EX-4.1



 Exhibit 4.1 
  

 
  

MEDTRONIC, INC. 
 TO

 WELLS FARGO BANK, NATIONAL ASSOCIATION, 

As Trustee 

Indenture 
 Dated as
of December 10, 2014 
  
  

 







 TABLE OF CONTENTS* 

 

							
	 	 	 	  	Page	 
	ARTICLE 1	  			
	Definitions and Other Provisions of General Application	  			
			
	Section 1.01	 	Definitions	  	 	7	  
	Section 1.02	 	Compliance Certificates and Opinions.	  	 	8	  
	Section 1.03	 	Form of Documents Delivered to Trustee.	  	 	8	  
	Section 1.04	 	Acts of Holders; Record Dates.	  	 	9	  
	Section 1.05	 	Notices, Etc., to Trustee and Company.	  	 	11	  
	Section 1.06	 	Notice to Holders; Waiver.	  	 	11	  
	Section 1.07	 	Conflict with Trust Indenture Act.	  	 	11	  
	Section 1.08	 	Effect of Headings and Table of Contents.	  	 	12	  
	Section 1.09	 	Successors and Assigns.	  	 	12	  
	Section 1.10	 	Separability Clause.	  	 	12	  
	Section 1.11	 	Benefits of Indenture.	  	 	12	  
	Section 1.12	 	Governing Law; Waiver of Jury Trial; Consent to Jurisdiction.	  	 	12	  
	Section 1.13	 	Legal Holidays.	  	 	13	  
	Section 1.14	 	USA Patriot Act.	  	 	13	  
	Section 1.15	 	Force Majeure.	  	 	13	  
		
	ARTICLE 2	  			
	Security Forms	  			
			
	Section 2.01	 	Forms Generally.	  	 	13	  
	Section 2.02	 	Form of Face of Security.	  	 	14	  
	Section 2.03	 	Form of Reverse of Security.	  	 	15	  
	Section 2.04	 	Form of Legend for Securities.	  	 	20	  
	Section 2.05	 	Form of Trustee’s Certificate of Authentication.	  	 	20	  
	Section 2.06	 	CUSIP Numbers.	  	 	21	  
		
	ARTICLE 3	  			
	The Securities	  			
			
	Section 3.01	 	Amount Unlimited; Issuable in Series.	  	 	21	  
	Section 3.02	 	Denominations.	  	 	24	  
	Section 3.03	 	Execution, Authentication, Delivery and Dating.	  	 	24	  
	Section 3.04	 	Temporary Securities.	  	 	25	  
	Section 3.05	 	Registration, Registration of Transfer and Exchange; Certain Transfers and Exchanges.	  	 	26	  

  

	* 	Note: This table of contents shall not, for any purpose, be deemed part of the Indenture. 









							
	Section 3.06	 	Mutilated, Destroyed, Lost and Wrongfully Taken Securities.	  	 	28	  
	Section 3.07	 	Payment of Interest; Interest Rights Preserved.	  	 	29	  
	Section 3.08	 	Persons Deemed Owners.	  	 	30	  
	Section 3.09	 	Cancellation.	  	 	30	  
	Section 3.10	 	Computation of Interest.	  	 	30	  
		
	ARTICLE 4	  			
	Satisfaction and Discharge	  			
			
	Section 4.01	 	Satisfaction and Discharge of Indenture.	  	 	30	  
	Section 4.02	 	Application of Trust Money.	  	 	31	  
		
	ARTICLE 5	  			
	Remedies	  			
			
	Section 5.01	 	Events of Default.	  	 	31	  
	Section 5.02	 	Acceleration of Maturity; Rescission and Annulment.	  	 	33	  
	Section 5.03	 	Collection of Indebtedness and Suits for Enforcement by Trustee.	  	 	34	  
	Section 5.04	 	Trustee May File Proofs of Claim.	  	 	34	  
	Section 5.05	 	Trustee May Enforce Claims Without Possession of Securities.	  	 	35	  
	Section 5.06	 	Application of Money Collected.	  	 	35	  
	Section 5.07	 	Limitation on Suits.	  	 	35	  
	Section 5.08	 	Unconditional Right of Holders To Receive Principal, Premium and Interest.	  	 	36	  
	Section 5.09	 	Restoration of Rights and Remedies.	  	 	36	  
	Section 5.10	 	Rights and Remedies Cumulative.	  	 	36	  
	Section 5.11	 	Delay or Omission Not Waiver.	  	 	37	  
	Section 5.12	 	Control by Holders.	  	 	37	  
	Section 5.13	 	Waiver of Past Defaults.	  	 	37	  
	Section 5.14	 	Undertaking for Costs.	  	 	37	  
	Section 5.15	 	Waiver of Usury, Stay or Extension Laws.	  	 	38	  
		
	ARTICLE 6	  			
	The Trustee	  			
			
	Section 6.01	 	Certain Duties and Responsibilities.	  	 	38	  
	Section 6.02	 	Notice of Defaults.	  	 	39	  
	Section 6.03	 	Certain Rights of Trustee.	  	 	39	  
	Section 6.04	 	Not Responsible for Recitals or Issuance of Securities.	  	 	40	  
	Section 6.05	 	May Hold Securities.	  	 	40	  
	Section 6.06	 	Money Held in Trust.	  	 	41	  
	Section 6.07	 	Compensation and Reimbursement.	  	 	41	  
	Section 6.08	 	Conflicting Interests.	  	 	41	  
	Section 6.09	 	Corporate Trustee Required; Eligibility.	  	 	42	  
	Section 6.10	 	Resignation and Removal; Appointment of Successor.	  	 	42	  
	Section 6.11	 	Acceptance of Appointment by Successor.	  	 	43	  
	Section 6.12	 	Merger, Conversion, Consolidation or Succession to Business.	  	 	44	  
	Section 6.13	 	Preferential Collection of Claims Against Company.	  	 	45	  


  
 ii 









							
	Section 6.14	 	Appointment of Authenticating Agent.	  	 	45	  
		
	ARTICLE 7	  			
	Holders’ Lists and Reports by Trustee and Company	  			
			
	Section 7.01	 	Company To Furnish Trustee Names and Addresses of Holders.	  	 	46	  
	Section 7.02	 	Preservation of Information; Communications to Holders.	  	 	47	  
	Section 7.03	 	Reports by Trustee.	  	 	47	  
	Section 7.04	 	Reports by Company.	  	 	47	  
		
	ARTICLE 8	  			
	Consolidation, Merger, Conveyance, Transfer or Lease	  			
			
	Section 8.01	 	Company May Consolidate, Etc., Only on Certain Terms.	  	 	48	  
	Section 8.02	 	Successor Substituted.	  	 	49	  
		
	ARTICLE 9	  			
	Supplemental Indentures	  			
			
	Section 9.01	 	Supplemental Indentures Without Consent of Holders.	  	 	49	  
	Section 9.02	 	Supplemental Indentures with Consent of Holders.	  	 	50	  
	Section 9.03	 	Execution of Supplemental Indentures.	  	 	51	  
	Section 9.04	 	Effect of Supplemental Indentures.	  	 	52	  
	Section 9.05	 	Conformity with Trust Indenture Act.	  	 	52	  
	Section 9.06	 	Reference in Securities to Supplemental Indentures.	  	 	52	  
		
	ARTICLE 10	  			
	Covenants	  			
			
	Section 10.01	 	Payment of Principal, Premium and Interest.	  	 	52	  
	Section 10.02	 	Maintenance of Office or Agency.	  	 	52	  
	Section 10.03	 	Money for Securities Payments To Be Held in Trust.	  	 	53	  
	Section 10.04	 	Statement by Officers as to Default.	  	 	54	  
	Section 10.05	 	Existence.	  	 	54	  
	Section 10.06	 	Limitation on Secured Debt.	  	 	54	  
	Section 10.07	 	Limitation on Sale and Leaseback Transactions.	  	 	56	  
	Section 10.08	 	Reports to Trustee.	  	 	57	  
	Section 10.09	 	Guarantee by New Medtronic and Medtronic Luxco.	  	 	57	  
	Section 10.10	 	Waiver of Certain Covenants.	  	 	58	  
		
	ARTICLE 11	  			
	Redemption of Securities	  			
			
	Section 11.01	 	Applicability of Article.	  	 	58	  
	Section 11.02	 	Election To Redeem; Notice to Trustee.	  	 	58	  
	Section 11.03	 	Selection by Trustee of Securities To Be Redeemed.	  	 	58	  
	Section 11.04	 	Notice of Redemption.	  	 	59	  
	Section 11.05	 	Deposit of Redemption Price.	  	 	60	  


  
 iii 









							
	Section 11.06	 	Securities Payable on Redemption Date.	  	 	60	  
	Section 11.07	 	Securities Redeemed in Part.	  	 	60	  
	Section 11.08	 	Special Mandatory Redemption.	  	 	60	  
	Section 11.09	 	Special Mandatory Redemption Procedures	  	 	61	  
		
	ARTICLE 12	  			
	Sinking Funds	  			
			
	Section 12.01	 	Applicability of Article.	  	 	62	  
	Section 12.02	 	Satisfaction of Sinking Fund Payments with Securities.	  	 	62	  
	Section 12.03	 	Redemption of Securities for Sinking Fund.	  	 	63	  
		
	ARTICLE 13	  			
	Defeasance and Covenant Defeasance	  			
			
	Section 13.01	 	Company’s Option To Effect Defeasance or Covenant Defeasance.	  	 	63	  
	Section 13.02	 	Defeasance and Discharge.	  	 	63	  
	Section 13.03	 	Covenant Defeasance.	  	 	64	  
	Section 13.04	 	Conditions to Defeasance or Covenant Defeasance.	  	 	64	  
	Section 13.05	 	Deposited Money and U.S. Government Obligations To Be Held in Trust; Miscellaneous Provisions.	  	 	66	  
	Section 13.06	 	Reinstatement.	  	 	66	  
		
	ARTICLE 14	  			
	Guarantees	  			
			
	Section 14.01	 	Note Guarantee.	  	 	67	  
	Section 14.02	 	Limitation on Guarantor Liability.	  	 	68	  
	Section 14.03	 	Execution and Delivery.	  	 	69	  
	Section 14.04	 	Subrogation.	  	 	69	  
	Section 14.05	 	Benefits Acknowledged.	  	 	69	  
	Section 14.06	 	Release of Note Guarantees.	  	 	69	  


  
 iv 








 Certain Sections of this Indenture relating to Sections 310 through 318, 

inclusive, of the Trust Indenture Act of 1939:* 

 

			
	Trust Indenture Act Section	  	Indenture Section
	§ 310(a)(1)	  	6.09
	(a)(2)	  	6.09
	(a)(3)	  	Not Applicable
	(a)(4)	  	Not Applicable
	(b)	  	6.08
		  	6.10
	§ 311(a)	  	6.13
	(b)	  	6.13
	§ 312(a)	  	7.01
		  	7.02
	(b)	  	7.02
	(c)	  	7.02
	§ 313(a)	  	7.03
	(b)	  	7.03
	(c)	  	7.03
	(d)	  	7.03
	§ 314(a)	  	7.04
	(a)(4)	  	1.01
		  	10.04
		  	10.08
	(b)	  	Not Applicable
	(c)(1)	  	1.02
	(c)(2)	  	1.02
	(c)(3)	  	Not Applicable
	(d)	  	Not Applicable
	(e)	  	1.02
	§ 315(a)	  	6.01
	(b)	  	6.02
	(c)	  	6.01
	(d)	  	6.01
	(e)	  	5.14
	§ 316(a)	  	1.01
	(a)(1)(A)	  	5.02
		  	5.12
	(a)(1)(B)	  	5.13
	(a)(2)	  	Not Applicable
	(b)	  	5.08
		  	
	(c)	  	1.04
	§ 317(a)(1)	  	5.03
	(a)(2)	  	5.04
	(b)	  	10.03
	§ 318(a)	  	1.07

  

	* 	Note: This cross-reference table shall not, for any purpose, be deemed part of the Indenture. 


  
 vi 








 INDENTURE, dated as of December 10, 2014, between Medtronic, Inc., a corporation duly
incorporated and existing under the laws of the State of Minnesota (herein called the “Company”), having its principal office at 710 Medtronic Parkway, Minneapolis, Minnesota 55432, and Wells Fargo Bank, National Association, a
national banking association duly organized under the laws of the United States, as Trustee (herein called the “Trustee”). 

