LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 5th, 2017 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of May 5, 2017 by and among the following parties:
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 5th, 2017 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • New York
THIS PURCHASE AND SALE AGREEMENT dated as of May 5, 2017 (this “Agreement”) is among HILL-ROM COMPANY, INC., an Indiana corporation (“Hill-Rom”), as an originator and as initial servicer (in such capacity, the “Servicer”), THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS ORIGINATORS (together with Hill-Rom, the “Originators” and each, an “Originator”), and HILL-ROM FINANCE COMPANY LLC, a Delaware limited liability company (the “Buyer”). For good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
PERFORMANCE GUARANTYPerformance Guaranty • May 5th, 2017 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This PERFORMANCE GUARANTY, (this “Agreement”) dated as of May 5, 2017, is between HILL-ROM HOLDINGS, INC., an Indiana corporation (the “Performance Guarantor”), and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (“BTMU”), as administrative agent (in such capacity, the “Administrative Agent”) for and on behalf of the Credit Parties and other Secured Parties, from time to time (each of the foregoing, including the Administrative Agent, a “Beneficiary” and, collectively, the “Beneficiaries”) under the Loan and Security Agreement, dated as of the date hereof, among Hill-Rom Finance Company LLC, a Delaware limited liability company (“Borrower”), Hill-Rom Company, Inc., an Indiana corporation, as initial servicer (in such capacity, the “Servicer”), the Administrative Agent and BTMU, as committed lender (as amended, restated, supplemented or otherwise modified from time to time, the “Loan and Security Agreement”). Capitalized terms used and not otherwise defined in this Agreement are
