ContractMaster Repurchase Agreement • May 4th, 2018 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus
THE BOND MARKET ASSOCIATION Master Repurchase Agreement September 1996 Version Dated as of May 4, 2018 Between:Hill-Rom Manufacturing, Inc.andMUFG Bank. Ltd.1. Applicability From time to time the parties hereto may enter into transactions in which one party (“Seller”) agrees to transfer to the other (“Buyer”) securities or other assets (“Securities”) against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Securities at a date certain or on demand, against the transfer of funds by Seller. Each such transaction shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in Annex I hereto and in any other annexes identified herein or therein as applicable hereunder. 2. Definitions (a) “Act of Insolvency”, with respect to any party, (i) the commencement by such party as debtor ofany case or proceeding under any bankruptc
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 4th, 2018 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • New York
GUARANTYGuaranty • May 4th, 2018 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This GUARANTY, (this “Agreement”) dated as of May 4, 2018, is between HILL-ROM HOLDINGS, INC., an Indiana corporation (the “Guarantor”), and MUFG BANK, LTD., as buyer (“Buyer”) under the Master Framework Agreement, dated as of the date hereof, among Hill-Rom Company, Inc., an Indiana corporation, Hill-Rom Manufacturing, Inc., an Indiana corporation, and each of the Additional Sellers from time to time party thereto (together the “Sellers”), Hill-Rom Company, Inc., an Indiana corporation, as agent for the Sellers (in such capacity, the “Sellers’ Agent”), and Buyer (as amended, restated, supplemented or otherwise modified from time to time, the “Framework Agreement”). Capitalized terms used and not otherwise defined in this Agreement are used as defined in, or by reference in, the Framework Agreement. The interpretive provisions set out in Section 1.2 of the Framework Agreement shall be incorporated herein and applied in the interpretation of this Agreement.
AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 4th, 2018 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • New York
AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT, dated as of May 4, 2018 (the “Amendment”), is among HILL-ROM COMPANY, INC., an Indiana corporation (“Hill-Rom”), as initial Servicer (in such capacity, the “Servicer”), each of the Originators party to the Agreement (as defined below) (each, an “Originator” and collectively, the “Originators”), and HILL-ROM FINANCE COMPANY LLC, a Delaware limited liability company, as buyer (the “Buyer”).
MASTER FRAMEWORK AGREEMENTMaster Framework Agreement • May 4th, 2018 • Hill-Rom Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This MASTER FRAMEWORK AGREEMENT (this “Framework Agreement”), is made and entered into as of May 4, 2018 (the “Effective Date”), by and among:
