Exhibit

4.6




 




 




FIRST AMENDMENT

TO 364-DAY CREDIT AGREEMENT




 




 




                THIS FIRST AMENDMENT TO 364-DAY

CREDIT AGREEMENT (this “Amendment”), dated as of August

   , 2002, is entered into among MEDTRONIC, INC., a Minnesota corporation (the “Borrower”),

the Subsidiaries of the Borrower listed on the signature pages hereto

(individually a “Guarantor”, collectively the “Guarantors”), the

Lenders identified on the signature pages hereto (the “Lenders”), and BANK OF AMERICA, N.A., as administrative agent for

the Lenders (in such capacity, the “Administrative Agent”).  Terms used but not otherwise defined herein

shall have the meanings provided in the Credit Agreement described below.




 




 




W I T N

E S S E T H




 




                WHEREAS, the Borrower, the Guarantors, the

Lenders, and the Administrative Agent entered into that certain 364-Day Credit

Agreement dated as of January 24, 2002 (the “Existing Credit

Agreement”); and




 




                WHEREAS, the Borrower and the Required Lenders

have agreed to amend certain provisions of the Existing Credit Agreement as

more fully set forth below.




 




                NOW, THEREFORE, in

consideration of the agreements hereinafter set forth, and for other good and

valuable consideration, the receipt and adequacy of which are hereby

acknowledged, the parties hereto agree as follows:




 




 




PART 1




DEFINITIONS




 




                SUBPART 1.1  Certain Definitions. 

Unless otherwise defined herein or the context otherwise requires, the

following terms used in this Amendment, including its preamble and recitals,

have the following meanings:




 




                “Amended Credit Agreement”

means the Existing Credit Agreement as amended hereby.




 




                “Amendment No. 1 Effective

Date” is defined in Subpart 3.1.




 




                SUBPART 1.2  Other Definitions. 

Unless otherwise defined herein or the context otherwise requires, terms

used in this Amendment, including its preamble and recitals, have the meanings

provided in the Existing Credit Agreement.




 




 





























 




PART 2




AMENDMENTS TO EXISTING CREDIT

AGREEMENT




 




                Effective on (and subject to the occurrence of) the

Amendment No. 1 Effective Date, the Existing Credit Agreement is hereby amended

in accordance with this Part 2.




 




                SUBPART 2.1              Amendments to

Section 1.01.  The definition

of “Restricted Payment” appearing in Section 1.01 of the Existing

Credit Agreement is hereby amended and restated in its entirety to read as follows:




 




                “Restricted Payment”

means (i) any dividend or other distribution, direct or indirect, on account of

any shares of any class of capital stock of the Borrower or any of its

Subsidiaries, now or hereafter outstanding (other than (A) dividends payable

solely in the same class of capital stock of such Person and (B) dividends or

other distributions payable to the Borrower (directly or indirectly through

Subsidiaries) and ratably to minority shareholders), (ii) any redemption,

retirement, sinking fund or similar payment, purchase or other acquisition for

value, direct or indirect, of any shares of any class of capital stock of the

Borrower or any of its Subsidiaries, now or hereafter outstanding and (iii) any

payment made to retire, or to obtain the surrender of, any outstanding

warrants, options or other rights to acquire shares of any class of capital

stock of the Borrower or any of its Subsidiaries, now or hereafter outstanding.




 




                SUBPART

2.2  Amendments to Section 6.03. Section 6.03(d) of the Existing Credit

Agreement is hereby amended in its entirety to read as follows:




 




Section 6.03         Liens.




 




The Borrower will not,

and will not permit any Subsidiary to, create, incur, assume or permit to exist

any Lien on any property or asset now owned or hereafter acquired by it, or

assign or sell any income or revenues (including accounts receivable) or rights

in respect of any thereof, except:




 




(a)           *****




(b)           *****




(c)           *****




 




(d)           Liens not otherwise permitted under

this Section securing obligations in an aggregate amount not exceeding at any

time 10% of Consolidated Tangible Net Worth as at the end of the immediately

preceding fiscal quarter of the Borrower.




 




                SUBPART 2.3  Amendments

to Section 6.06. Section 6.06 of the Existing Credit Agreement is

hereby amended in its entirety to read as follows:




 




Section 6.06         Restrictive Agreements.




