MEDTRONIC GLOBAL HOLDINGS S.C.A. as Issuer and MEDTRONIC PUBLIC LIMITED COMPANY and MEDTRONIC, INC. as Guarantors to WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SENIOR INDENTURE Dated as of March 28, 2017Indenture • March 28th, 2017 • Medtronic PLC • Electromedical & electrotherapeutic apparatus • New York
INDENTURE, dated as of March 28, 2017, among 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, having its registered office at 3b, boulevard Prince Henry, L-1724 Luxembourg and registered with the Luxembourg trade and companies register under number B191129 (the “Company”), MEDTRONIC PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland (“Parent”), MEDTRONIC, INC., a Minnesota corporation (“Medtronic, Inc.”), and Wells Fargo Bank, National Association, a national banking association duly organized under the laws of the United States, as Trustee (herein called the “Trustee”).
UNDERWRITING AGREEMENT MEDTRONIC GLOBAL HOLDINGS S.C.A. 1.700% Senior Notes due 2019 3.350% Senior Notes due 2027 Underwriting AgreementUnderwriting Agreement • March 22nd, 2017 • Medtronic PLC • Electromedical & electrotherapeutic apparatus • New York
In relation to each member state of the European Economic Area (each, a Relevant Member State), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of notes which are the subject of the offering contemplated by this prospectus supplement to the public in that Relevant Member State other than:
RESTRICTED STOCK UNIT AWARD AGREEMENT AMENDED AND RESTATED 2013 STOCK AWARD AND INCENTIVE PLANRestricted Stock Unit Award Agreement • February 27th, 2015 • Medtronic PLC • Electromedical & electrotherapeutic apparatus
MEDTRONIC plc NON-QUALIFIED STOCK OPTION AGREEMENT AMENDED AND RESTATED 2013 STOCK AWARD AND INCENTIVE PLANNon-Qualified Stock Option Agreement • June 19th, 2020 • Medtronic PLC • Electromedical & electrotherapeutic apparatus • Minnesota
ContractSupplemental Indenture • January 27th, 2015 • Medtronic PLC • Electromedical & electrotherapeutic apparatus • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of January 26, 2015, among Medtronic, Inc., a Minnesota corporation (the “Company”), Medtronic plc (“New Medtronic”), a public limited company incorporated under the laws of Ireland and the parent of the Company, Medtronic Global Holdings, S.C.A. (“Medtronic Luxco” and, together with New Medtronic, the “Guarantors”), a corporate partnership limited by shares (société en commandite par actions) organized under the laws of the Grand Duchy of Luxembourg and an affiliate of the Company, and Wells Fargo Bank, National Association, a national banking association duly organized under the laws of the United States, as trustee (the “Trustee”).
MEDTRONIC plc RESTRICTED STOCK UNIT AWARD AGREEMENT AMENDED AND RESTATED 2013 STOCK AWARD AND INCENTIVE PLANRestricted Stock Unit Award Agreement • June 19th, 2020 • Medtronic PLC • Electromedical & electrotherapeutic apparatus • Minnesota
ContractSupplemental Indenture • January 27th, 2015 • Medtronic PLC • Electromedical & electrotherapeutic apparatus • New York
THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of January 26, 2015, among Medtronic Global Holdings, SCA (the “Guarantor”), a corporate partnership limited by shares (société en commandite par actions) organized under the laws of the Grand Duchy of Luxembourg and an affiliate of Medtronic, Inc. (the “Company”), and Wells Fargo Bank, National Association, a national banking association duly organized under the laws of the United States, as trustee (the “Trustee”).
ContractSupplemental Indenture • January 27th, 2015 • Medtronic PLC • Electromedical & electrotherapeutic apparatus • New York
SEVENTH SUPPLEMENTAL INDENTURE, dated as of January 26, 2015, among Medtronic, Inc., a Minnesota corporation (the “Company”), Medtronic plc (“New Medtronic”), a public limited company incorporated under the laws of Ireland and the parent of the Company, Medtronic Global Holdings, S.C.A. (“Medtronic Luxco” and, together with New Medtronic, the “Guarantors”), a corporate partnership limited by shares (société en commandite par actions) organized under the laws of the Grand Duchy of Luxembourg and an affiliate of the Company, and Wells Fargo Bank, National Association, a national banking association duly organized under the laws of the United States, as trustee (the “Trustee”).