Recitals of the Company 

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its debentures,
notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as provided in this Indenture. 

All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. 

NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

Each party agrees as follows for the benefit of each other and for the equal and proportionate benefit of all Holders of the Securities or of
any series thereof: 
 ARTICLE 1 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION 
 Section 1.01 Definitions. For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires: 
 (a) the terms defined in this Article have the meanings assigned to them in this Article and
include the plural as well as the singular; 
 (b) all other terms used herein which are defined in the Trust Indenture Act, either directly
or by reference therein, have the meanings assigned to them therein; 
 (c) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required
or permitted hereunder shall mean such accounting principles as are generally accepted in the United States of America at the date of such computation; 

(d) unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article
or a Section, as the case may be, of this Indenture; and 
 (e) the words “herein”, “hereof” and
“hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. 

“Act” when used with respect to any Holder, has the meaning specified in Section 1.04. 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 







 “Attributable Debt” in respect of any lease means, at the time of determination,
the present value (discounted at the rate of interest implicit in the terms of the lease) of the obligation of the lessee for net rental payments during the remaining term of the lease (including any period for which such lease has been extended or
may, at the option of the lessor, be extended). “Net rental payments” under any lease for any period means the sum of the rental and other payments required to be paid in such period by the lessee thereunder, not including, however,
any amounts required to be paid by such lessee (whether or not designated as rental or additional rental payments) on account of maintenance and repairs, insurance, taxes, assessments or similar charges required to be paid by such lessee thereunder
or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, maintenance and repairs, insurance, taxes, assessments or similar charges. 

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the
Trustee to authenticate Securities of one or more series. 
 “Bankruptcy Default” has the meaning specified in
Section 5.01. 
 “Board of Directors” means, with respect to the Company, either the board of directors of the Company
or any duly authorized committee of that board and, with respect to any Guarantor, the board of directors or any duly authorized committee of that board. 

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company or any
Guarantor to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. 

“Business Day” when used with respect to any Place of Payment, means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions, in that Place of Payment are authorized or required by law, regulation or executive order to close. 

“Capital Lease” means, with respect to any Person, any lease of any property which, in conformity with generally accepted
accounting principles, is required to be capitalized on the balance sheet of such Person. 
 “Capital Stock” means, with
respect to any Person, any and all shares of stock of a corporation, partnership interests or other equivalent interests (however designated, whether voting or non-voting) in such Person’s equity, entitling the holder to receive a share of the
profits and losses, and a distribution of assets, after liabilities, of such Person. 
 “Commission” means the Securities
and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time. 

  
 2 








 “Company” means the Person named as the “Company” in the first
paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person. 

“Company Request” or “Company Order” means a written request or order signed in the name of the Company by
its Chairman of the Board, its President or a Vice President, and by its Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee. 

“Consolidated Net Tangible Assets” means, at the date of determination, the aggregate amount of assets (less applicable
reserves and other properly deductible items) after deducting therefrom (a) all current liabilities (excluding any indebtedness for money borrowed having a maturity of less than 12 months from the date of the then most recent consolidated
quarterly balance sheet of the Company but which by its terms is renewable or extendible beyond 12 months from such date at the option of the borrower) and (b) all goodwill, trade names, patents, unamortized debt discount and expense and
any other like intangibles, all as set forth on the Company’s then most recent consolidated quarterly balance sheet and computed in accordance with generally accepted accounting principles. 

“Corporate Trust Office” means the designated office of the Trustee or the Security Registrar, as the case may be, at which
at any particular time its corporate trust business will be administered, which office for the Trustee as of the date hereof is located at Wells Fargo Bank, National Association, Corporate Trust Services, 150 East 42nd Street, 40th Floor, New York,
New York 10017, Attn: Administrator for Medtronic. 
 “Corporation” means a corporation, association, company, joint-stock
company or business trust. 
 “Covenant Defeasance” has the meaning specified in Section 13.03. 

“Covidien Acquisition” means, the acquisition by New Medtronic and Makani II Limited of Covidien plc, in accordance with the
Transaction Agreement, pursuant to an Irish Scheme of Arrangement under Section 201, and a capital reduction under Sections 72 and 74, of the Irish Companies Act of 1963. 

“Debt” means, with respect to any Person, without duplication, 

(i) all indebtedness of such Person for borrowed money; and 

(ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments. 

The amount of Debt of any Person will be deemed to be: 

(A) with respect to Debt secured by a Lien on an asset of such Person but not otherwise the obligation, contingent or
otherwise, of such Person, the lesser of (x) the fair market value of such asset on the date the Lien attached and (y) the amount of such Debt; 

  
 3 








 (B) with respect to any Debt issued with original issue discount, the face amount
of such Debt less the remaining unamortized portion of the original issue discount of such Debt; and 
 (C) otherwise, the
outstanding principal amount thereof. 
 “Default” has the meaning specified in Section 6.02. 

“Defaulted Interest” has the meaning specified in Section 3.07. 

“Defeasance” has the meaning specified in Section 13.02. 

“Depositary” means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global
Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 3.01. 

“Event of Default” has the meaning specified in Section 5.01. 

“Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time
to time. 
 “Expiration Date” has the meaning specified in Section 1.04. 

“Funded Debt” means Debt which by its terms matures at or is extendible or renewable at the option of the obligor to a date
more than 12 months after the date of the creation of such Debt. 
 “Global Security” means a Security that evidences
all or part of the Securities of any series and bears the legend set forth in Section 2.04 (or such legend as may be specified as contemplated by Section 3.01 for such Securities). 

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt or
other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Debt or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (ii) entered into for purposes of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof, in whole or in
part; provided that the term “Guarantee” does not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning. 

“Guarantor” means any Affiliate of the Company that executes a Note Guarantee in accordance with the provisions of this
Indenture and its respective successors. 
 “Holder” means a Person in whose name a Security is registered in the Security
Register. 

  
 2 








 “Incur” means, with respect to any Debt, to incur, create, issue, assume or
Guarantee such Debt. If any Person becomes a Restricted Subsidiary on any date after the date of the Indenture, the Debt of such Person outstanding on such date will be deemed to have been Incurred by such Person on such date for purposes of
Section 10.06. The accretion of original issue discount or payment of interest in kind will not be considered an Incurrence of Debt. 

“Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part
of and govern this instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of a particular series of Securities established as contemplated by Section 3.01. 

“Interest” when used with respect to an Original Issue Discount Security which by its terms bears interest only after
Maturity, means interest payable after Maturity. 
 “Interest Payment Date”, when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security. 
 “Investment Company Act” means the Investment
Company Act of 1940 and any statute successor thereto, in each case as amended from time to time. 
 “Lien” means any
mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or Capital Lease). 

“Mandatorily Redeemable Notes” means the Securities of any series that is identified as being subject to redemption in
accordance with Section 3.01 and Section 11.08. 
 “Maturity” when used with respect to any Security, means the
date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 

“Medtronic Luxco” means Medtronic Global Holdings SCA, a partnership limited by shares (société en
commandite par actions) incorporated under the laws of the Grand-Duchy of Luxembourg. 
 “Mortgage” means any mortgage,
pledge, lien or other encumbrance. 
 “New Medtronic” means Medtronic Holdings Limited, an Irish limited liability company
and, upon and subsequent to the Covidien Acquisition (or at such earlier time as such company may change its name and corporate form), Medtronic plc, an Irish public limited company. 

“Note Guarantee” means any Guarantee of the Securities that may from time to time be entered into by an Affiliate of the
Company. 
 “Notice of Default” means a written notice of the kind specified in Section 5.01(e). 

  
 3 








 “Officers’ Certificate” means a certificate signed by the Chairman of the
Board, the President or Chief Executive Officer or a Vice President, and by the Chief Financial Officer, the Treasurer or any Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company or any Guarantor, and delivered to the
Trustee. 
 “Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Company
or any Guarantor, and who shall be acceptable to the Trustee. 
 “Original Issue Discount Security” means any Security
which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02. 

“Outstanding” when used with respect to Securities, means, as of the date of determination, all Securities theretofore
authenticated and delivered under this Indenture (including Securities held by the Company or an Affiliate of the Company), except: 

(1) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; 

(2) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying
Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of
such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; 
 (3)
Securities as to which Defeasance has been effected pursuant to Section 13.02; and 
 (4) Securities which have been paid or in exchange
for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such
Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding
Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be
Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 5.02, (B) if, as of such date, the principal amount payable
at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 3.01, (C) the principal
amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 3.01,
of the principal amount of such Security (or, in the case of a Security 

  
 4 








 
described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and (D) Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice,
consent, waiver or other action, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such
other obligor. 
 “Paying Agent” means any Person authorized by the Company to pay the principal of or any premium or
interest on any Securities on behalf of the Company. 
 “Permitted Debt” has the meaning assigned to such term in
Section 10.06. 
 “Person” means any individual, corporation, partnership, joint venture, trust, unincorporated
organization, limited liability company or government or any agency or political subdivision thereof. 
 “Place of Payment”
when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 3.01. 

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt
as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed
to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 
 “Principal Property” means any plant,
office facility, warehouse, distribution center or equipment located within the U.S. (other than its territories or possessions) and owned by the Company or any Subsidiary, the gross book value (without deduction of any depreciation reserves) of
which on the date as of which the determination is being made exceeds 1% of Consolidated Net Tangible Assets, except any such property which the Company’s Board of Directors, in its good faith opinion, determines is not of material importance
to the business conducted by the Company and its Subsidiaries, taken as a whole, as evidenced by a Board Resolution. 
 “Redemption
Date” when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. 

“Redemption Price” when used with respect to any Security to be redeemed, means the price at which it is to be redeemed
pursuant to this Indenture. 

  
 5 








 “Regular Record Date” for the interest payable on any Interest Payment Date on
the Securities of any series means the date specified for that purpose as contemplated by Section 3.01. 
 “Responsible
Officer” when used with respect to the Trustee, means any officer in the Corporate Trust Office of the Trustee or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject, in each case who shall have direct
responsibility for the administration of this Indenture. 
 “Restricted Subsidiary” means any Subsidiary of the Company
which owns or leases a Principal Property. 
 “Sale and Leaseback Transaction” means, with respect to any Person, an
arrangement whereby such Person enters into a lease of property previously transferred by such Person to the lessor. 

“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities
authenticated and delivered under this Indenture. 
 “Securities Act” means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time. 
 “Security Register” and “Security
Registrar” have the respective meanings specified in Section 3.05. 
 “Special Mandatory Redemption Date”
means the date fixed for the payment of the Special Mandatory Redemption Price in the Special Mandatory Redemption Notice. 

“Special Mandatory Redemption Notice” has the meaning assigned to such term in Section 11.09(a). 

“Special Mandatory Redemption Price” has the meaning assigned to such term in Section 11.08. 

“Special Mandatory Redemption Triggering Date” means March 15, 2015; provided, however, that such date may be extended
by the Company on one or more occasions to a date no later than June 15, 2015, in the event that all of the conditions to the consummation of the Covidien Acquisition have been satisfied or are capable of being satisfied other than the
conditions relating to antitrust approvals (as described in Section 7.2 of the Transaction Agreement). In any case, (A) the Special Mandatory Redemption Triggering Date shall only be extended if and when the End Date (as defined in the
Transaction Agreement) is extended pursuant to Section 7.2 of the Transaction Agreement, and the Special Mandatory Redemption Triggering Date, as so extended, shall be the same date as the End Date, as so extended, and (B) if the Special
Mandatory Redemption Triggering Date is extended in accordance with the foregoing, the term “Special Mandatory Redemption Triggering Date” shall mean such date as so extended. The Trustee shall have no responsibility to monitor when the
Special Mandatory Redemption Triggering Date has occurred. 

  
 6 








 “Special Record Date” for the payment of any Defaulted Interest means a date
fixed by the Trustee pursuant to Section 3.07. 
 “Stated Maturity” when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. 

“Subsidiary” means a corporation, partnership or other legal entity of which, in the case of a corporation, more than 50% of
the outstanding voting stock is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries or, in the case of any partnership or other legal entity, more than 50% of the
ordinary equity capital interests is, at the time, directly or indirectly owned or controlled by the Company or by one or more of the Subsidiaries or by the Company and one or more of the Subsidiaries. For the purposes of this definition,
“voting stock” means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. 

“Successor Security” of any particular Security means every Security issued after, and evidencing all or a portion of the
same debt as that evidenced by, such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall
be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 
 “Transaction Agreement” means
the Transaction Agreement dated as of June 15, 2014 among the Company, Medtronic Holdings Limited, Makani II Limited, Aviation Acquisition Co., Inc, Aviation Merger Sub, LLC and Covidien plc. 

“Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. § 77aaa-77bbbb) as in force at the date as of
which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended. 
 “Trustee” means the Person named as the “Trustee” in the first
paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and
if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. 

“U.S. Government Obligation” has the meaning specified in Section 13.04. 

  
 7 








 “Vice President” when used with respect to the Company or the Trustee, means any
vice president, whether or not designated by a number or a word or words added before or after the title “vice president.” 

Section 1.02 Compliance Certificates and Opinions. 

Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee an Officers’ Certificate and an Opinion of Counsel. Each such Officers’ Certificate and Opinion of Counsel shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this
Indenture. 
 Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall
(except for certificates provided in Section 10.04) include: 
 (a) a statement that each individual signing such certificate or opinion
has read such covenant or condition and the definitions herein relating thereto; 
 (b) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
 (c) a statement
that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. 

Section 1.03 Form of Documents Delivered to Trustee. 

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 
 Any
certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. 

  
 8 








 Where any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 

Section 1.04 Acts of Holders; Record Dates. 

Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given,
made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. 

The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of
the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 
 The ownership of Securities
shall be proved by the Security Register. 
 Any request, demand, authorization, direction, notice, consent, waiver or other Act of the
Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered
to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security. 
 The
Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series, provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the
giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other
Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by
Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to 

  
 9 








 
prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the
relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration
Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.06. 

The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to
join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.02, (iii) any request to institute proceedings referred to in Section 5.07(b), or (iv) any
direction referred to in Section 5.12, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders,
shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action
for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at
the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set
forth in Section 1.06. 
 With respect to any record date set pursuant to this Section, the party hereto which sets such record dates
may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration
Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 1.06, on or prior to the existing Expiration Date. If an Expiration Date is not designated with
respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right
to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date. 

Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. 

  
 10 








 Section 1.05 Notices, Etc., to Trustee and Company. 

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with: 
 (a) the Trustee by any Holder or by the Company shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Division, or 

(b) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if
in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument, Attention: General Counsel with a
copy to Attention: Treasury Department or at any other address previously furnished in writing to the Trustee by the Company. 

Section 1.06 Notice to Holders; Waiver. 

Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date (if any), and not
earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 

Section 1.07 Conflict with Trust Indenture Act. 

If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under such Act to be a
part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be. 

  
 11 








 Section 1.08 Effect of Headings and Table of Contents. 

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 

Section 1.09 Successors and Assigns. 

All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 

Section 1.10 Separability Clause. 

In case any provision or any portion of any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 1.11 Benefits of Indenture. 

Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 

Section 1.12 Governing Law; Waiver of Jury Trial; Consent to Jurisdiction. 

This Indenture and the Securities shall be governed by and construed in accordance with the law of the State of New York and of the United
States. 
 EACH OF THE COMPANY, THE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY 

To the fullest extent permitted by applicable law, the Company hereby irrevocably submits to the jurisdiction of any Federal or State court
located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Indenture or any Securities and irrevocably agrees that all claims in respect of such suit or
proceeding may be determined in any such court. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient
forum. The Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, and may be enforced in any courts to the jurisdiction of which the Company is subject by a
suit upon such judgment, provided, that service of process is effected upon the Company in the manner specified herein or as otherwise permitted by law. 

  
 12 








 Section 1.13 Legal Holidays. 

In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or
at the Stated Maturity. 
 Section 1.14 USA Patriot Act. 

The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions
and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The
parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act. 

Section 1.15 Force Majeure. 

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of
or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances. 
 ARTICLE 2 

SECURITY FORMS 

Section 2.01 Forms Generally. 

The Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the
Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.03 for the authentication and delivery of such Securities. 

  
 13 








 The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or
may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. 

Section 2.02 Form of Face of Security. 

[Insert any legend required by the Internal Revenue Code and the Securities Act and the regulations under each of them.] 

 

									
	No.	 	 	 		 	$	  	 

 Medtronic, Inc., a corporation duly incorporated and subsisting under the laws of the State of Minnesota
(herein called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of
             Dollars on                      and to pay interest thereon
from                      or from the most recent Interest Payment Date to which interest has been paid or duly provided for,
                     on
                     and
                     in each year, commencing
                    , at the rate of     % per annum, until the principal hereof is paid or made available for
payment. [If applicable then insert — provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of     % per annum (to the extent that the
payment of such interest shall be legally enforceable), from the date such amounts are due until they are paid or made available for payment, and such interest on any overdue interest shall be payable on demand.] 

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the
                     or
                     (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in
said Indenture. 
 [If the Security is not to bear interest prior to Maturity, insert — The principal of this Security shall not
bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of
    % per annum (to the extent that the 

  
 14 








 
payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall
be payable on demand. [Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of .% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the
date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.]] 

Payment of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security will be made at
the office or agency of the Trustee maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable,
insert —; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register]. 

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal. 
  

					
		  	Medtronic, Inc.
			
		  	By:	  	 
		
	Attest:	  	
			
	 	  		  	
			
	Attest:	  	By:	  	 
		
	 	  	

 Section 2.03 Form of Reverse of Security. 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to
be issued in one or more series under an Indenture, dated as of December 10, 2014 (herein called the “Indenture”, which term shall have the meaning 

  
 15 








 
assigned to it in such instrument), between the Company and Wells Fargo Bank, National Association, as Trustee (herein called the “Trustee”, which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the
terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to
$            . The Company may at any time issue additional securities under the Indenture in unlimited amounts having the same terms as the Securities; provided that no additional
securities of a series may be issued if an Event of Default has occurred and is continuing with respect to such series of securities. 

[If applicable, insert — The Securities of this series are subject to redemption, as a whole or from time to time in part, upon
not less than 30 nor more than 60 days’ notice mailed to each Holder of Securities to be redeemed at his address as it appears in the Securities Register, on any date prior to their Stated Maturity at a Redemption Price equal to the
greater of (i) 100% of the principal amount of such Securities to be redeemed, plus accrued interest thereon to the Redemption Date or (ii) as determined by a Quotation Agent (as defined below), the sum of the present values of the
remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate (as defined below), [If applicable, insert — plus      basis points,] plus accrued interest thereon to the Redemption Date; provided that unless the Company defaults
in payment of the Redemption Price, on or after the Redemption Date, interest will cease to accrue on the Securities or portions thereof called for redemption. 

“Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent
yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. “Comparable Treasury
Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Securities to be redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities. “Comparable Treasury Price” means, with respect to any Redemption Date, (1) the
average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, (2) if the Company obtains fewer than three Reference Treasury Dealer Quotations, the
average of all Reference Treasury Dealer Quotations so received or (3) if only one Reference Treasury Dealer Quotation is received, such quotation. “Quotation Agent” means the Reference Treasury Dealer appointed by the Company.
“Reference Treasury Dealer” means (i) [Name of Reference Dealer] and its respective successors; provided, however, that, if the foregoing shall cease to be a primary U.S. Government securities dealer in New York
City (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Company. “Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.] 

  
 16 








 [If applicable, insert — The Securities of this series are subject to redemption upon
not less than 30 days’ notice by mail, [if applicable, insert — (1) on                      in any year commencing
with the year                      and ending with the year
                     through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [if applicable, insert — on or after                     ,
                    ], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of
the principal amount): If redeemed [if applicable, insert — on or before                     ,     %,
and if redeemed] during the 12-month period beginning                      of the years indicated, 

 

							
	 Year
	  	 Redemption Price
	  	 Year
	  	 Redemption Price



and thereafter at a Redemption Price equal to     % of the principal amount, together in the case of any such redemption [if
applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the
Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] 

[If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’ notice by
mail, (1) on                      in any year commencing with the year
                     and ending with the year              through
operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable,
insert — on or after                     ], as a whole or in part, at the election of the Company, at the Redemption Prices for
redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning
                     of the years indicated, 
  

					
	 Year
	  	 Redemption Price For
Redemption Through
Operation
of the Sinking Fund
	  	 Redemption Price For Redemption Otherwise
Than
Through Operation of the Sinking Fund


 and thereafter at a Redemption Price equal to     % of the
principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] 

  
 17 








 [If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to
                    , redeem any Securities of this series as contemplated by [if applicable, insert — Clause (2) of] the
preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial
practice) of less than     % per annum.] 
 [If applicable, insert — The sinking fund for this series provides for
the redemption on in each year beginning with the year and ending with the year          of [if applicable, insert — not less than
$             (“mandatory sinking fund”) and not more than] $             aggregate principal amount of
Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable, insert — mandatory] sinking fund payments may be credited against subsequent [if applicable, insert
— mandatory] sinking fund payments otherwise required to be made [if applicable, insert — , in the inverse order in which they become due].] 

[If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] 

[If applicable, insert paragraph regarding subordination of the Security.] 

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. 
 [If
the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable
in the manner and with the effect provided in the Indenture.] 
 [If the Security is an Original Issue Discount Security, insert
— If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest
(in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall
terminate.] 
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture also contains 

  
 18 








 
provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of at least 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as
Trustee and offered the Trustee indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 
 No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and
rate, and in the coin or currency, herein prescribed. 
 As provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this
Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or the Holder’s attorney duly authorized in writing,
and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Securities of this series are issuable only in registered form without coupons in denominations of
$             and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 

No service charge shall be made to a Holder for any such registration of transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection therewith. 

  
 19 








 Prior to due presentment of this Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary. 
 All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture. 
 Section 2.04 Form of Legend for Securities. 

Unless otherwise specified as contemplated by Section 3.01 for the Securities evidenced thereby, every Security authenticated and
delivered hereunder shall bear one or more of the appropriate legends in substantially the following forms as relevant below: 
 [If the
Security is a Global Security, then insert – THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.] 
 [If the Security is a Global Security and The Depository Trust Company is to be the Depositary therefor, then
insert – UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER 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 AN INTEREST HEREIN.] 

Section 2.05 Form of Trustee’s Certificate of Authentication. 

The Trustee’s certificates of authentication shall be in substantially the following form: 

This is one of the Securities of the series designated therein referred to in the within-mentioned
Indenture. 

  
 20 








 Dated: 
  

			
	Wells Fargo Bank National Association, as Trustee
		
	By:	 	 
		 	Authorized Signatory


 Section 2.06 CUSIP Numbers. 

The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use
“CUSIP” numbers in notices of redemption as a convenience to Holders; provided that the Trustee shall have no liability for any defect in the “CUSIP” numbers as they appear on the any Security, notice or elsewhere, and,
provided further that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the
other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the “CUSIP”
numbers. 
 ARTICLE 3 

THE SECURITIES 

Section 3.01 Amount Unlimited; Issuable in Series. 

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. Additional Securities
of any series of Securities authenticated and delivered under this Indenture may be authenticated and delivered hereunder at any time, having the same terms as, treated as a single class (for all purposes under this Indenture) with, and in aggregate
principal amounts that exceed the aggregate principal amount of, such previously authenticated and delivered Securities. 
 The Securities
may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.03, set forth, or determined in the manner provided in, an Officers’ Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any series: 
 (a) the title of the Securities of the series (which
shall distinguish the Securities of the series from Securities of any other series); 
 (b) any limit upon the aggregate principal amount of
the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series
pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder); 

  
 21 








 (c) the Person to whom any interest on a Security of the series shall be payable, if other than
the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; 

(d) the date or dates on which the principal of any Securities of the series is payable; 

(e) the rate or rates at which any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall
accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any such interest payable on any Interest Payment Date; 

(f) the place or places where the principal of and any premium and interest on any Securities of the series shall be payable; 

(g) the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series may
be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced; 

(h) the obligation, if any, of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant
to such obligation; 
 (i) the obligation, if any, of the Company to mandatorily redeem or purchase any Securities of the series, including
the price or prices at which and the terms and conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 

(j) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall be
issuable; 
 (k) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to
an index or pursuant to a formula, the manner in which such amounts shall be determined; 
 (l) if other than the currency of the United
States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United
States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.01; 
 (m) if
the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are
stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon
which such election is to be made and the amount so payable (or the manner in which such amount shall be determined); 

  
 22 








 (n) if other than the entire principal amount thereof, the portion of the principal amount of any
Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02; 

(o) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates
prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any
Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined); 

(p) if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.02 or
Section 13.03 or both such Sections and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced; 

(q) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in
such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.04 and any circumstances in addition
to or in lieu of those set forth in Clause (2) of the last paragraph of Section 3.05 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in
part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof; 
 (r) any
addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to
Section 5.02; 
 (s) any addition to or change in the covenants set forth in Article 10 which applies to Securities of the series;

 (t) whether the Securities of the series are subject to a guarantee in accordance with Article 14; 

(u) whether the Securities of the series are subject to a registration rights agreement pursuant to which additional interest may be payable on
such Securities; and 
 (v) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture,
except as permitted by Section 9.01(e)). 
 All Securities of any one series shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.03) set forth, or determined in the manner provided in, the Officers’ Certificate referred to above or in any such
indenture supplemental hereto. 

  
 23 








 If any of the terms of the series are established by action taken pursuant to a Board Resolution,
a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the
series. 
 Section 3.02 Denominations. 

The Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as
contemplated by Section 3.01. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any multiple thereof. 

Section 3.03 Execution, Authentication, Delivery and Dating. 

The Securities shall be executed on behalf of the Company by any two of its Chairman of the Board, Chief Executive Officer, its President, its
Chief Financial Officer, its Treasurer or one of its Vice Presidents, under its corporate seal reproduced thereon attested by any of the aforementioned officers. The signature of any of these officers on the Securities may be manual or facsimile.

 Securities bearing the manual or facsimile signatures of individuals who are the proper officers of the Company at the time of execution
of such Security shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices. 
 At any
time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board
Resolutions as permitted by Sections 2.01 and 3.01, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to
Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating: 
 (a) if the form of such Securities has been
established by or pursuant to Board Resolution as permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture; 

(b) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.01, that such terms
have been established in conformity with the provisions of this Indenture; and 
 (c) that such Securities, when authenticated and delivered
by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in


  
 24 








 
accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’
rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 

If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. 

Notwithstanding the provisions of Section 3.01 and of the preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior
to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. 

Each Security shall be dated the date of its authentication. 

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has
been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. 

Section 3.04 Temporary Securities. 

Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. 

If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at
the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall
authenticate and deliver in exchange 

  
 25 








 
therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities of
any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor. 

Section 3.05 Registration, Registration of Transfer and Exchange; Certain Transfers and Exchanges. 

(a) Registration, Registration of Transfer and Exchange Generally. The Company shall cause to be kept at the Corporate Trust Office of
the Security Registrar designated pursuant to this Section 3.05 a register (being the combined register of the Security Registrar and all Co-Security Registrars and herein sometimes collectively referred
to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. Wells Fargo Bank, National
Association, is hereby initially appointed Security Registrar, and the Trustee is hereby initially appointed Co-Security Registrar, in each case for the purpose of registering Securities and transfers of Securities as herein provided. The Company,
with prior notice to the Trustee, may (i) replace the Security Registrar with an entity that satisfies the eligibility requirements of a Trustee under Section 6.09 and (ii) remove or add Co-Security Registrars. A Security Registrar or
Co-Security Registrar shall not be liable for the acts or omissions of any other Security Registrar or Co-Security Registrar, as the case may be. The Trustee shall have the right to inspect the register of the Security Registrar (and any Co-Security
Registrar) at all reasonable times and may request and rely upon a certificate of a duly authorized officer of the Security Registrar (and any Co-Security Registrar) as to the names and addresses of Holders and the principal amounts and numbers of
the Securities held thereby and such other matters as the Trustee may reasonably request. 
 The Company hereby initially selects the
Corporate Trust Office of the Trustee, located at Wells Fargo Bank, National Association, Corporate Trust Services, 150 East 42nd Street, 40th Floor, New York, New York 10017, Attn: Administrator for Medtronic, as the office or agency of the Company
in the Borough of Manhattan, The City of New York, where the Securities may be presented or surrendered for payment and where the Securities may be surrendered for registration of transfer or exchange in accordance with Section 10.02. 

Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and
aggregate principal amount. 
 At the option of the Holder, Securities of any series may be exchanged for other Securities of the same
series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute,
and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 

  
 26 








 All Securities issued upon any registration of transfer or exchange of Securities shall be the
valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 

Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be
duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. 

No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

 If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required
(A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of any such Securities selected for redemption under Section 11.03 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption
in whole or in part, except the unredeemed portion of any Security being redeemed in part. 
 The provisions of Clauses (1), (2), (3), and
(4) below shall apply only to Global Securities: 
 (1) Each Global Security authenticated under this Indenture shall be registered in
the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of
this Indenture. 
 (2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for
Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has
notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, and, in each case, a successor depositary is not appointed by
the Company within 90 days of such notice or after the Company becomes aware of such cessation, (B) the Company in its sole discretion determines that such Global Security shall be exchangeable for definitive registered Securities and
executes and delivers to the Security Registrar a Company Order providing that such Global Security shall be so exchangeable, (C) there shall have occurred and be continuing an Event of Default with respect to such Global Security or
(D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.01. 

  
 27 








 (3) Subject to Clause (2) above, any exchange of a Global Security for other Securities may
be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct. 

(4) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any
portion thereof, whether pursuant to this Section, Section 3.04, 3.06, 9.06 or 11.07 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person
other than the Depositary for such Global Security or a nominee thereof. 
 Section 3.06 Mutilated, Destroyed, Lost and
Wrongfully Taken Securities. 
 If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 

If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any
Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a
protected purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or wrongfully taken Security, a new Security of the same series and of like tenor and principal amount and bearing a
number not contemporaneously outstanding. 
 In case any such mutilated, destroyed, lost or wrongfully taken Security has become or is about
to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 
 Upon the issuance of
any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the
Trustee) connected therewith. 
 Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or
wrongfully taken Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or wrongfully taken Security shall be at any time enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder. 
 The
provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or wrongfully taken Securities. 

  
 28 








 Section 3.07 Payment of Interest; Interest Rights Preserved. 

Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, interest on any Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for
such interest. 
 Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in Clause (a) or (b) below: 
 (a) The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be
fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment,
such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall
be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such
series in the manner set forth in Section 1.06, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted
Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the
following Clause (b). 
 (b) The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful
manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment
pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee. 
 Subject to the foregoing provisions of this
Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other
Security. 

  
 29 








 Section 3.08 Persons Deemed Owners. 

Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 3.07) any interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. 

Section 3.09 Cancellation. 

All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall,
if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not
issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by
this Indenture. All cancelled Securities held by the Trustee shall be disposed of in accordance with the Trustee’s customary procedures. 

Section 3.10 Computation of Interest. 

Except as otherwise specified as contemplated by Section 3.01 for Securities of any series, interest on the Securities of each series
shall be computed on the basis of a 360-day year of twelve 30-day months. 
 ARTICLE 4 

SATISFACTION AND DISCHARGE 

Section 4.01 Satisfaction and Discharge of Indenture. 

This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: 

(a) either (i) all Securities theretofore authenticated and delivered (other than (A) Securities which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 3.06 and (B) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or 

  
 30 








 (ii) all such Securities not theretofore delivered to the Trustee for
cancellation (A) have become due and payable, or (B) will become due and payable at their Stated Maturity within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the
giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of subclauses (ii)(A), (B), or (C) above, has deposited or caused to be deposited with the Trustee as trust funds in
trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in
the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 
 (b) the
Company has paid or caused to be paid all other sums payable hereunder by the Company; and 
 (c) the Company has delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.07, the
obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of Clause (a) of this Section, the obligations of the Trustee under
Section 4.02 and the last paragraph of Section 10.03 shall survive. 
 Section 4.02 Application of Trust Money.

 Subject to the provisions of the last paragraph of Section 10.03, all money deposited with the Trustee pursuant to
Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as
the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee. 

