UNDERWRITING AGREEMENT MEDTRONIC GLOBAL HOLDINGS S.C.A. 4.250% Senior Notes due 2028 4.500% Senior Notes due 2033 Underwriting AgreementUnderwriting Agreement • March 30th, 2023 • Medtronic PLC • Electromedical & electrotherapeutic apparatus • New York
The Notes may be sold 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.
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...Seventh 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”).
