INDEMNIFICATION AGREEMENTIndemnification Agreement • July 5th, 2007 • Covidien Ltd. • Surgical & medical instruments & apparatus • New York
THIS AGREEMENT is entered into, effective as of June 30, 2007, by and between Covidien Ltd., a Bermuda Company (the “Company”), and (“Indemnitee”).
COVIDIEN INTERNATIONAL FINANCE S.A., as Issuer AND COVIDIEN LTD., as Guarantor AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of October 22, 2007 UNSUBORDINATED DEBT SECURITIESCovidien Ltd. • October 22nd, 2007 • Surgical & medical instruments & apparatus • New York
THIS INDENTURE is dated as of October 22, 2007 among COVIDIEN INTERNATIONAL FINANCE S.A., a Luxembourg company (the “Company”), COVIDIEN LTD., a Bermuda company (“Parent”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (the “Trustee”).
COVIDIEN INTERNATIONAL FINANCE S.A., as Issuer AND COVIDIEN LTD., as Guarantor AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of October 22, 2007 $500,000,000 of 5.450% Senior Notes due 2012Covidien Ltd. • October 22nd, 2007 • Surgical & medical instruments & apparatus • New York
THIS SECOND SUPPLEMENTAL INDENTURE is dated as of October 22, 2007 among COVIDIEN INTERNATIONAL FINANCE S.A., a Luxembourg company (the “Company”), COVIDIEN LTD., a Bermuda company (“Parent”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (the “Trustee”).
AMENDMENT NO. 2 TO FIVE-YEAR SENIOR CREDIT AGREEMENTCredit Agreement • March 31st, 2009 • Covidien Ltd. • Surgical & medical instruments & apparatus • New York
AMENDED AND RESTATED FIVE-YEAR SENIOR CREDIT AGREEMENT (this “Agreement”) dated as of , 2009, among COVIDIEN INTERNATIONAL FINANCE S.A., a Luxembourg company (the “Borrower”), COVIDIEN LTD., a Bermuda company (“Covidien Ltd.”), COVIDIEN PLC, an Irish company (“Holdco”), the LENDERS, and CITIBANK, N.A., as Administrative Agent.
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and among TYCO INTERNATIONAL LTD., COVIDIEN LTD., and TYCO ELECTRONICS LTD. Dated as of , 2007Separation and Distribution Agreement • June 5th, 2007 • Covidien Ltd. • Surgical & medical instruments & apparatus • New York
SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of , 2007, by and among Tyco International Ltd., a Bermuda corporation (“Tyco”), Covidien Ltd., a Bermuda corporation (formerly known as Tyco Healthcare Ltd.) (“Healthcare”), and Tyco Electronics Ltd., a Bermuda corporation (“Electronics”). Each of Tyco, Healthcare and Electronics is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
AGREEMENT AND PLAN OF MERGER AMONG UNITED STATES SURGICAL CORPORATION, TRANSFORMER DELAWARE CORP. AND ASPECT MEDICAL SYSTEMS, INC. Dated as of September 27, 2009Agreement and Plan of Merger • September 30th, 2009 • Covidien PLC • Surgical & medical instruments & apparatus • Delaware
This Agreement and Plan of Merger (this “Agreement”) is dated as of September 27, 2009, among United States Surgical Corporation, a Delaware corporation (the “Parent”), Transformer Delaware Corp., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Purchaser”), and Aspect Medical Systems, Inc., a Delaware corporation (the “Company”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN COVIDIEN PLC AND MALLINCKRODT PLC DATED AS OF JUNE 28, 2013Separation and Distribution Agreement • July 1st, 2013 • Covidien PLC • Surgical & medical instruments & apparatus • New York
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of June 28, 2013 (this “Agreement”), is by and between Covidien plc, an Irish public limited company (“Covidien”), and Mallinckrodt plc, an Irish public limited company (“Mallinckrodt”). Mallinckrodt and Covidien are referred to together as the “Parties” and individually as a “Party.” Capitalized terms used herein shall have the respective meanings assigned to them in Article I or elsewhere in this Agreement.
AGREEMENT AND PLAN OF MERGER AMONG UNITED STATES SURGICAL CORPORATION COVIDIEN DE CORP. AND SOMANETICS CORPORATION Dated as of June 16, 2010Agreement and Plan of Merger • June 16th, 2010 • Covidien PLC • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 16, 2010 is among United States Surgical Corporation (“Parent”), a Delaware corporation, Covidien DE Corp. (“Sub”), a newly-formed Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent, and Somanetics Corporation (the “Company”), a Michigan corporation.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN COVIDIEN PLC AND MALLINCKRODT PLC DATED AS OF JUNE 28, 2013Transition Services Agreement • July 1st, 2013 • Covidien PLC • Surgical & medical instruments & apparatus
This TRANSITION SERVICES AGREEMENT, dated as of June 28, 2013 (this “Agreement”), is by and between Covidien plc, an Irish public limited company (“Covidien”), and Mallinckrodt plc, an Irish public limited company (“Mallinckrodt”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement, dated as of the date hereof, by and between Covidien and Mallinckrodt (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).
364-DAY SENIOR BRIDGE LOAN AGREEMENT (Healthcare Businesses) dated as of April 25, 2007 among TYCO INTERNATIONAL GROUP S.A., Initial Borrower TYCO INTERNATIONAL LTD., Initial Guarantor COVIDIEN INTERNATIONAL FINANCE S.A., H Borrower COVIDIEN LTD., H...Day Senior Bridge Loan Agreement • July 5th, 2007 • Covidien Ltd. • Surgical & medical instruments & apparatus • New York
Schedule A - Existing Indenture Debt Schedule 1.01 - Pricing Grid Schedule 2.01 - Commitments Schedule 5.09 - Cross Guarantees Schedule 10.01 - Administrative Agent’s Office; Lender Notice Addresses
GUARANTOR ASSUMPTION AGREEMENT (Healthcare Businesses)Guarantor Assumption Agreement • July 5th, 2007 • Covidien Ltd. • Surgical & medical instruments & apparatus • New York
This Assignment and Assumption Agreement (Healthcare Businesses) (this “Agreement”) is made and dated as of June 29, 2007, by and between Tyco International Ltd., a Bermuda company (the “Assignor”), and Covidien Ltd., a Bermuda company (the “Assignee”).
TAX MATTERS AGREEMENTTax Matters Agreement • July 1st, 2013 • Covidien PLC • Surgical & medical instruments & apparatus
This Tax Matters Agreement (this “Agreement”) is entered into as of June 28, 2013 between Covidien plc, a corporation organized under the laws of Ireland (“Covidien”), and Mallinckrodt plc, a corporation organized under the laws of Ireland (“Mallinckrodt” and, together with Covidien, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, between Covidien and Mallinckrodt (the “Distribution Agreement”).
AMENDMENT NO. 1 TO 364-DAY SENIOR BRIDGE LOAN AGREEMENT (HEALTHCARE BUSINESSES)Covidien Ltd. • July 5th, 2007 • Surgical & medical instruments & apparatus • New York
AMENDMENT NO. 1 TO 364-DAY SENIOR BRIDGE LOAN AGREEMENT (Healthcare Businesses) (this “Amendment”), dated as of May 25, 2007, among TYCO INTERNATIONAL GROUP S.A., a Luxembourg company (the “Initial Borrower”), TYCO INTERNATIONAL LTD., a Bermuda company (the “Initial Guarantor”), COVIDIEN INTERNATIONAL FINANCE S.A., a Luxembourg company (the “H Borrower”), COVIDIEN LTD., a Bermuda company (the “H Guarantor”), each Person executing this Amendment as a Lender, and CITIBANK, N.A., as Administrative Agent.
