REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 6th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus • New York
This REGISTRATION RIGHTS AGREEMENT dated February 27, 2024 (this “Agreement”) is entered into by and among Solventum Corporation, a Delaware corporation (the “Company”), 3M Company, a Delaware corporation (the “Guarantor”), and Goldman Sachs & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as representatives (collectively, the “Representatives”) of the initial purchasers listed in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
TRANSITIONAL TRADEMARK CROSS LICENSE AGREEMENT BY AND AMONG 3M COMPANY, 3M INNOVATIVE PROPERTIES COMPANY AND SOLVENTUM CORPORATION, SOLVENTUM INTELLECTUAL PROPERTIES COMPANY, 3M HEALTHCARE GERMANY GMBH DATED AS OF [●], 2024Transitional Trademark Cross License Agreement • March 6th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
This TRANSITIONAL TRADEMARK CROSS LICENSE AGREEMENT (this “Agreement”), dated as of [●], 2024 is entered into by and among 3M Company (“3M Company” or “Parent”), 3M Innovative Properties Company (“3M IPC”), both Delaware corporations, and Solventum Corporation, a Delaware corporation, 3M Healthcare Germany GmbH, a German limited liability company (“SpinCo Germany”), and Solventum Intellectual Properties Company, a Delaware corporation (“SpinCo IPC”) (collectively, the “Parties” and each individually, a “Party”). 3M IPC is a wholly owned subsidiary of 3M Company, and SpinCo Germany and SpinCo IPC are both wholly owned subsidiaries of Solventum Corporation.
SOLVENTUM CORPORATION and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of February 27, 2024 to INDENTURE Dated as of February 27, 2024 Relating to $1,000,000,000 of 5.450% Senior Notes due 2027...First Supplemental Indenture • March 6th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of February 27, 2024 (this “First Supplemental Indenture”), between Solventum Corporation (the “Company”), a Delaware corporation, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), to the Base Indenture (as defined below).
DELAYED DRAW TERM LOAN AGREEMENT dated as of February 16, 2024 among 3M HEALTH CARE COMPANY as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, BARCLAYS BANK PLC CITIBANK, N.A. DEUSTCHE BANK...Delayed Draw Term Loan Agreement • March 6th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
3M Health Care Company, a Delaware corporation, the Banks (as defined below) and Bank of America, N.A., a national banking association, as Agent (as defined below) for the Banks, hereby agree as follows:
U.S. $2,000,000,000 FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of February 16, 2024 among 3M HEALTH CARE COMPANY as Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, BARCLAYS BANK PLC...Revolving Credit Agreement • March 6th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
3M Health Care Company, a Delaware corporation, the Banks (as defined below) and JPMorgan Chase Bank, N.A., a national banking association, as Agent (as defined below) for the Banks, hereby agree as follows:
