calculated on a 365/366-day basis) plus the Applicable Margin.

The Borrower may select interest periods of one, two, three or six months for LIBOR-based Bridge Loans. Interest shall be payable at the end of the selected interest period, but no less frequently than quarterly.

“LIBOR” and “Base Rate” will have meanings customary and appropriate for financings of this type (and in any event shall not be less than 0%).

Default Interest:

Automatically upon the occurrence and during the continuation of any payment default, all overdue amounts under the Bridge Facility shall bear interest at a rate per annum equal to (a) in the case of principal of any Bridge Loan, 2% above the rate otherwise applicable thereto or (b) in the case of any other amount, 2% above the rate applicable to Base Rate Bridge Loans, with such interest being payable on demand.

Duration Fees:

The Borrower will pay duration fees (the “Duration Fees”) for the account of each Lender in amounts equal to the applicable percentage as determined in accordance with the grid below, of the principal amount of the Bridge Loan of such Lender outstanding at the close of business, New York City time, on each date set forth in the grid below, payable on each such date:

Duration Fees

90 days after
Closing Date

180 days after
Closing Date

270 days after
Closing Date

50

bps

75

bps

100

bps

Undrawn Fees:

The Borrower will pay fees (the “Undrawn Fees”), for the ratable benefit of the Lenders at the “Applicable Undrawn Fee Rate” determined in accordance with the Pricing Grid on the undrawn commitments in respect of the Bridge Facility accruing daily from and including the later of (a) the day that is 60 days following the execution of the Commitment Letter and (b) date of execution of the Credit Documentation until the date on which the commitments under the Bridge Facility are terminated.  Accrued Undrawn Fees shall be payable quarterly and upon date on which the commitments under the Bridge Facility are terminated; provided that any such Undrawn Fees shall accrue without duplication to any Ticking Fees (as defined in the Fee Letter).

Applicable Margin

Borrower’s Debt Ratings

Closing Date through
89 days after Closing
Date

90 days after Closing
Date through 179 days
after Closing Date

180 days after Closing
Date through 269 days
after Closing Date

270 days after Closing
Date and thereafter

Applicable
Undrawn Fee

(S&P/Moody’s)

Base Rate

LIBOR

Base Rate

LIBOR

Base Rate

LIBOR

Base Rate

LIBOR

Rate

Level I: > A / A2

0

bps

87.5

bps

12.5

bps

112.5

bps

37.5

bps

137.5

bps

62.5

bps

162.5

bps

12.5

bps

Level II: A- / A3

0

bps

100.0

bps

25.0

bps

125.0

bps

50.0

bps

150.0

bps

75.0

bps

175.0

bps

12.5

bps

Level III: BBB+ / Baa1

12.5

bps

112.5

bps

37.5

bps

137.5

bps

62.5

bps

162.5

bps

87.5

bps

187.5

bps

12.5

bps

Level IV: BBB / Baa2

25.0

bps

125.0

bps

50.0

bps

150.0

bps

75.0

bps

175.0

bps

100.0

bps

200.0

bps

15.0

bps

Level V: < BBB- / Baa3

50.0

bps

150.0

bps

75.0

bps

175.0

bps

100.0

bps

200.0

bps

125.0

bps

225.0

bps

15.0

bps