0001104659-20-003053 Sample Contracts

January 10, 2020
Private Shelf Agreement • January 10th, 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 and Amendment No. 5 dated as of September 4, 2019, 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.

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AMENDMENT NO. 3 Dated as of January 10, 2020 to THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 28, 2019
Credit Agreement • January 10th, 2020 • Hillenbrand, Inc. • Miscellaneous manufacturing industries • New York

THIS AMENDMENT NO. 3 (this “Amendment”) is made as of January 10, 2020 (the “Effective Date”) by and among (i) Hillenbrand, Inc. (the “Company”), (ii) the parties identified as Subsidiary Borrowers on the signature pages hereof (each a “Subsidiary Borrower” and, collectively with the Company, the “Borrowers”), (iii) the Lenders party hereto (the “Lenders”) and (iv) JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Third Amended and Restated Credit Agreement dated as of August 28, 2019 by and among the Borrowers, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

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