Common use of MEDTRONIC GLOBAL HOLDINGS S Clause in Contracts

MEDTRONIC GLOBAL HOLDINGS S. C.A., a Luxembourg corporate partnership limited by shares (société en commandite par actions) represented by Medtronic Global Holding GP S.à x.x. Its General Partner, in turn acting by By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Class A Manager and Attorney-in-fact LENDERS: BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President BANK OF AMERICA, N.A., as Lender By: :/s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President Xxxxx Fargo Bank, N.A., as Lender By: /s/ Xxxxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxx Title: Assistant Vice President DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Vice President [For any Lender requiring a second signature line:] as Lender By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Director The Royal Bank of Scotland plc, as Lender By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: Director U.S. Bank National Association, as Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President Barclays Bank PLC, as Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President XXXXXX XXXXXXX SENIOR FUNDING, INC., as Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx

MEDTRONIC GLOBAL HOLDINGS S. C.A., a Luxembourg corporate partnership limited by shares (société en commandite par actions) represented by Medtronic Global Holding Holdings GP S.à x.xS.à.x.x. Its its General Partner, in turn acting by By: /s/ Xxxxxx Xxxxxxxxx Xxxx Xx Xxxx Name: Xxxxxx Xxxxxxxxx Xxxx Xx Xxxx Title: Class A Manager Signature Page to Amended and Attorney-in-fact LENDERSRestated Credit Agreement MEDTRONIC, INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Treasurer Signature Page to Amended and Restated Credit Agreement Signed for and on behalf of MEDTRONIC PLC: By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Treasurer In the presence of: By: /s/ Xxxxx X. Xxxxxxxx Witness Address: 000 Xxxxxxxxx Xxxx. Xxxxxxxxxxx, XX 00000 Name: Xxxxx X. Xxxxxxxx Occupation: Legal Administrative Assistant Signature Page to Amended and Restated Credit Agreement BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxxxxx Xxxxx Anthea Del Xxxxxx Name: Xxxxxxx Xxxxx Anthea Del Xxxxxx Title: Vice President BANK OF AMERICA, N.A., as Lender and Issuing Bank By: :/s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President Director Signature Page to Amended and Restated Credit Agreement BARCLAYS BANK PLC, as Lender and Issuing Bank By: /s/ Xxxxxx Xxxxx Fargo BankName: Xxxxxx Xxxxx Title: Director Signature Page to Amended and Restated Credit Agreement CITIBANK, N.A., as Lender and Issuing Bank By: /s/ Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxx Xxxxxx Heh Name: Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxx Xxxxxx Heh Title: Assistant Vice President Signature Page to Amended and Restated Credit Agreement DEUTSCHE BANK AG CAYMAN ISLANDS NEW YORK BRANCH, as Lender and Issuing Bank By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Vice President [For any Lender requiring a second signature line:] as Lender Director By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Director The Royal Bank of Scotland plc, as Lender By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: Director U.S. Bank National Association, as Lender By: /s/ Xxxxxx Xxxxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxxx Xxxxxxx Title: Vice President Barclays Bank PLCSignature Page to Amended and Restated Credit Agreement XXXXXXX SACHS BANK USA, as Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President XXXXXX XXXXXXX SENIOR FUNDING, INC., as Lender and Issuing Bank By: /s/ Xxxxx Xxxx Name: Xxxxx XxxxXxxx Title: Authorized Signatory Signature Page to Amended and Restated Credit Agreement HSBC Bank USA, National Association, as Lender and Issuing Bank By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director Signature Page to Amended and Restated Credit Agreement JPMorgan Chase Bank, N.A., as Lender and Issuing Bank By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Executive Director Signature Page to Amended and Restated Credit Agreement MIZUHO BANK, LTD. as Lender and Issuing Bank By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director Signature Page to Amended and Restated Credit Agreement Schedule 2.01 — Commitments LENDER COMMITMENT APPLICABLE PERCENTAGE LC COMMITMENT Bank of America, N.A. $ 437,500,000 12.5000000 % $ 25,000,000 Citibank, N.A. $ 437,500,000 12.5000000 % $ 25,000,000 Deutsche Bank AG New York Branch $ 437,500,000 12.5000000 % $ 25,000,000 JPMorgan Chase Bank, N.A. $ 437,500,000 12.5000000 % $ 25,000,000 Barclays Bank PLC $ 437,500,000 12.5000000 % $ 25,000,000 Xxxxxxx Xxxxx Bank USA $ 437,500,000 12.5000000 % $ 25,000,000 HSBC Bank USA, National Association $ 437,500,000 12.5000000 % $ 25,000,000 Mizuho Bank, Ltd. $ 437,500,000 12.5000000 % $ 25,000,000

MEDTRONIC GLOBAL HOLDINGS S. C.A., a Luxembourg corporate partnership limited by shares (société en commandite par actions) represented by Medtronic Global Holding Holdings GP S.à x.xS.à.x.x. Its its General Partner, in turn acting by By: /s/ Xxxxxx Xxxxxxxxx Xxxx Xx Xxxx Name: Xxxxxx Xxxxxxxxx Xxxx Xx Xxxx Title: Class A Manager and Attorney-in-fact LENDERSManaging Director Attest: BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxxxxx Xxxxx Xxxxxxxx Xxxx Name: Xxxxxxx Xxxxx Xxxxxxxx Xxxx Title: Vice President BANK OF AMERICA, N.A., as Lender By: :/s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President Xxxxx Fargo Bank, N.A., as Lender Managing Director MEDTRONIC PUBLIC LIMITED COMPANY By: /s/ Xxxxxxxxxxx X. Xxxxx Xxxxxxx Name: Xxxxxxxxxxx X. Xxxxx Xxxxxxx Title: Assistant Vice President DEUTSCHE BANK AG CAYMAN ISLANDS BRANCHTreasurer [Signature Page to Medtronic Global Holdings S.C.A. Third Supplemental Indenture] MEDTRONIC, as Lender INC. By: /s/ Xxxx X. Xxx Xxxxx Xxxxxxx Name: Xxxx X. Xxx Xxxxx Xxxxxxx Title: Managing Director XXXXX FARGO BANK, NATIONAL ASSOCIATION, Trustee By: /s/ Stefan Victory Name: Stefan Victory Title: Vice President [For any Lender requiring a second signature line:] Signature Page to Medtronic Global Holdings S.C.A. Third Supplemental Indenture] ELAVON FINANCIAL SERVICES DAC, as Lender Paying Agent By: /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Authorised Signatory By: /s/ Xxxxx Xxxxxxxxx Xxxxx Name: Xxxxx Xxxxxxxxx Title: Director The Royal Bank of Scotland plc, as Lender By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: Director U.S. Bank National Association, as Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President Barclays Bank PLC, as Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President XXXXXX XXXXXXX SENIOR FUNDINGAuthorised Signatory [Signature Page to Medtronic Global Holdings S.C.A. Third Supplemental Indenture] EXHIBIT A FORM OF NOTE THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, INCAND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK SA/NV (“EUROCLEAR”) AND CLEARSTREAM BANKING, S.A. (“CLEARSTREAM” AND, TOGETHER WITH EUROCLEAR, “EUROCLEAR/CLEARSTREAM”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF USB NOMINEES (UK) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM (AND ANY PAYMENT IS MADE TO USB NOMINEES (UK) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, ELAVON FINANCIAL SERVICES DAC, HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF USB NOMINEES (UK) LIMITED OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. MEDTRONIC GLOBAL HOLDINGS S.C.A. 0.00% Senior Note Due 2022 CUSIP No.: 58507L AL3 No. ISIN No.: XS2020670696 COMMON CODE: 202067069 € Medtronic Global Holdings S.C.A., a corporate partnership limited by shares (société en commandite par actions) incorporated and existing under the laws of the Grand Duchy of Luxembourg (herein called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to USB Nominees (UK) Limited or registered assigns, the principal sum of Euros on December 2, 2022 and to pay interest thereon from July 2, 2019 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, annually in arrears on December 2 in each year, commencing December 2, 2019, at the rate of 0.00% per annum, until the principal hereof is paid or made available for payment. The Company shall pay interest on overdue principal, and on overdue installments of interest (without regard to any applicable grace periods) to the extent lawful, from time to time on demand at the rate borne by this Security. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxxprovided in such Indenture, be paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall be the Business Day immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Paying Agent maintained for that purpose in London in Euro; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. If the Euro is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond its control or the Euro is no longer used by the then member states of the European Monetary Union that have adopted the Euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the 2022 Notes will be made in U.S. Dollars until the Euro is again available to the Company or so used. In such circumstances, the amount payable on any date in Euro will be converted by the Company into U.S. Dollars at the rate mandated by the U.S. Federal Reserve Board as of the close of business on the second Business Day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the most recent U.S. Dollar/Euro exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date or, in the event The Wall Street Journal has not published such exchange rate, the rate will be determined in the Company’s sole discretion on the basis of the most recently available market exchange rate for the Euro. For the avoidance of doubt, any such payment in respect of the 2022 Notes so made in U.S. Dollars will not constitute an Event of Default. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