 




The Borrower will not,

and will not permit any of its Subsidiaries to, directly or indirectly, enter

into, incur or permit to exist any agreement or other arrangement that

prohibits, restricts or imposes any condition upon the ability of any

Subsidiary to pay dividends or other distributions to the Borrower (directly or

indirectly through 




 




 




2





























 




Subsidiaries) and

ratably to minority shareholders with respect to any shares of its capital

stock or to make or repay loans or advances to the Borrower or any other

Subsidiary or to Guarantee Indebtedness of the Borrower or any other

Subsidiary; provided that (i) the foregoing shall not apply to

restrictions and conditions imposed by law, rule, regulation or regulatory

administrative agreement or determination or by this Credit Agreement, and

(ii) the foregoing shall not apply to customary restrictions and

conditions contained in agreements relating to the sale of a Subsidiary pending

such sale, provided such restrictions and conditions apply only to the

Subsidiary that is to be sold and such sale is permitted hereunder.




 




SUBPART 2.4  Amendments

to Section 6.08.

Section 6.08 of the Existing Credit Agreement is hereby amended in its entirety

to read as follows:




 




Section 6.08         Restricted Payments.




 




The Borrower will not, nor will it permit any

Subsidiary to, directly or indirectly, declare, order, make or set apart any

sum for or pay any Restricted Payment, except  distributions

in respect of the capital stock of such Person or the redemption, retirement,

purchase or other acquisition of the capital stock of such Person (or any

warrant, option or other rights with respect to any shares of capital stock

(now or hereafter outstanding) of such Person) if no Default has occurred and

is continuing or would result from such action.




 




 




PART 3




CONDITIONS

TO EFFECTIVENESS




 




                SUBPART 3.1  Amendment No. 1 Effective Date.  This Amendment shall be and become effective

as of the date hereof (the “Amendment No. 1 Effective Date”) when all of

the conditions set forth in this Part 3 shall have been satisfied, and

thereafter this Amendment shall be known, and may be referred to, as the “Amendment.”




 




                SUBPART 3.2  Execution of Counterparts of Amendment.  The Administrative Agent shall have received

counterparts of this Amendment, which collectively shall have been duly

executed on behalf of each of the Borrower, the Guarantors, the Required

Lenders, and the Administrative Agent.




 




                SUBPART 3.3  Fees and Expenses.  The Borrower has paid all fees and expenses incurred in

connection with the negotiation, preparation, execution and delivery of this

Amendment and the other transactions contemplated herein including, without limitation,

the reasonable legal fees and expenses of Moore & Van Allen, counsel to the

Administrative Agent.




 




                SUBPART  3.4  Other Items.  The Administrative Agent shall have received

such other documents, agreements or information which may be reasonably requested

by the Administrative Agent.




 




 




3





























 




PART 4




MISCELLANEOUS




 




                SUBPART 4.1  Representations and Warranties.  The Borrower hereby represents and warrants

to the Administrative Agent and the Lenders that, after giving effect to this

Amendment, (a) no Default or Event of Default exists under the Credit Agreement

and (b) the representations and warranties set forth in Section 3 of the

Existing Credit Agreement are, subject to the limitations set forth therein,

true and correct in all material respects as of the date hereof (except for

those which expressly relate to an earlier date).




 




                SUBPART 4.2  Reaffirmation of Obligations.  The Borrower hereby ratifies the Credit

Agreement and acknowledges and reaffirms (a) that it is bound by all terms of

the Credit Agreement applicable to it and (b) that it is responsible for the

observance and full performance of its respective obligations under the Credit

Agreement.




 




                SUBPART 4.3  Cross-References.  References in this Amendment to any Part or

Subpart are, unless otherwise specified, to such Part or Subpart of this

Amendment.




 




                SUBPART 4.4  Instrument Pursuant to Existing Credit

Agreement.  This Amendment is

executed pursuant to the Existing Credit Agreement and shall (unless otherwise

expressly indicated therein) be construed, administered and applied in

accordance with the terms and provisions of the Existing Credit Agreement.




 




                SUBPART 4.5  References in Other Credit Documents.  At such time as this Amendment shall become

effective pursuant to the terms of Subpart 3.1, all references to the

“Credit Agreement” shall be deemed to refer to the Credit Agreement as amended

by this Amendment.




 




                SUBPART 4.6  Counterparts/Telecopy.  This Amendment may be executed by the

parties hereto in several counterparts, each of which shall be deemed to be an

original and all of which shall constitute together but one and the same

agreement.  Delivery of executed

counterparts of the Amendment by telecopy shall be effective as an original and

shall constitute a representation that an original shall be delivered.




 




                SUBPART 4.7  Governing Law. 

THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED

BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND

5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT EXCLUDING ALL OTHER CHOICE

OF LAW AND CONFLICTS OF LAW RULES).




 




 




4





























 




                SUBPART 4.8  Successors and Assigns. 

This Amendment shall be binding upon and inure to the benefit of the

parties hereto and their respective successors and assigns.