AMENDED AND RESTATED FIVE-YEAR SENIOR CREDIT AGREEMENT Dated as of May 23, 2014 among COVIDIEN INTERNATIONAL FINANCE S.A., Borrower COVIDIEN PLC, Guarantor The Lenders Party Hereto and CITIBANK, N.A., Administrative Agent...Assignment and Assumption • May 28th, 2014 • Covidien PLC • Surgical & medical instruments & apparatus • New York
AMENDED AND RESTATED FIVE-YEAR SENIOR CREDIT AGREEMENT dated as of May 23, 2014, among COVIDIEN INTERNATIONAL FINANCE S.A., a Luxembourg company (the “Borrower”), COVIDIEN PLC, an Irish company (the “Guarantor”), the LENDERS, and CITIBANK, N.A., as Administrative Agent.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN COVIDIEN PLC AND MALLINCKRODT PLC DATED AS OF JUNE 28, 2013Employee Matters Agreement • July 1st, 2013 • Covidien PLC • Surgical & medical instruments & apparatus • New York
THIS EMPLOYEE MATTERS AGREEMENT, made and entered into effective as of June 28, 2013 (this “Agreement”), is by and between Covidien plc, an Irish public limited company (“Covidien”), and Mallinckrodt plc, an Irish public limited company (“Mallinckrodt”). Covidien and Mallinckrodt are also referred to in this Agreement individually as, a “Party” and collectively, as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Article II.
TAX SHARING AGREEMENT by and among TYCO INTERNATIONAL LTD., COVIDIEN LTD., and TYCO ELECTRONICS LTD. Dated as of June 29, 2007Tax Sharing Agreement • July 5th, 2007 • Covidien Ltd. • Surgical & medical instruments & apparatus • New York
THIS TAX SHARING AGREEMENT (this “Agreement”) is made and entered into as of the 29th day of June, 2007, by and among Tyco International Ltd., a Bermuda corporation (“Tyco”), Covidien Ltd., a Bermuda corporation (“Healthcare”), and Electronics Ltd., a Bermuda corporation (“Electronics”). Each of Tyco, Healthcare, and Electronics is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
TAX SHARING AGREEMENT by and among TYCO INTERNATIONAL LTD., TYCO HEALTHCARE LTD., and TYCO ELECTRONICS LTD.Tax Sharing Agreement • April 20th, 2007 • Covidien Ltd. • Wholesale-medical, dental & hospital equipment & supplies • New York
THIS TAX SHARING AGREEMENT (this “Agreement”) is made and entered into as of the day of , 2007, by and among Tyco International Ltd., a Bermuda corporation (“Tyco International”), Tyco Healthcare Ltd., a Bermuda corporation (“Tyco Healthcare”), and Tyco Electronics Ltd., a Bermuda corporation (“Tyco Electronics”). Each of Tyco International, Tyco Healthcare, and Tyco Electronics is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
DATED JUNE 15, 2014 COVIDIEN PUBLIC LIMITED COMPANY, MEDTRONIC, INC., KALANI I LIMITED, MAKANI II LIMITED, AVIATION ACQUISITION CO., INC. AND AVIATION MERGER SUB, LLC TRANSACTION AGREEMENTTransaction Agreement • June 16th, 2014 • Covidien PLC • Surgical & medical instruments & apparatus • New York
Covidien International Finance S.A. U.S. $750,000,000 2.950% Senior Notes due 2023 Fully and unconditionally guaranteed as to payment of principal, premium, if any, and interest by Covidien public limited company and Covidien Ltd. UNDERWRITING...Covidien PLC • May 16th, 2013 • Surgical & medical instruments & apparatus • New York
AGREEMENT AND PLAN OF MERGER by and among COVIDIEN GROUP S.A.R.L., COV DELAWARE CORPORATION, and EV3 INC. June 1, 2010Agreement and Plan of Merger • June 1st, 2010 • Covidien PLC • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 1, 2010 (the “Agreement Date”), is by and among ev3 Inc., a Delaware corporation (the “Company”), Covidien Group S.a.r.l., a Luxembourg company (the “Parent”), and COV Delaware Corporation, a Delaware corporation and wholly owned subsidiary of the Parent (the “Purchaser”).
