Covidien Plc Sample Contracts

Covidien Plc – COMPANIES ACTS, 1963 to 2013 A PUBLIC COMPANY LIMITED BY SHARES MEMORANDUM and ARTICLES OF ASSOCIATION of COVIDIEN PUBLIC LIMITED COMPANY (As amended by Special Resolution dated 13 March 2012, 20 March 2013, 6 January 2015 and 28 January 2015) Incorporated A & L Goodbody Solicitors (February 3rd, 2015)
Covidien Plc – Contract (January 27th, 2015)

NINTH SUPPLEMENTAL INDENTURE dated as of January 26, 2015, among Covidien International Finance S.A., a Luxembourg company (the “Company”), Covidien Ltd., a Bermuda company (“CLTD”), Covidien plc, a public limited company incorporated under the laws of Ireland (“CPLC” and, together with CLTD, the “Current Guarantors”), Medtronic plc, a public limited company incorporated under the laws of Ireland (“New Medtronic”), Medtronic Global Holdings SCA, a corporate partnership limited by shares (société en commandite par actions) organized under the laws of the Grand Duchy of Luxembourg (“Medtronic Luxco” and, together with New Medtronic, the “Parent Guarantors”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”).

Covidien Plc – COVIDIEN SEVERANCE PLAN FOR U.S. OFFICERS AND EXECUTIVES As Amended and Restated Effective September 17, 2014 (September 23rd, 2014)
Covidien Plc – Covidien Ltd. 2007 Stock and Incentive Plan TERMS AND CONDITIONS OF OPTION AWARD (September 23rd, 2014)
Covidien Plc – Covidien Ltd. 2007 Stock and Incentive Plan TERMS AND CONDITIONS OF OPTION AWARD (September 23rd, 2014)
Covidien Plc – Covidien Ltd. 2007 Stock and Incentive Plan TERMS AND CONDITIONS OF OPTION AWARD (September 23rd, 2014)
Covidien Plc – Covidien Ltd. 2007 Stock and Incentive Plan TERMS AND CONDITIONS OF OPTION AWARD (September 23rd, 2014)
Covidien Plc – Covidien plc 2007 Stock and Incentive Plan TERMS AND CONDITIONS OF OPTION AWARD (September 23rd, 2014)
Covidien Plc – Covidien plc 2007 Stock and Incentive Plan TERMS AND CONDITIONS OF OPTION AWARD (September 23rd, 2014)
Covidien Plc – COVIDIEN SEVERANCE PLAN FOR U.S. OFFICERS AND EXECUTIVES As Amended and Restated Effective September 17, 2014 (September 23rd, 2014)
Covidien Plc – Page Part I Item 1. Business 1 Item 2. Properties 6 Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 7 Item 8. Financial Statements and Supplementary Data 29 Index to Consolidated Financial Statements 29 (July 11th, 2014)

We are a global leader in the development, manufacture and sale of healthcare products for use in clinical and home settings. Our products are found in almost every hospital in the United States, and we have a significant and growing presence in non-U.S. markets. Our mission is to create and deliver innovative healthcare solutions, developed in ethical collaboration with medical professionals, which enhance the quality of life for patients and improve outcomes for our customers and our shareholders.

Covidien Plc – DATED JUNE 15, 2014 COVIDIEN PUBLIC LIMITED COMPANY, MEDTRONIC, INC., KALANI I LIMITED, MAKANI II LIMITED, AVIATION ACQUISITION CO., INC. AND AVIATION MERGER SUB, LLC TRANSACTION AGREEMENT (June 16th, 2014)
Covidien Plc – DATED JUNE 15, 2014 COVIDIEN PUBLIC LIMITED COMPANY AND MEDTRONIC, INC. EXPENSES REIMBURSEMENT AGREEMENT (June 16th, 2014)
Covidien Plc – Medtronic to Acquire Covidien for $42.9 billion in Cash and Stock (June 16th, 2014)
Covidien Plc – APPENDIX III CONDITIONS OF THE ACQUISITION AND THE SCHEME (June 16th, 2014)

The Acquisition and the Scheme will comply with the Takeover Rules and, where relevant, the rules and regulations of the Exchange Act and the NYSE, and are subject to the terms and conditions set out in this announcement and to be set out in the Scheme Document. The Acquisition and the Scheme are, to the extent required by the Laws of Ireland, governed by the Laws of Ireland.

Covidien Plc – AMENDED AND RESTATED FIVE-YEAR SENIOR CREDIT AGREEMENT Dated as of May 23, 2014 among COVIDIEN INTERNATIONAL FINANCE S.A., Borrower COVIDIEN PLC, Guarantor The Lenders Party Hereto and CITIBANK, N.A., Administrative Agent __________________________________________________________________ CITIGROUP GLOBAL MARKETS INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BARCLAYS BANK PLC J.P. MORGAN SECURITIES LLC, as Joint Lead Arrangers BANK OF AMERICA, N.A., Syndication Agent BARCLAYS BANK PLC, JPMORGAN CHASE BANK, N.A., Co- Documentation Agents (May 28th, 2014)

AMENDED AND RESTATED FIVE-YEAR SENIOR CREDIT AGREEMENT dated as of May 23, 2014, among COVIDIEN INTERNATIONAL FINANCE S.A., a Luxembourg company (the “Borrower”), COVIDIEN PLC, an Irish company (the “Guarantor”), the LENDERS, and CITIBANK, N.A., as Administrative Agent.

