First Supplemental
Indenture
Dated as of March 12,
2009
(First Supplemental to the
Indenture Dated as of March 12, 2009)
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
as Trustee
FIRST SUPPLEMENTAL
INDENTURE, dated as of March 12, 2009, between Medtronic,
Inc., a corporation duly organized and existing under the laws of
Minnesota (herein called the “ Company ”), and
Wells Fargo Bank, National Association, as Trustee (herein called
“ Trustee ”);
WHEREAS, the
Company has heretofore executed and delivered to the Trustee an
Indenture, dated as of March 12, 2009 (the “ Base
Indenture ”), providing for the issuance from time to
time of the Company’s debentures, notes or other evidences of
indebtedness (herein and therein called the “
Securities ”), to be issued in one or more series as
provided in the Base Indenture;
WHEREAS,
Section 9.01 of the Base Indenture permits the Company and the
Trustee to enter into an indenture supplemental to the Base
Indenture to establish the form and terms of any series of
Securities;
WHEREAS,
Section 2.01 of the Base Indenture permits the form of
Securities of any series to be established in an indenture
supplemental to the Base Indenture;
WHEREAS,
Section 3.01 of the Base Indenture permits certain terms of
any series of Securities to be established pursuant to an indenture
supplemental to the Base Indenture;
WHEREAS, pursuant
to Sections 2.01 and 3.01 of the Base Indenture, the Company
desires to provide for the establishment of three new series of
Securities under the Base Indenture, the form and substance of such
Securities and the terms, provisions and conditions thereof to be
set forth as provided in the Base Indenture and this First
Supplemental Indenture;
WHEREAS, all
things necessary to make this First Supplemental Indenture a valid
agreement of the Company, in accordance with its terms, have been
done;
NOW, THEREFORE,
THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in
consideration of the premises and the purchase of the Securities of
the three series established by this First Supplemental Indenture
by the holders thereof (the “ Noteholders ”), it
is mutually agreed, for the equal and proportionate benefit of all
such Noteholders, as follows:
ARTICLE 1
Definitions and Other
Provisions of General Application
Section 1.01
. Relation to Base Indenture. This First Supplemental
Indenture constitutes a part of the Base Indenture (the provisions
of which, as modified by this First Supplemental Indenture, shall
apply to the Notes) in respect of the Notes but shall not modify,
amend or otherwise affect the Base Indenture insofar as it relates
to any other
series of
Securities or modify, amend or otherwise affect in any manner the
terms and conditions of the Securities of any other
series.
Section 1.02
. Definitions. For all purposes of this First Supplemental
Indenture, the capitalized terms used herein (i) which are
defined in this Section 1.02 have the respective meanings
assigned hereto in this Section 1.02 and (ii) which are
defined in the Base Indenture (and which are not defined in this
Section 1.02) have the respective meanings assigned thereto in
the Base Indenture. For all purposes of this First Supplemental
Indenture:
(a) Unless
the context otherwise requires, any reference to an Article or
Section refers to an Article or Section, as the case may be, of
this First Supplemental Indenture;
(b) The words
“herein,” “hereof” and
“hereunder” and words of similar import refer to this
First Supplemental Indenture as a whole and not to any particular
Article, Section or other subdivision; and
(c) The terms
defined in this Section 1.02(c) have the meanings assigned to
them in this Section and include the plural as well as the
singular:
“
Interest Payment Date ” has the meaning set forth in
Section 2.01(d).
“
Interest Period ” has the meaning set forth in
Section 2.01(d).
“
Maturity Date ” has the meaning set forth in
Section 2.01(c).
“
Notes ” has the meaning set forth in
Section 2.01(a).
“ 2014
Notes ” has the meaning set forth in
Section 2.01(a)
“ 2019
Notes ” has the meaning set forth in
Section 2.01(a)
“ 2039
Notes ” has the meaning set forth in
Section 2.01(a)
ARTICLE 2
General Terms and Conditions
of the Notes
Section 2.01
. Terms of Notes. Pursuant to Sections 2.01 and 3.01 of
the Base Indenture, there are hereby established three series of
Securities, the terms of which shall be as follows:
(a)
Designation . The Securities of these series shall be known
and designated as the “4.50% Notes due 2014” (the
“ 2014 Notes ”), “5.60% Notes due
2019” (the “ 2019 Notes ”) and
“6.50% Notes due 2039” (the “ 2039 Notes
” and together with the 2014 Notes and the 2019 Notes, the
“ Notes ”) of the Company. The CUSIP number of
the 2014 Notes is 585055AP1, the CUSIP number of the 2019 Notes is
585055AN6 and the CUSIP number of the 2039 Notes is
585055AQ9.