COVIDIEN INTERNATIONAL FINANCE S.A., as Issuer AND COVIDIEN LTD., as Guarantor AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of October 22, 2007 $850,000,000 of 6.550% Senior Notes due 2037Fourth Supplemental Indenture • October 22nd, 2007 • Covidien Ltd. • Surgical & medical instruments & apparatus • New York
THIS FOURTH SUPPLEMENTAL INDENTURE is dated as of October 22, 2007 among COVIDIEN INTERNATIONAL FINANCE S.A., a Luxembourg company (the “Company”), COVIDIEN LTD., a Bermuda company (“Parent”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (the “Trustee”).
FIVE-YEAR SENIOR CREDIT AGREEMENT (Healthcare Businesses) dated as of April 25, 2007 among COVIDIEN INTERNATIONAL FINANCE S.A., Borrower TYCO INTERNATIONAL LTD., Initial Guarantor COVIDIEN LTD., H Guarantor The Lenders Party Hereto and CITIBANK, N.A....Senior Credit Agreement • July 5th, 2007 • Covidien Ltd. • Surgical & medical instruments & apparatus • New York
FIVE-YEAR SENIOR CREDIT AGREEMENT (Healthcare Businesses) dated as of April 25, 2007 (the “Closing Date”), among COVIDIEN INTERNATIONAL FINANCE S.A., a Luxembourg company (the “Borrower”), TYCO INTERNATIONAL LTD., a Bermuda company (the “Initial Guarantor”), COVIDIEN LTD., a Bermuda company (the “H Guarantor”), the LENDERS party hereto, and CITIBANK, N.A., as Administrative Agent.
COVIDIEN INTERNATIONAL FINANCE S.A., as Issuer AND COVIDIEN PUBLIC LIMITED COMPANY AND COVIDIEN LTD., as Guarantors AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee EIGHTH SUPPLEMENTAL INDENTURE Dated as of May 16, 2013 $750,000,000 of 2.950%...Eighth Supplemental Indenture • May 16th, 2013 • Covidien PLC • Surgical & medical instruments & apparatus • New York
THIS EIGHTH SUPPLEMENTAL INDENTURE is dated as of May 16, 2013 among COVIDIEN INTERNATIONAL FINANCE S.A., a Luxembourg company (the “Company”), COVIDIEN PUBLIC LIMITED COMPANY, an Irish company (“Covidien plc”), and COVIDIEN LTD., a Bermuda company (“Covidien Ltd.”, and together with Covidien plc, the “Guarantors”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (the “Trustee”).
AMENDMENT NO. 1 TO FIVE-YEAR SENIOR CREDIT AGREEMENT (HEALTHCARE BUSINESSES)Credit Agreement • December 13th, 2007 • Covidien Ltd. • Surgical & medical instruments & apparatus • New York
AMENDMENT NO. 1 TO FIVE-YEAR SENIOR CREDIT AGREEMENT (Healthcare Businesses) (this “Amendment”), dated as of November 6, 2007, among COVIDIEN INTERNATIONAL FINANCE S.A., a Luxembourg company (the “Borrower”), COVIDIEN LTD., a Bermuda company (the “Guarantor”), each Person executing this Amendment as a Lender, and CITIBANK, N.A., as Administrative Agent.
AGREEMENT AND PLAN OF MERGER AMONG COVIDIEN GROUP S.A.R.L. COVIDIEN DELAWARE CORP. AND VNUS MEDICAL TECHNOLOGIES, INC. Dated as of May 7, 2009Agreement and Plan of Merger • July 30th, 2009 • Covidien PLC • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of May 7, 2009 is among Covidien Group S.a.r.l. (“Parent”), a Luxembourg company, Covidien Delaware Corp. (“Sub”), a newly-formed Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent, and VNUS Medical Technologies, Inc. (the “Company”), a Delaware corporation.
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and among TYCO INTERNATIONAL LTD., COVIDIEN LTD., and TYCO ELECTRONICS LTD. Dated as of , 2007Separation and Distribution Agreement • June 7th, 2007 • Covidien Ltd. • Surgical & medical instruments & apparatus • New York
SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of , 2007, by and among Tyco International Ltd., a Bermuda corporation (“Tyco”), Covidien Ltd., a Bermuda corporation (formerly known as Tyco Healthcare Ltd.) (“Healthcare”), and Tyco Electronics Ltd., a Bermuda corporation (“Electronics”). Each of Tyco, Healthcare and Electronics is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 18th, 2007 • Tyco Healthcare Ltd. • New York
EMPLOYMENT AGREEMENT (the “Agreement”) dated as of December 29, 2006 (the “Effective Date”) between Tyco Healthcare Ltd., a Bermuda corporation (“Company”) and Richard J. Meelia (“Executive”).
COVIDIEN INTERNATIONAL FINANCE S.A., as Issuer AND COVIDIEN PUBLIC LIMITED COMPANY AND COVIDIEN LTD., as Guarantors AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee SIXTH SUPPLEMENTAL INDENTURE Dated as of June 28, 2010 $500,000,000 of 1.875%...Sixth Supplemental Indenture • June 28th, 2010 • Covidien PLC • Surgical & medical instruments & apparatus • New York
THIS SIXTH SUPPLEMENTAL INDENTURE is dated as of June 28, 2010 among COVIDIEN INTERNATIONAL FINANCE S.A., a Luxembourg company (the “Company”), COVIDIEN PUBLIC LIMITED COMPANY (“Covidien plc”), an Irish company, and COVIDIEN LTD., a Bermuda company (“Covidien Ltd.”, and together with Covidien plc, the “Guarantors”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (the “Trustee”).
FIVE-YEAR SENIOR CREDIT AGREEMENT dated as of August 9, 2011 among COVIDIEN INTERNATIONAL FINANCE S.A., Borrower COVIDIEN PLC, Guarantor The Lenders Party Hereto and CITIBANK, N.A., Administrative Agent CITIGROUP GLOBAL MARKETS INC. MERRILL LYNCH,...Assignment and Assumption • August 15th, 2011 • Covidien PLC • Surgical & medical instruments & apparatus • New York
FIVE-YEAR SENIOR CREDIT AGREEMENT (this “Agreement”) dated as of August 9, 2011, among COVIDIEN INTERNATIONAL FINANCE S.A., a Luxembourg company (the “Borrower”), COVIDIEN PLC, an Irish company (the “Guarantor”), the LENDERS, and CITIBANK, N.A., as Administrative Agent.
Covidien International Finance S.A. U.S. $500,000,000 1.875% Senior Notes due 2013 U.S. $400,000,000 2.80% Senior Notes due 2015 U.S. $600,000,000 4.20% Senior Notes due 2020 Fully and unconditionally guaranteed as to payment of principal, premium, if...Underwriting Agreement • June 28th, 2010 • Covidien PLC • Surgical & medical instruments & apparatus • New York
JOINT FILING AGREEMENTJoint Filing Agreement • August 7th, 2009 • Covidien PLC • Surgical & medical instruments & apparatus
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13D relating to the beneficial ownership of Common Stock, $0.001 par value per share, of Power Medical Interventions, Inc. is being filed with the Securities and Exchange Commission on behalf of each of them. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
ESCROW DEPOSIT AND DISBURSEMENT AGREEMENTEscrow Deposit and Disbursement Agreement • June 28th, 2010 • Covidien PLC • Surgical & medical instruments & apparatus • New York