 




                SUBPART 4.9  General.  Except as

amended hereby, the Existing Credit Agreement and all other credit documents

shall continue in full force and effect.




 




 




[Remainder of Page Intentionally Left Blank]




 




 




5





























 




 




                IN WITNESS WHEREOF, the parties

hereto have executed this Amendment to the 364-Day Credit Agreement as of the

date first above written.




 




 




	

  BORROWER:


  	

   


  	

  MEDTRONIC, INC,


  
	

   


  	

   


  	

  a

  Minnesota corporation


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert L. Ryan


  
	

   


  	

   


  	

  Name:


  	

  Robert

  L. Ryan


  
	

   


  	

   


  	

  Title:


  	

  Vice

  President and Chief Financial Officer


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  GUARANTORS:


  	

   


  	

  MEDTRONIC MINIMED, INC.,


  
	

   


  	

   


  	

  a

  Delaware corporation


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert L. Ryan


  
	

   


  	

   


  	

  Name:


  	

  Robert

  L. Ryan


  
	

   


  	

   


  	

  Title:


  	

  Vice

  President and Chief Financial Officer


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  MEDTRONIC INTERNATIONAL, LTD,


  
	

   


  	

   


  	

  a

  Delaware

  corporation


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert L. Ryan


  
	

   


  	

   


  	

  Name:


  	

  Robert

  L. Ryan


  
	

   


  	

   


  	

  Title:


  	

  Vice

  President and Chief Financial Officer


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  MEDTRONIC AVE, INC.,


  
	

   


  	

   


  	

  a

  Delaware corporation


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert L. Ryan


  
	

   


  	

   


  	

  Name:


  	

  Robert

  L. Ryan


  
	

   


  	

   


  	

  Title:


  	

  Vice

  President and Chief Financial Officer


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  MEDTRONIC INTERNATIONAL


  
	

   


  	

   


  	

  TECHNOLOGY, INC.,


  
	

   


  	

   


  	

  a

  Minnesota corporation


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert L. Ryan


  
	

   


  	

   


  	

  Name:


  	

  Robert

  L. Ryan


  
	

   


  	

   


  	

  Title:


  	

  Vice

  President and Chief Financial Officer


  





 




 




6





























 




	

   


  	

   


  	

  MEDTRONIC SOFAMOR DANEK, INC.,


  
	

   


  	

   


  	

  an

  Indiana corporation


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert L. Ryan


  
	

   


  	

   


  	

  Name:


  	

  Robert

  L. Ryan


  
	

   


  	

   


  	

  Title:


  	

  Vice

  President and Chief Financial Officer


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  MEDTRONIC USA, INC.,


  
	

   


  	

   


  	

  a

  Minnesota corporation


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert L. Ryan


  
	

   


  	

   


  	

  Name:


  	

  Robert

  L. Ryan


  
	

   


  	

   


  	

  Title:


  	

  Vice

  President and Chief Financial Officer


  





 




 




7





























 




	

  ADMINISTRATIVE AGENT:


  	

   


  	

  BANK OF AMERICA, N.A.,


  
	

   


  	

   


  	

  as

  Administrative Agent


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Garry G. Flieger


  
	

   


  	

   


  	

  Name:


  	

  Garry G. Flieger


  
	

   


  	

   


  	

  Title:


  	

  Vice President


  





 




 




8





























 




	

  LENDERS:


  	

   


  	

  BANK OF AMERICA, N.A.,


  
	

   


  	

   


  	

  as

  a Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Philip S. Durand


  
	

   


  	

   


  	

  Name:


  	

  Philip S. Durand


  
	

   


  	

   


  	

  Title:


  	

  Principal


  





 




 




9





























 




	

   


  	

   


  	

  BANK

  ONE, NA,


  
	

   


  	

   


  	

  as Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Anthony F. Maggiore


  
	

   


  	

   


  	

  Name: 


  	

  Anthony F. Maggiore


  
	

   


  	

   


  	

  Title:


  	

  Director, Capital Markets


  





 




 




10





























 




	

   


  	

   


  	

  THE BANK OF TOKYO-MITSUBISHI, LTD., 


  
	

   


  	

   


  	

  CHICAGO BRANCH


  
	

   


  	

   


  	

  as Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Patrick McCue


  
	

   


  	

   


  	

  Name:


  	

  Patrick McCue


  
	

   


  	

   


  	

  Title:


  	

  Vice President and

  Manager


  





 




 




11





























 




	

   


  	

   


  	

  BNP PARIBAS,


  
	

   


  	

   


  	

  as Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Thomas H. Ambrose


  
	

   


  	

   


  	

  Name:


  	

  Thomas H. Ambrose


  
	

   


  	

   


  	

  Title:


  	

  Director


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Christine L. Howatt


  
	

   


  	

   


  	

  Name:


  	

  Christine L. Howatt


  
	

   


  	

   


  	

  Title:


  	

  Vice President


  





 




 




12





























 




	

   


  	

   


  	

  CITICORP USA, INC.,


  
	

   


  	

   


  	

  as Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Mary O’Connell


  
	

   


  	

   


  	

  Name:


  	

  Mary O’Connell


  
	

   


  	

   


  	

  Title:


  	

  Vice President


  





 




 




13





























 




	

   


  	

   


  	

  DEUTSCHE BANK AG, NEW YORK 


  
	

   


  	

   


  	

  BRANCH,


  
	

   


  	

   


  	

  as Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Iain Stewart


  
	

   


  	

   


  	

  Name:


  	

  Iain Stewart


  
	

   


  	

   


  	

  Title:


  	

  Director


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Jean M. Hannigan


  
	

   


  	

   


  	

  Name:


  	

  Jean M. Hannigan


  
	

   


  	

   


  	

  Title:


  	

  Vice President


  





 




 




14





























 




	

   


  	

   


  	

  FLEET NATIONAL BANK, N.A.


  
	

   


  	

   


  	

  as Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Gordon B. Coughlin


  
	

   


  	

   


  	

  Name:


  	

  Gordon B. Coughlin


  
	

   


  	

   


  	

  Title:


  	

  Vice President


  





 




 




15





























 




	

   


  	

   


  	

  KEYBANK NATIONAL ASSOCIATION,


  
	

   


  	

   


  	

  as Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Frank J. Jancar


  
	

   


  	

   


  	

  Name:


  	

  Frank J. Jancar


  
	

   


  	

   


  	

  Title:


  	

  Vice President


  





 




 




16





























 




	

   


  	

   


  	

  MIZUHO CORPORATE BANK, LTD.,


  
	

   


  	

   


  	

  as Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Name:


  	

   


  
	

   


  	

   


  	

  Title:


  	

   


  





 




 




17





























 




	

   


  	

   


  	

  ROYAL BANK OF CANADA,


  
	

   


  	

   


  	

  as Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Gordon C. MacArthur


  
	

   


  	

   


  	

  Name:


  	

  Gordon C. MacArthur


  
	

   


  	

   


  	

  Title:


  	

  Senior Manager


  





 




 




18





























 




	

   


  	

   


  	

  SUNTRUST BANK,


  
	

   


  	

   


  	

  as Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Cathy Hunnicutt


  
	

   


  	

   


  	

  Name:


  	

  Cathy Hunnicutt


  
	

   


  	

   


  	

  Title:


  	

  Assistant Vice

  President


  





 




 




19





























 




	

   


  	

   


  	

  UBS AG, STAMFORD BRANCH,


  
	

   


  	

   


  	

  as Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Wilfred V. Saint


  
	

   


  	

   


  	

  Name:


  	

  Wilfred V. Saint


  
	

   


  	

   


  	

  Title:


  	

  Associate Director,


  
	

   


  	

   


  	

   


  	

  Banking Products

  Services, US


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Lynne B. Alfarone


  
	

   


  	

   


  	

  Name:


  	

  Lynne B. Alfarone


  
	

   


  	

   


  	

  Title:


  	

  Associate Director,


  
	

   


  	

   


  	

   


  	

  Banking Products

  Services, US


  





 




 




20





























 




	

   


  	

   


  	

  U.S. BANK NATIONAL ASSOCIATION,


  
	

   


  	

   


  	

  as Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Karen Weathers


  
	

   


  	

   


  	

  Name:


  	

  Karen Weathers


  
	

   


  	

   


  	

  Title:


  	

  Vice President


  





 




 




21





























 




	

   


  	

   


  	

  WACHOVIA BANK, NATIONAL ASSOCIATION


  
	

   


  	

   


  	

  (formerly known as

  First Union National Bank), as Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Paige Mesaros


  
	

   


  	

   


  	

  Name:


  	

  Paige Mesaros


  
	

   


  	

   


  	

  Title:


  	

  Vice President


  





 




 




22





























 




	

   


  	

   


  	

  WELLS FARGO BANK,


  NATIONAL ASSOCIATION


  
	

   


  	

   


  	

  as Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Christopher A.

  Cudak


  
	

   


  	

   


  	

  Name:


  	

  Christopher A. Cudak


  
	

   


  	

   


  	

  Title:


  	

  Vice President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ James D. Heinz


  
	

   


  	

   


  	

  Name:


  	

  James D. Heinz


  
	

   


  	

   


  	

  Title:


  	

  Senior Vice President


  





 




 




23