Hillenbrand, Inc. Underwriting AgreementUnderwriting Agreement • February 8th, 2024 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • New York
Hillenbrand, Inc., an Indiana corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as the representatives (the “Representatives”), $500,000,000 principal amount of its 6.2500% Notes due 2029 (the “Securities”). The Securities will be issued pursuant to an Indenture, dated as of July 9, 2010 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by an eleventh supplemental indenture, dated as of February 14, 2024, relating to the Securities (the “Eleventh Supplemental Indenture,” and together with the Base Indenture, the “Indenture”).
AMENDMENT AND RESTATEMENT AGREEMENT Dated as of November 19, 2012Credit Agreement • November 21st, 2012 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • New York
THIS AMENDMENT AND RESTATEMENT AGREEMENT (this “Agreement”) is made as of November 19, 2012 by and among Hillenbrand, Inc. (the “Company”), Hillenbrand Luxembourg S.à r.l., K-Tron (Schweiz) GmbH, Hillenbrand Switzerland GmbH, Batesville Canada Ltd., Jeffery Rader Canada Company and Rotex Europe Ltd (collectively, the “Subsidiary Borrowers” and, together with the Company, the “Borrowers”), the financial institutions listed on the signature pages hereof (collectively, the “Lenders”) and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders (the “Administrative Agent”), under that certain Credit Agreement dated as of July 27, 2012 by and among the Company, the Subsidiary Borrowers party thereto from time to time, the lenders party thereto from time to time and the Administrative Agent (as in effect on the date hereof, the “Existing Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to the
HILLENBRAND, INC., Issuer, AND U.S. BANK NATIONAL ASSOCIATION, Trustee Form of Indenture Dated as of July , 2010Indenture • July 6th, 2010 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • New York
INDENTURE, dated as of July , 2010, between HILLENBRAND, INC., a corporation duly organized and existing under the laws of the State of Indiana (herein called the “Company”), having its principal office at One Batesville Boulevard, Batesville, Indiana 47006, and U.S. BANK NATIONAL ASSOCIATION, as Trustee (herein called the “Trustee”).
EMPLOYMENT AGREEMENT PREAMBLE This Employment Agreement defines the essential terms and conditions of our employment relationship with you. The subjects covered in this Agreement are vitally important to you and to the Company. Thus, you should read...Employment Agreement • April 1st, 2008 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • Indiana
This EMPLOYMENT AGREEMENT, dated and effective this 31st day of March, 2008 is entered into by and between Batesville Holdings, Inc. (to be renamed Hillenbrand, Inc.) (“Company”) and John R. Zerkle (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 16th, 2022 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • Indiana
This EMPLOYMENT AGREEMENT (this “Agreement”), is made to be effective as of the 1st day of October 2015 (the “Effective Date”), by and between Hillenbrand, Inc., an Indiana corporation (the “Company”), and Nicholas Farrell (“Executive”). Each of the Company and Executive is sometimes referred to below as a “Party” and together they are the “Parties.” The Company’s direct and remote parent and subsidiary companies, and those companies under common control with the Company, as constituted from time to time, are referred to below as its “affiliated companies.”
FORM OF CHANGE IN CONTROL AGREEMENTChange in Control Agreement • November 16th, 2022 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • Indiana
This Change in Control Agreement (the “Agreement”) is made as of the ___ day of ______________, 20___ (the “Effective Date”), by and between Hillenbrand, Inc., an Indiana corporation (the “Company”), and _______________ (the “Executive”).
DISTRIBUTION AGREEMENT BY AND BETWEEN HILLENBRAND INDUSTRIES, INC. AND BATESVILLE HOLDINGS, INC. Dated as of March 14, 2008Distribution Agreement • April 1st, 2008 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • Indiana
THIS DISTRIBUTION AGREEMENT, dated as of March 14, 2008 (this “Agreement”), is entered into by and between Hillenbrand Industries, Inc., an Indiana corporation (“RemainCo”), and Batesville Holdings, Inc., an Indiana corporation (“SpinCo”). Capitalized terms used herein and not other otherwise defined shall have the meanings set forth in Article I.
September 4, 2019Private Shelf Agreement • September 4th, 2019 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • New York
Reference is made to the Private Shelf Agreement, dated as of December 6, 2012 (as amended by Amendment No. 1 dated as of December 15, 2014, Amendment No. 2 dated as of December 19, 2014, Amendment No. 3 dated as of March 24, 2016 and Amendment No. 4 dated as of December 8, 2017, the “Note Agreement”), by and among Hillenbrand, Inc., an Indiana corporation (the “Company”), PGIM, Inc. (f/k/a Prudential Investment Management, Inc.) (“Prudential”) and each Prudential Affiliate (as therein defined) that has become or becomes bound thereby. Capitalized terms used herein that are not otherwise defined herein shall have the meaning specified in the Note Agreement.
JUDGMENT SHARING AGREEMENT BY AND AMONG HILLENBRAND INDUSTRIES, INC. BATESVILLE HOLDINGS, INC. AND BATESVILLE CASKET COMPANY, INC. Dated as of March 14, 2008Judgment Sharing Agreement • April 1st, 2008 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • Indiana
THIS JUDGMENT SHARING AGREEMENT, dated as of March 14, 2008 (this “Agreement”), is entered into by and among Hillenbrand Industries, Inc., an Indiana corporation (“HI”), Batesville Holdings, Inc., an Indiana corporation (“BSI Parent”), and Batesville Casket Company, Inc., an Indiana corporation (“BSI”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Article I.
EMPLOYMENT AGREEMENT Amended and Restated as of November 11, 2008Employment Agreement • November 23rd, 2010 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • New Jersey
THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as of November 11, 2008 (the “Effective Date”) by and between K-TRON INTERNATIONAL, INC., a New Jersey corporation (“K-Tron”), and KEVIN C. BOWEN (the “Employee”).
OFFICER INDEMNITY AGREEMENTOfficer Indemnity Agreement • March 10th, 2008 • Batesville Holdings, Inc. • Miscellaneous manufacturing industries • Indiana
WHEREAS, the Corporation is aware that competent and experienced persons are increasingly reluctant to serve as officers of corporations unless they are protected by officer liability insurance and/or indemnification, due to the increasing amount of litigation against officers and the increasing expense of defending such claims; and
in respect of the EUR 325,000,000 SYNDICATED L/G FACILITY AGREEMENT originally dated 21 June 2022 HILLENBRAND, INC. AND CERTAIN OF ITS SUBSIDIARIES arranged by COMMERZBANK AKTIENGESELLSCHAFT (as Arranger) with COMMERZBANK AKTIENGESELLSCHAFT (as Agent)...Syndicated Loan Agreement • June 23rd, 2023 • Hillenbrand, Inc. • Miscellaneous manufacturing industries
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 10th, 2008 • Batesville Holdings, Inc. • Miscellaneous manufacturing industries • Indiana
This Change in Control Agreement (the “Agreement”) is made and entered into as of (date) by and between Hillenbrand, Inc., an Indiana corporation (the “Company”), and (the “Executive”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN HILLENBRAND INDUSTRIES, INC., AND BATESVILLE HOLDINGS, INC. DATED AS OF MARCH 14, 2008Employee Matters Agreement • April 1st, 2008 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • Indiana
This EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is entered into by and between Hillenbrand Industries, Inc., an Indiana corporation (“RemainCo”), and Batesville Holdings, Inc., an Indiana corporation (“SpinCo”), each a “Party” and together, the “Parties.”
HILLENBRAND, INC. STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 16th, 2022 • Hillenbrand, Inc. • Miscellaneous manufacturing industries
This Restricted Stock Unit Award Agreement (this “Agreement”) is effective as of the 3rd day of January, 2022 (the “Grant Date”), between Hillenbrand, Inc. (the “Company”) and Aneesha Arora (the “Employee”) and evidences the grant by the Company of Restricted Stock Units (hereinafter, “Restricted Stock Units,” “Units” or “Award”) in accordance with the provisions of the Hillenbrand, Inc. Amended and Restated Stock Incentive Plan, as amended from time-to-time (the “Plan”).
HILLENBRAND, INC. STOCK INCENTIVE PLAN PERFORMANCE BASED UNIT AWARD AGREEMENT Relative Total Shareholder ReturnPerformance Based Unit Award Agreement • February 11th, 2021 • Hillenbrand, Inc. • Miscellaneous manufacturing industries
This Performance Based Unit Award Agreement (this “Agreement”) is effective as of the ___ day of December, 20__, between Hillenbrand, Inc. (the “Company”) and _________________ (the “Employee”). The Award evidences the grant by the Company of Restricted Stock Units subject to the attainment of certain performance measures as described herein (hereinafter, “Performance Based Units,” “Units” or “Award”), all in accordance with the provisions of the Hillenbrand, Inc. Amended and Restated Stock Incentive Plan, as amended from time-to-time (the “Plan”). The number of Units that will ultimately be earned under this Agreement, as well as the number of shares of Common Stock that will be distributed in settling those earned Units, which will not be determined until the end of the Measurement Period, will depend on the Company’s Total Shareholder Return (as defined below) relative to that of the current members of the S&P MidCap 400 Industrials Index (the “Index”).
EMPLOYMENT AGREEMENT PREAMBLE This Employment Agreement defines the essential terms and conditions of our employment relationship with you. The subjects covered in this Agreement are vitally important to you and to the Company. Thus, you should read...Employment Agreement • April 1st, 2008 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • Indiana
This EMPLOYMENT AGREEMENT, dated and effective this 31st day of March, 2008 is entered into by and between Batesville Holdings, Inc. (to be renamed Hillenbrand, Inc.) (“Company”) and Cynthia L. Lucchese (“Employee”).
EMPLOYMENT AGREEMENT P R E A M B L E This Employment Agreement defines the essential terms and conditions of our employment relationship with you. The subjects covered in this Agreement are vitally important to you and to the Company. Thus, you should...Employment Agreement • November 28th, 2011 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • Indiana
This EMPLOYMENT AGREEMENT, dated and effective this 1st day of December, 2010, is entered into by and between Hillenbrand, Inc. (“Company”) and Elizabeth E. Dreyer (“Employee”), and supersedes the prior Employment Agreement dated October 18, 2010.
HILLENBRAND, INC., AS ISSUER, THE GUARANTORS (AS DEFINED HEREIN) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE SUPPLEMENTAL INDENTURE No. 11 Dated as of February 14, 2024 to INDENTURE Dated as of July 9, 2010 among HILLENBRAND, INC.,...Supplemental Indenture • February 14th, 2024 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • New York
ELEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 14, 2024, by and among Hillenbrand, Inc., an Indiana corporation (the “Company”), the Guarantors (as defined herein) party hereto, and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), to the hereafter defined Base Indenture.
EMPLOYMENT AGREEMENT P R E A M B L E This Employment Agreement defines the essential terms and conditions of our employment relationship with you. The subjects covered in this Agreement are vitally important to you and to the Company. Thus, you should...Employment Agreement • February 6th, 2009 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • Indiana
This EMPLOYMENT AGREEMENT, dated and effective this 3rd day of November, 2008 is entered into by and between Hillenbrand, Inc. (“Company”) and Hinesh Patel (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 16th, 2022 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • Indiana
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 3rd day of January, 2022 (the “Effective Date”), by and between Hillenbrand, Inc., an Indiana corporation (the “Company”), and Aneesha Arora (“Executive”). Each of the Company and Executive is sometimes referred to below as a “Party” and together they are the “Parties.” The Company’s direct and remote parent and subsidiary companies, and those companies under common control with the Company, as constituted from time to time, are referred to below as its “Affiliated Companies.”
TAX SHARING AGREEMENT BY AND BETWEEN HILLENBRAND INDUSTRIES, INC. AND BATESVILLE HOLDINGS, INC. DATED AS OF MARCH 31, 2008Tax Sharing Agreement • April 1st, 2008 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • Indiana
THIS TAX SHARING AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of March, 2008, by and between Hillenbrand Industries, Inc., an Indiana corporation (“RemainCo”), and Batesville Holdings, Inc., an Indiana corporation (“SpinCo”). Each of RemainCo and SpinCo is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
PRIVATE SHELF AGREEMENTPrivate Shelf Agreement • February 4th, 2013 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • New York
TO EACH OTHER PRUDENTIAL AFFILIATE WHICH BECOMES BOUND BY THIS AGREEMENT AS HEREINAFTER PROVIDED (EACH, A “PURCHASER” AND COLLECTIVELY, THE “PURCHASERS”):
EMPLOYMENT AGREEMENT PREAMBLE This Employment Agreement defines the essential terms and conditions of our employment relationship with you. The subjects covered in this Agreement are vitally important to you and to the Company. Thus, you should read...Employment Agreement • August 12th, 2008 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • Indiana
This EMPLOYMENT AGREEMENT, dated and effective this _____ day of June, 2008, is entered into by and between Hillenbrand, Inc. (“Company”) and Joe A. Raver (“Employee”).
HILLENBRAND, INC. AND CERTAIN OF ITS SUBSIDIARIES arranged by COMMERZBANK AKTIENGESELLSCHAFT (as Arranger) with COMMERZBANK FINANCE & COVERED BOND S.A. (as Agent) SYNDICATED L/G FACILITY AGREEMENT EUR 225,000,000 Die Welle Reuterweg 20 60323 Frankfurt...Syndicated L/G Facility Agreement • June 23rd, 2022 • Hillenbrand, Inc. • Miscellaneous manufacturing industries
HILLENBRAND, INC., AS ISSUER, THE NEW GUARANTORS PARTY HERETO and AS TRUSTEE SUPPLEMENTAL INDENTURE No. 5 Dated as of December 15, 2020 to INDENTURE Dated as of July 9, 2010 among HILLENBRAND, INC., AS ISSUER and AS TRUSTEESupplemental Indenture • May 4th, 2021 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • New York
FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 15, 2020, by and among Hillenbrand, Inc., an Indiana corporation (the “Company”), Milacron LLC, a Delaware limited liability company (“Milacron”), Milacron Plastics Technologies Group LLC, a Delaware limited liability company (“Milacron Plastics”), Milacron Marketing Company LLC, a Delaware limited liability company (“Milacron Marketing”), Hillenbrand Luxembourg, Inc., a Delaware corporation (“Hillenbrand Luxembourg” and, together with Milacron, Milacron Plastics, and Milacron Marketing, the “New Guarantors” and, each, a “New Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”), under the hereafter defined Indenture.
EMPLOYMENT AGREEMENTEmployment Agreement • February 3rd, 2021 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • Ontario
WHEREAS the Company and the Employee (hereinafter, the "Parties") had an ongoing employment relationship for their mutual benefit; since the 8th day of January, 1991;
AMENDED EMPLOYMENT AGREEMENT P R E A M B L E This Employment Agreement defines the essential terms and conditions of our employment relationship with you. The subjects covered in this Agreement are vitally important to you and to the Company. Thus,...Employment Agreement • March 10th, 2008 • Batesville Holdings, Inc. • Miscellaneous manufacturing industries • Indiana
This EMPLOYMENT AGREEMENT, dated and effective this 31st day of March, 2008 is entered into by and between Batesville Holdings, Inc. (to be renamed Hillenbrand, Inc.) (“Company”) and Kenneth A. Camp (“Employee”).