This ESCROW DEPOSIT AND DISBURSEMENT AGREEMENT dated June 28, 2010 (this “Agreement”), is entered into by and between Covidien International Finance S.A., a company organized under the laws of Luxembourg (“CIFSA”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as escrow agent (in such capacity, the “Escrow Agent”), and as trustee (in such capacity, the “Trustee”) under that certain indenture, dated as of October 22, 2007, between CIFSA, Covidien Ltd., a Bermuda company (“Covidien Ltd.”), Covidien public limited company, an Irish public limited company (“Covidien plc” and together with Covidien Ltd., the “Guarantors”) and the Trustee (as supplemented prior to the date hereof, the “Base Indenture”), as amended and supplemented by the sixth supplemental indenture, dated as of June 28, 2010 (the “Sixth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
AMENDED AND RESTATED FIVE-YEAR SENIOR CREDIT AGREEMENT dated as of June 4, 2009 among COVIDIEN INTERNATIONAL FINANCE S.A., Borrower COVIDIEN LTD. and COVIDIEN PLC, Guarantors The Lenders Party Hereto and CITIBANK, N.A. as Administrative Agent...Credit Agreement • June 5th, 2009 • Covidien Ltd. • Surgical & medical instruments & apparatus • New York
AMENDED AND RESTATED FIVE-YEAR SENIOR CREDIT AGREEMENT (this “Agreement”) dated as of June 4, 2009, among COVIDIEN INTERNATIONAL FINANCE S.A., a Luxembourg company (the “Borrower”), COVIDIEN LTD., a Bermuda company (“Covidien Ltd.”), COVIDIEN PLC, an Irish company (“Holdco”), the LENDERS, and CITIBANK, N.A., as Administrative Agent.
COVIDIEN INTERNATIONAL FINANCE S.A., as Issuer, COVIDIEN LTD., as Guarantor, COVIDIEN plc, as Guarantor, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of June 4, 2009Covidien Ltd. • June 5th, 2009 • Surgical & medical instruments & apparatus • New York
This security is one of a duly authorized series of debt securities of Covidien International Finance S.A., a Luxembourg company (the “Company”), issued or to be issued in one or more series under and pursuant to an Indenture for the Company’s unsubordinated debt securities, dated as of October 22, 2007 (the “Base Indenture”), duly executed and delivered by and among the Company, Covidien Ltd. (“Parent”) and Deutsche Bank Trust Company Americas (the “Trustee”), as supplemented by the Third Supplemental Indenture, dated as of October 22, 2007 (the “Third Supplemental Indenture”), by and among the Company, Parent and the Trustee, and the Fifth Supplemental Indenture, dated as of June 4, 2009, by and among the Company, Parent, Covidien plc (“Holdco”) and the Trustee. The Base Indenture as supplemented and amended by the Third Supplemental Indenture and the Fifth Supplemental Indenture is referred to herein as the “Indenture.” By the terms of the Base Indenture, the debt securities issuabl
CONFIDENTIAL TREATMENT REQUESTED BY COVIDIEN LTD. PURCHASE AGREEMENT AND PLAN OF MERGER by and among UNITED STATES SURGICAL CORPORATION TYCO HEALTHCARE RETAIL SERVICES AG TYCO HEALTHCARE RETAIL GROUP, INC. FIRST QUALITY ENTERPRISES, INC. and, for the...Purchase Agreement and Plan of Merger • February 11th, 2008 • Covidien Ltd. • Surgical & medical instruments & apparatus • New York
This Purchase Agreement and Plan of Merger, dated as of December 14, 2007 (this “Agreement”), is made and entered into by and among United States Surgical Corporation, a Delaware corporation (“USSC”), Tyco Healthcare Retail Services AG, a Swiss company (“THRS” and, together with USSC, “Sellers”), Tyco Healthcare Retail Group, Inc., a Delaware corporation (“THRG”), First Quality Enterprises, Inc., a Pennsylvania corporation (“Purchaser”), for purposes of Section 5.11 only, Tyco Healthcare Group LP, a Delaware limited partnership, d/b/a Covidien (“Covidien LP”), and, for purposes of Section 10.15 only, Covidien International Finance S.A., a Luxembourg corporation (“Sellers’ Parent”). Sellers, collectively, Covidien LP, Sellers’ Parent and Purchaser are herein referred to individually as a “Party” and collectively as the “Parties.”