Covidien Plc – Covidien Announces Reporting Changes and Revised Revenue Guidance (December 16th, 2013)

DUBLIN, Ireland – December 16, 2013 - Covidien plc (NYSE: COV) today provided further details regarding its previously disclosed realignment of reportable segments and announced additional changes in its revenue reporting format. These changes are designed to further align with the company’s recent reorganization and provide additional transparency of financial performance.

Covidien Plc – Covidien Announces Definitive Agreement to Acquire Given Imaging (December 9th, 2013)

Accelerates development of world-class gastrointestinal portfolio focused on serving patient from diagnosis to treatment

Covidien Plc – Covidien plc Non-GAAP Reconciliation (dollars in millions, except per share data) Fiscal Year Ended September 25, 2009 Sales Gross profit Gross margin percent Operating income Operating margin percent Income from continuing operations before income taxes Income from continuing operations (1) Diluted earnings per share from continuing operations As previously reported $ 10,263 $ 5,641 55.0 % $ 1,813 17.7 % $ 1,807 $ 942 $ 1.86 Reclass to discontinued operations (2) (2,450 ) (1,230 ) 50.2 (668 ) 27.3 (668 ) (441 ) (0.87 ) GAAP 7,813 4,411 56.5 1,145 14.7 1,139 501 0.99 Non-GAAP adjustments: Loss (September 12th, 2013)
Covidien Plc – FORM OF INDEMNIFICATION AGREEMENT (August 6th, 2013)

THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of                , is made by and between Covidien Ltd., a Bermuda company, and (“Indemnitee”).

Covidien Plc – FORM OF DEED OF INDEMNIFICATION (August 6th, 2013)

THIS DEED OF INDEMNIFICATION (this “Agreement”), dated as of                     , is made by and between Covidien plc, an Irish public limited company, and (“Indemnitee”).

Covidien Plc – EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN COVIDIEN PLC AND MALLINCKRODT PLC DATED AS OF JUNE 28, 2013 (July 1st, 2013)

THIS EMPLOYEE MATTERS AGREEMENT, made and entered into effective as of June 28, 2013 (this “Agreement”), is by and between Covidien plc, an Irish public limited company (“Covidien”), and Mallinckrodt plc, an Irish public limited company (“Mallinckrodt”). Covidien and Mallinckrodt are also referred to in this Agreement individually as, a “Party” and collectively, as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Article II.

Covidien Plc – SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN COVIDIEN PLC AND MALLINCKRODT PLC DATED AS OF JUNE 28, 2013 (July 1st, 2013)

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of June 28, 2013 (this “Agreement”), is by and between Covidien plc, an Irish public limited company (“Covidien”), and Mallinckrodt plc, an Irish public limited company (“Mallinckrodt”). Mallinckrodt and Covidien are referred to together as the “Parties” and individually as a “Party.” Capitalized terms used herein shall have the respective meanings assigned to them in Article I or elsewhere in this Agreement.

Covidien Plc – TRANSITION SERVICES AGREEMENT BY AND BETWEEN COVIDIEN PLC AND MALLINCKRODT PLC DATED AS OF JUNE 28, 2013 (July 1st, 2013)

This TRANSITION SERVICES AGREEMENT, dated as of June 28, 2013 (this “Agreement”), is by and between Covidien plc, an Irish public limited company (“Covidien”), and Mallinckrodt plc, an Irish public limited company (“Mallinckrodt”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement, dated as of the date hereof, by and between Covidien and Mallinckrodt (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).

Covidien Plc – TAX MATTERS AGREEMENT (July 1st, 2013)

This Tax Matters Agreement (this “Agreement”) is entered into as of June 28, 2013 between Covidien plc, a corporation organized under the laws of Ireland (“Covidien”), and Mallinckrodt plc, a corporation organized under the laws of Ireland (“Mallinckrodt” and, together with Covidien, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, between Covidien and Mallinckrodt (the “Distribution Agreement”).

Covidien Plc – Covidien plc Consolidated Statement of Income Quarter Ended March 29, 2013 (dollars in millions, except per share data) GAAP Reclass to Discontinued Operations(1) Adjusted for Discontinued Operations(2) (3) Net sales $ 3,103 $ (573 ) $ 2,530 Cost of goods sold 1,316 (314 ) 1,002 Gross profit 1,787 (259 ) 1,528 Selling, general and administrative expenses 968 (138 ) 830 Research and development expenses 162 (40 ) 122 Restructuring charges, net 61 (7 ) 54 Operating income 596 (74 ) 522 Interest expense (50 ) (1 ) (51 ) Interest income 3 (1 ) 2 Other income, net 16 1 17 Income from continuing ope (May 17th, 2013)
Covidien Plc – e-mail: adfagundo@applebyglobal.com direct dial: Tel +441 298 3549 Covidien Ltd. Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda Fax +441 298 3461 client ref: appleby ref: ADF/jw/420387.0001 (May 16th, 2013)

We have acted as Bermuda counsel to the Company, and this opinion as to Bermuda law is addressed to you, in connection with (a) the issuance and sale of (i) $750 million aggregate principal amount of 2.950% Senior Notes due 2023 (the “Notes”) by Covidien International Finance S.A., a Luxembourg company (the “Issuer”) and (b) the issuance of guarantees (the “Guarantees”) of the Notes by each of the Company (the “Company Guarantee”) and Covidien public limited company, an Irish public limited company (“Covidien plc” and together with the Company, the “Guarantors”). The Notes and Guarantees are being issued under an Indenture dated as of 22 October 2007 by and among the Issuer, the Company, Covidien plc and Deutsche Bank Trust Company Americas, as trustee (the “Base Indenture”), as supplemented by a supplemental indenture dated as of 16 May 2013 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”). The Notes and Guarantees were registered pursuant to a fili

Covidien Plc – COVIDIEN INTERNATIONAL FINANCE S.A., as Issuer AND COVIDIEN PUBLIC LIMITED COMPANY AND COVIDIEN LTD., as Guarantors AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee EIGHTH SUPPLEMENTAL INDENTURE Dated as of May 16, 2013 $750,000,000 of 2.950% Senior Notes due 2023 (May 16th, 2013)

THIS EIGHTH SUPPLEMENTAL INDENTURE is dated as of May 16, 2013 among COVIDIEN INTERNATIONAL FINANCE S.A., a Luxembourg company (the “Company”), COVIDIEN PUBLIC LIMITED COMPANY, an Irish company (“Covidien plc”), and COVIDIEN LTD., a Bermuda company (“Covidien Ltd.”, and together with Covidien plc, the “Guarantors”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (the “Trustee”).

Covidien Plc – Covidien International Finance S.A. Fully and unconditionally guaranteed as to payment of principal, premium, if any, and interest by Covidien public limited company and Covidien Ltd. UNDERWRITING AGREEMENT May 13, 2013 (May 16th, 2013)

Covidien International Finance S.A., a Luxembourg public limited liability company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), the principal amount of its debt securities identified in Schedule I hereto (the “Securities”). The Securities will be fully and unconditionally guaranteed as to payment of principal, premium, if any, and interest (the “Guarantees”) by Covidien Ltd., a Bermuda company, and Covidien public limited company (“Covidien plc”), an Irish public limited company (collectively, the “Guarantors”). The Securities and the Guarantees are to be issued under the indenture (as supplemented prior to the date hereof, the “Base Indenture”), dated as of October 22, 2007, among the Company, the Guarantors, and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as subsequently supplemented by the Eighth Supplemental Indenture (the “Eighth

Covidien Plc – To: Covidien International Finance S.A. 3b, Boulevard Prince Henri L-1724 Luxembourg Avocats à la Cour 33, avenue J.F. Kennedy L-1855 Luxembourg PO Box 5017 L-1050 Luxembourg Tel +352 4444 55 1 Fax +352 4444 55 222 Direct +352 4444 55 411 Personal fax +352 4444 55 444 Our ref 0087012-0000001 LU:6344923.1 Luxembourg, 16 May 2013 (May 16th, 2013)

Covidien International Finance S.A. (incorporated with limited liability under the laws of the Grand Duchy of Luxembourg)

Covidien Plc – [Letterhead of Arthur Cox] (May 16th, 2013)
Covidien Plc – [Letterhead of Gibson, Dunn & Crutcher LLP] (May 16th, 2013)
Covidien Plc – Covidien Announces Senior Notes Offering (May 14th, 2013)

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation, or sale of any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

Covidien Plc – Covidien Announces Pricing of $750 Million Senior Notes Offering (May 14th, 2013)

DUBLIN - May 13, 2013 - Covidien plc (NYSE: COV) today announced that its wholly-owned subsidiary, Covidien International Finance S.A. (CIFSA), priced an underwritten offering of $750 million aggregate principal amount of 2.950% senior notes due 2023. The offering is expected to close on May 16, 2013.

Covidien Plc – Covidien plc Consolidated Statement of Income Fiscal Year Ended September 28, 2012 (dollars in millions, except per share data) GAAP Reclass to Discontinued Operations(1) Adjusted for Discontinued Operations(2) (3) Net sales $ 11,852 $ (2,001 ) $ 9,851 Cost of goods sold 5,038 (1,094 ) 3,944 Gross profit 6,814 (907 ) 5,907 Selling, general and administrative expenses 3,686 (425 ) 3,261 Research and development expenses 623 (144 ) 479 Restructuring charges, net 91 (9 ) 82 Operating income 2,414 (329 ) 2,085 Interest expense (206 ) — (206 ) Interest income 16 (1 ) 15 Other income, net 25 — 25 In (May 3rd, 2013)