REGISTRATION RIGHTS JOINDER AGREEMENT JANUARY 26, 2015Registration Rights Joinder Agreement • January 27th, 2015 • Medtronic PLC • Electromedical & electrotherapeutic apparatus • New York
WHEREAS, Medtronic, Inc., a Minnesota corporation (the “Company”) and the Representatives of the several Initial Purchasers named therein (the “Representatives”) heretofore executed and delivered a Purchase Agreement, dated December 1, 2014 (the “Purchase Agreement”), providing for the issuance and sale of the Securities; and
ANNEX I TO AMENDMENT NO. 4 AND EXTENSION AGREEMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 12, 2022Credit Agreement • March 1st, 2023 • Medtronic PLC • Electromedical & electrotherapeutic apparatus • New York
Schedule 2.01 – Commitments Schedule 6.01 – Existing Indebtedness Schedule 6.02 – Existing Liens Schedule 10.01 – Administrative Agent’s Office; Certain Addresses for Notices
CHANGE OF CONTROL EMPLOYMENT AGREEMENT (As Amended and Restated as of January 26, 2015)Change of Control Employment Agreement • January 27th, 2015 • Medtronic PLC • Electromedical & electrotherapeutic apparatus • Minnesota
CHANGE OF CONTROL EMPLOYMENT AGREEMENT by and between Medtronic, Inc., a Minnesota corporation (the “Company”), and (the “Executive”), amended and restated as of the day of (the “Agreement”).
TERM LOAN AGREEMENT dated as of May 2, 2022 among MEDTRONIC GLOBAL HOLDINGS S.C.A. as Borrower, and MEDTRONIC, INC. and MEDTRONIC PLC, as Guarantors, THE LENDERS PARTY HERETO, and MIZUHO BANK, LTD., as Administrative AgentTerm Loan Agreement • May 2nd, 2022 • Medtronic PLC • Electromedical & electrotherapeutic apparatus • New York
This Term Loan Agreement (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of May 2, 2022, is by and among MEDTRONIC GLOBAL HOLDINGS S.C.A., a partnership limited by shares (société en commandite par actions) incorporated under the laws of the Grand Duchy of Luxembourg having its registered office at 40, Avenue Monterey, L-2163 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg trade and companies register under the number B 191 129 (the “Company”), MEDTRONIC, INC., a Minnesota corporation (“Medtronic”), MEDTRONIC PLC, an Irish public limited company (“Parent”), the Lenders (as defined below) party hereto and MIZUHO BANK, LTD. (“Mizuho”), as Administrative Agent.
STOCK OPTION AGREEMENT AMENDED AND RESTATED 2013 STOCK AWARD AND INCENTIVE PLANStock Option Agreement • February 27th, 2015 • Medtronic PLC • Electromedical & electrotherapeutic apparatus
MEDTRONIC GLOBAL HOLDINGS S.C.A. as Issuer, MEDTRONIC PUBLIC LIMITED COMPANY and MEDTRONIC, INC. as Guarantors, COMPUTERSHARE TRUST COMPANY, N.A. as successor to WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee, and ELAVON FINANCIAL SERVICES DAC, as...Supplemental Indenture • September 21st, 2022 • Medtronic PLC • Electromedical & electrotherapeutic apparatus • New York
FIFTH SUPPLEMENTAL INDENTURE, dated as of September 21, 2022 (the “Supplemental Indenture”), to the Base Indenture (defined below) among 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, having its registered office at Espace Monterey, 40, Avenue Monterey, Ground Floor, L-2163 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B191129 (the “Company”), MEDTRONIC PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland (“Parent”), MEDTRONIC, INC., a Minnesota corporation (“Medtronic, Inc.” and, together with Parent, the “Guarantors”), Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, a national banking association duly organized under the laws of the United States, as Trustee (herein called the “Trustee”) and ELAVON FINA
ContractSupplemental Indenture • January 27th, 2015 • Medtronic PLC • Electromedical & electrotherapeutic apparatus • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of January 26, 2015, among Medtronic plc (the “Guarantor”), a public limited company incorporated under the laws of Ireland and the parent of Medtronic, Inc. (the “Company”), and Wells Fargo Bank, National Association, a national banking association duly organized under the laws of the United States, as trustee (the “Trustee”).
MEDTRONIC GLOBAL HOLDINGS S.C.A. as Issuer, MEDTRONIC PUBLIC LIMITED COMPANY and MEDTRONIC, INC. as Guarantors, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee, and ELAVON FINANCIAL SERVICES DAC, as Paying Agent FOURTH SUPPLEMENTAL INDENTURE DATED...Medtronic PLC • September 29th, 2020 • Electromedical & electrotherapeutic apparatus • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of September 29, 2020 (the “Supplemental Indenture”), to the Base Indenture (defined below) among 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, having its registered office at Espace Monterey, 40, Avenue Monterey, Ground Floor, L2163 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B191129 (the “Company”), MEDTRONIC PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland (“Parent”), MEDTRONIC, INC., a Minnesota corporation (“Medtronic, Inc.” and, together with Parent, the “Guarantors”), Wells Fargo Bank, National Association, a national banking association duly organized under the laws of the United States, as Trustee (herein called the “Trustee”) and ELAVON FINANCIAL SERVICES DAC, as paying agent.