(b) Form
and Denominations . The Notes will be issued only in fully
registered form, and the authorized denominations of the Notes
shall be $2,000 principal
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amount and any
integral multiple of $1,000 in excess thereof. The Notes will
initially be issued in the form of one or more Global Securities
substantially in the form of Annex A attached hereto, with such
modifications thereto as may be approved by the authorized officer
executing the same. The Notes will be denominated in U.S. dollars
and payments of principal and interest will be made in U.S.
dollars.
(c)
Maturity Date . The principal amount of, and all accrued and
unpaid interest on, the Notes shall be payable in full on
March 15, 2014 for the 2014 Notes, March 15, 2019 for the
2019 Notes and March 15, 2039 for the 2039 Notes, or if such
days are not Business Days, the following Business Day (each, the
“ Maturity Date ’’).
(d)
Interest . Interest payable on any Interest Payment Date (as
defined below), the Maturity Date, or if applicable, the Redemption
Date (as defined in the Base Indenture) shall be the amount accrued
from, and including, the immediately preceding Interest Payment
Date in respect of which interest has been paid or duly provided
for (or from and including the original issue date of March 12,
2009, if no interest has been paid or duly provided for with
respect to the Notes) to but excluding such Interest Payment Date,
Maturity Date or, if applicable, Redemption Date, as the case may
be (each, an “ Interest Period ”). The Notes
will bear interest at the rate of 4.50% for the 2014 Notes, 5.60%
for the 2019 Notes and 6.50% for the 2039 Notes per year from the
original issue date thereof to the respective Maturity Date.
Interest on the Notes shall be payable semi-annually in arrears on
March 15 and September 15 of each year, beginning on
September 15, 2009 (each such date, an “ Interest
Payment Date ”). The amount of interest payable for any
semi-annual Interest Period will be computed on the basis of a
360-day year consisting of twelve 30-day months. The amount of
interest payable for any period shorter than a full semi-annual
Interest Period for which interest is computed will be computed on
the basis of the actual number of days elapsed per 30-day month. In
the event any Interest Payment Date on or before the Maturity Date
falls on a day that is not a Business Day, the interest payment due
on that date will be postponed to the next day that is a Business
Day and no interest shall accrue as a result of such
postponement.
In the event the
Maturity Date or a Redemption Date for any Note falls on a day that
is not a Business Day, then the related payments of principal,
premium, if any, and interest may be made on the next succeeding
date that is a Business Day (and no additional interest will
accumulate on the amount payable for the period from and after the
Maturity Date for such Note). Interest due on the Maturity Date or
a Redemption Date (in each case, whether or not an Interest Payment
Date) will be paid to the Person to whom principal of such Notes is
payable.
(e) To
Whom Interest is Payable . Interest shall be payable to the
Person in whose name the Notes are registered at the close of
business on the Regular Record Date for such interest, which shall
be the March 1 or September 1 (whether or not a Business Day), as
the case may be, next preceding the Interest Payment Date, or in
the event the Notes cease to be held in the form of one or more
Global Securities, at the close of business on the date
15 days prior to that Interest Payment Date, whether or not a
Business Day.
(f)
Sinking Fund; Noteholder Repurchase Right . The Notes shall
not be subject to any sinking fund or analogous provision or be
redeemable at the option of the Noteholders.
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(g)
Forms . The Notes shall be substantially in the form of
Annex A attached hereto, with such modifications thereto as may be
approved by the authorized officer executing the same.
(h)
Registrar, Paying Agent, Authenticating Agent and Place of
Payment . The Company hereby appoints Wells Fargo, National
Association as Security Registrar and Paying Agent and accepts
Wells Fargo, National Association as Authentication Agent with
respect to the Notes. The Notes may be surrendered for registration
of transfer and for exchange at the office or agency of the Company
maintained for such purpose in the City of New York, New York and
at any other office or agency maintained by the Company for such
purpose. The Place of Payment for the Notes shall be the Paying
Agent’s office in New York, New York.
(i)
Defeasance . Until the Maturity Date, the Notes will be
subject to Sections 13.02 and 13.03 of the Base
Indenture.
ARTICLE 3
Supplemental
Indentures
Section 3.01.
Supplemental Indentures with Consent of Noteholders. As set
forth in Section 9.02 of the Base Indenture, with the consent of
the holders of a majority in the aggregate principal amount of
Notes of each series affected by such supplemental indenture at the
time outstanding, the Company and the Trustee may from time to time
and at any time enter into an indenture or indentures supplemental
to the Base Indenture for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of
the Base Indenture or this First Supplemental Indenture or of
modifying in any manner the rights of the Noteholders.
Section 4.01
. Relationship to Existing Base Indenture. The First
Supplemental Indenture is a supplemental indenture within the
meaning of the Base Indenture. The Base Indenture, as supplemented
and amended by this First Supplemental Indenture, is in all
respects ratified, confirmed and approved and, with respect to the
Notes, the Base Indenture, as supplemented and amended by this
First Supplemental Indenture, shall be read, taken and construed as
one and the same instrument.
Section 4.02
. Modification of The Existing Base Indenture.
Except
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