ARTICLE 5 

REMEDIES 

Section 5.01 Events of Default. 

“Event of Default” wherever used herein with respect to Securities of any series, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or
governmental body): 
 (a) default in the payment of any interest upon any Security of that series when it becomes due and payable, and
continuance of such default for a period of 30 days; or 

  
 31 








 (b) default in the payment of the principal of or any premium on any Security of that series at
its Maturity, upon acceleration or redemption, or otherwise; or 
 (c) default in the deposit of any sinking fund payment, when and as due by
the terms of a Security of that series; or 
 (d) the Company defaults in any of its obligations under Section 11.08 and
Section 11.09 (other than defaults covered in clauses (a) and (b) above); or 
 (e) default in the performance, or breach, of
any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture
solely for the benefit of series of Securities other than that series), and continuance of such default or breach for a period of 60 consecutive days after there has been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a
“Notice of Default” hereunder; or 
 (f) there occurs with respect to any Debt of the Company or any of its Restricted
Subsidiaries having an outstanding principal amount of $100,000,000 or more in the aggregate for all such Debt of all such Persons (i) an event of default that results in such Debt being due and payable prior to its scheduled maturity or
(ii) failure to make a principal payment when due at maturity; or 
 (g) failure by either New Medtronic or Medtronic Luxco to provide a
Note Guarantee of the Securities by the end of the third Business Day following the consummation of the Covidien Acquisition in accordance with Section 10.09, and continuance of such default for a period of 30 days; or 

(h) any Note Guarantee, if any, ceases to be in full force and effect or is declared to be null and void and unenforceable or any Note
Guarantee is found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Guarantor in accordance with the terms of this Indenture); or 

(i) an involuntary case or other proceeding is commenced against the Company or any Guarantor with respect to it or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other
proceeding remains undismissed and unstayed for a period of 60 days; or an order for relief is entered against the Company or any Guarantor under the federal bankruptcy laws or, in the case of a Guarantor, the laws of such Guarantor’s
jurisdiction of organization, as now or hereafter in effect; or 
 (j) the Company or any Guarantor (i) commences a voluntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a
receiver, liquidator, assignee, custodian, trustee, 

  
 32 








 
sequestrator or similar official of the Company or such Guarantor or for all or substantially all of the property and assets of the Company or such Guarantor or (iii) effects any general
assignment for the benefit of creditors (an event of default specified in clause (i) or (j) a “Bankruptcy Default”); or 

(k) any other Event of Default provided with respect to Securities of that series. 

Section 5.02 Acceleration of Maturity; Rescission and Annulment. 

If an Event of Default (other than a Bankruptcy Default) with respect to Securities of any series at the time Outstanding occurs and is
continuing, then in every such case the Trustee or the Holders of at least 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that
series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by
Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If a Bankruptcy Default with respect to Securities of any series at the time Outstanding occurs, the principal amount of
all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) shall automatically, and without any
declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. 
 At any time after such a
declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in
principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: 

(a) the Company has paid or deposited with Trustee a sum sufficient to pay: 

(i) all overdue interest on all Securities of that series, 

(ii) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such
declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities, and 

(iii) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed
therefor in such Securities, if any; 
 (b) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel; 
 and 

(c) all Events of Default with respect to Securities of that series, other than the non-payment of the
principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. 

  
 33 








 No such rescission shall affect any subsequent default or impair any right consequent thereon.

 Section 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee. 

The Company covenants that if: 

(a) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a
period of 30 days, or 
 (b) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity
thereof, 
 the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable
on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed
therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel. 
 If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion
proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 

Section 5.04 Trustee May File Proofs of Claim. 

In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the
Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee
any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07. 

No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee. 

  
 34 








 Section 5.05 Trustee May Enforce Claims Without Possession of Securities. 

All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of
any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

 Section 5.06 Application of Money Collected. 

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 

FIRST: To the payment of all amounts due the Trustee under Section 6.07; and 

SECOND: To the payment of the amounts then due and unpaid for principal of and any premium and interest on the Securities in
respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and any premium and interest, respectively.

 Section 5.07 Limitation on Suits. 

No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: 
 (a) such Holder has previously
given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; 
 (b) the Holders of not
less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 

(c) such Holder or Holders have offered to the Trustee indemnity against the costs, expenses and liabilities to be incurred in compliance with
such request; 
 (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute
any such proceeding; and 

  
 35 








 (e) no direction inconsistent with such written request has been given to the Trustee during such
60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; 
 it being understood and intended that no one
or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority
or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders (it being understood that the Trustee does not have an
affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders). 

Section 5.08 Unconditional Right of Holders To Receive Principal, Premium and Interest. 

Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section 3.07) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute
suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 

Section 5.09 Restoration of Rights and Remedies. 

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, any Guarantors, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. 

Section 5.10 Rights and Remedies Cumulative. 

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy. 

  
 36 








 Section 5.11 Delay or Omission Not Waiver. 

No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 
 Section 5.12 Control by Holders.

 The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that: 

(a) such direction shall not be in conflict with any rule of law or with this Indenture, 

(b) such direction is not unduly prejudicial to the rights of the Holders, 

(c) such direction will not involve the Trustee in personal liability or expense for which the Trustee has not received a satisfactory
indemnity, and 
 (d) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. 

Section 5.13 Waiver of Past Defaults. 

The Holders of not less than a majority in principal amount of the Outstanding Securities of any series by notice to the Trustee may on behalf
of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default: 

(a) in the payment of the principal of or any premium or interest on any Security of such series, or 

(b) in respect of a covenant or provision hereof which under Article 9 cannot be modified or amended without the consent of the Holder of
each Outstanding Security of such series affected. 
 Upon any such waiver, such default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 

Section 5.14 Undertaking for Costs. 

In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, a court may require 

  
 37 








 
any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs, including attorney’s fees and expenses, against any such party litigant, in the
manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit
instituted by the Company or the Trustee. 
 Section 5.15 Waiver of Usury, Stay or Extension Laws. 

The Company and each Guarantor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company and each
Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been enacted. 
 ARTICLE 6 

THE TRUSTEE 

Section 6.01 Certain Duties and Responsibilities. 

The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of
this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section. 
 (a) Except during
the continuance of an Event of Default: 
 (i) the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 

(ii) in the absence of willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein). 
 (b) If an Event of Default has occurred and is continuing, the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.


  
 38 








 Section 6.02 Notice of Defaults. 

If a default occurs hereunder with respect to Securities of any series, the Trustee shall give the Holders of Securities of such series notice
of such default as and to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the character specified in Section 5.01(e) with respect to Securities of such series, no such notice
to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series. 
 Section 6.03 Certain Rights of Trustee. 

Subject to the provisions of Section 6.01: 

(a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or
parties; 
 (b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company
Order, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution; 
 (c) whenever in the
administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in
the absence of bad faith on its part, rely upon an Officers’ Certificate; 
 (d) the Trustee may consult with counsel of its choosing
and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 

(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

 (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such
facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; and 

  
 39 








 (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys. 
 (h) in no event shall the Trustee be responsible or liable for special, indirect,
punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 

(i) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. 

(j) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 

(k) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture. 

(l) the Company shall provide to the Trustee on a timely basis such information as the Trustee requires to enable the Trustee to prepare and
file any form required to be submitted by the Company with the Internal Revenue Service and the Holders of the Notes relating to original issue discount. 

Section 6.04 Not Responsible for Recitals or Issuance of Securities. 

The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements
of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof. 

Section 6.05 May Hold Securities. 

The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent. 

  
 40 








 Section 6.06 Money Held in Trust. 

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company. 

Section 6.07 Compensation and Reimbursement. 

The Company agrees: 
 (a) to pay
to the Trustee from time to time compensation for all services rendered by it hereunder (which compensation shall be agreed upon in writing from time to time between the Trustee and the Company and shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust); 
 (b) except as otherwise expressly provided herein, to reimburse the Trustee
upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; and 
 (c) to
indemnify each of the Trustee or any predecessor Trustee and their agents for, and to hold them harmless against, any and all loss, damage, claims, liability or expense, including taxes (other than taxes based upon, measured by or determined by the
income of the Trustee), arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Company, or any Holder or
any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section, except to the extent that such loss, damage, claim, liability or
expense is due to its own negligence or willful misconduct. 
 To secure the Company’s payment obligations in this Section, the Trustee
shall have a lien prior to the Securities on all money or property held or collected by the Trustee, except that held in trust for the benefit of Holders of Securities to pay principal and interest on particular Securities. 

Without prejudice to its rights hereunder, when the Trustee incurs expenses or renders services after an Event of Default specified in
Section 5.01(i) or Section 5.01(j) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under applicable federal or state bankruptcy, insolvency, reorganization or other similar
law. 
 Section 6.08 Conflicting Interests. 

If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate
such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest
by virtue of being a trustee under this Indenture with respect to Securities of more than one series. 

  
 41 








 Section 6.09 Corporate Trustee Required; Eligibility. 

There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder
for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000. If any such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 

Section 6.10 Resignation and Removal; Appointment of Successor. 

No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11. 
 The Trustee may
resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the
Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series. 
 The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee
within 30 days after the removal of the Trustee, the removed Trustee may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 

If at any time: 
 (a) the Trustee
shall fail to comply with Section 6.08 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or 

(b) the Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Company or by
any such Holder, or 

  
 42 








 (c) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or
a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 

then, in any such case, (i) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or (ii) subject to
Section 5.14, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Securities and the appointment of a successor Trustee or Trustees. 
 If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to
the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable requirements of Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to
the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee
appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 6.11, any Holder who has been a
bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series. 
 The Company shall give notice of each resignation and each removal of the Trustee with respect to the
Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 1.06. Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. 

Section 6.11 Acceptance of Appointment by Successor. 

In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder. The successor Trustee shall mail notice of its succession to the Holders. 

  
 43 








 In case of the appointment hereunder of a successor Trustee with respect to the Securities of one
or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept
such appointment and which (a) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such successor Trustee relates, (b) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee,
and (c) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such
Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company
or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates. 
 Upon request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be. 

No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible
under this Article. 
 Section 6.12 Merger, Conversion, Consolidation or Succession to Business. 

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee (including the trust created by this Indenture), shall be the successor
of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall
have been authenticated, but not 

  
 44 








 
delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so
authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. 
 Section 6.13
Preferential Collection of Claims Against Company. 
 If and when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor). 

Section 6.14 Appointment of Authenticating Agent. 

The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section. 
 The Trustee hereby initially appoints Wells Fargo Bank, National
Association as an Authenticating Agent. The Company hereby deems Wells Fargo Bank, National Association an acceptable Authenticating Agent. 

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate agency or corporate trust business of an Authenticating Agent
(including the authenticating agency contemplated by this Indenture), shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent. 

  
 45 








 An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination,
or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of
such appointment in the manner provided in Section 1.06 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall
become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this
Section. 
 The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this
Section. 
 If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have
endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form: 

This is one of the Securities of the series designated therein referred to in the within-mentioned
Indenture. 
  

			
	Wells Fargo Bank, National Association
		
	By:	 	 
		 	As Authenticating Agent
		
	By:	 	 
		 	Authorized Signatory


 ARTICLE 7 

HOLDERS’ LISTS AND REPORTS BY TRUSTEE
AND COMPANY 
 Section 7.01 Company To Furnish Trustee Names and Addresses of Holders. 

The Company will furnish or cause to be furnished to the Trustee: 

(a) not more than 15 days after each Regular Record Date and in any case at least once every 6 months, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series as of the preceding Regular Record Date, and 

(b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list
of similar form and content as of a date not more than 15 days prior to the time such list is furnished; 

  
 46 








 excluding from any such list names and addresses received by the Trustee in its capacity as Security
Registrar or Co-Security Registrar, as applicable. 
 Section 7.02 Preservation of Information; Communications to Holders.

 The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar or Co-Security Registrar, as applicable. The Trustee may destroy any list
furnished to it as provided in Section 7.01 upon receipt of a new list so furnished. 
 The rights of Holders to communicate with other
Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. 

Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act. 

Section 7.03 Reports by Trustee. 

By no later than May 15 of each year, beginning on May 15, 2015, and for as long as the Securities remain outstanding, the Trustee
shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. 

A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company will promptly notify the Trustee when any Securities are listed on any stock exchange, and any delisting thereof. 

Section 7.04 Reports by Company. 

(a) The Company shall deliver to the Trustee, within 30 days after the Company has filed, or would have been required to file, the same
with the Commission, copies of the annual reports and quarterly reports and of the information, documents and other periodic or current reports (or copies of such portions of any of the foregoing as the Commission may from to time to time by rules
and regulations prescribe) that the Company may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (other than confidential filings, documents subject to confidential treatment and correspondence with
the Commission); provided, however, that in the event that the Company becomes a consolidated subsidiary of any Guarantor that is subject to and in compliance with the reporting obligations pursuant to Section 13 or 15(d) of the Exchange
Act, such obligation may be satisfied by such Guarantor; and provided, further, that the filing of the foregoing documents via the EDGAR system (or any successor electronic filing system) by the Company or any Guarantor of which the Company
is or becomes a consolidated subsidiary that is subject to and in compliance with its reporting obligations pursuant to Section 13 or Section 15(d), shall be deemed to be delivered to the 

  
 47 








 
Trustee as of the time such documents are filed via EDGAR (or such successor system). The Trustee shall have no obligation whatsoever to determine whether or not such information, documents or
reports have been filed via the EDGAR system (or such successor system). 
 (b) If this Indenture is qualified under the Trust Indenture Act,
the Company will comply with Section 314(a) of the Trust Indenture Act. 
 (c) Delivery of any information, documents and reports to the
Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). 

(d) For so long as any of the Securities remain outstanding and constitute “restricted securities” under Rule 144, the Company
will furnish to the Holders of the Securities and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. In the event that the Company becomes a consolidated
subsidiary of any Guarantor that is subject to and in compliance with the reporting obligations pursuant to Section 13 or 15(d) of the Exchange Act, the obligation pursuant to this paragraph (c) may be satisfied by such Guarantor, who may
furnish the information to be delivered pursuant to Rule 144A(d)(4) with respect to such Guarantor. 
 ARTICLE 8 

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

 Section 8.01 Company May Consolidate, Etc., Only on Certain Terms. 

The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: 

(a) in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially
as an entirety shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant
of this Indenture on the part of the Company to be performed or observed; 
 (b) immediately after giving effect to such transaction and
treating any indebtedness which becomes an obligation of the Company or any Restricted Subsidiary as a result of such transaction as having been incurred by the Company or such Restricted Subsidiary at the time of such transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; 

  
 48 








 (c) if, as a result of any such consolidation or merger or such conveyance, transfer or lease,
properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall take such
steps as shall be necessary effectively to secure the Securities equally and ratably with (or prior to) all indebtedness secured thereby; and 

(d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such
transaction have been complied with. 
 Section 8.02 Successor Substituted. 

Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance with Section 8.01, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made
shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a
lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities. 
 ARTICLE 9

 SUPPLEMENTAL INDENTURES 

Section 9.01 Supplemental Indentures Without Consent of Holders. 

Without the consent of the Holders of any series of Securities, the Company, when authorized by a Board Resolution, and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 

(a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein
and in the Securities of any series; or 
 (b) to add to the covenants of the Company or any Guarantor for the benefit of the Holders of all
or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power
herein conferred upon the Company or any Guarantor; or 

  
 49 








 (c) to add any additional Events of Default for the benefit of the Holders of all or any series
of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or 

(d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of
Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or 

(e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that
any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights
of the Holder of any such Security with respect to such provision or (ii) shall become effective only when there is no such Security Outstanding; or 

(f) to secure the Securities; or 

(g) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01; or 

(h) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or 

(i) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (i) shall not adversely affect the interests of the Holders of Securities of any
series; 
 (j) to comply with the rules of any applicable securities depositary; 

(k) to comply with any requirements of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act; or

 (l) to add or release a Guarantor as required or permitted by this Indenture. 

Section 9.02 Supplemental Indentures with Consent of Holders. 

With the consent of the Holders of not less than 50% in principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities 

  
 50 








 
of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:

 (a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or
reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or 

(b) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is
required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture,
or 
 (c) modify any of the provisions of this Section, Section 5.13 or Section 10.09, except to increase any such
percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be
deemed to require the consent of any Holder with respect to changes in the references to the “Trustee” and concomitant changes in this Section and Article 10, or the deletion of this proviso, in accordance with the requirements
of Section 6.11 and Section 9.01(h). 
 Any modification or waiver of the provisions of this Indenture or the terms of the
Securities that relate to Section 11.08 or Section 11.09 for any series of Mandatorily Redeemable Notes shall require the written consent of the holders of at least 66 2/3% in aggregate principal amount of the Securities of such series of
Mandatorily Redeemable Notes at that time Outstanding. 
 A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other
provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 
 It shall not
be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 

Section 9.03 Execution of Supplemental Indentures. 

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall receive, and (subject to Section 6.01) shall be fully protected in relying upon, an 

  
 51 








 
Officers’ Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that such supplemental indenture is
the valid and binding obligation of the Company and any Guarantors party thereto, enforceable against the Company and any Guarantors party thereto in accordance with its terms. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. 

Section 9.04 Effect of Supplemental Indentures. 

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. 

Section 9.05 Conformity with Trust Indenture Act. 

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act. 

Section 9.06 Reference in Securities to Supplemental Indentures. 

Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of
the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. 

ARTICLE 10 

COVENANTS 

Section 10.01 Payment of Principal, Premium and Interest. 

The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any
premium and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture. 

Section 10.02 Maintenance of Office or Agency. 

The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may
be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands. 

  
 52 








 The Company may also from time to time designate one or more other offices or agencies where the
Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve
the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change
in the location of any such other office or agency. 
 Section 10.03 Money for Securities Payments To Be Held in Trust.

 If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due
date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. 

Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, on or prior to each due date of the principal
of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its action or failure so to act. 
 The Company hereby initially appoints Wells Fargo Bank, National
Association at its office located at 150 East 42nd Street, 40th Floor, New York, New York 10017, Attn: Administrator for Medtronic, as a Paying Agent. 

The Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (a) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and
(b) during the continuance of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith pay
to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series. 
 The Company may at
any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent,
such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money. 

  
 53 








 Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust
for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request,
or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in New York that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. 

Section 10.04 Statement by Officers as to Default. 

The Company will timely deliver to the Trustee the certificates in the form and in the manner described in Section 10.08. 

Section 10.05 Existence. 

Subject to Article 8, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders. 

Section 10.06 Limitation on Secured Debt. 

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt, secured by a Lien on any Principal
Property, now owned or hereafter owned by the Company or any Restricted Subsidiary, or any shares of stock or Debt of any Restricted Subsidiary, without effectively providing that the Securities of that series (together with, if the Company shall so
determine, any other Debt of the Company or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the Securities) shall be secured equally and ratably with (or prior to) such secured Debt so long as such secured
debt shall be so secured; provided that the Company or any Restricted Subsidiary may Incur Debt secured by Liens without equally and ratably securing the Securities of that series if, on the date of the Incurrence, after giving effect to the
Incurrence and to the retirement of any Debt that is concurrently being retired, the aggregate amount of all outstanding Debt secured by Liens which could not have been incurred, issued, assumed or guaranteed by the Company or a Restricted
Subsidiary without equally and ratably securing the Securities of each series then Outstanding except for the proviso of this paragraph, together with the aggregate amount of Attributable Debt incurred pursuant to the second proviso of
Section 10.07, does not at such time exceed 20% of Consolidated Net Tangible Assets of the Company. 

  
 54 








 (b) Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted
Subsidiary may Incur Debt secured by the following Liens (“Permitted Debt”): 
 (i) Liens on any Principal
Property acquired (whether by merger, consolidation, purchase, lease or otherwise), constructed or improved by the Company or any Restricted Subsidiary after the date of the Indenture which are created or assumed prior to, contemporaneously with, or
within 360 days after, such acquisition, construction or improvement, to secure or provide for the payment of all or any part of the cost of such acquisition, construction or improvement (including related expenditures capitalized for Federal
income tax purposes in connection therewith) incurred after the date of the Indenture; 
 (ii) Liens on any property, shares
of Capital Stock or Debt existing at the time of acquisition thereof, whether by merger, consolidation, purchase, lease or otherwise (including Liens on property, shares of Capital Stock or Debt of a corporation existing at the time such corporation
becomes a Restricted Subsidiary); 
 (iii) Liens in favor of, or which secure Debt owing to, the Company or any Restricted
Subsidiary; 
 (iv) Liens in favor of the U.S. or any state thereof, or any department, agency, or instrumentality or
political subdivision thereof, or political entity affiliated therewith, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments, or other obligations, pursuant to any contract
or statute, or to secure any Debt incurred for the purpose of financing all or any part of the cost of acquiring, constructing or improving the property subject to such Liens (including Liens incurred in connection with pollution control, industrial
revenue or similar financings); 
 (v) Liens imposed by law, such as mechanics’, workmen’s, repairmen’s,
materialmen’s, carriers’, warehousemen’s, vendors’ or other similar Liens arising in the ordinary course of business, or governmental (Federal, state or municipal) Liens arising out of contracts for the sale of products or
services by the Company or any Restricted Subsidiary, or deposits or pledges to obtain the release of any of the foregoing; 

(vi) pledges or deposits under workmen’s compensation, unemployment insurance, or similar legislation and Liens of
judgments thereunder which are not currently dischargeable, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of money) or leases to which the Company or any Restricted Subsidiary is a party, or deposits
to secure public or statutory obligations of the Company or any Restricted Subsidiary, or deposits in connection with obtaining or maintaining self-insurance or to obtain the benefits of any law, regulation or arrangement pertaining to
workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters, or deposits of cash or obligations of the U.S. to secure surety, appeal or customs bonds to which the Company or any Restricted Subsidiary is
a party, or deposits in litigation or other proceedings such as, but not limited to, interpleader proceedings; 

  
 55 








 (vii) Liens created by or resulting from any litigation or other proceeding which
is being contested in good faith by appropriate proceedings, including Liens arising out of judgments or awards against the Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary is in good faith
prosecuting an appeal or proceedings for review; or Liens incurred by the Company or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Company or such
Restricted Subsidiary is a party; 
 (viii) Liens for taxes or assessments or governmental charges or levies not yet due or
delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; 

(ix) Liens consisting of easements, rights-of-way, zoning restrictions, restrictions on the use of real property, and defects
and irregularities in the title thereto, landlords’ Liens and other similar Liens and encumbrances none of which interfere materially with the use of the property covered thereby in the ordinary course of the business of the Company or such
Restricted Subsidiary and which do not, in the opinion of the Company, materially detract from the value of such properties; 

(x) Liens existing on the first date on which the Securities of that series are authenticated; 

(xi) Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of setoff
or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions
against access by the Company in excess of those set forth by regulations promulgated by the Federal Reserve Board and (ii) such deposit account is not intended to provide collateral to the depository institution; or 

(xii) any extension, renewal or replacement (or successive extensions, removals or replacements) as a whole or in part, of any
Lien referred to in the foregoing clauses (i) to (xi), inclusive; provided that (i) such extension, renewal or replacement Lien shall be limited to all or a part of the same property, shares of stock or Debt that secured the Lien
extended, renewed or replaced (plus improvements on such property) and (ii) the Debt secured by such Lien at such time is not increased. 

Section 10.07 Limitation on Sale and Leaseback Transactions. 

The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any
Principal Property unless: 
 (i) the Company or the Restricted Subsidiary would be entitled to, without equally and ratably
securing the Securities of that series to Incur Debt secured by a Lien on such property pursuant to Section 10.06, or 

(ii) the Company, within 360 days after such transaction, applies an amount not less than the net proceeds of the sale of
the Principal Property leased pursuant to such 

  
 56 








 
arrangement to (x) the retirement of its Funded Debt; provided that the amount to be applied to the retirement of Funded Debt of the Company shall be reduced by (i) the principal
amount of any Securities of such series delivered within 360 days after such sale to the Trustee for retirement and cancellation, and (ii) the principal amount of Funded Debt, other than Securities, voluntarily retired by the Company
within 360 days after such sale or (y) the purchase, construction or development of other property, facilities or equipment used or useful in the Company’s or its Restricted Subsidiaries’ business; provided,
however, that no such retirement may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or mandatory prepayment provision; 

provided that no such restriction will apply to a Sale and Leaseback Transaction between the Company and a Restricted Subsidiary or between Restricted
Subsidiaries or involving the taking back of a lease for a period of less than three years; provided further that the Company or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if, on the date of such transaction,
after giving effect thereto and to the retirement of any Funded Debt that is concurrently being retired, the aggregate amount of all Attributable Debt in respect of Sale and Leaseback Transactions existing at such time (other than Sale and Leaseback
Transactions otherwise permitted under this Section 10.07), together with the aggregate amount of all outstanding Debt incurred pursuant to the first proviso of Section 10.06 does not at such time exceed 20% of Consolidated Net Tangible
Assets of the Company. 
 Section 10.08 Reports to Trustee. 

(a) The Company will deliver to the Trustee within 120 days after the end of each fiscal year a certificate from the principal executive,
financial or accounting officer of the Company stating that the officer has conducted or supervised a review of the activities of the Company and its Restricted Subsidiaries and their performance under the Indenture and that, based upon such review,
the Company has fulfilled its obligations hereunder or, if there has been a Default, specifying the Default and its nature and status. 
 (b)
The Company will deliver to the Trustee, as soon as possible and in any event within 30 days after the Company becomes aware or should reasonably become aware of the occurrence of a Default, an Officers’ Certificate setting forth the details of
the Default, and the action which the Company proposes to take with respect thereto. 
 Section 10.09 Guarantee by New
Medtronic and Medtronic Luxco. 
 By no later than the end of the third Business Day following the closing of the Covidien Acquisition,
the Company shall cause each of New Medtronic and Medtronic Luxco to execute and deliver a supplemental indenture to this Indenture, which shall be substantially in the form of Exhibit A, with such modifications as the Company and the Guarantors may
deem necessary to give effect to the Note Guarantee, pursuant to which such parties will agree to be Guarantors under this Indenture and be bound by the terms of this Indenture applicable to Guarantors, including, but not limited to Article 14.


  
 57 








 Section 10.10 Waiver of Certain Covenants. 

Except as otherwise specified as contemplated by Section 3.01 for Securities of such series, the Company may, with respect to the
Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Sections 3.01(r), 9.01(b) or 9.01(g) for the benefit of the Holders of such series and in
Sections 10.06 or 10.07 if before the time for such compliance the Holders of not less than a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance
or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 

ARTICLE 11 

REDEMPTION OF SECURITIES 

Section 11.01 Applicability of Article. 

Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 3.01 for such Securities) in accordance with this Article. 

Section 11.02 Election To Redeem; Notice to Trustee. 

The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by
Section 3.01 for such Securities. In case of any redemption at the election of the Company of less than all the Securities of any series (including any such redemption affecting only a single Security), the Company shall, at least 40 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed, and, if applicable, of
the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish
the Trustee with an Officers’ Certificate evidencing compliance with such restriction. 
 Section 11.03 Selection by
Trustee of Securities To Be Redeemed. 
 If less than all the Securities of any series are to be redeemed (unless all the Securities of
such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 10 days prior to the Redemption Date by the Trustee,
from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any
Security of such series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than
all the Securities of such series and of a 

  
 58 








 
specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 10 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. 

The Trustee shall promptly notify the Company in writing of the Securities selected for redemption as aforesaid and, in case of any Securities
selected for partial redemption as aforesaid, the principal amount thereof to be redeemed. 
 The provisions of the two preceding paragraphs
shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security
shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. 
 For all
purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of
such Securities which has been or is to be redeemed. 
 Section 11.04 Notice of Redemption. 

Subject to Sections 11.08 and 11.09, notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more
than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register. An Officer’s Certificate specifying the actual redemption price must be sent to the Trustee no later
than five Business Days prior to the redemption date. 
 All notices of redemption shall state: 

(a) the Redemption Date, 
 (b) the
calculation of the Redemption Price, including the portion thereof representing any accrued interest; 
 (c) if less than all the Outstanding
Securities of any series consisting of more than a single Security are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less
than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed, 

(d) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable,
that interest thereon will cease to accrue on and after said date, 
 (e) the place or places where each such Security is to be surrendered
for payment of the Redemption Price, and 

  
 59 








 (f) that the redemption is for a sinking fund, if such is the case. 

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s
written request, by the Trustee in the name and at the expense of the Company. 
 Section 11.05 Deposit of Redemption Price.

 Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its
own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the
Securities which are to be redeemed on that date. 
 Section 11.06 Securities Payable on Redemption Date. 

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at
the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated
by Section 3.01, installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section 3.07. 
 If any Security called for redemption shall not
be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. 

Section 11.07 Securities Redeemed in Part. 

Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal of the Security so surrendered. 
 Section 11.08 Special
Mandatory Redemption. 
 In the event that (i) the Company does not consummate the Covidien Acquisition on or prior to the Special
Mandatory Redemption Triggering Date, or (ii) the Transaction Agreement is terminated at any time prior to the Special Mandatory Redemption Triggering Date, the 

  
 60 








 
Company shall redeem all of the Mandatorily Redeemable Notes on the Special Mandatory Redemption Date at a redemption price (the “Special Mandatory Redemption Price”) equal to 101% of
the aggregate principal amount of such Mandatorily Redeemable Notes, plus accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date, subject to the rights of Holders of the applicable series on the relevant record date to
receive interest due on the relevant Interest Payment Date. 
 Section 11.09 Special Mandatory Redemption Procedures 

(a) Notice of redemption pursuant to Section 11.08 (a “Special Mandatory Redemption Notice”) shall be mailed or caused to
be mailed by the Company (with a copy provided to the Trustee) by mail, first class postage prepaid, within five Business Days after the occurrence of the Special Mandatory Redemption Triggering Date to each registered holder of Mandatorily
Redeemable Notes at such registered holder’s last address as it shall appear upon the Security Register. Failure to give notice by mailing in the manner herein provided to such Holder, or any defect in the notice to any such Holder, shall not
affect the validity of the proceedings for the redemption of any other Securities. 
 All Special Mandatory Redemption Notices shall state:

 (i) the Special Mandatory Redemption Date, which shall, in any event, be no later than the 25th day after the date of the Special Mandatory Redemption Notice (or, if such date is not a Business Day, the first Business Day thereafter); 

(ii) the Special Mandatory Redemption Price for each series of Mandatorily Redeemable Notes; 

(iii) that on the Special Mandatory Redemption Date, the Special Mandatory Redemption Price shall become due and payable with
respect to each series of Mandatorily Redeemable Notes; 
 (iv) the place or places where such Securities are to be
surrendered for payment of the Special Mandatory Redemption Price; 
 (v) the CUSIP, ISIN or “Common Code” number
of such Securities if any or any other numbers used by the Depositary to identify such Securities; and 
 (vi) if funds
sufficient to pay the Special Mandatory Redemption Price of all Securities to be redeemed on the Special Mandatory Redemption Date are deposited with the paying agent on or before such Special Mandatory Redemption Date that such Securities shall
cease to bear interest on and after such Special Mandatory Redemption Date. 
 (b) Each series of Mandatorily Redeemable Notes shall on the
Special Mandatory Redemption Date become due and payable at the Special Mandatory Redemption Price for such series. If funds sufficient to pay the Special Mandatory Redemption Price of all such Securities to be redeemed on the Special Mandatory
Redemption Date are deposited with the Trustee or the paying agent on or before such Special Mandatory Redemption Date, such Mandatorily 

  
 61 








 
Redeemable Notes shall cease to bear interest on and after such Special Mandatory Redemption Date unless the Company shall default on the payment of the Special Mandatory Redemption Price. Upon
surrender of any such Security for redemption in accordance with a Special Mandatory Redemption Notice, such Security shall be paid by the Company at the Special Mandatory Redemption Price. 

(c) Notwithstanding the foregoing, installments of interest on any series of the Mandatorily Redeemable Notes that are due and payable on
Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date shall be payable on such Interest Payment Dates to the registered holders of the applicable Securities as of the close of business on the applicable regular record
dates in accordance with the terms of the applicable series of Securities and this Indenture. 
 (d) If any Security called for redemption
shall not be so paid upon surrender thereof for redemption, the principal thereof shall, until paid, bear interest from the Special Mandatory Redemption Date at the rate borne by the Security. 

ARTICLE 12 

SINKING FUNDS 

Section 12.01 Applicability of Article. 

The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise
specified as contemplated by Section 3.01 for such Securities. 
 The minimum amount of any sinking fund payment provided for by the
terms of any Securities is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional sinking fund
payment”. If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities. 
 Section 12.02 Satisfaction of Sinking Fund Payments with Securities.

 The Company (a) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (b) may
apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such
Securities; provided that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the
Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. 

  
 62 








 Section 12.03 Redemption of Securities for Sinking Fund. 

Not less than 45 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an
Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof,
if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 12.02 and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days prior to each such sinking fund payment date,
the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07. 

ARTICLE 13 

DEFEASANCE AND COVENANT DEFEASANCE 

Section 13.01 Company’s Option To Effect Defeasance or Covenant Defeasance. 

The Company may elect, at its option at any time, to have Section 13.02 or Section 13.03 applied to any Securities or any series of
Securities, as the case may be, designated pursuant to Section 3.01 as being defeasible pursuant to such Section 13.02 or 13.03, in accordance with any applicable requirements provided pursuant to Section 3.01 and upon compliance with
the conditions set forth below in this Article. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 3.01 for such Securities. 

Section 13.02 Defeasance and Discharge. 

Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case
may be, the Company shall be deemed to have been discharged from its obligations with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 13.04 are satisfied (hereinafter called
“Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated
or discharged hereunder: (a) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 13.04 and as more fully set forth in such Section, payments in respect of the principal of and any premium
and interest on such Securities when payments are due, (b) the Company’s obligations with respect to such Securities under Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (c) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (d) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have
Section 13.03 applied to such Securities. 

  
 63 








 Section 13.03 Covenant Defeasance. 

Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case
may be, (a) the Company shall be released from its obligations under Sections 8.01, Section 10.04 through 10.09, inclusive, and any covenants provided pursuant to Sections 3.01(s), 9.01(b) or 9.01(g) for the benefit of the
Holders of such Securities, and (b) the occurrence of any event specified in Section 5.01(e) (with respect to any of Section 8.01, Sections 10.04 through Section 10.09, inclusive, and any such covenants provided pursuant to
Sections 3.01(s), 9.01(b) or 9.01(g)), and Sections 5.01(f) through 5.01(k) shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 13.04 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section 5.01(e)), whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby. 

Section 13.04 Conditions to Defeasance or Covenant Defeasance. 

The following shall be the conditions to the application of Section 13.02 or Section 13.03 to any Securities or any series of
Securities, as the case may be: 
 (a) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another
trustee which satisfies the requirements contemplated by Section 6.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefits of the Holders of such Securities, (i) money in an amount, or (ii) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (iii) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, (A) the principal of and any
premium and interest on such Securities on the respective Stated Maturities and (B) any mandatory sinking fund payments or analogous payments applicable to the Outstanding Securities of such series on the day on which such payments are due and
payable, in accordance with the terms of this Indenture and such Securities. As used herein, “U.S. Government Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the
payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which
is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in 

  
 64 








 
Clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S.
Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt. 

(b) In the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as the case may be, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of this instrument, there has been a
change in the applicable Federal income tax law, in either case (i) or (ii) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income tax
purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit,
Defeasance and discharge were not to occur. 
 (c) In the event of an election to have Section 13.03 apply to any Securities or any
series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the
deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were
not to occur. 
 (d) Such Defeasance or Covenant Defeasance shall not cause any Securities of such series then listed on any registered
national securities exchange under the Securities Exchange Act of 1934, as amended, to be delisted. 
 (e) No event which is, or after notice
or lapse of time or both would become, an Event of Default with respect to such Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 5.01(i) and (j), at any time on
or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day). 

(f) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest as defined in Section 6.08 and
within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act). 
 (g) Such Defeasance
or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound. 

(h) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within
the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder. 

  
 65 








 (i) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. 

Section 13.05 Deposited Money and U.S. Government Obligations To Be Held in Trust; Miscellaneous Provisions. 

Subject to the provisions of the last paragraph of Section 10.03, all money and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 13.06, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to
Section 13.04 in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including
the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be
segregated from other funds except to the extent required by law. 
 The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 13.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of Outstanding Securities. 
 Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.04 with respect to any Securities which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with
respect to such Securities. 
 Section 13.06 Reinstatement. 

If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant
to Section 13.02 or 13.03 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust
pursuant to Section 13.05 with respect to such Securities in accordance with this Article; provided, however, that if the Company makes any payment of principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust. 

  
 66 








 ARTICLE 14 

GUARANTEES 

Section 14.01 Note Guarantee. 

(a) Subject to this Article 14, each of the Guarantors, if any, hereby, jointly and severally, irrevocably and unconditionally guarantees,
on a senior basis, to each Holder and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company hereunder or thereunder, that: (1) the
principal of and premium, if any, and interest on the Securities shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Securities, if any,
if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time
of payment or renewal of any Securities or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or
otherwise. Failing payment by the Company when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this
is a guarantee of payment and not a guarantee of collection. 
 (b) The Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Note Guarantee
shall not be discharged except by complete performance of the obligations contained in the Securities and this Indenture, or pursuant to Section 14.06. 

(c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

 (d) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any
obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of
the 

  
 67 








 
obligations guaranteed hereby may be accelerated as provided in Section 5.02 for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Section 5.02, such obligations (whether or not due and payable) shall forthwith
become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the Note Guarantees. 
 (e) Each Note Guarantee shall remain in full force and effect and
continue to be effective should any petition be filed by or against the Company for liquidation, reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for
all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Securities are, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities or the Note Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as
though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only
by such amount paid and not so rescinded, reduced, restored or returned. 
 (f) In case any provision of any Note Guarantee shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

(g) Each payment to be made by a Guarantor in respect of its Note Guarantee shall be made without
set-off, counterclaim, reduction or diminution of any kind or nature. 

Section 14.02 Limitation on Guarantor Liability. 

Each Guarantor, and by its acceptance of Securities, each Holder, hereby confirms that it is the intention of all such parties that the Note
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar U.S. federal or state law or law of such
Guarantor’s jurisdiction of organization (which shall be Irish law, in the case of New Medtronic, and Luxembourg law, in the case of Medtronic Luxco) to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the
Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this
Article 14, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Note Guarantee shall be
entitled upon payment in full of all Note Guarantee obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net
assets of all the Guarantors at the time of such payment determined in accordance with GAAP. 

  
 68 








 Section 14.03 Execution and Delivery. 

(a) To evidence its Note Guarantee set forth in Section 14.01, each Guarantor shall execute a supplemental indenture substantially in the
form of Exhibit A hereto, with such modifications as may be deemed necessary by the Company and such Guarantor, on behalf of such Guarantor by an officer or person holding an equivalent title. 

(b) Each Guarantor that provides a Note Guarantee agrees that its Note Guarantee set forth in Section 14.01 shall remain in full force and
effect notwithstanding the absence of the endorsement of any notation of such Note Guarantee on the Securities. 
 (c) If an officer whose
signature is on this Indenture or a supplemental indenture no longer holds that office at the time the Trustee authenticates the Security, the Note Guarantees shall be valid nevertheless. 

(d) The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note
Guarantee set forth in this Indenture on behalf of the Guarantors. 
 Section 14.04 Subrogation. 

Each Guarantor shall be subrogated to all rights of Holders against the Company in respect of any amounts paid by any Guarantor pursuant to the
provisions of Section 14.01; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all
amounts then due and payable by the Company under this Indenture or the Securities shall have been paid in full. 

Section 14.05 Benefits Acknowledged. 

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture
and that the guarantee and waivers made by it pursuant to its Note Guarantee are knowingly made in contemplation of such benefits. 

Section 14.06 Release of Note Guarantees. 

(a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and such Note Guarantee shall thereupon
terminate and be discharged and of no further force and effect, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee: 

(1) (A) upon the merger or consolidation of such Guarantor with and into either the Company or any other Guarantor that is the surviving
person in such merger or consolidation, or upon the liquidation of such Guarantor following or concurrently with the transfer of all or substantially all of its assets to either the Company or another Guarantor (and, if applicable, any minority
stockholders of such Guarantor on a pro rata basis according to their ownership interests in such Guarantor); or 

  
 69 








 (B) upon the Company exercising its legal defeasance or covenant defeasance
options in accordance with Article 13 or the Company’s obligations under this Indenture being discharged in accordance with the terms of this Indenture and the Securities; and 

(2) such Guarantor delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for in this Indenture relating to such transaction have been complied with. 
 (b) At the written request and expense of
the Company or the relevant Guarantor, the Trustee shall execute and deliver such documents prepared by the Company or such Guarantor and reasonably required in order to acknowledge such release, discharge and termination in respect of the
applicable Note Guarantee. Neither the Company nor any Guarantor shall be required to make a notation on the Securities to reflect any Note Guarantee or any such release, termination or discharge. 

*                    *   
                 * 
 This instrument may be executed in
any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies of this instrument and of signature pages by
facsimile or .pdf transmission shall constitute effective execution and delivery of this instrument as to the parties hereto and may be used in lieu of the original instrument for all purposes. Signatures of the parties hereto transmitted by
facsimile or .pdf shall be deemed to be their original signatures for all purposes. 

  
 70 








 IN WITNESS WHEREOF, the parties hereto have caused
this Indenture to be duly executed as of the day and year first above written. 
  

					
	MEDTRONIC, INC.
		
	By:	 	/s/ Gary L. Ellis
		 	Name:	 	Gary L. Ellis
		 	Title:	 	Executive Vice President and Chief Financial Officer


  

					
	Attest:
		
	By:	 	/s/ Keyna P. Skeffington
		 	Name:	 	Keyna P. Skeffington
		 	Title:	 	Vice President and Deputy General Counsel

  

					
		
	By:	 	/s/ Linda Harty
		 	Name:	 	Linda Harty
		 	Title:	 	Vice President and Treasurer


  

					
	Attest:
		
	By:	 	/s/ Keyna P. Skeffington
		 	Name:	 	Keyna P. Skeffington
		 	Title:	 	Vice President and Deputy General Counsel

  

					
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	/s/ Stefan Victory
		 	Name:	 	Stefan Victory
		 	Title:	 	Vice President


  
 [Signature Page to
Indenture] 







 EXHIBIT A 

FORM OF SUPPLEMENTAL INDENTURE 
 TO
BE DELIVERED BY GUARANTORS 
 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
                    ,             , among
                     (the “Guarantor”), a
                     and an affiliate of Medtronic, Inc. (the “Company”), and Wells Fargo Bank, National Association, as trustee
(the “Trustee”). 
 W I T N E S S E T H 

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of
December 10, 2014, providing for the issuance from time to time of its debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as provided in the Indenture; 

WHEREAS, the Indenture provides that under certain circumstances Guarantors may execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guarantor shall unconditionally guarantee all of the Company’s obligations under the Securities and the Indenture on the terms and conditions set forth herein and under the Indenture; and 

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows: 
 1. Capitalized Terms.
Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 
 2. Guarantor. The
Guarantor hereby agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 14 thereof and further agrees that this Supplemental Indenture is the
legal, valid and binding obligation of the Guarantor, enforceable against it in accordance with its terms. 
 3. Governing Law. THIS
SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 4. Counterparts. The
parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by
facsimile or .pdf transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties
hereto transmitted by facsimile or .pdf shall be deemed to be their original signatures for all purposes. 

  
 Ex. A–1 








 5. Headings. The headings of the Sections of this Supplemental Indenture have been
inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 

6. Trustee. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture, but on the terms and conditions
set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever
for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of
the terms or provisions hereof, (ii) the proper authorization hereof by the Company by action or otherwise, (iii) the due execution hereof by the Company or (iv) the consequences of any amendment herein provided for, and the Trustee
makes no representation with respect to any such matters. 
 [Signature Pages Follow] 

  
 Ex. A–2 








 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first above written. 
  

			
	[NAME OF GUARANTOR]
		
	By:	 	 
	Name:	 	
	Title:	 	


  

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 
	Name:	 	
	Title:	 	



  
 Ex. A–3