AMENDMENT TO THE2008 Stock Award and Incentive Plan • January 27th, 2015 • Medtronic PLC • Electromedical & electrotherapeutic apparatus
WHEREAS, on June 15, 2014, Medtronic, Inc. (“Medtronic”) entered into a Transaction Agreement with Covidien plc and the other parties named therein (the “Transaction Agreement”) to acquire Covidien through the formation of a new holding company incorporated in Ireland that will be renamed Medtronic plc (the “Transaction”); and
MEDTRONIC plc RESTRICTED STOCK UNIT AWARD AGREEMENT 2021 MEDTRONIC PLC LONG TERM INCENTIVE PLANRestricted Stock Unit Award Agreement • August 31st, 2023 • Medtronic PLC • Electromedical & electrotherapeutic apparatus • Minnesota
JOINT FILING AGREEMENTJoint Filing Agreement • May 3rd, 2021 • Medtronic PLC • Electromedical & electrotherapeutic apparatus
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13G to which this joint filing agreement is attached, along with any amendments thereto that may be required, and have duly executed this joint filing agreement as of the date set forth below.
AMENDMENT TO THENonqualified Stock Option Plan • January 27th, 2015 • Medtronic PLC • Electromedical & electrotherapeutic apparatus
WHEREAS, on June 15, 2014, Medtronic, Inc. (“Medtronic”) entered into a Transaction Agreement with Covidien plc and the other parties named therein (the “Transaction Agreement”) to acquire Covidien through the formation of a new holding company incorporated in Ireland that will be renamed Medtronic plc (the “Transaction”); and
ContractMedtronic PLC • February 27th, 2015 • Electromedical & electrotherapeutic apparatus
The following Offer Letter Amendment has been entered into by and between Medtronic plc and each of the following employees:
UNDERWRITING AGREEMENT MEDTRONIC, INC. 3.650% Senior Notes due 2029 3.875% Senior Notes due 2036 4.150% Senior Notes due 2043 4.150% Senior Notes due 2053 Underwriting AgreementUnderwriting Agreement • June 3rd, 2024 • Medtronic PLC • Electromedical & electrotherapeutic apparatus • New York
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if the prospectus supplement and the accompanying prospectus (including any amendment thereto) contain a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
MEDTRONIC plc PERFORMANCE SHARE UNIT AWARD AGREEMENT 2021 MEDTRONIC PLC LONG TERM INCENTIVE PLANPerformance Share Unit Award Agreement • August 31st, 2023 • Medtronic PLC • Electromedical & electrotherapeutic apparatus • Minnesota
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • January 27th, 2015 • Medtronic PLC • Electromedical & electrotherapeutic apparatus • Delaware
This Indemnification Agreement (this “Agreement”) is effective as of January 26, 2015, by and between Medtronic Global Holdings S.C.A., a Luxembourg corporate partnership limited by shares (société en commandite par actions) (as further defined below, the “Company”), and [—] (“Indemnitee”).
UNDERWRITING AGREEMENT MEDTRONIC GLOBAL HOLDINGS S.C.A. Floating Rate Senior Notes due 2021 0.000% Senior Notes due 2021 0.375% Senior Notes due 2023 1.125% Senior Notes due 2027 1.625% Senior Notes due 2031 2.250% Senior Notes due 2039 Underwriting...Underwriting Agreement • March 7th, 2019 • Medtronic PLC • Electromedical & electrotherapeutic apparatus • New York
The notes may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
AMENDMENT TO THE MAY 11, 2011 LETTER AGREEMENT2011 Letter Agreement • February 27th, 2015 • Medtronic PLC • Electromedical & electrotherapeutic apparatus
Medtronic, Inc. (“the Company”) and Omar Ishrak, Chairman and Chief Executive Officer of the Company, hereby agree to this Amendment (“Amendment”), dated as of February 12, 2015, to the Letter Agreement (“Agreement”) entered into by the parties on May 11, 2011, and amended as of August 24, 2011.
ISSUER MEDTRONIC GLOBAL HOLDINGS S.C.A. PAYING AGENT ELAVON FINANCIAL SERVICES DAC, UK BRANCH CALCULATION AGENT ELAVON FINANCIAL SERVICES DAC, UK BRANCH TRANSFER AGENT U.S. BANK NATIONAL ASSOCIATION REGISTRAR U.S. BANK NATIONAL ASSOCIATION - AND -...Agency Agreement • March 7th, 2019 • Medtronic PLC • Electromedical & electrotherapeutic apparatus • New York
AMENDMENTAmendment • December 9th, 2015 • Medtronic PLC • Electromedical & electrotherapeutic apparatus • New York
THIS AMENDMENT (this “Amendment”) is entered into as of September 30, 2015, by and among MEDTRONIC, INC., a Minnesota corporation (the “Borrower”), MEDTRONIC PLC, an Irish public limited company (“Parent”), and MEDTRONIC GLOBAL HOLDINGS SCA, a partnership limited by shares (société en commandite par actions) incorporated under the laws of the Grand-Duchy of Luxembourg having its registered office at 4th Floor, 3b Bld Prince Henri, L-1724, Luxembourg, and registered with the Luxembourg trade and companies register under the number B 191 129 (“Holdings”, together with Parent, the “Guarantors” and individually each a “Guarantor”; the Guarantors together with the Borrower, the “Credit Parties” and individually each a “Credit Party”), each of the Lenders signatory hereto, and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such
ContractMedtronic PLC • January 27th, 2015 • Electromedical & electrotherapeutic apparatus • New York
NINTH SUPPLEMENTAL INDENTURE dated as of January 26, 2015, among Covidien International Finance S.A., a Luxembourg company (the “Company”), Covidien Ltd., a Bermuda company (“CLTD”), Covidien plc, a public limited company incorporated under the laws of Ireland (“CPLC” and, together with CLTD, the “Current Guarantors”), Medtronic plc, a public limited company incorporated under the laws of Ireland (“New Medtronic”), Medtronic Global Holdings SCA, a corporate partnership limited by shares (société en commandite par actions) organized under the laws of the Grand Duchy of Luxembourg (“Medtronic Luxco” and, together with New Medtronic, the “Parent Guarantors”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”).
MEDTRONIC GLOBAL HOLDINGS S.C.A. as Issuer, MEDTRONIC PUBLIC LIMITED COMPANY and MEDTRONIC, INC. as Guarantors, COMPUTERSHARE TRUST COMPANY, N.A. as successor to WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SEVENTH SUPPLEMENTAL INDENTURE DATED...Supplemental Indenture • March 30th, 2023 • Medtronic PLC • Electromedical & electrotherapeutic apparatus • New York
SEVENTH SUPPLEMENTAL INDENTURE, dated as of March 30, 2023 (the “Supplemental Indenture”), to the Base Indenture (defined below) among 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, having its registered office at Espace Monterey, 40, Avenue Monterey, Ground Floor, L-2163 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B191129 (the “Company”), MEDTRONIC PUBLIC LIMITED COMPANY, a public limited company incorporated under the laws of Ireland (“Parent”), MEDTRONIC, INC., a Minnesota corporation (“Medtronic, Inc.” and, together with Parent, the “Guarantors”) and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, a national banking association duly organized under the laws of the United States, as Trustee (herein called the “Trustee”).
ContractMedtronic PLC • January 27th, 2015 • Electromedical & electrotherapeutic apparatus • New York
NINTH SUPPLEMENTAL INDENTURE dated as of January 26, 2015, among Covidien International Finance S.A., a Luxembourg company (the “Company”), Covidien Ltd., a Bermuda company (“CLTD”), Covidien plc, a public limited company incorporated under the laws of Ireland (“CPLC” and, together with CLTD, the “Current Guarantors”), Medtronic plc, a public limited company incorporated under the laws of Ireland (“New Medtronic”), Medtronic Global Holdings SCA, a corporate partnership limited by shares (société en commandite par actions) organized under the laws of the Grand Duchy of Luxembourg (“Medtronic Luxco” and, together with New Medtronic, the “Parent Guarantors”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”).
FORM OF DEED OF INDEMNIFICATIONMedtronic PLC • January 27th, 2015 • Electromedical & electrotherapeutic apparatus
This Deed of Indemnification (this “Deed”) is effective as of January 26, 2015, by and between Medtronic plc, an Irish public limited company (as further defined below, the “Company”), and [—] (“Indemnitee”).
RESTRICTED STOCK AWARD AGREEMENT AMENDED AND RESTATED 2013 STOCK AWARD AND INCENTIVE PLANRestricted Stock Award Agreement • June 22nd, 2018 • Medtronic PLC • Electromedical & electrotherapeutic apparatus • Minnesota
August 23, 2019 Omar Ishrak Minneapolis, MN 55405 Dear Omar,Medtronic PLC • December 3rd, 2019 • Electromedical & electrotherapeutic apparatus
It is with great pleasure that I extend this Offer Letter for appointment as Executive Chairman (herein called “Offer Letter”).
LONG TERM PERFORMANCE AWARD AGREEMENT AMENDED AND RESTATED 2013 STOCK AWARD AND INCENTIVE PLANLong Term Performance Award Agreement • June 22nd, 2018 • Medtronic PLC • Electromedical & electrotherapeutic apparatus