CREDIT AGREEMENT Dated as of March 28, 2008Credit Agreement • April 1st, 2008 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • New York
EMPLOYMENT AGREEMENT P R E A M B L E This Employment Agreement defines the essential terms and conditions of our employment relationship with you. The subjects covered in this Agreement are vitally important to you and to the Company. Thus, you should...Employment Agreement • March 10th, 2008 • Batesville Holdings, Inc. • Miscellaneous manufacturing industries • Indiana
This EMPLOYMENT AGREEMENT, dated and effective this 31st day of March, 2008 is entered into by and between Batesville Holdings, Inc. (to be renamed Hillenbrand, Inc.) (“Company”) and Cynthia L. Lucchese (“Employee”).
EMPLOYMENT AGREEMENT P R E A M B L E This Employment Agreement defines the essential terms and conditions of our employment relationship with you. The subjects covered in this Agreement are vitally important to you and to the Company. Thus, you should...Employment Agreement • March 10th, 2008 • Batesville Holdings, Inc. • Miscellaneous manufacturing industries • Indiana
This EMPLOYMENT AGREEMENT, dated and effective this 31st day of March, 2008 is entered into by and between Batesville Holdings, Inc. (to be renamed Hillenbrand, Inc.) (“Company”) and John R. Zerkle (“Employee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 5th, 2011 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • Delaware
This Securities Purchase Agreement (this “Agreement”) is made and entered into as of August 4, 2011 by and among (i) Rotex Holdings, LLC, a Delaware limited liability company (the “Seller”), (ii) Rotex Global, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Seller (the “Company”), and (iii) Hillenbrand, Inc., an Indiana corporation (the “Buyer”).
May 19, 2020Private Shelf Agreement • May 20th, 2020 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • New York
Reference is made to the Private Shelf Agreement, dated as of December 6, 2012 (as amended by Amendment No. 1 dated as of December 15, 2014, Amendment No. 2 dated as of December 19, 2014, Amendment No. 3 dated as of March 24, 2016, Amendment No. 4 dated as of December 8, 2017, Amendment No. 5 dated as of September 4, 2019 and Amendment No. 6 dated as of January 10, 2020, the “Note Agreement”), by and among Hillenbrand, Inc., an Indiana corporation (the “Company”), PGIM, Inc. (f/k/a Prudential Investment Management, Inc.) (“Prudential”) and each Prudential Affiliate (as therein defined) that has become or becomes bound thereby. Capitalized terms used herein that are not otherwise defined herein shall have the meaning specified in the Note Agreement.
AGREEMENT AND PLAN OF MERGER BY AND AMONG HILLENBRAND, INC., KRUSHER ACQUISITION CORP., AND K-TRON INTERNATIONAL, INC. DATED AS OF JANUARY 8, 2010Merger Agreement • January 11th, 2010 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • New York
This AGREEMENT AND PLAN OF MERGER, dated as of January 8, 2010 (this “Agreement”), is made and entered into among Hillenbrand, Inc., an Indiana corporation (“Parent”), Krusher Acquisition Corp., a New Jersey corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”), and K-Tron International, Inc., a New Jersey corporation (the “Company”). Parent, Merger Sub and the Company are referred to individually as a “Party” and collectively as the “Parties.”
Hillenbrand, Inc. Cash Award and Repayment Agreement August 7, 2014Cash Award and Repayment Agreement • November 19th, 2014 • Hillenbrand, Inc. • Miscellaneous manufacturing industries
Hillenbrand, Inc. (the “Company”) shall pay Kristina Cerniglia (“you”) a cash award equal to $650,000, less applicable taxes (the “Award”), as an inducement to you and in recognition of the forfeiture of outstanding compensation from your previous employer. In the event you terminate employment with the Company without “Good Reason” or you are terminated for “Cause” (as such terms are defined in your employment agreement), you shall repay all or some portion of the Award as follows:
