Registration Rights AgreementRegistration Rights Agreement • April 18th, 2006 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into this 18th day of April, 2006, among Medtronic, Inc., a Minnesota corporation (the “Company”), and Banc of America Securities LLC (“Banc of America”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”), acting on behalf of the several parties named in Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”).
4,000,000,000 AGGREGATE PRINCIPAL AMOUNT Medtronic, Inc.Purchase Agreement • April 18th, 2006 • Medtronic Inc • Electromedical & electrotherapeutic apparatus • New York
Medtronic, Inc., a Minnesota corporation (the “Company”), proposes to issue and sell to the several purchasers named in Schedule A (the “Initial Purchasers”) $2,000,000,000 in aggregate principal amount of its 1.5% Convertible Senior Notes due 2011 (the “2011 Notes”) to be issued pursuant to the provisions of an Indenture, to be dated as of April 18, 2006 (the “2011 Notes Indenture”), between the Company and Wells Fargo Bank, N.A., as Trustee (the “Trustee”) and $2,000,000,000 in aggregate principal amount of its 1.625% Convertible Senior Notes due 2013 (the “2013 Notes” and, together with the 2011 Notes, the “Firm Securities”) to be issued pursuant to the provisions of an Indenture, to be dated as of April 18, 2006 (the “2013 Notes Indenture,” and together with the 2011 Notes Indenture, the “Indentures”), between the Company and the Trustee. In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional $200,000,000 in aggregate principal amou
