exv4w2



 






Exhibit 4.2




     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.



     TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES
OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE
INDENTURE.



 









 





Medtronic, Inc.



4.375% Senior Note, Series B Due September 15, 2010




CUSIP:                                        



No.                                                                                                                              $                                        




     Medtronic, Inc., a Minnesota corporation (the “Company”, which term includes any successor
under the Indenture hereinafter referred to), for value received, promises to pay to CEDE & Co., or
its registered assigns, the principal sum of
                                         on September 15, 2010.



     Initial Interest Rate: 4.375% per annum.



     Interest Payment Dates: March 15 and September 15, commencing March 15, 2006.



     Regular Record Dates: March 1 and September 1.



     Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which will for all purposes have the same effect as if set forth at this place.



 









 





     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by
its duly authorized officers.





	 	 	 	 	 	 	 	 	 
	 Date: January ___, 2006      

	 	Medtronic, Inc.	 	 
	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Gary Ellis	 	 
	 

	 	 	 	Title:
	 	Senior Vice President	 	 
	 

	 	 	 	 	 	and Chief Financial	 	 
	 

	 	 	 	 	 	Officer	 	 






 









 






     This
is one of the 4.375% Senior Notes, Series B Due September 15, 2010 described in the Indenture
referred to in this Note.



	 	 	 	 	 
	 	 	Wells Fargo Bank, N.A., as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signatory






 









 






[REVERSE SIDE OF NOTE]




Medtronic, Inc.



4.375% Senior Note, Series B Due September 15, 2010





	1.	 	Principal and Interest.





     The Company promises to pay the principal of this Note on September 15, 2010.



     The Company promises to pay interest on the principal amount of this Note on each interest
payment date, as set forth on the face of this Note, at the rate of 4.375% per annum (subject to
adjustment as provided below).



     Interest will be payable semiannually (to the holders of record of the Notes at the close of
business on the March 1 or September 1 immediately preceding the interest payment date) on each
interest payment date, commencing March 15, 2006.



     The Holder of this Note is entitled to the benefits of the Registration Rights Agreement,
dated September 15, 2005, between the Company and the Initial Purchasers named therein (the
“Registration Rights Agreement”). In the event that (a) the Company has not filed the Exchange
Offer Registration Statement within 90 days following the Issue Date; or (b) the Exchange Offer
Registration Statement is not declared effective within 180 days following the Issue Date, or if a
Shelf Registration Statement is required to be filed under the Exchange and Registration Rights
Agreement, the Shelf Registration Statement is not declared effective within 225 days following the
date of original issuance of the Notes; or (c) the Exchange Offer has not been completed within 45
days after the initial effective date of the Exchange Registration Statement relating to the
Exchange Offer; or (d) any registration statement required by the Exchange and Registration Rights
Agreement is filed and declared effective but shall thereafter cease to be effective (except as
specifically permitted therein) without being succeeded immediately by an additional registration
statement filed and declared effective (all terms as defined in the Registration Rights Agreement
and any such event referred to in clauses (a) through (d), the “Registration Default”), for the
period from the occurrence of the Registration default (but only with respect to one Registration
Default at any particular time) until such time as no Registration Default is in effect, the
interest rate on this Note will increase by a rate of 0.25% per annum for the first 90-day period
following the occurrence of such Registration Default which increase shall increase to a per annum
rate of 0.50% thereafter for the remaining portion of the Registration Default period.



     Interest on this Note will accrue from the most recent date to which interest has been paid on
this Note or the Note surrendered in exchange for this Note (or, if there is no existing default in
the payment of interest and if this Note is authenticated between a regular record date and the
next interest payment date, from such interest payment date) or, if no interest has been paid, from
the Issue Date. Interest will be computed in the basis of a 360-day year of twelve 30-day months.



     The Company will pay interest on overdue principal, premium, if any, and, to the extent
lawful, interest at a rate per annum that is 2% in excess of 4.375%. Interest not paid when due



 









 




and any interest on principal, premium or interest not paid when due will be paid to the
Persons that are Holders on a special record date, which will be the 15th day preceding the date
fixed by the Company for the payment of such interest, whether or not such day is a Business Day.
At least 15 days before a special record date, the Company will send to each Holder and to the
Trustee a notice that sets forth the special record date, the payment date and the amount of
interest to be paid.





	2.	 	Indentures.





     This is one of the Notes issued under an Indenture dated as of September 15, 2005 (as amended
from time to time, the “Indenture”), between the Company and Wells Fargo Bank, N.A., as Trustee.
Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. The
terms of the Notes include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act. The Notes are subject to all such terms, and Holders are
referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the
extent permitted by applicable law, in the event of any inconsistency between the terms of this
Note and the terms of the Indenture, the terms of the Indenture will control.



     The Notes are general unsecured obligations of the Company. Additional Notes may be issued
pursuant to the Indenture (as provided for in Section 8 hereof), and the originally issued Notes
and all such Additional Notes vote together for all purposes as a single class.




	3.	 	Redemption and Repurchase; Discharge Prior to Redemption or Maturity.





     This Note is subject to optional redemption, as further described in the Indenture. There is
no sinking fund or mandatory redemption applicable to this Note.



     If the Company deposits with the Trustee money or U.S. Government Obligations sufficient to
pay the then outstanding principal of, premium, if any, and accrued interest on the Notes to
redemption or maturity, the Company may in certain circumstances be discharged from the Indenture
and the Notes or may be discharged from certain of its obligations under certain provisions of the
Indenture.




	4.	 	Registered Form; Denominations; Transfer; Exchange.





     The Notes are in registered form without coupons in denominations of $2,000 principal amount
and any multiple of $1,000 in excess of $2,000. A Holder may register the transfer or exchange of
Notes in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee will
not be required to issue, register the transfer of or exchange any Note or certain portions of a
Note.




	5.	 	Defaults and Remedies.





     If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or
the Holders of at least 25% in principal amount of the Notes may declare all the Notes to be due
and payable. If a bankruptcy or insolvency default with respect to the Company occurs and



 









 




is continuing, the Notes automatically become due and payable. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity
satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations,
Holders of a majority in principal amount of the Notes then outstanding may direct the Trustee in
its exercise of remedies.





	6.	 	Amendment and Waiver.





     Subject to certain exceptions, the Indenture and the Notes may be amended, or default may be
waived, with the consent of the Holders of a majority in principal amount of the outstanding Notes.
Without notice to or the consent of any Holder, the Company and the Trustee may amend or
supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or
inconsistency if such amendment or supplement does not adversely affect the interests of the
Holders in any material respect.




	7.	 	Authentication.





     This Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of
authentication on the other side of this Note.




	8.	 	Additional Issuances





     The Company may from time to time, without the consent of the Holders of the Notes, issue
additional senior debt securities, having the same ranking and the same interest rate, maturity and
other terms as this Note except for the issue price and issue date and in some cases, the first
interest payment date. Any such additional senior debt securities will, together with the then
outstanding Notes of such series, constitute a single class of Notes under the Indenture. No
additional Notes of a series may be issued if an Event of Default has occurred and is continuing
with respect to such series of the Notes.




	9.	 	Governing Law.





     This Note shall be governed by, and construed in accordance with, the laws of the State of New
York.




	10.	 	Abbreviations.





     Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM
(= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to
Minors Act).



     The Company will furnish a copy of the Indenture to any Holder upon written request and
without charge.



 









 





[FORM OF TRANSFER NOTICE]




     FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s)
unto



	 	 	 
	Insert Taxpayer Identification No.
	 	 
	 
	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	Please print or typewrite name and address including zip code of assignee
	 	 
	 
	 	 
	 
	 	 
	 


	 	 
	the within Note and all rights thereunder, hereby irrevocably constituting and appointing
	 	 
	 
	 	 
	 
	 	 
	 


	 	 






attorney to transfer said Note on the books of the Company with full power of substitution in
the premises.