MEDTRONIC GLOBAL HOLDINGS S. C.A., a Luxembourg corporate partnership limited by shares (société en commandite par actions) represented by Medtronic Global Holding Holdings GP S.à x.xS.à.x.x. Its its General Partner, in turn acting by By: /s/ Xxxxxx Xxxxxxxxx Xxxx Xx Xxxx Name: Xxxxxx Xxxxxxxxx Xxxx Xx Xxxx Title: Class A Manager Managing Director Attest: By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Managing Director MEDTRONIC PUBLIC LIMITED COMPANY By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Executive Vice President and Attorney-in-fact LENDERSChief Financial Officer [Signature Page to Medtronic Global Holdings S.C.A. Second Supplemental Indenture] MEDTRONIC, INC. By: BANK OF AMERICA/s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, Trustee By: /s/ Stefan Victory Name: Stefan Victory Title: Vice President [Signature Page to Medtronic Global Holdings S.C.A. Second Supplemental Indenture] ELAVON FINANCIAL SERVICES DAC, UK BRANCH, as Administrative Paying Agent By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President BANK OF AMERICA, N.A., as Lender By: :/s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President Xxxxx Fargo Bank, N.A., as Lender By: /s/ Xxxxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxx Title: Assistant Vice President DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Vice President [For any Lender requiring a second signature line:] as Lender Authorised Signatory By: /s/ Xxxxx Xxxxxxxxx Xxxxx Name: Xxxxx Xxxxxxxxx Title: Director The Royal Bank of Scotland plc, as Lender By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: Director U.S. Bank National Association, as Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President Barclays Bank PLC, as Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President XXXXXX XXXXXXX SENIOR FUNDINGAuthorised Signatory [Signature Page to Medtronic Global Holdings S.C.A. Second Supplemental Indenture] EXHIBIT A FORM OF NOTE THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, INCAND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK SA/NV (“EUROCLEAR”) AND CLEARSTREAM BANKING, S.A. (“CLEARSTREAM” AND, TOGETHER WITH EUROCLEAR, “EUROCLEAR/CLEARSTREAM”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF USB NOMINEES (UK) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM (AND ANY PAYMENT IS MADE TO USB NOMINEES (UK) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, ELAVON FINANCIAL SERVICES DAC, UK BRANCH, HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF USB NOMINEES (UK) LIMITED OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. MEDTRONIC GLOBAL HOLDINGS S.C.A. Floating Rate Note Due 2021 CUSIP No.: 58507L AE9 No. ISIN No.: XS1960675822 COMMON CODE: 196067582 € Medtronic Global Holdings S.C.A., a corporate partnership limited by shares (société en commandite par actions) incorporated and existing under the laws of the Grand Duchy of Luxembourg (herein called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to USB Nominees (UK) Limited or registered assigns, the principal sum of Euros on March 7, 2021 and to pay interest thereon from March 7, 2019 or from the most recent Floating Rate Note Interest Payment Date to which interest has been paid or duly provided for, quarterly in arrears on March 7, June 7, September 7 and December 7 in each year, commencing June 7, 2019, at the rate of interest equivalent to the Three-month EURIBOR plus 0.200% (20 basis points) per annum computed on the basis of a 360-day year comprised of the actual number of days in the period for which interest is being calculated, until the principal hereof is paid or made available for payment; provided, that the minimum interest rate shall be zero and that the interest rate shall not exceed the maximum interest rate permitted by New York law or other applicable state law, as Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxxsuch law may be modified by United States law of general application. The Company shall pay interest on overdue principal, and on overdue installments of interest (without regard to any applicable grace periods) to the extent lawful, from time to time on demand at the rate borne by this Security. The interest so payable, and punctually paid or duly provided for, on any Floating Rate Note Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall be the Business Day immediately preceding such Floating Rate Note Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Paying Agent maintained for that purpose in London in Euro; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. If the Euro is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond its control or the Euro is no longer used by the then member states of the European Monetary Union that have adopted the Euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Floating Rate Notes will be made in U.S. Dollars until the Euro is again available to the Company or so used. In such circumstances, the amount payable on any date in Euro will be converted by the Company into U.S. Dollars at the rate mandated by the U.S. Federal Reserve Board as of the close of business on the second Business Day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the most recent U.S. Dollar/Euro exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date or, in the event The Wall Street Journal has not published such exchange rate, the rate will be determined in the Company’s sole discretion on the basis of the most recently available market exchange rate for the Euro. For the avoidance of doubt, any such payment in respect of the Floating Rate Notes so made in U.S. Dollars will not constitute an Event of Default. Neither the Trustee, the Paying Agent nor the Calculation Agent shall have any responsibility for any calculation or conversion in connection with the foregoing. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

MEDTRONIC GLOBAL HOLDINGS S. C.A., a Luxembourg corporate partnership limited by shares (société en commandite par actions) represented by Medtronic Global Holding Holdings GP S.à x.xS.à.x.x. Its its General Partner, in turn acting by By: /s/ Xxxxxx Xxxxxxxxx Xxxx Xx Xxxx Name: Xxxxxx Xxxxxxxxx Xxxx Xx Xxxx Title: Class A Manager Managing Director and Attorney-in-fact LENDERSauthorized signatory Attest: BANK OF AMERICABy: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Managing Director and authorized signatory of Medtronic Global Holdings S.C.A. [Signature Page to Medtronic Global Holdings S.C.A. Seventh Supplemental Indenture] MEDTRONIC PUBLIC LIMITED COMPANY By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President & Treasurer [Signature Page to Medtronic Global Holdings S.C.A. Seventh Supplemental Indenture] MEDTRONIC, INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President & Treasurer [Signature Page to Medtronic Global Holdings S.C.A. Seventh Supplemental Indenture] COMPUTERSHARE TRUST COMPANY, N.A., as Administrative Agent Trustee By: /s/ Xxxxxxx Xxxxx Xxxx Xxxxxxxxx Name: Xxxxxxx Xxxxx Xxxx Xxxxxxxxx Title: Vice President BANK EXHIBIT A FORM OF AMERICANOTE THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, N.A.AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. MEDTRONIC GLOBAL HOLDINGS S.C.A. 4.250% Senior Note Due 2028 CUSIP No.: 00000XXX0 No. ISIN No.: US58507LBB45 $ Medtronic Global Holdings S.C.A., a corporate partnership limited by shares (société en commandite par actions) incorporated and existing under the laws of the Grand Duchy of Luxembourg (herein called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of Dollars on March 30, 2028 and to pay interest thereon from March 30, 2023 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on March 30 and September 30 in each year, commencing September 30, 2023, at the rate of 4.250% per annum computed on the basis of a 360-day year comprised of twelve 30-day months, until the principal hereof is paid or made available for payment. The Company shall pay interest on overdue principal, and on overdue installments of interest (without regard to any applicable grace periods) to the extent lawful, from time to time on demand at the rate borne by this Security. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as Lender By: :/s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President Xxxxx Fargo Bankprovided in such Indenture, N.A.be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 15 or September 15 (whether or not a Business Day), as Lender By: /s/ Xxxxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxx Title: Assistant Vice President DEUTSCHE BANK AG CAYMAN ISLANDS BRANCHthe case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Vice President [For may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of (and premium, if any) and any Lender requiring a second signature line:] such interest on this Security will be made at the office or agency of the Trustee maintained for that purpose in St. Xxxx, Minnesota, in such coin or currency of the United States of America as Lender By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Director The Royal Bank at the time of Scotland plcpayment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as Lender By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: Director U.S. Bank National Associationsuch address shall appear in the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President Barclays Bank PLCif set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, as Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President XXXXXX XXXXXXX SENIOR FUNDING, INCthis Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose., as Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx

MEDTRONIC GLOBAL HOLDINGS S. C.A., a Luxembourg corporate partnership limited by shares (société en commandite par actions) represented by Medtronic Global Holding Holdings GP S.à x.xS.à.x.x. Its its General Partner, in turn acting by By: /s/ Xxxxxx Xxxxxxxxx Xxxx Xx Xxxx Name: Xxxxxx Xxxxxxxxx Xxxx Xx Xxxx Title: Class A Manager and Attorney-in-fact LENDERSManaging Director Attest: BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxxxxx Xxxxx X. Xxxxx Name: Xxxxxxx Xxxxx X. Xxxxx Title: Vice President BANK OF AMERICA, N.A., as Lender By: :/s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President Xxxxx Fargo Bank, N.A., as Lender Manager [Signature Page to Medtronic Global Holdings S.C.A. First Supplemental Indenture] MEDTRONIC PUBLIC LIMITED COMPANY By: /s/ Xxxxxxxxxxx Xxxxx X. Xxxxxxx Xxxxxxxx Name: Xxxxxxxxxxx Xxxxx X. Xxxxxxx Xxxxxxxx Title: Assistant Executive Vice President DEUTSCHE BANK AG CAYMAN ISLANDS BRANCHand Chief Financial Officer [Signature Page to Medtronic Global Holdings S.C.A. First Supplemental Indenture] MEDTRONIC, as Lender INC. By: /s/ Xxxx Xxxxx X. Xxx Xxxxxxxx Name: Xxxx Xxxxx X. Xxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer [Signature Page to Medtronic Global Holdings S.C.A. First Supplemental Indenture] XXXXX FARGO BANK, NATIONAL ASSOCIATION, Trustee By: /s/ Stefan Victory Name: Stefan Victory Title: Vice President [For Signature Page to Medtronic Global Holdings S.C.A. First Supplemental Indenture] EXHIBIT A FORM OF NOTE THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. MEDTRONIC GLOBAL HOLDINGS S.C.A. 1.700% Senior Note Due 2019 CUSIP No.: 58507L AB5 No. ISIN No.: US58507LAB53 $ Medtronic Global Holdings S.C.A., a corporate partnership limited by shares (société en commandite par actions) organized under the laws of the Grand Duchy of Luxembourg (herein called the “Company”, which term includes any Lender requiring successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of Dollars on March 28, 2019 and to pay interest thereon from March 28, 2017 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on March 28 and September 28 in each year, commencing September 28, 2017, at the rate of 1.700% per annum computed on the basis of a second signature line:] as Lender By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Director 360-day year comprised of twelve 30-day months, until the principal hereof is paid or made available for payment. The Royal Bank Company shall pay interest on overdue principal, and on overdue installments of Scotland plcinterest (without regard to any applicable grace periods) to the extent lawful, from time to time on demand at the rate borne by this Security. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as Lender By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: Director U.S. Bank National Associationprovided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 13 or September 13 (whether or not a Business Day), as Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President Barclays Bank PLCthe case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President XXXXXX XXXXXXX SENIOR FUNDINGmay be required by such exchange, INCall as more fully provided in said Indenture. Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Trustee maintained for that purpose in Minneapolis, Minnesota, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose., as Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx

MEDTRONIC GLOBAL HOLDINGS S. C.A., a Luxembourg corporate partnership limited by shares (société en commandite par actions) represented by Medtronic Global Holding Holdings GP S.à x.xS.à.x.x. Its its General Partner, in turn acting by By: /s/ Xxxxxx Xxxxxxxxx Xxxx Xx Xxxx Name: Xxxxxx Xxxxxxxxx Xxxx Xx Xxxx Title: Class A Manager Managing Director and Attorney-in-fact LENDERSauthorized signatory Attest: BANK OF AMERICABy: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Managing Director and authorized signatory of Medtronic Global Holdings S.C.A. [Signature Page to Medtronic Global Holdings S.C.A. Fifth Supplemental Indenture] MEDTRONIC PUBLIC LIMITED COMPANY By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Treasurer [Signature Page to Medtronic Global Holdings S.C.A. Fifth Supplemental Indenture] MEDTRONIC, INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Treasurer [Signature Page to Medtronic Global Holdings S.C.A. Fifth Supplemental Indenture] COMPUTERSHARE TRUST COMPANY, N.A., Trustee By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title:Vice President [Signature Page to Medtronic Global Holdings S.C.A. Fifth Supplemental Indenture] ELAVON FINANCIAL SERVICES DAC, as Administrative Paying Agent By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President BANK OF AMERICA, N.A., as Lender By: :/s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President Xxxxx Fargo Bank, N.A., as Lender By: /s/ Xxxxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxx Title: Assistant Vice President DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Vice President [For any Lender requiring a second signature line:] as Lender By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Director The Royal Bank of Scotland plc, as Lender By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: Director U.S. Bank National Association, as Lender By: /s/ Xxxxxx Xxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxx Xxxxxx Title: Vice President Barclays Bank PLCAuthorised Signatory [Signature Page to Medtronic Global Holdings S.C.A. Fifth Supplemental Indenture] EXHIBIT A FORM OF NOTE THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK SA/NV (“EUROCLEAR”) AND CLEARSTREAM BANKING, S.A. (“CLEARSTREAM” AND, TOGETHER WITH EUROCLEAR, “EUROCLEAR/CLEARSTREAM”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF USB NOMINEES (UK) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM (AND ANY PAYMENT IS MADE TO USB NOMINEES (UK) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, ELAVON FINANCIAL SERVICES DAC, HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF USB NOMINEES (UK) LIMITED OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. MEDTRONIC GLOBAL HOLDINGS S.C.A. 2.625% Senior Note Due 2025 No. CUSIP No.: 58507L AX7 ISIN No.: XS2535307743 COMMON CODE: 253530774 € Medtronic Global Holdings S.C.A., a corporate partnership limited by shares (société en commandite par actions) incorporated and existing under the laws of the Grand Duchy of Luxembourg (herein called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to USB Nominees (UK) Limited or registered assigns, the principal sum of Euros on October 15, 2025 and to pay interest thereon from September 21, 2022 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, annually in arrears on October 15 in each year, commencing October 15, 2023, at the rate of 2.625% per annum, until the principal hereof is paid or made available for payment. The Company shall pay interest on overdue principal, and on overdue installments of interest (without regard to any applicable grace periods) to the extent lawful, from time to time on demand at the rate borne by this Security. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President XXXXXX XXXXXXX SENIOR FUNDINGprovided in such Indenture, INCbe paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall be the Business Day immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Paying Agent maintained for that purpose in London, Dublin or any financial center in a European Economic Area jurisdiction in Euro; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. If the Euro is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond its control or the Euro is no longer used by the then member states of the European Monetary Union that have adopted the Euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the 2025 Notes will be made in U.S. Dollars until the Euro is again available to the Company or so used. In such circumstances, the amount payable on any date in Euro will be converted by the Company into U.S. Dollars at the rate mandated by the U.S. Federal Reserve Board as of the close of business on the second Business Day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the most recent U.S. Dollar/Euro exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date or, in the event The Wall Street Journal has not published such exchange rate, the rate will be determined in the Company’s sole discretion on the basis of the most recently available market exchange rate for the Euro. For the avoidance of doubt, any such payment in respect of the 2025 Notes so made in U.S. Dollars will not constitute an Event of Default. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose., as Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx

MEDTRONIC GLOBAL HOLDINGS S. C.A., a Luxembourg corporate partnership limited by shares (société en commandite par actions) represented by Medtronic Global Holding Holdings GP S.à x.xS.