AMENDMENT NO. 2
THIS IS AMENDMENT NO. 2 dated as of February 14, 2001 ("Amendment No. 2") to the SUBLEASE
AGREEMENT dated as of August 19, 1988, as amended by Amendment No. 1 thereto dated January 1, 1990
(as so amended, the "Sublease Agreement") by and between Thermo Electron Corporation, a Delaware
corporation and successor to Thermedics Inc., a Delaware corporation ("TEC"), and Thermo Cardiosystems
Inc., a Massachusetts corporation ("TCA"). Unless otherwise indicated, terms used in this Amendment No. 2
that begin with capital letters and are not defined here have the meanings given them in the Sublease Agreement.
Except as provided otherwise in this Amendment No. 2, references to Articles are to Articles of the Sublease
Agreement and references to Sections are to Sections of the Master Lease (as defined below).
A. TCA subleases property from TEC located at 470 Wildwood Street in Woburn, Massachusetts under the
B. The Sublease Agreement is subject to the terms of the lease dated November 1983 between WGO Limited
Partnership, a Massachusetts limited partnership, and TEC, as amended July 15, 1993 and extended by letter
dated August 12, 1998 (as so amended and extended, the "Master Lease").
C. TCA is a party to an Agreement and Plan of Merger (the "Merger Agreement") dated as of October 3, 2000
pursuant to which, upon satisfaction of certain conditions, TCA will be acquired by Thoratec Laboratories
Corporation, a California corporation that will soon drop "Laboratories" from its corporate name ("Thoratec").
D. Section 7.2(i) of the Merger Agreement requires that the Sublease Agreement be amended as set forth in this
Amendment No. 2.
ACCORDINGLY, THE PARTIES AGREE AS FOLLOWS:
1. ADDITIONAL PARKING SPACES
Article I is amended so that TEC shall provide to TCA the exclusive use of 75 parking spaces as indicated on the
Parking Plan attached as Exhibit A; provided,
however, that TEC shall not be obligated to supply su