à.x.x. Its its General Partner, in turn acting by By: /s/ Xxxxxx Xxxxxxxxx Xxxx Xx Xxxx Name: Xxxxxx Xxxxxxxxx Xxxx Xx Xxxx Title: Class A Manager Managing Director and Attorney-in-fact LENDERSauthorized signatory Attest: BANK OF AMERICABy: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Managing Director and authorized signatory of Medtronic Global Holdings S.C.A. [Signature Page to Medtronic Global Holdings S.C.A. Fourth Supplemental Indenture] MEDTRONIC PUBLIC LIMITED COMPANY By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Treasurer [Signature Page to Medtronic Global Holdings S.C.A. Fourth Supplemental Indenture] MEDTRONIC, N.A.INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Treasurer [Signature Page to Medtronic Global Holdings S.C.A. Fourth Supplemental Indenture] XXXXX FARGO BANK, NATIONAL ASSOCIATION, Trustee By: /s/ Stefan Victory Name: Stefan Victory Title: Vice President [Signature Page to Medtronic Global Holdings S.C.A. Fourth Supplemental Indenture] ELAVON FINANCIAL SERVICES DAC, as Administrative Paying Agent By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President Authorised Signatory [Signature Page to Medtronic Global Holdings S.C.A. Fourth Supplemental Indenture] EXHIBIT A FORM OF NOTE THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK SA/NV (“EUROCLEAR”) AND CLEARSTREAM BANKING, S.A. (“CLEARSTREAM” AND, TOGETHER WITH EUROCLEAR, “EUROCLEAR/CLEARSTREAM”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF AMERICATRANSFER, N.A.EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF USB NOMINEES (UK) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM (AND ANY PAYMENT IS MADE TO USB NOMINEES (UK) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, ELAVON FINANCIAL SERVICES DAC, HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF USB NOMINEES (UK) LIMITED OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE. MEDTRONIC GLOBAL HOLDINGS S.C.A. 0.000% Senior Note Due 2023 CUSIP No.: 58507L AR0 No. ISIN No.: XS2240133459 COMMON CODE: 224013345 € Medtronic Global Holdings S.C.A., a corporate partnership limited by shares (société en commandite par actions) incorporated and existing under the laws of the Grand Duchy of Luxembourg (herein called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to USB Nominees (UK) Limited or registered assigns, the principal sum of Euros on March 15, 2023 and to pay interest thereon from September 29, 2020 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, annually in arrears on March 15 in each year, commencing March 15, 2021, at the rate of 0.000% per annum, until the principal hereof is paid or made available for payment. The Company shall pay interest on overdue principal, and on overdue installments of interest (without regard to any applicable grace periods) to the extent lawful, from time to time on demand at the rate borne by this Security. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as Lender By: :/s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President Xxxxx Fargo Bankprovided in such Indenture, N.A.be paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which shall be the Business Day immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as Lender By: /s/ Xxxxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxx Title: Assistant Vice President DEUTSCHE BANK AG CAYMAN ISLANDS BRANCHmay be required by such exchange, all as Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Vice President [more fully provided in said Indenture. Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Paying Agent maintained for that purpose in London, Dublin or any financial center in a European Economic Area jurisdiction in Euro; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. If the Euro is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond its control or the Euro is no longer used by the then member states of the European Monetary Union that have adopted the Euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the 2023 Notes will be made in U.S. Dollars until the Euro is again available to the Company or so used. In such circumstances, the amount payable on any date in Euro will be converted by the Company into U.S. Dollars at the rate mandated by the U.S. Federal Reserve Board as of the close of business on the second Business Day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of conversion, on the basis of the most recent U.S. Dollar/Euro exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date or, in the event The Wall Street Journal has not published such exchange rate, the rate will be determined in the Company’s sole discretion on the basis of the most recently available market exchange rate for the Euro. For the avoidance of doubt, any Lender requiring a second signature line:] such payment in respect of the 2023 Notes so made in U.S. Dollars will not constitute an Event of Default. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as Lender By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Director The Royal Bank if set forth at this place. Unless the certificate of Scotland plcauthentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, as Lender By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: Director U.S. Bank National Association, as Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President Barclays Bank PLC, as Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President XXXXXX XXXXXXX SENIOR FUNDING, INCthis Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose., as Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx