Hill-Rom Holdings, Inc. (Form: 10-K, Received: 11/19/2018 06:05:10)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)



þ	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended September 30, 2018



¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ____ to ____

Commission File No. 1-6651

HILL-ROM HOLDINGS, INC.

(Exact name of registrant as specified in its charter)



Indiana	35-1160484
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

130 East Randolph Street, Suite 1000 Chicago, IL	60601
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (312) 819-7200

Securities registered pursuant to Section 12(b) of the Act:



Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, without par value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes þ No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ¨ No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No þ

The aggregate market value of the registrant’s voting common equity, held by non-affiliates of the registrant, was approximately $5.8 billion , based on the closing sales price of $87.00 per share as of March 29, 2018 (the last business day of the registrant’s most recently completed second fiscal quarter). There is no non-voting common equity held by non-affiliates.

The registrant had 67,283,434 shares of its common stock, without par value, outstanding as of November 13, 2018 .

Documents incorporated by reference.

Certain portions of the registrant’s definitive Proxy Statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held on March 6, 2019 are incorporated by reference into Part III of this Annual Report on Form 10-K.

HILL-ROM HOLDINGS, INC.

Annual Report on Form 10-K

For the Fiscal Year Ended September 30, 2018

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		Page
PART I
	Disclosure Regarding Forward Looking Statements	3
Item 1.	Business	3
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	14
Item 2.	Properties	15
Item 3.	Legal Proceedings	16
Item 4.	Mine Safety Disclosures (not applicable)	16

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	17
Item 6.	Selected Financial Data	19
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 8.	Financial Statements and Supplementary Data	38
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	81
Item 9A.	Controls and Procedures	81
Item 9B.	Other Information	81

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	85
Item 11.	Executive Compensation	85
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	85
Item 13.	Certain Relationships and Related Transactions and Director Independence	85
Item 14.	Principal Accounting Fees and Services	85

PART IV
Item 15.	Exhibits and Financial Statement Schedules	86

	SIGNATURES	93

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PART I

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K (“Form 10-K”) contain forward-looking statements within the meanings of the Private Securities Litigation Reform Act of 1995, as amended, regarding our future plans, objectives, beliefs, expectations, representations and projections.

Forward-looking statements are not guarantees of future performance, and our actual results could differ materially from those set forth in any forward-looking statements. Factors that could cause actual results to differ from forward-looking statements include, but are not limited to, the factors discussed in Part I, Item 1A “Risk Factors” in this Form 10-K and in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-K. We assume no obligation to update or revise any forward-looking statements, unless required by law.


Item 1.	BUSINESS

General

Hill-Rom Holdings, Inc. (the “Company,” “Hill-Rom,” “we,” “us,” or “our”) was incorporated on August 7, 1969 in the State of Indiana and is headquartered in Chicago, Illinois. We are a leading global medical technology company with more than 10,000 employees worldwide. We partner with health care providers in more than 100 countries, across multiple care settings, by focusing on patient care solutions that improve clinical and economic outcomes in five core areas: Advancing Mobility, Wound Care and Prevention, Patient Monitoring and Diagnostics, Surgical Safety and Efficiency and Respiratory Health. Our innovations ensure caregivers have the products they need to help diagnose, treat and protect their patients; speed up recoveries; and manage conditions. Every day, around the world, we enhance outcomes for patients and their caregivers.

Segment Information

We disclose segment information that is consistent with the way in which management operates and views the business. Our operating structure contains the following reporting segments:


•	Patient Support Systems – globally provides our med-surg and specialty bed systems and surfaces, safe patient handling equipment and mobility solutions, as well as our clinical workflow solutions that deliver software and information technologies to improve care and deliver actionable insight to caregivers and patients.


•	Front Line Care – globally provides patient monitoring and diagnostic technologies, including a diversified portfolio of physical assessment tools that help diagnose, treat and manage a wide variety of illnesses and diseases, as well as a portfolio of vision care and respiratory care devices.


•	Surgical Solutions – globally provides products that improve surgical safety and efficiency in the operating room including tables, lights, pendants, positioning devices, and various other surgical instruments and accessories.

Net revenue, segment profitability and other measures of segment reporting for each reporting segment are set forth in Note 11 of our Consolidated Financial Statements included under Part II, Item 8 of this Form 10-K.

Products and Services

Patient Support Systems . Our innovative patient support systems include a variety of specialty frames and surfaces (such as medical surgical (“med-surg”) beds, intensive care unit beds, and bariatric patient beds), patient mobility solutions (such as lifts and other devices used to safely move patients), non-invasive therapeutic products and surfaces, and our information technologies and software solutions. These patient support systems are sold globally and can be designed for use in high, mid, and low acuity settings, depending on the specific design options, and are built to advance mobility, reduce patient falls and caregiver injuries, improve caregiver efficiency and prevent and care for pressure injuries. In addition, we also sell equipment service contracts for our capital equipment, primarily in the United States. Approximately 50% , 52% and 55% of our revenue in fiscal 2018 , 2017 and 2016 was derived from this segment.

Front Line Care. Our Front Line Care products include our patient monitoring and diagnostics products from Welch Allyn and Mortara and our respiratory health products. Our patient monitoring and diagnostics products include blood pressure, physical assessment, vital signs monitoring, diagnostic cardiopulmonary, diabetic retinopathy screening, and thermometry products. We

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integrated Welch Allyn and Mortara technologies with the release of Connex ^® Cardio ECG which combines the clinical excellence of Mortara technology with Welch Allyn EMR connectivity expertise. Our respiratory health products include the Vest ^® System, VitalCough ^® System, MetaNeb ^® System and new Monarch ^® System. These products are designed to assist patients in the mobilization of retained blockages that, if not removed, may lead to increased rates of respiratory infection, hospitalization, and reduced lung function. Front Line Care products are sold globally within multiple care settings including primary care, acute care, extended care and home care (primarily respiratory health products). Approximately 34% , 32% , and 30% of our revenue in fiscal 2018 , 2017 and 2016 were derived from products within this segment.

Surgical Solutions. Our Surgical Solutions products include surgical tables, lights, and pendants utilized within the operating room setting. We also offer a range of positioning devices for use in shoulder, hip, spinal and lithotomy surgeries as well as platform-neutral positioning accessories for nearly every model of operating room table. In addition, we offer operating room surgical safety and accessory products such as scalpels and blades, light handle systems, skin markers and other disposable products. The products offered within this segment are both capital sales and recurring consumable revenue streams that are sold globally. Approximately 16% , 16% , and 15% of our revenue in fiscal 2018 , 2017 and 2016 were derived from products within this segment.

We have extensive distribution capabilities and broad reach across all health care settings. We primarily operate in the following channels: (1) sales and rentals of products to acute and extended care facilities worldwide through both a direct sales force and distributors; (2) sales and rentals of products directly to patients in the home; and (3) sales into primary care facilities (primarily Welch Allyn and Mortara products) through distributors. Through our network of 147 North American and 30 international service centers, and approximately 1,900 service professionals, we provide technical support and services and rapidly deliver our products to customers as-needed, providing our customers flexibility to purchase or rent select products. No single customer accounts for more than 10% of our revenue.

Raw Materials

Principal materials used in our products for each business segment include carbon steel, aluminum, stainless steel, wood and laminates, petroleum based products, such as foams and plastics, and other materials, substantially all of which are available from multiple sources. Motors and electronic controls for electrically operated beds and certain other components are purchased from one or more manufacturers.

Prices fluctuate for raw materials and sub-assemblies used in our products based on a number of factors beyond our control. Specifically, over the past several years, the fluctuating prices of certain raw materials, including metals, fuel, plastics and other petroleum-based products in particular, and fuel related delivery costs, had a direct effect on our profitability. Although we generally have not engaged in hedging transactions with respect to raw material purchases, we have entered into fixed price supply contracts at times.

Most of our contracts with hospital Group Purchasing Organizations (“GPOs”) and other customers for the sale of products in North America permit us to institute annual list price increases, although we may not always be able to raise prices sufficiently to offset all raw material cost inflation.

Competition

Across our business, we compete on the basis of clinical expertise and resulting product clinical utility and ability to produce favorable outcomes, as well as value, quality, customer service, innovation and breadth of product offerings. We evaluate our competition based on our segments.

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The following table displays our significant competitors with respect to each segment:



Segments	Competitors

Patient Support Systems	ArjoHuntleigh Ascom Holding Joerns Healthcare LINET spol. s.r.o. Rauland, a Division of AMETEK, Inc.	Sizewise Stiegelmeyer Stryker Corporation

Front Line Care	Covidien, Ltd., a Division of Medtronic plc. Electromed, Inc. Exergen Corporation GE Healthcare Heine Optotechnik International Biophysics Corporation Keeler Instruments, Inc. Littman, a 3M Brand	Mindray Medical International Midmark Corporation Omron Healthcare, Inc. Philips Resmed Rudolf Riester GmbH Schiller AG Thayer Medical Corporation

Surgical Solutions	Action Medical DeRoyal Draeger Maquet, a Division of Getinge AB MizuhoOSI	Skytron Steris Stryker Corporation Swann-Morton

Additionally, we compete with a large number of smaller and regional manufacturers.

Regulatory Matters

FDA Regulation. We design, manufacture, install and distribute medical devices that are regulated by the U.S. Food and Drug Administration (“FDA”) and similar agencies in other countries. The regulations and standards of these agencies evolve over time and require us to make changes in our manufacturing processes and quality systems to remain in compliance. The FDA’s Quality System regulations and the regulatory equivalents internationally set forth standards for our product design and manufacturing processes, require the maintenance of certain records and provide for inspections of our facilities. From time to time, the FDA performs routine inspections of our facilities and may inform us of certain deficiencies in our processes or facilities. In addition, there are certain state and local government requirements that must be complied with in the manufacturing and marketing of our products. See Item 1A. Risk Factors for additional information.

Environmental. We are subject to a variety of federal, state, local and foreign environmental laws and regulations relating to environmental and health and safety concerns, including the handling, storage, discharge and disposal of hazardous materials used in, or derived from, our manufacturing processes. When necessary, we provide reserves in our financial statements for environmental matters. We do not expect the remediation costs for any environmental issues in which we are currently involved to exceed $ 1.0 million .

Health Care Regulations. In March 2010, comprehensive health care reform legislation in the United States was signed into law through the passage of the Patient Protection and Affordable Health Care Act and the Health Care and Education Reconciliation Act. The health care industry continues to undergo significant change as this law is executed. In addition to health care reform, Medicare, Medicaid and managed care organizations, such as health maintenance organizations and preferred provider organizations, traditional indemnity insurers and third-party administrators are under increasing pressure to control costs and limit utilization, while improving quality and health care outcomes. These objectives are being advanced through a variety of reform initiatives including, but not limited to, accountable care organizations, value based purchasing, bundling initiatives and competitive bidding programs. We are also subject to a number of other regulations around the world related to the sale and distribution of health care products. The potential impact of these regulations to our business is discussed further in Item 1A. Risk Factors and Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in this Form 10-K.

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Product Development

Most of our products and product improvements are developed internally. We maintain professional working relationships with various medical professionals who assist in product research and development. New and improved products play a critical role in our sales growth. We continue to place emphasis on the development of proprietary products and product improvements to complement and expand our existing product lines. Our significant research and development activities are located in Acton, Massachusetts; Batesville, Indiana; Beaverton, Oregon; Cary, North Carolina; Milwaukee, Wisconsin; Skaneateles Falls, New York; Bologna, Italy; Pluvigner, France; Singapore; and Saalfeld and Puchheim, Germany.

Research and development is expensed as incurred. Research and development expense in fiscal 2018 , 2017 and 2016 was $135.6 million , $133.7 million and $133.5 million .

In addition, certain software development technology costs for software to be sold or licensed to customers are capitalized as intangibles and are amortized over a period of three to five years once the software is ready for its intended use. The amounts capitalized in fiscal 2018 , 2017 and 2016 were approximately $2.4 million , $2.3 million and $2.4 million .

Patents and Trademarks

We own, and may license from others, a number of patents on our products and manufacturing processes, but we do not believe any single patent or related group of patents is of material significance to any business segment or our business as a whole. We also own a number of trademarks and service marks relating to our products and services. Except for the marks “Hill-Rom ^® ”, “Welch Allyn ^® ” and “Bard-Parker ^® ”, we do not believe any single trademark or service mark is of material significance to any business segment or our business as a whole.

Foreign Operations

Information about our foreign operations is set forth in tables relating to geographic information in Note 11 of our Consolidated Financial Statements included under Part II, Item 8 of this Form 10-K.

Employees

As of September 30, 2018 , we had more than 10,000 employees worldwide. Approximately 3% of our employees in the United States work under collective bargaining agreements. We are also subject to various collective bargaining arrangements or national agreements outside the United States covering approximately 15% of our employees. The collective bargaining agreement at our primary U.S. manufacturing facility expires in January 2019. We have not experienced a work stoppage in the United States in over 40 years, and we believe that our employee relations are satisfactory. Refer to Item 1A. Risk Factors in this Form 10-K for additional information about our employees.

Executive Officers

The following sets forth certain information regarding our executive officers. The term of office for each executive officer expires on the date his or her successor is chosen and qualified. No director or executive officer has a “family relationship” with any other director or executive officer of the Company, as that term is defined for purposes of this disclosure requirement. There is no understanding between any executive officer and any other person pursuant to which the executive officer was selected.

John P. Groetelaars, 52, was elected President and Chief Executive Officer of Hill-Rom, effective May 2018. Previously, Mr. Groetelaars was Executive Vice President and President of Becton, Dickinson and Company’s (“BD”) Interventional Segment. Prior to the BD acquisition of C.R. Bard, Mr. Groetelaars was Group President at Bard, which he had joined in 2008. He previously held positions of increasing responsibility with Boston Scientific Corporation, Guidant Corporation and Eli Lilly.

Carlos Alonso, 59, was elected Senior Vice President and President, Hill-Rom International, effective April 2015. Before joining Hill-Rom, Mr. Alonso served as the President and CEO of the Esaote Group, a medical imaging leader based in Genova, Italy. Prior to the Esaote Group, Mr. Alonso served as the CEO of Esteve Pharmaceuticals based in Barcelona, Spain, and held various leadership roles of increasing responsibility with Baxter International, Inc. over the course of fifteen years, including serving as Global President of the Renal Division.

Andreas Frank, 42, was elected Chief Transformation Officer, effective October 2017. He previously served as Senior Vice President Corporate Development and Strategy. Before joining Hill-Rom, Mr. Frank was Director, Corporate Development at Danaher Corporation. Previously, he worked in the Corporate Finance and Strategy practice at the consulting firm McKinsey & Company.

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Paul Johnson, 53, was elected as Senior Vice President and President of Patient Support Systems, effective November 2016. He had previously served as president, PSS North America. Before joining Hill-Rom in 2013, Mr. Johnson held various commercial leadership positions at Life Technologies and GE Healthcare.

Kenneth Meyers, 56, was elected Senior Vice President and Chief Human Resources Officer, effective September 2015. Before joining Hill-Rom, Mr. Meyers was Senior Vice President and Chief Human Resources Officer at Hospira, Inc. Previously, he was a partner at Mercer / Oliver Wyman Consulting. Prior to Mercer / Oliver Wyman, he served as Senior Vice President, Human Resources, for Starbucks International.

Deborah Rasin, 52, was elected Senior Vice President, Chief Legal Officer and Secretary for Hill-Rom, effective January 2016. Previously she was General Counsel for Dentsply International Inc. Prior to Dentsply, Ms. Rasin served as General Counsel at Samsonite Corporation (for which she worked in Denver and London) and as a senior attorney at General Motors (in Detroit and Zurich).

Richard M. Wagner, 50, was elected Vice President, Controller and Chief Accounting Officer of the Company, effective May 2018. Before joining Hill-Rom, Mr. Wagner was Vice President, Finance at Cree, Inc. and prior to that role, he served as Vice President, Corporate Controller at Dentsply Sirona, Inc.

Alton Shader, 45, was elected Senior Vice President and President, Front Line Care, effective September 2015. He had served as Senior Vice President and President, North America since July 2012 and previously as Senior Vice President and President, Post-Acute Care with Hill-Rom since July 2011. Before joining Hill-Rom, Mr. Shader was General Manager of Renal at Baxter International, Inc. Previously, he served as General Manager for Baxter Ireland and held senior marketing positions in Baxter’s operations in Zurich and in California. As indicated in the Company’s Form 8-K filed with the SEC on November 2, 2018, Mr. Shader informed the Company that he will be resigning from his position as Senior Vice President and President, Front Line Care, effective December 1, 2018.

Steven J. Strobel, 60, was elected Senior Vice President, effective November 2014 and Chief Financial Officer, effective December 2014. Before joining Hill-Rom, Mr. Strobel was President of McGough Road Advisors, a corporate finance consulting firm, from 2012 to 2014 and previously Chief Financial Officer of BlueStar Energy, an independent retail energy services company, from 2009 to 2012. Prior to BlueStar, he served as Treasurer and Corporate Controller at Motorola, and in the same positions at Owens Corning. Mr. Strobel serves on the Board of Directors of Newell Brands Inc., where he chairs the Audit Committee.

Francisco Canal Vega, 57, was elected Senior Vice President and President, Surgical Solutions, effective June 2017. Prior to this, he had served as President of our Europe region from 2015. Before joining Hill-Rom, Mr. Canal held several senior executive roles at Baxter, Gambro, and Smith & Nephew.

Availability of Reports and Other Information

Our website is www.hill-rom.com . We make available on this website, free of charge, access to our annual, quarterly and current reports and other documents we file with, or furnish to, the Securities and Exchange Commission (“SEC”) as soon as practicable after such reports or documents are filed or furnished. We also make available on our website position specifications for the Chairperson, members of the Board of Directors and the Chief Executive Officer, our Global Code of Conduct (and any amendments or waivers), the Corporate Governance Standards of our Board of Directors and the charters of each of the standing committees of the Board of Directors. All of these documents are also available to shareholders in print upon request.


Item 1A.	RISK FACTORS

Our business involves risks. The following information about these risks should be considered carefully together with the other information contained herein. The risks described below are not the only risks we face. Additional risks not currently known or considered immaterial also might result in adverse effects on our business. Any of these risks could have a material adverse impact on our business, financial condition, or future results. The order in which these factors appear should not be construed to indicate their relative importance or priority.

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We face significant uncertainty in our industry due to government health care reform, changes in Medicare, Medicaid and other governmental medical program reimbursements, and we cannot predict how these reforms will impact our operating results.

In March 2010, the U.S. Congress adopted and President Obama signed into law comprehensive health care reform legislation through the passage of the Patient Protection and Affordable Health Care Act (H.R. 3590) and the Health Care and Education Reconciliation Act (H.R. 4872). We cannot predict with certainty what additional health care initiatives, if any, will be implemented at the federal or state level, or what the ultimate effect of federal health care reform or any future legislation or regulation will have on us. Globally, managed care organizations such as Medicare and Medicaid in the United States, are facing increasing pressure to both control health care utilization and to limit reimbursement. Changes in reimbursement programs or their regulations, including retroactive and prospective rate and coverage criteria changes, competitive bidding for certain products and services, and other changes intended to reduce expenditures (domestically or internationally), could adversely affect the portions of our businesses that are dependent on third-party reimbursement or direct governmental payments. Moreover, to the extent that our customers experience reimbursement pressure resulting in lower revenue for them, their demand for our products and services might decrease. The impact of the above mentioned items could have a material adverse impact on our business, results of operations and cash flows.

Failure by us or our suppliers to comply with FDA regulations and similar foreign regulations applicable to the products we design, manufacture, install or distribute could expose us to enforcement actions or other adverse consequences.

We design, manufacture, install and distribute medical devices that are regulated by the FDA and similar agencies in other countries. Failure to comply with applicable regulations could result in future product recalls, injunctions preventing the shipment of products or other enforcement actions that could have a material adverse effect on our revenue and profitability. Additionally, certain of our suppliers are subject to FDA regulations. The failure of these suppliers to comply with regulations could adversely affect us as regulatory actions taken by the FDA against those manufacturers can result in product shortages, recalls or modifications. We are also subject to the European Medical Device Regulations, which were adopted by the European Union (“EU”) as a common legal framework for all EU member states. These directives require companies that wish to manufacture and distribute medical devices in EU member states to meet certain quality system and safety requirements and ongoing product monitoring responsibilities, and obtain a “CE” marking (i.e., a mandatory conformity marking for certain products sold within the European Economic Area) for their products. Various penalties exist for non-compliance with the laws implementing the European Medical Device Directives, which if incurred, could have a material adverse impact on our business, results of operations and cash flows.

We could be subject to substantial fines or damages and possible exclusion from participation in federal or state health care programs if we fail to comply with the laws and regulations applicable to our business.

We are subject to stringent laws and regulations at both the federal and state levels governing the participation of durable medical equipment suppliers in federal and state health care programs. From time to time, the government seeks additional information related to our claims submissions, and in some instances government contractors perform audits of payments made to us under Medicare, Medicaid, and other federal health care programs. On occasion, these reviews identify overpayments for which we submit refunds. At other times, our own internal audits identify the need to refund payments. We believe the frequency and intensity of government audits and review processes has intensified and we expect this will continue in the future, due to increased resources allocated to these activities at both the federal and state Medicaid level, and greater sophistication in data review techniques.

If we are considered to have violated these laws and regulations, we could be subject to substantial fines, damages, possible exclusion from participation in federal health care programs such as Medicare and Medicaid and possible recoupment of any overpayments related to such violations. While we believe that our practices materially comply with applicable state and federal requirements, the requirements might be interpreted in a manner inconsistent with our interpretation. Failure to comply with applicable laws and regulations, even if inadvertent, could have a material adverse impact on our business.

We operate in a highly competitive industry that is subject to the risk of declining demand and pricing pressures, which could adversely affect our operating results.

Demand for our products and services depends in large part on overall demand in the health care market. Additionally, with the health care market’s increased focus on hospital asset and resource efficiency as well as reimbursement constraints, spending for some of our products could decline over time. Further, the competitive pressures in our industry could cause us to lose market share unless we increase our commercial investments or reduce our prices, which could adversely impact our operating results. The nature of this highly competitive marketplace demands that we successfully introduce new products into the market in a cost effective manner (more fully detailed below). These factors, along with possible legislative developments and others, might result in significant shifts in market share among the industry’s major participants, including us. Accordingly, if we are unable to effectively

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differentiate ourselves from our competitors in terms of both new products and diversification of our product portfolio through business acquisitions, then our market share, sales and profitability could be adversely impacted through lower volume or decreased prices.

We have a substantial amount of indebtedness. This level of indebtedness could adversely affect our ability to raise additional capital to fund operations, our flexibility in operating our business and our ability to react to changes in the economy or our industry.

As of September 30, 2018 , we had $1,972.9 million of indebtedness outstanding net of certain issuance costs. As a result of this debt, we have significant demands on our cash resources. The level of debt could, among other things:


•	require us to dedicate a large portion of our cash flow from operations to the servicing and repayment of our debt, thereby reducing funds available for working capital, capital expenditures, research and development expenditures and other general corporate requirements;


•	limit our ability to obtain additional financing to fund future working capital, capital expenditures, research and development expenditures and other general corporate requirements;


•	limit our flexibility in planning for, or reacting to, changes in its business and the industry in which we operate;


•	restrict our ability to make strategic acquisitions or dispositions or to maximize business opportunities;


•	place us at a disadvantage compared to competitors that have less debt;


•	adversely affect our credit rating, with the result that the cost of servicing our indebtedness might increase;


•	adversely affect the market price of our common stock;


•	limit our ability to apply proceeds from an offering or asset sale to purposes other than the servicing and repayment of debt; and


•	cause us to fail to meet payment obligations or otherwise default under our debt, which will give our lenders the right to accelerate the indebtedness and exercise other rights and remedies against us.

In addition, we might incur substantial additional indebtedness in the future, which could cause the related risks to intensify. We might need to refinance all or a portion of our indebtedness on or before their respective maturities. We cannot provide assurance that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. The terms of any additional debt might give the holders rights, preferences, and privileges senior to those of holders of our common stock, particularly in the event of liquidation. The terms of any new debt might also impose additional and more stringent restrictions on our operations than are currently in place. If we are unable to refinance our debt, we might default under the terms of our indebtedness, which could lead to an acceleration of the required repayment of the outstanding balance. We do not expect that we could repay all of our outstanding indebtedness if the repayment of such indebtedness was accelerated.

Our future financial performance will depend in part on the successful introduction of new products into the marketplace on a cost-effective basis.

Our future financial performance will depend in part on our ability to influence, anticipate, identify and respond to changing consumer preferences and needs. We can provide no assurances that our new products will achieve commercial acceptance in the marketplace. We might not correctly anticipate or identify trends in customer preferences or needs, or might identify them later than competitors do. In addition, difficulties in manufacturing or in obtaining regulatory approvals might delay or prohibit introduction of new products into the marketplace. Further, we might not be able to develop and produce new products at a cost that allows us to meet our goals for profitability. We may not be able to obtain patent protection on our new products or be able to defend our intellectual property rights globally. Warranty claims and service costs relating to our new products might be greater than anticipated, and we might be required to devote significant resources to address any quality issues associated with our new products, which could reduce the resources available for further new product development and other matters. In addition, the introduction of new products might also cause customers to defer purchases of existing products.

Failure to successfully introduce new products on a cost-effective basis, or delays in customer purchasing decisions related to the evaluation of new products, could cause us to lose market share and could materially adversely affect our business, financial condition, results of operations and cash flow.

Adverse developments in general domestic and worldwide economic conditions and instability and disruption of credit markets could have an adverse effect on our operating results, financial condition, or liquidity.

We are subject to risks arising from adverse changes in general domestic and global economic conditions, including recession or economic slowdown and disruption of domestic and international credit markets. The credit and capital markets could experience extreme volatility and disruption which could lead to periods of recessionary conditions and depressed levels of consumer and

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commercial spending. These recessionary conditions could cause customers to reduce, modify, delay or cancel plans to purchase our products and services. If our customers reduce investments in capital expenditures or utilize their limited capital funds to invest in products that we do not offer, it could negatively impact our operating results. Moreover, even if our revenue remains constant, our profitability could decline if there is a shift to sales of product mix or geographic locations with less favorable margins. If worldwide economic conditions worsen, we would expect our customers to scrutinize costs resulting from pressures on operating margin due to rising supply costs, reduced investment income and philanthropic giving, increased interest expense, reimbursement pressure, reduced elective health care spending and uncompensated care.

We might not be able to grow or achieve expected cost savings or profitability if we are unable to successfully acquire and integrate, or form business relationships with, other companies.

We have in the past, and expect in the future, to grow our business through mergers, acquisitions and other similar business arrangements. We might not be able to identify suitable acquisition candidates or business relationships, negotiate acceptable terms for such acquisitions or relationships or receive necessary financing on acceptable terms for such acquisitions or relationships. Additionally, we might become responsible for liabilities associated with businesses that we acquire to the extent they are not covered by indemnification from the sellers or by insurance. Even if we are able to consummate acquisitions, such acquisitions could be dilutive to earnings and we might not be fully successful in our integration efforts or fully realize expected benefits from the integration. Our integration efforts might also divert management and other resources from other important matters, and we could experience delays or unusual expenses in the integration process, including intangible asset impairments which could result in significant charges in our Consolidated Financial Statements included under Part II, Item 8 of this Form 10-K. Moreover, the margins for these companies might differ from our historical gross and operating margins resulting in a material adverse effect on our results of operations.

Failure to comply with regulations due to our contracts with U.S. government entities could adversely affect our business and results of operations.

Our business contracts with U.S. government entities are subject to specific rules, regulations and approvals applicable to government contractors. U.S. government agencies often reserve the right to conduct audits and investigations of our business practices to assure our compliance with these requirements. Our failure to comply with these or other laws and regulations could result in contract terminations, suspension or debarment from contracting with the U.S. Federal government, civil fines and damages and criminal prosecution. In addition, changes in procurement policies, budget considerations, unexpected U.S. developments, such as changes in the funding or structure of Department of Veterans Affairs or other government agencies to which we sell our products and services, might adversely affect sales to U.S. government entities.

The assets in our pension plans are subject to market disruptions. In addition, our pension plans are underfunded.

Our primary pension plan invests in a variety of equity and debt securities subject to market risks. In addition, our pension plans are underfunded by $54.8 million based on our projected benefit obligation and fair value of plan assets as of September 30, 2018 . Market volatility and disruption could cause declines in asset values or fluctuations in assumptions used to value our liability and expenses. If this occurs, we might need to make additional pension plan contributions and our pension expense in future years might increase.

Our business is significantly dependent on major contracts with GPOs, Integrated Delivery Networks (“IDNs”), and certain other distributors and purchasers.

A majority of our U.S. hospital sales and rentals are made pursuant to contracts with hospital GPOs. At any given time, we are typically at various stages of responding to bids and negotiating and renewing expiring GPO agreements. Failure to be included in certain of these agreements could have a material adverse effect on our business, including product sales and service and rental revenue.

Our participation in such programs often requires increased discounting or restrictions on our ability to raise prices, and failure to participate or to be selected for participation in such programs might result in a reduction of sales to the member hospitals. In addition, the industry is showing an increased focus on contracting directly with health systems or IDNs (which typically represent influential members and owners of GPOs). IDNs and health systems often make key purchasing decisions and have influence over the GPO’s contract decisions, and often request additional discounts or other enhancements. Further, certain other distributors and purchasers have similar processes to the GPOs and IDNs and failure to be included in agreements with these other purchasers could have a material adverse effect on our business.

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Increased prices for, or unavailability of, raw materials or sub-assemblies used in our products could adversely affect profitability or revenue. In particular, our results of operations could be adversely affected by high prices for metals, fuel, plastics and other petroleum-based products, and the impact of U.S. and foreign legislation, regulations and trade agreements relating to the materials we import. We also procure several raw materials and sub-assemblies from single suppliers.

Our profitability is affected by the prices and availability of the raw materials and sub-assemblies used in the manufacture of our products. These prices might fluctuate based on a number of factors beyond our control, including, but not limited to, changes in supply and demand, general economic conditions, labor costs, fuel related delivery costs, competition, and currency exchange rates. Our business is also subject to risks associated with U.S. and foreign legislation, regulations and trade agreements relating to the materials we import, including quotas, duties, tariffs or taxes, and other charges or restrictions on imports, which could adversely affect our operations and our ability to import materials used in our products at current or increased levels. We cannot predict whether additional U.S. and foreign customs quotas, duties (including antidumping or countervailing duties), tariffs, taxes or other charges or restrictions, requirements as to where raw materials must be purchased, additional workplace regulations or other restrictions on our imports will be imposed in the future or adversely modified, or what effect such actions would have on our costs of operations. Future quotas, duties or tariffs may have a material adverse effect on our business, financial condition, results of operations or cash flows. Future trade agreements could also provide our competitors with an advantage over us, or increase our costs, either of which could have a material adverse effect on our business, financial condition, results of operations or cash flows.

Significant increases in the cost of raw materials or sub-assemblies that cannot be recovered through increases in the prices of our products could adversely affect our results of operations. There can be no assurance that the marketplace will support higher prices or that such prices and productivity gains will fully offset any commodity cost increases in the future. We generally have not engaged in hedging transactions with respect to raw material purchases, but do enter into fixed price supply contracts at times. Future decisions not to engage in hedging transactions or ineffective hedging transactions might result in increased cost volatility, potentially adversely impacting our profitability.

Our dependency upon regular deliveries of supplies from particular suppliers means that interruptions or stoppages in such deliveries could adversely affect our operations until arrangements with alternate suppliers could be made. Several of the raw materials and sub-assemblies used in the manufacture of our products currently are procured only from a single source. If any of these sole-source suppliers were unable or unwilling to deliver these materials for an extended period of time, we might not be able to manufacture one or more products for a period of time, and our business could suffer. We might not be able to find acceptable alternatives, and any such alternatives could result in increased costs. Difficulties in the credit markets could adversely affect our suppliers’ access to capital and therefore their ability to continue to provide an adequate supply of the materials we use in our products.

The majority of our products are manufactured at a single facility or location, and the material damage or loss of, or partial or complete labor-related work stoppage at, one or more of these facilities or locations could prevent us from manufacturing some of the various products we sell.

We manufacture the majority of our products in only a single facility or location. If an event (including any weather or natural disaster) occurred that resulted in material damage or loss of, or partial or complete labor-related work stoppage at, one or more of these manufacturing facilities or we lacked sufficient labor to fully operate the facility, we might be unable to transfer the manufacture of the relevant products to another facility or location in a cost-effective or timely manner, if at all. This potential inability to transfer production could occur for a number of reasons, including but not limited to a lack of necessary relevant manufacturing capability at another facility, or the regulatory requirements of the FDA or other governmental regulatory bodies. Such an event could materially negatively impact our financial condition, results of operations and cash flows.

Our international sales and operations are subject to risks and uncertainties that vary by country and which could have a material adverse effect on our business and/or results of operations. Compliance with international laws and regulations, import and export limitations, trade agreements, anti-corruption laws, and exchange controls may be difficult, burdensome and expensive.

International sales account for a significant percent of our total sales in fiscal 2018. We anticipate that international sales will continue to represent a significant portion of our total sales in the future. In addition, we have multiple manufacturing facilities and third-party suppliers that are located outside of the United States. As a result, our international sales, as well as our sales in the United States, of products produced or sourced internationally, are subject to risks and uncertainties that can vary by country, such as political instability, economic conditions, foreign currency exchange rate fluctuations, changes in tax laws, regulatory and reimbursement programs and policies, and the protection of intellectual property rights. In addition, our collections of international

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receivables are subject to economic pressures and the actions of some governmental authorities who have initiated various austerity measures to control health care and other governmental spending.

We are subject to compliance with various laws and regulations, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar anti-bribery laws in other jurisdictions, which generally prohibit companies and their intermediaries from making bribes or other improper payments to officials for the purpose of obtaining or retaining business. We are also subject to limitations on trade with persons in sanctioned countries. Our exposure to international markets increase the inherent risks of encountering such issues. While our employees, distributors and agents are required to comply with these laws and regulations, no assurance can be given that our training and internal policies and procedures will always protect us from violations of these laws, despite our commitment to legal compliance and corporate ethics. The failure to comply with these laws and regulations could subject us to severe fines and penalties that could have a material impact on our financial condition, results of operations and cash flows.

Unfavorable outcomes related to uncertain tax positions could result in significant tax liabilities.

We have recorded tax benefits related to various uncertain tax positions taken or expected to be taken in a tax return. While we believe our positions are appropriate, the U.S. Internal Revenue Service (“IRS”), state or foreign tax authorities could disagree with our positions, which could result in a significant tax payment.

We are involved on an ongoing basis in claims, lawsuits and governmental proceedings relating to our operations, as well as product liability or other liability claims that could expose us to adverse judgments or could adversely affect the sales of our products.

We are involved in the design, manufacture and sale of health care products, which face an inherent risk of exposure to product liability claims if our products are alleged to have caused injury or are found to be unsuitable for their intended use. Amongst other claims, we are, from time to time, a party to claims and lawsuits alleging that our products have caused injury or death or are otherwise unsuitable. It is possible that we will receive adverse judgments in such lawsuits, and any such adverse judgments could be material. Although we carry insurance with respect to such matters, this insurance is subject to varying deductibles and self-insured retentions and might not be adequate to cover the full amount of any particular claim. In addition, any such claims could negatively impact the sales of products that are the subject of such claims or other products.

We might not be able to attract, retain and develop key personnel.

Our future performance depends in significant part upon the continued service of our executive officers and other key personnel. The loss of the services of one or more of our executive officers or other key employees could have a material adverse effect on our business, prospects, financial condition and results of operations. Our success also depends on our continuing ability to attract, retain and develop highly qualified personnel, and as competition for such personnel is intense, there can be no assurance that we can do so in the future.

A portion of our workforce is unionized, and we could face labor disruptions that would interfere with our operations.

Approximately 3% of our employees in the United States work under collective bargaining agreements. We are also subject to various collective bargaining arrangements or national agreements outside the United States covering approximately 15% of our employees. Although we have not recently experienced any significant work stoppages as a result of labor disagreements, we cannot ensure that such a stoppage will not occur in the future. Our labor contract at our primary U.S. manufacturing facility expires in January 2019. Our ability to negotiate satisfactory new agreements or a labor disturbance at one of our principal facilities could have a material adverse effect on our operations.

We might not be successful in achieving expected operating efficiencies and sustaining or improving operating expense reductions, and might experience business disruptions and adverse tax consequences associated with restructuring, realignment and cost reduction activities.

Over the past few years we have initiated several restructuring, realignment and cost reduction initiatives. While we expect to realize efficiencies from these actions, these activities might not produce the full efficiency and cost reduction benefits we expect. Further, such benefits might be realized later than expected, and the ongoing costs of implementing these measures might be greater than anticipated. If these measures are not successful or sustainable, we might undertake additional realignment and cost reduction efforts, which could result in future charges. Moreover, our ability to achieve our other strategic goals and business plans might be adversely affected and we could experience business disruptions with customers and elsewhere if our restructuring and realignment efforts and our cost reduction activities prove ineffective.

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These actions, the resulting costs, and potential delays or potential lower than anticipated benefits might also impact our foreign tax positions and might require us to record tax reserves against certain deferred tax assets in our international business.

We are increasingly dependent on the consistent functioning of our information technology and cybersecurity systems along with our information technology dependent product portfolios. If we are exposed to any intrusions, disruptions, corruption, or destruction, or if we fail to maintain the integrity of our systems or products, or the privacy of our data, our business and our reputation could be materially adversely affected.

We are increasingly dependent on consistent functioning of our information technology and cybersecurity systems for our infrastructure and products. Our information systems require an ongoing commitment of significant resources to maintain, protect, and enhance existing systems and develop new systems to keep pace with continuing changes in information processing technology, evolving systems and regulatory standards, integration of acquisitions, and the increasing need to protect patient, customer and supplier information. For example, the new EU-wide General Data Protection Regulation, (“GDPR”), which became applicable on May 25, 2018 (and replaced the previous data protection laws of each EU member state), imposes more stringent data protection requirements and provides for greater penalties for noncompliance. Our products include technologies that support connectivity and decision support infrastructure, which could be subject to intrusion, disruption or corruption and could impact the quality of care patients receive or the confidentiality of patient information. In addition, third parties might attempt to hack into our products or systems and might obtain proprietary information. If we fail to maintain or protect our information technology and cybersecurity systems and information technology dependent products effectively, we could:


•	lose existing customers or suppliers;


•	have difficulty attracting new customers or suppliers;


•	have problems that adversely impact internal controls;


•	have difficulty preventing, detecting and controlling fraud;


•	have disputes with customers and suppliers;


•	have regulatory sanctions or penalties imposed;


•	have increases in operating expenses;


•	incur expenses or lose revenues as a result of a data privacy breach; or


•	suffer other adverse consequences.

Any significant breakdown, intrusion, interruption, corruption, or destruction of these systems and products, as well as any data breaches or violations of any data privacy laws (including the GDPR), could have a material adverse effect on our business.

We might be adversely affected by new regulations relating to conflict minerals.

The SEC has adopted rules regarding disclosure for public companies whose products contain conflict minerals (commonly referred to as tin, tantalum, tungsten and gold) which originate from the Democratic Republic of the Congo (“DRC”) and/or adjoining countries. The implementation of these requirements could adversely affect the sourcing, availability and pricing of materials used in the manufacturing of our products. In addition, we will incur additional costs to comply with the disclosure requirements, including costs related to determining the source of any of the relevant minerals used in our products. Since our supply chain is complex and multilayered, we might be unable to ascertain with sufficient certainty the origins for these minerals despite our due diligence procedures, which in turn might harm our reputation. We might also face difficulties in satisfying customers who might require that our products be certified as DRC conflict free, which could harm our relationships with these customers and/or lead to a loss of revenue. These requirements also could have the effect of limiting the pool of suppliers from which we source these minerals, and we might be unable to obtain conflict-free minerals at prices similar to the past, which could increase our costs and adversely affect our manufacturing operations and our profitability.

The rationalization of our Enterprise Resource Planning (“ERP”) software solutions and other information technology systems could result in significant disruptions to our operations.

We are in the process of rationalizing our ERP software solutions and other complementary information technology systems, which is expected to be completed over the next several years. Rationalizing these solutions and systems is highly dependent on the coordination of numerous software and system providers and internal business teams. The interdependence of these solutions and systems is key to the successful completion of the initiatives and the failure of any one system could have a material adverse effect on our overall information technology infrastructure. Rationalizing our information technology infrastructure could have a significant impact on our business processes and information systems, including loss or corruption of data, delayed shipments, decreases in productivity as our personnel and third-party providers implement and become familiar with new systems, increased costs and lost revenues. As a result, we could experience changes in our operational processes and internal controls, which in turn could require significant capital investments and change management, including recruiting and training of qualified personnel.

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Difficulties in implementing new or upgraded information systems or system failures could also result in significant disruptions to our business, the incurrence of unanticipated expenses and the diversion of management’s attention from key strategic initiatives and could have a material adverse effect on our capital resources, financial condition, results of operations or cash flows.

Our stock price and trading volume has been, and may continue to be, volatile from time to time and we may experience continued fluctuations in the future that could negatively impact the value of our outstanding shares.

The market for our common stock has, from time to time, experienced significant price and volume fluctuations that may have been unrelated to our operating performance. We believe that a variety of factors could cause the price of our common stock to fluctuate, perhaps substantially, including:


•	new, or changes in, analyst recommendations, guidelines or studies that could affect the use of our products;


•	announcements and rumors of developments related to our business, including changes in reimbursement rates or regulatory requirements, proposed and completed acquisitions, or the industry in which we compete;


•	published studies and reports relating to our products and markets in which we participate;


•	quarterly fluctuations in our actual or anticipated operating results;


•	general conditions in the U.S. or worldwide economy;


•	our stock repurchase program;


•	announcements of technological innovations;


•	new products or product enhancements by us or our competitors;


•	developments in patents or other intellectual property rights and litigation;


•	developments in relationships with our customers and suppliers;


•	the implementation of health care reform legislation and the adoption of additional reform legislation in the future; and


•	the ability to or extent of integrating our acquisitions.

Any such fluctuations in the future could adversely affect the market price of our common stock.


Item 1B.	UNRESOLVED STAFF COMMENTS

We have not received any comments from the staff of the SEC regarding our periodic or current reports that remain unresolved.

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Item 2.	PROPERTIES

The principal properties used in our operations are listed below. All facilities are suitable for their intended purpose, are being efficiently utilized and are believed to provide adequate capacity to meet demand for the next several years.



Location	Description and Primary Use	Owned/Leased
Acton, MA	Light manufacturing, development and distribution of health care equipment; Office administration	Leased
Batesville, IN	Manufacturing, development and distribution of health care equipment; Office administration	Owned
Beaverton, OR	Development of health care equipment; Office administration	Leased
Caledonia, MI	Manufacturing, development and distribution of surgical products; Office administration	Leased
Cary, NC	Development of health care equipment; Office administration	Leased
Charleston, SC	Light manufacturing and distribution of health care equipment; Office administration	Leased
Chicago, IL	Office administration	Leased
Milwaukee, WI	Manufacturing, development and distribution of health care equipment; Office administration	Owned
St. Paul, MN	Office administration and distribution of health care equipment	Leased
Skaneateles Falls, NY	Manufacturing, development and distribution of health care equipment; Office administration	Owned
Sydney, Australia	Distribution of health care equipment; Office administration	Leased
Shanghai, China	Manufacturing and development of health care equipment; Office administration	Leased
Taicang, China	Light manufacturing and distribution of health care equipment	Leased
Pluvigner, France	Manufacturing, development and distribution of health care equipment; Office administration	Owned
Puchheim, Germany	Development and distribution of health care equipment; Office administration	Owned/Leased
Saalfeld, Germany	Manufacturing, development and distribution of health care equipment; Office administration	Owned
Navan, County Meath, Ireland	Office administration	Owned
Bologna, Italy	Research and development	Leased
Tijuana, Mexico	Manufacturing and distribution of health care equipment; Office administration	Leased
Monterrey, Mexico	Manufacturing of health care equipment	Owned
Amsterdam, Netherlands	Office administration	Leased
Las Piedras, Puerto Rico	Manufacturing of surgical products	Owned
Singapore	Research and development of health care equipment; Office administration	Leased
Lulea, Sweden	Manufacturing, development and distribution of health care equipment; Office administration	Owned

In addition to the foregoing, we lease or own a number warehouse distribution centers, service centers, sales offices and other facilities throughout the United States, Canada, Western Europe, Mexico, Australia, Middle East, the Far East, and Latin America.

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Item 3.	LEGAL PROCEEDINGS

See Note 13 of our Consolidated Financial Statements included under Part II, in Item 8 of this Form 10-K for information regarding legal proceedings in which we are involved.


Item 4.	MINE SAFETY DISCLOSURES

Not applicable.

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PART II


Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is traded on the New York Stock Exchange under the ticker symbol “HRC”. The closing price of our common stock on the New York Stock Exchange on November 13, 2018 was $93.38 per share. The following table reflects the range of high and low selling prices of our common stock and cash dividends declared by quarter for each of the last two fiscal years.



	Year Ended September 30
	2018						2017
Quarter Ended:	High		Low		Cash Dividends Declared		High		Low		Cash Dividends Declared
December 31	$	85.74	$	73.04	$	0.18	$	63.12	$	50.50	$	0.17
March 31	91.11		78.16		0.20		71.22		55.04		0.18
June 30	94.63		83.24		0.20		81.33		69.47		0.18
September 30	98.96		86.18		0.20		84.65		71.91		0.18

Holders

As of November 13, 2018 , there were approximately 52,800 shareholders of record.

Dividends

The declaration and payment of cash dividends is at the sole discretion of our Board of Directors (“Board”) and depends upon many factors, including our financial condition, earnings potential, capital requirements, alternative uses of cash, covenants associated with debt obligations, legal requirements, and other factors considered relevant by our Board. We have paid cash dividends on our common stock every quarter since our initial public offering in 1971. We intend to continue to pay quarterly cash dividends comparable to those paid in the periods covered by the Consolidated Financial Statements included under Part II, Item 8 of this Form 10-K.

Issuer Purchases of Equity Securities



Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Programs (2)
July 1, 2018 - July 31, 2018	756	$	93.68	—	$	164.7
August 1, 2018 - August 31, 2018	56	$	96.84	—	$	164.7
September 1, 2018 - September 30, 2018	69,621	$	94.21	—	$	164.7
Total	70,433			—


(1)	Shares purchased in the quarter ended September 30, 2018 were in connection with employee payroll tax withholding for restricted stock distributions.

(2)

In September 2013, the Board approved an expansion of its previously announced share repurchase authorization to a total of $190.0 million . In November 2017, the Board approved an increase to the share repurchase program in an amount of $150.0 million . As of September 30, 2018 , a cumulative total of $175.3 million had been used under both programs, leaving us with availability of $164.7 million under the share repurchase programs. The program does not have an expiration date and currently there are no plans to terminate this program in the future.

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Stock Performance Graph

The following graph compares the return on our common stock with that of Standard & Poor’s 500 Stock Index (“S&P 500”) and our peer groups* for each of the last five fiscal years ended September 30. Because the composition of our current peer group (the “ 2018 Peer Group”) has changed since the date of our Annual Report on Form 10-K for fiscal 2017 , we have included the data for the 2018 Peer Group as well as for our prior year’s peer group (the “ 2017 Peer Group”) in the graph below. The changes reflected in the 2018 Peer Group were made in order to more closely align with the peer group used in our most recent compensation study done for executive compensation purposes. The graph assumes that the value of the investment in our common stock, the S&P 500, our 2018 Peer Group and our 2017 Peer Group was $100 on October 1, 2013 and that all dividends were reinvested.



	2013		2014		2015		2016		2017		2018
HRC	$	100	$	116	$	145	$	173	$	207	$	263
S&P 500	$	100	$	117	$	114	$	129	$	150	$	173
2017 Peer Group	$	100	$	113	$	125	$	157	$	182	$	226
2018 Peer Group	$	100	$	112	$	123	$	155	$	176	$	219

For purposes of the Stock Performance Graph above, our 2018 Peer Group is comprised of: Agilent Technologies, Inc., Bio-Rad Laboratories, Inc., Bruker Corporation, C.R. Bard, Inc., The Cooper Companies, Inc., Dentsply Sirona, Inc., Edwards Lifesciences Corporation, Halyard Health, Inc., Hologic, Inc., Intuitive Surgical, Inc., Mednax, Inc., Patterson Companies, Inc., PerkinElmer, Inc., Quest Diagnostics Incorporated, Steris plc, Teleflex Incorporated, Varian Medical Systems, Inc. and Waters Corporation.

Our 2017 Peer Group was comprised of: Agilent Technologies, Inc., Bio-Rad Laboratories, Inc., Bruker Corporation, C.R. Bard, Inc., The Cooper Companies, Inc., Dentsply Sirona, Inc., Edwards Lifesciences Corporation, Halyard Health, Inc., Hologic, Inc., Intuitive Surgical, Inc., Mednax, Inc., Patterson Companies, Inc., PerkinElmer, Inc., Quest Diagnostics Incorporated, St. Jude Medical, Inc., Steris plc, Teleflex Incorporated, Varian Medical Systems, Inc. and Waters Corporation.

Certain other information required by this item will be contained under the caption “Equity Compensation Plan Information” in our definitive Proxy Statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held on March 6, 2019 , and such information is incorporated herein by reference.

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Item 6.	SELECTED FINANCIAL DATA

The following table presents our selected consolidated financial data for each of the last five fiscal years ended September 30. Refer to Note 2 of our Consolidated Financial Statements included under Part II, Item 8 of this Form 10-K for disclosure of business combinations for each of the last three fiscal years. Also see Note 12 of our Consolidated Financial Statements included under Part II, Item 8 of this Form 10-K for selected unaudited quarterly financial information for each of the last two fiscal years.



(In millions, except per share data)	2018			2017			2016			2015			2014
Net revenue	$	2,848.0		$	2,743.7		$	2,655.2		$	1,988.2		$	1,686.1
Net income	252.4			132.3			122.8			46.8			60.6
Net income attributable to common shareholders	252.4			133.6			124.1			47.7			60.6
Net income attributable to common shareholders per basic share	3.81			2.04			1.90			0.83			1.05
Net income attributable to common shareholders per diluted share	3.73			1.99			1.86			0.82			1.04
Total assets	4,360.0			4,528.7			4,262.4			4,457.6			1,751.3
Long-term obligations	1,790.4			2,120.4			1,938.4			2,175.2			364.1
Cash flows from operating activities	395.2			311.1			281.2			213.8			210.3
Capital expenditures	89.5			97.5			83.3			121.3			62.7
Cash flows from investing activities	(82.4		)	(389.4		)	(97.7		)	(1,756.4		)	(294.5		)
Cash flows from financing activities	(356.6		)	70.6			(141.9		)	1,642.7			63.8
Cash dividends per basic share	0.7800			0.7100			0.6700			0.6325			0.5950

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Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Form 10-K contains “forward-looking statements” within the meaning of the federal securities laws with respect to general economic conditions, our financial condition, results of operations, cash flows and business and our expectations or beliefs concerning future events, including the demand for our products, the ability to operate our manufacturing sites at full capacity, future supplies of raw materials for our operations, product launches, share repurchases, international market conditions, expectations regarding our liquidity, our capital spending, plans for future acquisitions and divestitures, and our operating plans. These forward-looking statements can generally be identified by phrases such as we or our management “expects,” “anticipates,” “believes,” “estimates,” “intends,” “plans to,” “ought,” “could,” “will,” “should,” “likely,” “appears,” “projects,” “forecasts,” “outlook” or other similar words or phrases. There are inherent risks and uncertainties in any forward-looking statements. We caution readers not to place undue reliance on any forward-looking statements. All statements that address our future operating performance or events or developments that we expect or anticipate will occur in the future are forward-looking statements.

Our forward-looking statements are based on management’s expectations and beliefs as of the time this Form 10-K is filed with the SEC or, with respect to any document incorporated by reference, as of the time such document was prepared. Although we believe that our expectations are reasonable, we can give no assurance that these expectations will prove to have been correct, and actual results may vary materially due to various factors. These factors include those described in Part I, Item 1A “Risk Factors” of this Form 10-K. Except as required by applicable law or regulations, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or circumstances or any other developments or changes.

Overview

Hill-Rom Holdings, Inc. (“we,” “us,” or “our”), is a leading global medical technology company with more than 10,000 employees worldwide. We partner with health care providers in more than 100 countries, across all care settings, by focusing on patient care solutions that improve clinical and economic outcomes in five core areas: Advancing Mobility, Wound Care and Prevention, Patient Monitoring and Diagnostics, Surgical Safety and Efficiency and Respiratory Health. Our innovations ensure caregivers have the products they need to help diagnose, treat and protect their patients; speed up recoveries; and manage conditions. Every day, around the world, we enhance outcomes for patients and their caregivers.

Industry Trends

We believe the following trends will impact the global health care industry in the future.

Demand for Health Care Services . Patient and provider demand for health care products and services is expected to continue to grow over the long-term as a result of a number of factors, including an aging population, longer life expectancies and an increasing number of chronic patients across all care settings, including hospitals, extended care facilities and in the home. However, health care providers will also be under continued pressure to improve efficiency and control costs.

Emerging Markets Health Care Access. While industry growth rates in more mature geographic regions such as western and northern Europe and Japan have moderated, the relative spending on health care is expanding in many other geographic markets. We expect long-term increasing demand for medical technologies as a result. New hospital construction and hospital refurbishments are expected in regions such as Latin America, the Middle East and many parts of Asia.

Provider Consolidation . Economic considerations, competition and other factors have led to ongoing consolidation of customers and the centralization of purchasing decision-making. We believe this has influenced the criteria customers use to evaluate our value proposition for various product and service offerings.

Digital Transformation. Health care will undergo a digital transformation through all types of connected devices and decision support tools including telemedicine, wearables, artificial intelligence and accessibility to big data and analytics. As a result, utilizing connected devices to generate meaningful and real-time information about patients and products has become critical to providing quality health care, enhancing patient experience, lowering length of stay and driving efficiencies across the health care continuum.

Economic and Clinical Value. We believe an increasing emphasis is being placed within hospitals to assure quality of care through increased accountability and public disclosure. As an example, several pieces of legislation have been enacted over the past few years to address these areas including the “pay for performance” initiative by the Centers for Medicare and Medicaid Services which aims to better align reimbursement with improved patient outcomes and the reduction of adverse events including bedsores

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(or pressure ulcers), ventilator associated pneumonia, patient falls, deep vein thrombosis and patient entrapment. Hospitals may experience reduced reimbursement for hospital-acquired adverse events, creating a stronger connection between these adverse events and hospital revenue levels. Therefore, we believe that health care providers will seek to do business with partners that can demonstrate improved clinical, and consequently, economic outcomes.

Lower Cost Care Settings. Growing pressures on health care costs are resulting in a migration of care from the acute care hospital into lower cost care settings. We believe that this trend increases the demand for more solutions to care for these patients, many of whom are medically complex, in lower acuity settings, including improved medical technologies, communication tools and information technologies.

Strategic Priorities

We believe we have aligned our strategic priorities to accommodate the evolving global health care landscape.

Advancing category leadership with differentiated solutions and innovation. Health care systems today are challenged to treat the rising incidence of complex diseases and conditions while reducing costs, increasing efficiency and improving patient outcomes. We are well positioned to meet demand for innovative, differentiated solutions that drive a clear value proposition for customers. We are executing on a strong pipeline of impactful medical technologies, communication tools and information technologies to build on our category leadership and provide caregivers the products and solutions needed to enhance patient care and outcomes.

Expanding internationally and penetrating emerging markets. International markets continue to expand access to health care for their growing populations, presenting significant opportunity to expand our presence with our differentiated solutions. By focusing on product categories and innovations with the highest growth potential, coupled with our ‘One Hill-Rom’ approach, we will continue to enhance our international presence, penetrate emerging markets, and drive accelerated growth.

Transforming the portfolio with select business development and optimization initiatives. Business development has played an important role in our transformation in the last several years, by strengthening and diversifying the portfolio. We will continue to pursue opportunities that complement and build on our core business, while generating attractive financial returns. Recently divested non-strategic assets enhance our growth prospects by redirecting resources toward higher-growth, higher-margin opportunities. We will continue to evaluate opportunities that further optimize our business portfolio.

Driving operational execution and strong financial performance. Investing to support future growth is key to our success, while maintaining strong financial discipline and performance. We are executing on a variety of initiatives to drive operating efficiencies, including consolidation of our manufacturing footprint, lowering sourcing costs, improving productivity, and optimizing business processes. Savings generated from these actions will provide flexibility to reinvest in strategic priorities to drive growth, including continued innovation to drive category leadership and investments to further our international presence, particularly in emerging markets.

Risk Factors

Our ability to sustain long-term growth and successfully execute the strategies discussed above depends in part on our ability to manage within an increasingly competitive and regulated environment and to address the other risk factors described under Part I, in Item 1A of this Form 10-K.

Use of Non-GAAP Financial Measures

The accompanying Consolidated Financial Statements, including the related notes, are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). In addition to the results reported in accordance with GAAP, we routinely provide gross margin, operating margin, income tax expense and earnings per diluted share results on an adjusted basis because we believe these measures contribute to an understanding of our financial performance, provide additional analytical tools to understand our results from core operations and reveal underlying operating trends. These measures exclude strategic developments, acquisition and integration costs, Special charges as described in Note 7 of our Consolidated Financial Statements under Part II, in Item 8 of this Form 10-K, the impact of the U.S. Tax Cuts and Jobs Act (the “Tax Act”), change in a tax accounting method, and other tax law changes as described in Note 8 of our Consolidated Financial Statements under Part II, in Item 8 of this Form 10–K, expenses associated with these tax items, the impacts of significant litigation matters or other unusual events. We also exclude expenses associated with the amortization of purchased intangible assets. These adjustments are made to allow investors to evaluate and understand operating trends excluding their impact on operating income and earnings per diluted share.

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Management uses these measures internally for planning, forecasting and evaluating the performance of the business. Investors should consider these non-GAAP measures in addition to, not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP.

In addition, we present certain results on a constant currency basis, which compares results between periods as if foreign currency exchange rates had remained consistent period-over-period. We monitor sales performance on an adjusted basis that eliminates the positive or negative effects that result from translating international sales into U.S. dollars. We calculate constant currency by applying the foreign currency exchange rate for the prior period to the local currency results for the current period. We believe that evaluating growth in net revenue on a constant currency basis provides an additional and meaningful assessment to both management and investors.

Results of Operations

Fiscal Year Ended September 30, 2018 Compared to Fiscal Year Ended September 30, 2017

In this section, we provide an overview of our results of operations. We disclose segment information that is consistent with the way in which management operates and views the business. Our operating structure contains the following reporting segments:


•	Patient Support Systems – globally provides our med-surg and specialty bed systems and surfaces, safe patient handling equipment and mobility solutions, as well as our clinical workflow solutions that deliver software and information technologies to improve care and deliver actionable insight to caregivers and patients.


•	Front Line Care – globally provides patient monitoring and diagnostic technologies, including a diversified portfolio of physical assessment tools that help diagnose, treat and manage a wide variety of illnesses and diseases, as well as a portfolio of vision care and respiratory care devices.


•	Surgical Solutions – globally provides products that improve surgical safety and efficiency in the operating room including tables, lights, pendants, positioning devices, and various other surgical instruments and accessories.

Net Revenue



									U.S.		OUS
(In millions)	Year Ended September 30				Change As Reported		Constant Currency		Change As Reported		Change As Reported		Constant Currency
	2018		2017		Change As Reported		Constant Currency		Change As Reported		Change As Reported		Constant Currency
Revenue:
Product sales and service	$	2,469.6	$	2,358.1	4.7	%	3.2	%	4.9	%	4.3	%	(0.1	)%
Rental revenue	378.4		385.6		(1.9	)%	(2.6	)%	(2.2	)%	0.9	%	(5.3	)%
Total net revenue	$	2,848.0	$	2,743.7	3.8	%	2.4	%	3.6	%	4.1	%	(0.3	)%

Revenue:
Patient Support Systems	$	1,429.5	$	1,423.9	0.4	%	(0.7	)%	1.4	%	(2.4	)%	(6.6	)%
Front Line Care	960.2		885.3		8.5	%	7.4	%	7.7	%	10.4	%	6.8	%
Surgical Solutions	458.3		434.5		5.5	%	2.4	%	2.5	%	8.5	%	2.4	%
Total net revenue	$	2,848.0	$	2,743.7	3.8	%	2.4	%	3.6	%	4.1	%	(0.3	)%

OUS - Outside of the United States

Consolidated Revenue

Consolidated revenue increased 3.8% on a reported basis and 2.4% on a constant currency basis in fiscal 2018 driven by growth in the United States.

Product sales and service revenue increased 4.7% on a reported basis and 3.2% on a constant currency basis in fiscal 2018 , primarily due to the benefit from the acquisition of Mortara in February 2017 and growth across the portfolio in the United States. This growth was partially offset by declines in OUS driven primarily by divestitures in our Patient Support Systems portfolio.

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Rental revenue decreased (1.9)% on a reported basis or (2.6)% on a constant currency basis in fiscal 2018 , primarily due to the divestiture of our third-party rental business.

Business Segment Revenue

Patient Support Systems revenue increased 0.4% on a reported basis and decreased (0.7)% on a constant currency basis in fiscal 2018 compared to the prior year. The change was driven by strong growth in hospital bed systems, clinical workflow solutions and patient handling equipment, offset by lower revenue from businesses we recently divested.

Front Line Care revenue increased 8.5% on a reported basis and 7.4% on a constant currency basis in fiscal 2018 compared to the prior year, due to the benefit from our Mortara acquisition in fiscal 2017 and strong growth across the Welch Allyn portfolio and respiratory care businesses due to the launch of new products.

Surgical Solutions revenue increased 5.5% on a reported basis and 2.4% on a constant currency basis in fiscal 2018 compared to the prior year, mainly due to solid growth from new products in the United States, the Middle East and European regions.

Gross Profit



(In millions)	Year Ended September 30
	2018			2017
Gross Profit
Product sales and service	$	1,195.5		$	1,122.3
Percent of Related Net Revenue	48.4		%	47.6		%

Rental	198.7			198.3
Percent of Related Net Revenue	52.5		%	51.4		%

Total Gross Profit	$	1,394.2		$	1,320.6
Percent of Total Net Revenue	49.0		%	48.1		%

Product sales and service gross margin increased 80 basis points in fiscal 2018 primarily due to the accretive margin impact of new product revenues, the acquisition of Mortara, positive impact from the divestiture of lower margin businesses, and supply chain cost improvements. For fiscal 2017 , gross margin included an inventory step-up of $4.8 million in cost of goods sold related to the Mortara acquisition.

Rental gross margin increased 110 basis points in fiscal 2018 compared to the prior year due to product mix and cost improvements in our fleet and field service infrastructure, as well as the divestiture of our third-party rental business.

Operating Expenses



(In millions)	Year Ended September 30
	2018			2017
Research and development expenses	$	135.6		$	133.7
Percent of Total Net Revenue	4.8		%	4.9		%

Selling and administrative expenses	$	891.5		$	876.1
Percent of Total Net Revenue	31.3		%	31.9		%

Research and development expenses increased in fiscal 2018 compared to the prior year. As a percentage of net revenue, research and development expenses remained relatively flat year over year.

As a percentage of total net revenue, selling and administrative expenses decreased in the fiscal 2018 compared to the prior year. Selling and administrative expenses include $125.4 million in fiscal 2018 and $132.7 million in fiscal 2017 of acquisition-related intangible asset amortization, acquisition and integration costs and significant litigation related costs. Excluding these items, selling

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and administrative expenses decreased 20 basis points as a percentage of net revenue due to lower spending levels as disciplined cost management and integration savings more than offset targeted investments to facilitate long-term growth.

Business Segment Divisional Income



(In millions)	Year Ended September 30				Change As Reported
	2018		2017		Change As Reported
Divisional income:
Patient Support Systems	$	281.3	$	249.6	12.7	%
Front Line Care	253.0		231.8		9.1	%
Surgical Solutions	53.1		42.5		24.9	%

Divisional income is defined in Note 11 of our Consolidated Financial Statements in Item 8 of this Form 10-K.

Patient Support Systems divisional income increased 12.7% in fiscal 2018 primarily due to lower operating expenses and operational improvements.

Front Line Care divisional income increased 9.1% in fiscal 2018 compared to the prior year as a result of revenue growth and higher margins from improved product mix including new product launches.

Surgical Solutions divisional income increased 24.9% in fiscal 2018 compared to the prior year primarily due to revenue growth and higher margins from operational cost improvements.

Special Charges and Other



(In millions)	Year Ended September 30
	2018			2017
Special charges	$	77.6		$	37.4

Interest expense	$	(95.0	)	$	(88.9	)
Investment income and other, net	$	2.7		$	(1.5	)

In connection with various organizational changes to improve our business alignment and cost structure, we recognized special charges of $ 77.6 million and $ 37.4 million in fiscal 2018 and 2017 . These charges relate to the initiatives described in Note 7 of our Consolidated Financial Statements in Item 8 of this Form 10-K.

Interest expense was higher in fiscal 2018 mainly due to the interest expense on our private offering of $300.0 million of senior unsecured notes in connection with the Mortara acquisition in February 2017, as well as slightly higher interest rates on our floating rate debt. See Note 4 of our Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.

Income Tax Expense

The effective tax rate for fiscal 2018 was (28.0)% compared to 27.7% for the prior year. The effective tax rate for fiscal 2018 is lower than fiscal 2017 due primarily to new tax legislation in the United States as more fully described in Note 8 of our Consolidated Financial Statements in Item 8 of this Form 10-K. The new law included a lower corporate tax rate, a significant benefit from the reduction of net deferred tax liabilities and a one-time transition tax. Fiscal 2018 also includes tax benefits of $16.1 million related to the adoption in the fiscal 2017 of Accounting Standards Update (“ASU”) 2016-09 Compensation – Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting and a $9.2 million benefit from the change in tax accounting method resulting in a reduction in U.S. tax for prior year currency exchange losses. In fiscal 2017, the tax rate was favorably impacted by tax benefits including $8.9 million related to the adoption of ASU 2016-09, partially offset by expense related to the revaluation of French deferred tax assets due to the enactment of a lower corporate income tax rate in France. Fiscal 2017 also included the unfavorable impact of the non-deductible loss related to the agreement to sell our Völker business.

The adjusted effective tax rate for fiscal 2018 was 19.5% compared to 27.6% for fiscal 2017. The lower adjusted tax rate in fiscal 2018 is due primarily to the reduction in the U.S. federal corporate tax rate from the Tax Act legislation as described more fully in Note 8 of our Consolidated Financial Statements in Item 8 of this Form 10-K coupled with higher tax benefits from the adoption of ASU 2016-09.

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Earnings per Share

Diluted earnings per share increased from $1.99 to $3.73 in fiscal 2018 primarily due to incremental tax benefits primarily due to the Tax Act as disclosed in Note 8 of our Consolidated Financial Statements in Item 8 of this Form 10-K, as well as operational improvements.

GAAP and Adjusted Earnings

Operating margin, income before income taxes, income tax expense, and earnings attributable to common shareholders per diluted share are summarized in the table below. GAAP amounts are adjusted for certain items to aid management in evaluating the performance of the business. Income tax expense is computed by applying a blended statutory tax rate based on the jurisdictional mix of the respective before tax adjustment.



(In millions)	Year Ended September 30, 2018											Year Ended September 30, 2017
	Operating Margin		Income Before Income Taxes			Income Tax Expense			Diluted EPS			Operating Margin ¹		Income Before Income Taxes			Income Tax Expense			Diluted EPS
GAAP Basis	10.2	%	$	197.2		$	(55.2	)	$	3.73		10.0	%	$	183.0		$	50.7		$	1.99
Adjustments:
Acquisition and integration costs	0.4	%	11.1			3.0			0.12			0.9	%	23.5			9.7			0.21
Acquisition-related intangible asset amortization	3.8	%	106.9			28.2			1.16			4.0	%	108.4			34.2			1.10
Field corrective actions	—	%	—			—			—			—	%	—			(0.2		)	—
Litigation settlements and expenses	0.2	%	5.8			1.5			0.06			(0.3	)%	5.7			2.1			0.05
Special charges ²	2.7	%	77.6			21.1			0.84			1.9	%	37.4			4.8			0.49
Tax law and method changes and related costs	—	%	1.6			79.2			(1.15		)	—	%	—			(2.2		)	0.03
Gain on disposition	—	%	(1.0		)	—			(0.01		)	—	%	(1.0		)	(0.4		)	(0.01		)
Adjusted Basis	17.3	%	$	399.2		$	77.8		$	4.75		16.3	%	$	357.0		$	98.7		$	3.86
¹ Total may not add due to rounding
² Fiscal 2017 includes favorable litigation settlement of $15.1 million which was recognized as Special charges in our Statements of Consolidated Income. Refer to Note 7 of our Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.

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Fiscal Year Ended September 30, 2017 Compared to Fiscal Year Ended September 30, 2016

Net Revenue



(In millions)									U.S.		OUS
	Year Ended September 30				Change As Reported		Constant Currency		Change As Reported		Change As Reported		Constant Currency
	2017		2016		Change As Reported		Constant Currency		Change As Reported		Change As Reported		Constant Currency
Revenue:
Product sales and service	$	2,358.1	$	2,263.4	4.2	%	4.6	%	4.7	%	3.2	%	4.4	%
Rental revenue	385.6		391.8		(1.6	)%	(1.3	)%	(1.1	)%	(5.1	)%	(2.6	)%
Total net revenue	$	2,743.7	$	2,655.2	3.3	%	3.7	%	3.6	%	2.7	%	4.0	%

Revenue:
Patient Support Systems	$	1,423.9	$	1,437.2	(0.9	)%	(0.6	)%	0.2	%	(3.9	)%	(2.8	)%
Front Line Care	885.3		809.7		9.3	%	9.7	%	8.0	%	12.8	%	14.0	%
Surgical Solutions	434.5		408.3		6.4	%	7.2	%	8.1	%	4.7	%	6.4	%
Total net revenue	$	2,743.7	$	2,655.2	3.3	%	3.7	%	3.6	%	2.7	%	4.0	%

OUS - Outside of the United States

Consolidated Revenue

Consolidated revenue increased 3.3% on a reported basis and 3.7% on a constant currency basis in fiscal 2017 with growth in both the United States and OUS. This growth was impacted by the acquisition of Mortara in February 2017, partially offset by the disposition of our Architectural Products and Völker businesses in fiscal 2017 and the disposition of our products related to our perinatal data management system in fiscal 2016. All three dispositions were within our Patient Support Systems segment. Excluding the impact of businesses we divested and the impact of the Mortara acquisition, our consolidated revenue grew approximately 3% on a constant currency basis.

Product sales and service revenue increased 4.2% on a reported basis and 4.6% on a constant currency basis in fiscal 2017, primarily due to growth in our Surgical Solutions segment as well as our acquisition of Mortara. This growth was partially offset by declines from businesses we divested within our Patient Support Systems segment.

Rental revenue decreased 1.6% on a reported basis and 1.3% on a constant currency basis in fiscal 2017 primarily due to volume declines in our third-party rental business.

Business Segment Revenue

Patient Support Systems revenue decreased 0.9% on a reported basis and 0.6% on a constant currency basis in fiscal 2017 compared to the prior year. Fiscal 2017 was impacted by lower revenue from businesses we divested. Excluding the impact of these completed divestitures from all periods, revenue grew by approximately 3% on a constant currency basis in fiscal 2017 led by growth in the United States and Middle East.

Front Line Care revenue increased 9.3% on a reported basis and 9.7% on a constant currency basis in fiscal 2017 compared to the prior year, primarily due to growth in Europe and Asia Pacific from our Welch Allyn business, as well as additional revenue from our Mortara acquisition in February 2017.

Surgical Solutions revenue decreased 6.4% on a reported basis and 7.2% on a constant currency basis in fiscal 2017 compared to the prior year, mainly due to double digit growth in our surgical equipment and patient positioning businesses, which included strong OUS growth across most regions and new product growth in the United States.

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Gross Profit



(In millions)	Year Ended September 30
	2017			2016
Gross Profit
Product sales and service	$	1,122.3		$	1,054.0
Percent of Related Net Revenue	47.6		%	46.6		%

Rental	$	198.3		$	203.0
Percent of Related Net Revenue	51.4		%	51.8		%

Total Gross Profit	$	1,320.6		$	1,257.0
Percent of Total Net Revenue	48.1		%	47.3		%

Product sales and service gross margin increased 100 basis points in fiscal 2017. The prior year included an impact of $19.9 million for the inventory step-up associated with the Welch Allyn acquisition compared to the current year impact of $4.8 million for inventory step-up associated with the Mortara acquisition. Excluding these items, product sales and service gross margin increased 30 basis points in fiscal 2017, primarily due to product mix and supply chain improvements.

Rental gross margin decreased 40 basis points in fiscal 2017 compared to the prior year due to reduced leverage of our fleet and field service infrastructure driven by lower revenue.

Operating Expenses



(In millions)	Year Ended September 30
	2017			2016
Research and development expenses	$	133.7		$	133.5
Percent of Total Net Revenue	4.9		%	5.0		%

Selling and administrative expenses	$	876.1		$	853.3
Percent of Total Net Revenue	31.9		%	32.1		%

Research and development expenses remained relatively flat in fiscal 2017 compared to the prior year. As a percentage of net revenue, research and development expenses have been consistent year over year.

As a percentage of total net revenue, selling and administrative expenses decreased in fiscal 2017 compared to the prior year. Selling and administrative expenses include $132.7 million and $114.8 million of acquisition-related intangible asset amortization, acquisition and integration costs, and certain litigation charges in fiscal 2017 and 2016. Excluding these items, selling and administrative expenses decreased 70 basis points as a percentage of net revenue as a result of disciplined cost management.

Business Segment Divisional Income



(In millions)	Year Ended September 30				Change As Reported
	2017		2016		Change As Reported
Divisional income:
Patient Support Systems	$	249.6	$	245.2	1.8	%
Front Line Care	231.8		202.1		14.7	%
Surgical Solutions	42.5		46.2		(8.0	)%

Divisional income is defined in Note 11 of our Consolidated Financial Statements in Item 8 of this Form 10-K.

Patient Support Systems divisional income increased 1.8% in fiscal 2017 primarily due to lower operating expenses and an increase in margins from product mix and supply chain improvements.

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Front Line Care divisional income increased 14.7% in fiscal 2017 compared to the prior year as a result of our Mortara acquisition and higher margins from supply chain improvements.

Surgical Solutions divisional income decreased 8.0% in fiscal 2017 compared to the prior year, primarily due to increased operating expenses and lower margins due to increases in supply chain costs.

Special Charges and Other



(In millions)	Year Ended September 30
	2017			2016
Special charges	$	37.4		$	39.9

Interest expense	$	(88.9	)	$	(90.4	)
Loss on extinguishment of debt	$	—		$	(10.8	)
Investment income and other, net	$	(1.5	)	$	9.2

In connection with various organizational changes to improve our business alignment and cost structure, we recognized special charges of $37.4 million and $39.9 million in fiscal 2017 and 2016. These charges relate to the initiatives described in Note 7 of our Consolidated Financial Statements in Item 8 of this Form 10-K.

Interest expense was lower in fiscal 2017 mainly due to the improved terms under our prior year amendment to our Senior Credit Agreement. Loss on extinguishment of debt in the prior year relates to the amendment and restatement of our Senior Credit Agreement.

Investment income and other, net decreased due to the fiscal 2016 gain from the disposition of our products related to our perinatal data management system.

Income Tax Expense

The effective tax rate for fiscal 2017 was 27.7% compared to 11.2% for the prior year. The effective tax rate for fiscal 2017 is higher than the comparable period in fiscal 2016 due primarily to the difference in the amount of discrete tax benefits recognized in each period. The tax rate for fiscal 2017 was unfavorably impacted by the nondeductible impairment loss related to the sale of our Völker business compared to the favorable tax benefits of $20.0 million in the prior year primarily related to the release of the valuation allowance on our deferred tax assets in France. Fiscal 2017 also includes tax benefits of $8.9 million related to the adoption of the ASU 2016-09, as discussed in Note 10 of our Consolidated Financial Statements in Item 8 of this Form 10-K. The adjusted effective tax rate for fiscal 2017 was 27.6% compared to 29.2% for the comparable period in the prior year. The lower adjusted tax rate is due primarily to tax benefits related to the adoption of ASU 2016-09.

Earnings per Share

Diluted earnings per share increased 7.0% on a reported basis and 14.2% on an adjusted basis in fiscal 2017, compared to fiscal 2016.

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GAAP and Adjusted Earnings



(In millions)	Year Ended September 30
	2017											2016
	Operating Margin ¹		Income Before Income Taxes			Income Tax Expense			Diluted EPS			Operating Margin		Income Before Income Taxes			Income Tax Expense			Diluted EPS ¹
GAAP Basis	10.0	%	$	183.0		$	50.7		$	1.99		8.7	%	$	138.3		$	15.5		$	1.86
Adjustments:
Acquisition and integration costs	0.9	%	23.5			9.7			0.21			1.5	%	38.9			11.3			0.41
Acquisition-related intangible asset amortization	4.0	%	108.4			34.2			1.10			3.6	%	95.9			31.7			0.96
Field corrective actions	—		—			(0.2		)	—			—	%	0.2			(0.1		)	—
Litigation settlements and expenses	(0.3	)%	5.7			2.1			0.05			—		—			—			—
Special charges ²	1.9	%	37.4			4.8			0.49			1.5	%	39.9			13.4			0.40
Foreign tax law change	—		—			(2.2		)	0.03			—	%	—			—			—
Foreign valuation allowance	—		—			—			—			—		—			19.5			(0.29		)
Debt refinancing	—		—			—			—			—		12.9			4.7			0.12
Gain on disposition	—		(1.0		)	(0.4		)	(0.01		)	—		(10.1		)	(3.7		)	(0.10		)
Adjusted Basis	16.3	%	$	357.0		$	98.7		$	3.86		15.3	%	$	316.0		$	92.3		$	3.38
¹ Total does not add due to rounding
² Fiscal 2017 includes favorable litigation settlement of $15.1 million which was recognized as Special charges in our Statements of Consolidated Income. Refer to Note 7 of our Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.

Liquidity and Capital Resources



	Year Ended September 30
(In millions)	2018			2017			2016
Cash Flows Provided By (Used In):
Operating activities	$	395.2		$	311.1		$	281.2
Investing activities	(82.4		)	(389.4		)	(97.7		)
Financing activities	(356.6		)	70.6			(141.9		)
Effect of exchange rate changes on cash	(5.0		)	7.3			(2.2		)
Increase (Decrease) in Cash and Cash Equivalents	$	(48.8	)	$	(0.4	)	$	39.4

Net cash flows from operating activities and selected borrowings represented our primary sources of funds for growth of the business, including capital expenditures and acquisitions. Our financing agreements contain certain restrictions relating to dividend payments, the making of restricted payments, and the incurrence of additional secured and unsecured indebtedness. None of our financing agreements contain any credit rating triggers which would increase or decrease our cost of borrowings. Credit rating changes can, however, impact the cost of borrowings and any potential future borrowings under any new financing agreements.

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Operating Activities

Cash provided by operating activities increased $84.1 million in fiscal 2018 compared to fiscal 2017 due primarily to higher net income, adjusted for non-cash items including the impact of the Tax Act legislation as described in Note 8 of our Consolidated Financial Statements in Item 8 of this Form 10-K, the conveyance of certain third-party rental assets as described in Note 2 of our Consolidated Financial Statements in Item 8 of this Form 10-K, depreciation, amortization and stock compensation expense, along with working capital activities.

Cash provided by operating activities increased $29.9 million in fiscal 2017 compared to fiscal 2016 due primarily to higher net income and a prior year pension contribution partially offset by working capital activities. Cash provided by operating activities was driven primarily by net income, adjusted for the non-cash effects of depreciation, amortization, the impairment of our Völker business and stock compensation expense, along with working capital activities.

Cash provided by operating activities in fiscal 2016 was driven primarily by net income, adjusted for the non-cash effects of depreciation, amortization, loss on extinguishment of debt, stock compensation expense and the rollout of inventory step-up from the Welch Allyn acquisition. These sources of cash were offset by the payout of performance-based compensation related to fiscal 2015, a pension contribution of $30 million, acquisition and restructuring costs related mainly to Welch Allyn and other working capital activities.

Investing Activities

Cash used in investing activities decreased $307.0 million in fiscal 2018 compared to fiscal 2017, primarily due to our acquisition of Mortara in fiscal 2017. In fiscal 2018, cash used in investing activities consisted mainly of capital expenditures that were consistent with fiscal 2017.

Cash used in investing activities increased $291.7 million in fiscal 2017 compared to the prior year, primarily due to our acquisition of Mortara in fiscal 2017, partially offset by proceeds on the sale of property, plant and equipment and our recently divested Architectural Products and Völker businesses. See Note 2 of our Consolidated Financial Statements in Item 8 of this Form 10-K for additional information on our acquisition of Mortara.

Cash used for investing activities in fiscal 2016 consisted mainly of capital expenditures and payment for the acquisition of Anodyne Medical Device, Inc., known as Tridien Medical (“Tridien”) of $25.3 million.

Financing Activities

Cash used in financing activities was $356.6 million in fiscal 2018 compared to cash provided by financing activities of $70.6 million in fiscal 2017. This change was primarily due to net debt repayments in fiscal 2018 coupled with borrowings in fiscal 2017 for the Mortara acquisition. See Note 4 of our Consolidated Financial Statements for information on our financing agreements.

Cash provided by financing activities was $70.6 million in fiscal 2017 compared to cash used by financing activities of $141.9 million in fiscal 2016. This change was primarily due to higher net borrowings in fiscal 2017 in connection with the Mortara acquisition, offset by incremental share repurchases of $52.2 million. See Note 4 of our Consolidated Financial Statements in Item 8 of this Form 10-K for additional information on our financing agreements.

Cash used in financing activities in fiscal 2016 consisted mainly of the pay down of long-term debt and payments of cash dividends.

The treasury stock acquired represents purchases in the open market and the repurchases of shares associated with employee payroll tax withholdings for restricted stock distributions.

Our debt-to-capital ratio was 55.0% , 62.8% and 63.5% as of September 30, 2018 , 2017 and 2016 .

Other Liquidity Matters

In addition to the discussion of our financing agreements detailed in Note 4 of our Consolidated Financial Statements and our retirement and postretirement benefit plans detailed in Note 5 of our Consolidated Financial Statements, we intend to continue to pay quarterly cash dividends comparable to those paid in the periods covered by these financial statements. However, the declaration and payment of dividends will be subject to the sole discretion of our Board and will depend upon many factors, including our financial condition, earnings, capital requirements, covenants associated with debt obligations, legal requirements and other factors considered relevant by our Board.

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As part of the $190.0 million share repurchase program approved by the Board in September 2013, we repurchased 0.8 million shares of our common stock in the open market in fiscal 2017 valued at $50.0 million . We did no t repurchase shares in fiscal 2018 or 2016 in the open market. In November 2017, the Board approved an increase to the share repurchase program in an amount of $150.0 million . As of September 30, 2018 , a cumulative total of $175.3 million had been used under both programs, leaving us with availability of $164.7 million under the share repurchase programs. Repurchases may be made on the open market or via private transactions and are used to manage our capital structure, offset the dilutive impact of stock-based compensation and return cash to shareholders. This program does not have an expiration date and there is no current intention to terminate this program in the future.

Over the long term, we intend to continue to pursue inorganic growth in certain areas of our business, but the timing, size or success of any acquisition effort and the related potential capital commitments cannot be predicted.

We believe that cash on hand and generated from operations, along with amounts available under our financing agreements, will be sufficient to fund operations, working capital needs, capital expenditure requirements, and financing obligations for at least the next 12 months from the date of this filing. However, disruption and volatility in the credit markets could impede our access to capital. Our $700.0 million revolving credit facility is with a syndicate of banks, which we believe reduces our exposure to any one institution and would still leave us with significant borrowing capacity in the event that any one of the institutions within the group is unable to comply with the terms of our agreement.

Following the enactment of the Tax Act, we repatriated $105.2 million of our cash and cash equivalents from outside the United States in fiscal 2018, and paid related foreign withholding tax of $0.5 million. These repatriated funds were used to pay down our Term Loan A facility (see Note 4 of our Consolidated Financial Statements). As of September 30, 2018 , approximately 71.5% of our cash and cash equivalents were held by our foreign subsidiaries.

With regard to our non-U.S. subsidiaries, it is our practice and intention to reinvest the earnings in those businesses to fund capital expenditures and other operating cash needs. Because the undistributed earnings of non-U.S. subsidiaries are considered to be permanently reinvested, no U.S. deferred income taxes or foreign withholding taxes have been provided on earnings subsequent to the enactment of the Tax Act. Future repatriations of cash and cash equivalents, if any, held by our foreign subsidiaries will generally not be subject to U.S. federal tax if earned prior to the enactment of the Tax Act. As we evaluate the impact of the Tax Act and the future cash needs of our global operations, we may revise the amount of foreign earnings generated prior to the enactment of the Tax Act considered to be permanently reinvested in our foreign subsidiaries. We believe that cash on hand and cash generated from U.S. operations, along with amounts available under our Revolving Credit Facility and Securitization Program, will be sufficient to fund U.S. operations, working capital needs, capital expenditure requirements and financing obligations.

Credit Ratings

In fiscal 2018 , Standard and Poor’s Rating Services and Moody’s Investor Service issued credit ratings for Hill-Rom of BB+ and Ba2 , respectively, with stable outlooks.

Other Uses of Cash

We expect capital spending in fiscal 2019 to be approximately $100.0 million . Capital spending will be monitored and controlled as the year progresses.

Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements.

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Contractual Obligations, Contingent Liabilities and Commitments

To give a clear picture of matters potentially impacting our liquidity position, the following table outlines our contractual obligations as of September 30, 2018 :



	Payments Due by Period
(In millions)	Total		Less Than 1 Year		1 - 3 Years		3 - 5 Years		After 5 Years
Contractual Obligations
Long-term debt obligations	$	1,989.8	$	183.0	$	1,038.6	$	425.0	$	343.2
Interest payments relating to long-term debt (1)	321.4		72.0		124.3		84.7		40.4
Operating lease obligations	129.7		31.0		41.6		29.1		28.0
Pension and postretirement health care benefit funding (2)	25.3		2.8		4.5		4.4		13.6
Purchase obligations (3)	200.2		166.4		33.7		0.1		—
Other long-term liabilities (4)	31.9		—		12.5		12.5		6.9
Total contractual cash obligations	$	2,698.3	$	455.2	$	1,255.2	$	555.8	$	432.1


(1)	Interest payments on our long-term debt are projected based on the contractual rates of outstanding debt securities.


(2)	Excludes our master defined benefit retirement plan in the United States because we are not required to make any further contributions in fiscal 2019 .

(3)

Purchase obligations represent contractual obligations under various take-or-pay arrangements executed in the normal course of business. These commitments represent future purchases in line with expected usage to obtain favorable pricing. Also included are obligations arising from purchase orders for which we have made firm commitments. As a result, we believe that the purchase obligations portion of our contractual obligations is substantially those obligations for which we are certain to pay, regardless of future facts and circumstances. We expect to fund purchase obligations with operating cash flows and current cash balances.


(4)	Other long-term liabilities include deferred compensation arrangements, self-insurance reserves and other various liabilities.

We also had commercial commitments related to standby letters of credit as of September 30, 2018 of $8.1 million .

In addition to the contractual obligations and commercial commitments disclosed above, we also have a variety of other agreements related to the procurement of materials and services and other commitments. Many of these agreements are long-term supply agreements, some of which are exclusive supply or complete requirements-based contracts. We are not committed under these agreements to accept or pay for requirements which are not needed to meet production needs. Also, we have an additional $6.2 million of Other long-term liabilities as of September 30, 2018 , which represent uncertain tax positions for which it is not possible to determine in which future period the tax liability might be settled.

In conjunction with our acquisition and divestiture activities, we have entered into certain guarantees and indemnifications of performance, as well as, non-competition agreements for varying periods of time. Potential losses under the indemnifications are generally limited to a portion of the original transaction price, or to other lesser specific dollar amounts for certain provisions. Guarantees and indemnifications with respect to acquisition and divestiture activities, if triggered, could have a materially adverse impact on our financial condition and results of operations.

We are also subject to potential losses from adverse litigation results that are not included in our self-insurance or other reserves, because such potential losses are not quantifiable at this time and may never occur.

Critical Accounting Policies and Estimates

Our accounting policies, including those described below, require us to make significant estimates and assumptions using information available at the time the estimates are made. Such estimates and assumptions significantly affect various reported amounts of assets, liabilities, revenue and expenses. If future experience differs materially from these estimates and assumptions, results of operations and financial condition could be affected. Our most critical accounting policies are described below.

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Revenue Recognition

Net revenue reflects gross revenue less sales discounts and allowances, GPO fees, price concessions and customer returns for product sales and rental revenue reserves. Revenue is evaluated under the following criteria and recognized when each is met:


•	Evidence of an arrangement: An agreement with the customer reflecting the terms and conditions to deliver products or services serves as evidence of an arrangement.


•	Delivery: For products, delivery is generally considered to occur upon transfer of title and risk of loss per the respective sales terms. For rental services, delivery is considered to occur when the services are rendered.


•	Fixed or determinable price : The sales price is considered fixed or determinable if it is not subject to refund or adjustment.

•

Collection is considered probable : At or prior to the time of a transaction, credit reviews of each customer are performed to determine the creditworthiness of the customer. Collection is considered probable if the customer is expected to be able to pay amounts under the arrangement as those amounts become due. If collection is not probable, revenue is recognized when collection becomes probable which generally is upon cash collection.

Revenue for health care and surgical products are generally recognized upon delivery of the products to the customer and their assumption of risk of loss and other risks and rewards of ownership. Local business customs and sales terms specific to certain customers or products can sometimes result in deviations to this normal practice; however, in no case is revenue recognized prior to the transfer of risk of loss and rewards of ownership.

For non-invasive therapy products and medical equipment management services, the majority of product offerings are rental products for which revenue is recognized consistent with the rendering of the service and use of products. For The Vest ^® product, revenue is generally recognized from the time of receipt of authorization for billing from the applicable paying entity as this serves as evidence of the arrangement and sets a fixed or determinable price.

For health care products and services aimed at improving operational efficiency and asset utilization, various revenue recognition techniques are used, depending on the offering. Arrangements to provide services, routinely under separately sold service and maintenance contracts, result in the deferral of revenue until specified services are performed. Service contract revenue is generally recognized ratably over the contract period, if applicable, or as services are rendered. Product-related goods are generally recognized upon delivery to the customer.

Revenue and Accounts Receivable Reserves

For product sales, we record reserves resulting in a reduction of revenue for contractual discounts, as well as price concessions and product returns. Likewise, rental revenue reserves, reflecting contractual and other routine billing adjustments, are recorded as a reduction of revenue. Reserves for revenue are estimated based upon historical rates for revenue adjustments.

Provisions for doubtful accounts are recorded as a component of operating expense and represent our best estimate of the amount of probable credit losses and collection risk in our existing accounts receivable. Receivables are generally reviewed for collectability based on historical collection experience for each receivable type and are also reviewed individually for collectability. Account balances are charged against the allowance when we believe it is probable the receivable will not be recovered. We do not have any off-balance sheet credit exposure related to our customers.

If circumstances change, such as higher than expected payment defaults, claims denials, changes in our business composition or processes, adverse changes in general economic conditions, instability or disruption of credit markets, or an unexpected material adverse change in a major customer’s or payer’s ability to meet its obligations, our estimates of the realizability of trade receivables could be reduced by a material amount.

Liabilities for Loss Contingencies Related to Legal Matters

We are involved on an ongoing basis in claims, investigations and legal matters relating to our operations, including patent infringement, business practices, commercial transactions and other matters. The ultimate outcome of these actions cannot be predicted with certainty. An estimated loss from these contingencies is recognized when we believe it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. However, it is difficult to measure the actual loss that might be incurred related to claims, investigations and legal matters. The ultimate outcome of these actions could have a material adverse effect on our financial condition, results of operations and cash flow.

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We are also involved in other possible claims, including product and general liability, workers’ compensation, auto liability and employment related matters. Refer to Note 13 of our Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.

The recorded amounts represent our best estimate of the costs we will incur in relation to such exposures, but it is possible that actual costs could differ from those estimates.

Goodwill and Intangible Assets

We account for acquired businesses using the acquisition method of accounting. This method requires that the identifiable assets acquired and liabilities assumed be measured at their fair value, with goodwill being the excess value of consideration paid less the fair value of the net identifiable assets acquired. Judgments and estimates are required in the determination of fair values, including the setting of discount rates, growth rates and projected business results for the acquired business and portions of the acquired business, along with estimated useful lives. Changes in these judgments or estimates can have a material impact on the valuation of the respective assets and liabilities acquired and our results of operations.

We perform an impairment assessment on goodwill and other indefinite-lived intangibles annually in the third fiscal quarter, or whenever events or changes in circumstances indicate that the fair value of a reporting unit or indefinite-lived intangible may be below its carrying value. These events or conditions include, but are not limited to, a significant adverse change in the business environment; regulatory environment or legal factors; a current period operating or cash flow loss combined with a history of such losses or a projection of continuing losses; a substantial decline in market capitalization of our stock; or a sale or disposition of a significant portion of a reporting unit.

The goodwill and indefinite-lived intangible asset impairment assessments require either evaluating qualitative factors or performing a quantitative assessment to determine if the carrying value is more likely than not in excess of its fair value. Examples of qualitative factors that are considered include the results and changes to assumptions used in the most recent quantitative impairment test, current and long-range projected financial results, changes in the strategic outlook or organizational structure of the reporting units or business unit for the indefinite-lived asset and industry macro-economic factors. The long-range financial forecasts of the reporting units, which are based upon management’s long-term view of our markets and are used by senior management and the Board to evaluate operating performance, are compared to the forecasts used in the prior year analysis to determine if management expectations for the business have changed. Management changes in strategic outlook or organizational structure represent internally driven strategic or organizational changes that could have a material impact on our results of operations or product offerings. Industry, market changes and macroeconomic indicators represent our view on changes outside of the Company that could have a material impact on our results of operations, product offerings or future cash flow forecasts. In the event we were to determine that a reporting unit’s or indefinite-lived intangible’s carrying value would more likely than not exceed its fair value, quantitative testing would be performed comparing carrying values to estimated fair values. Changes in management intentions, market conditions, operating performance and other similar circumstances could affect the assumptions used in this qualitative impairment test.

Quantitative testing involves a two-step process. The first step, used to identify potential impairment, is a comparison of each reporting unit’s estimated fair value to its carrying value, including goodwill.

In determining the estimated fair value of the reporting units when performing a quantitative analysis, we consider both the market approach and the income approach. Under the market approach, we utilize the guideline company method, which involves calculating valuation multiples based on operating data from comparable publicly traded companies. Under the income approach, the fair value of the reporting unit is based on the present value of estimated future cash flows utilizing a market-based discount rate determined separately for each reporting unit. To determine the estimated fair values of our reporting units, the Company uses assumptions and estimates including market multiples, projected sales, projected operating margins and discount rates.

If the fair value of a reporting unit exceeds its carrying value, applicable goodwill is considered not to be impaired. If the carrying value exceeds fair value, there is an indication of impairment and the second step is performed to measure the amount of the impairment. The second step requires us to calculate an implied fair value of goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination, which is the excess of the fair value of the reporting unit, as determined in the first step, over the aggregate fair values of the individual assets, liabilities and identifiable intangibles as if the reporting unit was being acquired in a business combination. If the goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment charge is recorded for the excess.

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Quantitative testing of indefinite-lived intangibles consists of a comparison of the fair value of the indefinite-lived intangible asset to its carrying value. We estimate the fair value of indefinite-lived intangibles using the relief-from-royalty method. The fair value derived is measured as the discounted cash flow savings realized from owning such trade names and not being required to pay a royalty for their use. Assumptions utilized in the determination of fair value include projected sales, discount rates and royalty rates. An impairment charge is recorded for the amount the carrying value exceeds to the estimated fair value of the indefinite-lived intangible.

There are inherent uncertainties related to each of the above listed assumptions and inputs, and our judgment in applying them. Changes in the assumptions used in our goodwill and indefinite-lived intangible assets could result in impairment charges that could be material to our Consolidated Financial Statements in any given period.

Retirement Benefit Plans

We sponsor retirement and postretirement benefit plans covering certain employees. Expense recognized in relation to these defined benefit retirement and postretirement health care plans is based upon actuarial valuations and inherent in those valuations are key assumptions including discount and mortality rates, and where applicable, expected returns on assets, projected future salary rates and projected health care cost trends. The discount rates used in the valuation of our defined benefit pension and postretirement plans are evaluated annually based on current market conditions. In setting these rates we utilize long-term bond indices and yield curves as a preliminary indication of interest rate movements, and then make adjustments to the respective indices to reflect differences in the terms of the bonds covered under the indices in comparison to the projected outflow of our obligations. Our overall expected long-term rate of return on pension assets is based on historical and expected future returns, which are inflation adjusted and weighted for the expected return for each component of the investment portfolio. Our rate of assumed compensation increase is also based on our specific historical trends wage adjustments.

Changes in retirement and postretirement benefit expense and the recognized obligations may occur in the future as a result of a number of factors, including changes to any of these assumptions. Our expected rate of return on pension plan assets was 6.0% for fiscal 2018 , 5.8% for fiscal 2017 and 5.8% for fiscal 2016 . As of September 30, 2018 , we had pension plan assets of $279.8 million . A 25 basis point increase in the expected rate of return on pension plan assets reduces annual pension expense by approximately $0.6 million . Differences between actual and projected investment returns, especially in periods of significant market volatility, can also impact estimates of required pension contributions. The discount rate for our defined benefit pension plans obligation was 4.2% in 2018 , 3.9% in fiscal 2017 and 3.7% in fiscal 2016 . The discount rate for our postretirement obligations may vary up to 100 basis points from that of our retirement obligations. For each 50 basis point change in the discount rate, the impact to annual pension expense ranges from an increase of $1.9 million to a decrease of $1.7 million , while the impact to our postretirement health care expense would be insignificant. Impacts from assumption changes could be positive or negative depending on the direction of the change in rates.

Income Taxes

We compute our deferred income taxes using an asset and liability approach to reflect the net tax effects of temporary differences between the financial reporting carrying amounts of assets and liabilities and the corresponding income tax amounts. We have a variety of deferred tax assets in numerous tax jurisdictions. These deferred tax assets are subject to periodic assessment as to recoverability and if it is determined that it is more likely than not that the benefits will not be realized, valuation allowances are recognized. In evaluating whether it is more likely than not that we would recover these deferred tax assets, future taxable income, the reversal of existing temporary differences and tax planning strategies are considered.

We believe that our estimates for the valuation allowances recorded against deferred tax assets are appropriate based on current facts and circumstances. As of September 30, 2018 and 2017 , we had $80.2 million and $58.2 million of valuation allowances on deferred tax assets, on a tax-effected basis, primarily related to certain foreign deferred tax attributes that are not expected to be utilized.

We account for uncertain income tax positions using a threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The difference between the tax benefit recognized in the financial statements for an uncertain income tax position and the tax benefit claimed in the tax return is referred to as an unrecognized tax benefit.

We also have on-going audits in various stages of completion with the IRS and several state and foreign jurisdictions, one or more of which may conclude within the next twelve months. Such settlements could involve some or all of the following: the payment of additional taxes and penalties, the adjustment of certain deferred taxes and/or the recognition of previously unrecognized tax benefits. The resolution of these matters, in combination with the expiration of certain statutes of limitations in various jurisdictions,

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make it reasonably possible that our unrecognized tax benefits may decrease as a result of either payment or recognition of up to $3.5 million in the next twelve months, excluding interest.

In order to determine the amount of the transition tax arising from the enactment of the Tax Act, we computed the total accumulated post-1986 prescribed earnings and profits (“E&P”) for applicable foreign entities. We then calculated and applied the related tax pools to the E&P balances under the prescribed tax law methodology.

We are awaiting further interpretative guidance, continuing to assess available tax methods and elections, and continuing to gather additional information to finalize the computation the provisional amount of the transition tax which is required to be finalized in first quarter of fiscal 2019.

Guarantees

We routinely grant limited warranties on our products with respect to defects in material and workmanship. The terms of these warranties are generally one year, however, certain components and products have substantially longer warranty periods. We recognize a reserve with respect to these obligations at the time of product sale, with subsequent warranty claims recorded directly against the reserve. The amount of the warranty reserve is determined based on historical trend experience for the covered products. For more significant warranty-related matters which might require a field corrective action, separate reserves are established when such events are identified and the cost of correction can be reasonably estimated.

Inventory

We review the net realizable value of inventory on an ongoing basis, considering factors such as the quantity of inventory, the risk of obsolescence, and anticipated sales. We record an allowance for estimated losses when the facts and circumstances indicate that particular inventories will not be sold at prices in excess of current carrying costs. These estimates are based on historical experience and expected future trends. If future market conditions vary from those projected, and our estimates prove to be inaccurate, we may be required to write down inventory values and record an adjustment to cost of net revenue.

Recently Issued Accounting Guidance

For a summary of recently issued accounting guidance applicable to us, see Note 1 of our Consolidated Financial Statements included in Item 8 of this Form 10-K.


Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks, including fluctuations in interest rates, collection risk associated with our accounts and notes receivable portfolio and variability in currency exchange rates. We have established policies, procedures and internal processes governing our management of market risks and the use of financial instruments to manage our exposure to such risks.

We are subject to variability in foreign currency exchange rates due to our international operations. Exposure to this variability is periodically managed primarily through the use of natural hedges, whereby funding obligations and assets are both managed in the local currency. From time-to-time, we enter into currency exchange agreements to manage our exposure arising from fluctuating exchange rates related to specific and projected transactions. We operate this program pursuant to documented corporate risk management policies and do not enter into derivative transactions for speculative purposes. The sensitivity of earnings and cash flows to variability in exchange rates is assessed by applying an appropriate range of potential rate fluctuations to our assets, obligations and projected results of operations denominated in foreign currencies.

Our currency risk consists primarily of foreign currency denominated firm commitments and projected foreign currency denominated intercompany and third-party transactions. As of September 30, 2018 , the notional amount of open foreign exchange contracts was $5.5 million . These contracts were in a net asset position with a fair value of $0.1 million . The maximum length of time over which we hedge transaction exposures is generally 15 months. Derivative gains and losses, initially reported as a component of Accumulated other comprehensive income (loss), are reclassified to earnings in the period when the transaction affects earnings.

Refer to Note 4 and Note 5 of our Consolidated Financial Statements in Item 8 of this Form 10-K for additional discussions about our swap agreements and our pension plan assets. We may need to make additional pension plan contributions and our pension expense in future years may increase if market volatility and disruption causes declines in asset values and low interest rates result in a high pension obligation. Investment strategies and policies are set by the plan’s fiduciaries. Long-term strategic investment objectives utilize a diversified mix of equity and fixed income securities to preserve the funded status of the trusts and balance

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risk and return. The plan fiduciaries oversee the investment allocation process, which includes selecting investment managers, setting long-term strategic targets and monitoring asset allocations.

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Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



	Page
Financial Statements:
Management’s Report on Internal Control Over Financial Reporting	39
Report of Independent Registered Public Accounting Firm	40
Statements of Consolidated Income	42
Statements of Consolidated Comprehensive Income (Loss)	43
Consolidated Balance Sheets	44
Statements of Consolidated Cash Flows	45
Statements of Consolidated Shareholders’ Equity	46
Notes to Consolidated Financial Statements:	47
Note 1. Summary of Significant Accounting Policies	47
Note 2. Business Combinations	55
Note 3. Goodwill and Indefinite-Lived Intangible Assets	57
Note 4. Financing Agreements	61
Note 5. Retirement and Postretirement Benefit Plans	61
Note 6. Other Comprehensive Income	65
Note 7. Special Charges	68
Note 8. Income Taxes	69
Note 9. Earnings Per Common Share	73
Note 10. Common Stock	74
Note 11. Segment Reporting	77
Note 12. Quarterly Financial Information (Unaudited)	80
Note 13. Commitments and Contingencies	80


Financial Statement Schedule:
Schedule II — Valuation and Qualifying Accounts	87

All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or the notes thereto.

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting for Hill-Rom Holdings, Inc. (“we” or “our”). Our internal control over financial reporting is a process designed, under the supervision of our principal executive, principal financial and principal accounting officers, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our Consolidated Financial Statements for external purposes in accordance with accounting principles generally accepted in the United States. Our internal control over financial reporting includes policies and procedures that:


1)	Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;


2)	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of our Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States and that our receipts and expenditures are being made only in accordance with authorizations of our management and our Board of Directors; and


3)	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our Consolidated Financial Statements.

Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Management performed an assessment of the effectiveness of our internal control over financial reporting as of September 30, 2018 using criteria established in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on these criteria, management concluded that we maintained effective internal control over financial reporting as of September 30, 2018 .

The effectiveness of our internal control over financial reporting as of September 30, 2018 has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm, who also audited our Consolidated Financial Statements, as stated in their report included herein.

/s/ John P. Groetelaars

John P. Groetelaars

President and Chief Executive Officer

/s/ Steven J. Strobel

Steven J. Strobel

Senior Vice President and Chief Financial Officer

/s/ Richard M. Wagner

Richard M. Wagner

Vice President, Controller and Chief Accounting Officer

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

Hill-Rom Holdings, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Hill-Rom Holdings, Inc. and its subsidiaries (the “Company”) as of September 30, 2018 and September 30, 2017, and the related statements of consolidated income, comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended September 30, 2018, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of September 30, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2018 and September 30, 2017, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2018 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Change in Accounting Principle

As discussed in Note 10 to the consolidated financial statements, the Company changed the manner in which it accounts for share-based compensation in fiscal 2017.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted

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accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Indianapolis, Indiana

November 16, 2018

We have served as the Company’s auditor since 1985.

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Hill-Rom Holdings, Inc. and Subsidiaries

STATEMENTS OF CONSOLIDATED INCOME

(In millions, except per share data)



	Year Ended September 30
	2018			2017			2016
Net Revenue
Product sales and service	$	2,469.6		$	2,358.1		$	2,263.4
Rental revenue	378.4			385.6			391.8
Total net revenue	2,848.0			2,743.7			2,655.2

Cost of Net Revenue
Cost of goods sold	1,274.1			1,235.8			1,209.4
Rental expenses	179.7			187.3			188.8
Total cost of net revenue	1,453.8			1,423.1			1,398.2

Gross Profit	1,394.2			1,320.6			1,257.0

Research and development expenses	135.6			133.7			133.5
Selling and administrative expenses	891.5			876.1			853.3
Special charges	77.6			37.4			39.9
Operating Profit	289.5			273.4			230.3

Interest expense	(95.0		)	(88.9		)	(90.4		)
Loss on extinguishment of debt	—			—			(10.8		)
Investment income and other, net	2.7			(1.5		)	9.2

Income Before Income Taxes	197.2			183.0			138.3

Income tax expense (benefit)	(55.2		)	50.7			15.5

Net Income	252.4			132.3			122.8

Less: Net loss attributable to noncontrolling interests	—			(1.3		)	(1.3		)

Net Income Attributable to Common Shareholders	$	252.4		$	133.6		$	124.1
Net Income Attributable to Common Shareholders per Basic Common Share	$	3.81		$	2.04		$	1.90
Net Income Attributable to Common Shareholders per Diluted Common Share	$	3.73		$	1.99		$	1.86

Dividends per Common Share	$	0.78		$	0.71		$	0.67

Average Basic Common Shares Outstanding (in thousands)	66,234			65,599			65,333

Average Diluted Common Shares Outstanding (in thousands)	67,612			67,225			66,596

See Notes to Consolidated Financial Statements.

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Hill-Rom Holdings, Inc. and Subsidiaries

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)

(In millions)



	Year Ended September 30
	2018			2017			2016

Net Income	$	252.4		$	132.3		$	122.8

Other Comprehensive Income (Loss), net of tax:

Derivative instruments and hedges	12.5			7.4			(3.1		)
Foreign currency translation adjustment	(24.0		)	33.9			(22.4		)
Change in pension and postretirement defined benefit plans	8.5			17.8			(2.8		)
Total Other Comprehensive Income (Loss), net of tax	(3.0		)	59.1			(28.3		)

Total Comprehensive Income	249.4			191.4			94.5

Less: Comprehensive loss attributable to noncontrolling interests	—			(1.3		)	(1.3		)

Total Comprehensive Income Attributable to Common Shareholders	$	249.4		$	192.7		$	95.8

See Notes to Consolidated Financial Statements.

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Hill-Rom Holdings, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(In millions, except share amounts)



	September 30, 2018			September 30, 2017
ASSETS
Current Assets
Cash and cash equivalents	$	183.0		$	231.8
Trade accounts receivable, less allowances of $21.8 in 2018 and $25.1 in 2017 (Note 1)	580.7			579.3
Inventories (Note 1)	291.7			284.5
Other current assets	100.2			70.6
Total current assets	1,155.6			1,166.2
Property, plant and equipment (Note 1)	915.0			979.6
Less accumulated depreciation	(586.7		)	(624.2		)
Property, plant and equipment, net	328.3			355.4
Intangible assets:
Goodwill (Notes 1, 2 and 3)	1,738.3			1,759.6
Other intangible assets and software, net (Notes 1, 2 and 3)	1,027.7			1,144.0
Deferred income taxes (Notes 1 and 8)	35.0			40.9
Other assets	75.1			62.6
Total Assets	$	4,360.0		$	4,528.7
LIABILITIES
Current Liabilities
Trade accounts payable	$	177.3		$	167.9
Short-term borrowings (Note 4)	182.5			188.9
Accrued compensation	132.5			126.9
Accrued product warranties (Note 1)	20.5			25.5
Accrued rebates	42.5			39.7
Deferred revenue	40.0			35.2
Other current liabilities	67.1			74.6
Total current liabilities	662.4			658.7
Long-term debt (Note 4)	1,790.4			2,120.4
Accrued pension and postretirement benefits (Note 5)	69.3			78.1
Deferred income taxes (Notes 1 and 8)	181.3			266.2
Other long-term liabilities	40.4			39.7
Total Liabilities	2,743.8			3,163.1
Commitments and Contingencies (Note 13)
SHAREHOLDERS’ EQUITY (Note 10)
Capital Stock:
Preferred stock - without par value:
Authorized - 1,000,000 shares; none issued or outstanding
Common stock - without par value:
Authorized - 199,000,000
Issued - 88,457,634 shares in 2018 and 2017	4.4			4.4
Additional paid-in capital	602.9			584.4
Retained earnings	1,876.2			1,676.2
Accumulated other comprehensive loss (Note 1)	(113.0		)	(110.0		)
Treasury stock, common shares at cost: 21,201,522 in 2018 and 22,643,840 in 2017	(754.3		)	(796.8		)
Total Shareholders’ Equity Attributable to Common Shareholders	1,616.2			1,358.2
Noncontrolling interests	—			7.4
Total Shareholders’ Equity	1,616.2			1,365.6
Total Liabilities and Shareholders’ Equity	$	4,360.0		$	4,528.7

See Notes to Consolidated Financial Statements.

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Hill-Rom Holdings, Inc. and Subsidiaries

STATEMENTS OF CONSOLIDATED CASH FLOWS

(In millions)



	Year Ended September 30
	2018			2017			2016
Operating Activities
Net income	$	252.4		$	132.3		$	122.8
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property, plant, equipment and software	89.6			95.2			103.9
Acquisition-related intangible asset amortization	106.9			108.4			95.9
Amortization of debt discounts and issuance costs	7.4			7.2			9.2
Loss on extinguishment of debt	—			—			10.8
Provision (benefit) for deferred income taxes	(84.8		)	(32.8		)	(0.5		)
(Gain) loss on disposal of property, equipment leased to others, intangible assets and impairments	2.7			24.7			1.9
Pension contribution to master pension plan	—			—			(30.0		)
(Gain) loss on disposition of businesses	23.0			(1.0		)	(10.1		)
Stock compensation	28.1			23.0			23.1
Excess tax benefits from employee stock plans	—			—			(3.6		)
Change in working capital excluding cash, current debt, acquisitions and dispositions:
Trade accounts receivable	(5.1		)	(42.5		)	(15.8		)
Inventories	(10.4		)	(14.9		)	21.3
Other current assets	(29.4		)	15.0			27.7
Trade accounts payable	12.5			21.6			(0.5		)
Accrued expenses and other liabilities	(1.0		)	(32.3		)	(73.0		)
Other, net	3.3			7.2			(1.9		)
Net cash provided by operating activities	395.2			311.1			281.2
Investing Activities
Capital expenditures and purchases of intangible assets	(89.5		)	(97.5		)	(83.3		)
Proceeds on sale of property and equipment leased to others	4.2			15.1			2.2
Payment for acquisition of businesses, net of cash acquired	—			(311.4		)	(25.3		)
Proceeds on sale of businesses	1.0			5.8			10.3
Other	1.9			(1.4		)	(1.6		)
Net cash used in investing activities	(82.4		)	(389.4		)	(97.7		)
Financing Activities
Proceeds from borrowings on long-term debt	1.0			300.0			530.4
Payments of long-term debt	(351.0		)	(73.2		)	(767.9		)
Borrowings on Revolving Credit Facility	75.0			180.0			156.9
Payments on Revolving Credit Facility	(165.0		)	(325.8		)	(20.0		)
Borrowings on Securitization Program	71.6			124.5			—
Payments on Securitization Program	(40.7		)	(45.4		)	—
Borrowings on Note Securitization Facility	122.4			—			—
Payments on Note Securitization Facility	(50.0		)	—			—
Debt issuance costs	(0.4		)	(5.1		)	(2.3		)
Purchase of noncontrolling interest of former joint venture	—			—			(0.4		)
Payments of cash dividends	(51.8		)	(46.6		)	(43.8		)
Proceeds from exercise of stock options	40.0			17.8			6.2
Proceeds from stock issuance	6.4			5.0			3.8
Excess tax benefits from employee stock plans	—			—			3.6
Treasury stock acquired	(14.1		)	(60.6		)	(8.4		)
Net cash provided by (used in) financing activities	(356.6		)	70.6			(141.9		)
Effect of exchange rate changes on cash	(5.0		)	7.3			(2.2		)
Net Cash Flows	(48.8		)	(0.4		)	39.4
Cash and Cash Equivalents
At beginning of period	231.8			232.2			192.8
At end of period	$	183.0		$	231.8		$	232.2

Supplemental cash flow information:
Cash paid for income taxes	$	44.8		$	70.4		$	10.9
Cash paid for interest	$	90.4		$	81.3		$	80.9
Non-cash investing and financing activities:
Treasury stock issued under stock compensation plans	$	56.6		$	37.5		$	23.3

See Notes to Consolidated Financial Statements.

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Hill-Rom Holdings, Inc. and Subsidiaries

STATEMENTS OF CONSOLIDATED SHAREHOLDERS’ EQUITY

(In millions, except share amounts)



	Common Stock				Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Common Stock in Treasury					Total Equity Attributable to Common Shareholders			Noncontrolling Interests
	Shares Outstanding		Amount										Common Stock in Treasury
	Shares Outstanding		Amount										Shares		Amount									Total
Balance as of September 30, 2015	65,165,896		$	4.4	$	562.0	$	1,509.9		$	(140.8	)	23,291,738		$	(788.6	)	$	1,146.9		$	10.0		$	1,156.9
Net income attributable to common shareholders	—		—		—		124.1			—			—		—			124.1			(1.3		)	122.8
Other comprehensive income (loss), net of tax of $3.2	—		—		—		—			(28.3		)	—		—			(28.3		)	—			(28.3		)
Dividends	—		—		0.5		(44.3		)	—			—		—			(43.8		)	—			(43.8		)
Treasury shares acquired	(148,203	)	—		—		—			—			148,203		(8.4		)	(8.4		)	—			(8.4		)
Stock awards and option exercises	687,560		—		13.4		—			—			(687,560	)	23.3			36.7			—			36.7
Balance as of September 30, 2016	65,705,253		4.4		575.9		1,589.7			(169.1		)	22,752,381		(773.7		)	1,227.2			8.7			1,235.9
Net income attributable to common shareholders	—		—		—		133.6			—			—		—			133.6			(1.3		)	132.3
Other comprehensive income (loss), net of tax of ($14.6)	—		—		—					59.1			—		—			59.1			—			59.1
Dividends	—		—		0.5		(47.1		)	—			—		—			(46.6		)	—			(46.6		)
Treasury shares acquired	(976,473	)	—		—		—			—			976,473		(60.6		)	(60.6		)	—			(60.6		)
Stock awards and option exercises	1,085,014		—		8.0					—			(1,085,014	)	37.5			45.5			—			45.5
Balance as of September 30, 2017	65,813,794		4.4		584.4		1,676.2			(110.0		)	22,643,840		(796.8		)	1,358.2			7.4			1,365.6
Net income attributable to common shareholders	—		—		—		252.4			—			—		—			252.4			—			252.4
Deconsolidation of VIE	—		—		—		—			—			—		—			—			(7.4		)	(7.4		)
Other comprehensive income (loss), net of tax of ($5.9)	—		—		—		—			(3.0		)	—		—			(3.0		)	—			(3.0		)
Dividends	—		—		0.6		(52.4		)	—			—		—			(51.8		)	—			(51.8		)
Treasury shares acquired	(158,182	)	—		—		—			—			158,182		(14.1		)	(14.1		)	—			(14.1		)
Stock awards and option exercises	1,600,500		—		17.9		—			—			(1,600,500	)	56.6			74.5			—			74.5
Balance as of September 30, 2018	67,256,112		$	4.4	$	602.9	$	1,876.2		$	(113.0	)	21,201,522		$	(754.3	)	$	1,616.2		$	—		$	1,616.2

See Notes to Consolidated Financial Statements.

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Hill-Rom Holdings, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data)

Note 1. Summary of Significant Accounting Policies

Nature of Operations

Basis of Presentation and Principles of Consolidation

The Consolidated Financial Statements include the accounts of Hill-Rom and its wholly-owned subsidiaries. In addition, we also consolidate variable interest entities (“VIEs”) where Hill-Rom is considered to have a controlling financial interest. Intercompany accounts and transactions have been eliminated in consolidation, including the intercompany transactions with consolidated VIEs. Where our ownership interest is less than 100 %, the noncontrolling interests are reported in our Consolidated Financial Statements. Certain prior year amounts have been reclassified to conform to the current year presentation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense in the period. Actual results could differ from those estimates. Examples of such estimates include, but are not limited to, our accounts receivable reserves (Note 1), accrued warranties (Note 1), the impairment of intangibles and goodwill (Note 3), use of the spot yield curve approach for pension expense (Note 5), income taxes (Notes 1 and 8) and commitments and contingencies (Note 13).

Cash and Cash Equivalents

We consider investments in marketable securities and other highly liquid instruments with a maturity of three months or less at date of purchase to be cash equivalents. All of our marketable securities may be freely traded.

Trade Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest, unless the transaction is an installment sale with extended payment terms. Provisions for doubtful accounts are recorded as a component of operating expense and represent our best estimate of the amount of probable credit losses and collection risk in our existing accounts receivable. Receivables are generally reviewed for collectability based on historical collection experience for each receivable type and are also reviewed individually for collectability. Account balances are charged against the allowance when we believe it is probable the receivable will not be recovered. We do not have any off-balance sheet credit exposure related to our customers.

Within rental revenue, domestic third-party payers’ reimbursement process requires extensive documentation, which has had the effect of slowing both the billing and cash collection cycles relative to the rest of the business, and therefore, increasing total accounts receivable. Because of the extensive documentation required and the requirement to settle a claim with the primary payer prior to billing the secondary and/or patient portion of the claim, the collection period for a claim in a portion of our business may, in some cases, be extended.

We generally hold our trade accounts receivable until they are paid. Certain long-term receivables are occasionally sold to third parties; however, any recognized gain or loss on such sales has historically not been material.

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Inventories

Inventories are valued at lower of cost or market. Inventory costs are determined by the last-in, first-out (“LIFO”) method for approximately 23% and 21% of our inventories as of September 30, 2018 and 2017 . Costs for other inventories have been determined principally by the first-in, first-out (“FIFO”) method. Inventories consist of the following:



	September 30
	2018		2017
Finished products	$	139.7	$	147.5
Work in process	44.8		38.8
Raw materials	107.2		98.2
Total	$	291.7	$	284.5

If the FIFO method of inventory accounting, which approximates current cost, had been used for all inventories, they would have been approximately $0.6 million and $2.0 million higher than reported as of September 30, 2018 and 2017 .

Property, Plant and Equipment

Property, plant and equipment is recorded at cost and depreciated over the estimated useful life of the assets using principally the straight-line method. Ranges of estimated useful lives are as follows:



	Useful Life
Land improvements	6 - 15 years
Buildings and building equipment	10 - 40 years
Machinery and equipment	3 - 10 years
Equipment leased to others	2 - 10 years

When property, plant and equipment is retired from service or otherwise disposed of, the cost and related amount of depreciation or amortization are eliminated from the asset and accumulated depreciation accounts. The difference, if any, between the net asset value and the proceeds on sale are charged or credited to income. Total depreciation expense in fiscal 2018 , 2017 and 2016 was $78.6 million , $82.0 million and $86.2 million . The major components of property, plant and equipment and the related accumulated depreciation were as follows:



	September 30
	2018				2017
	Cost		Accumulated Depreciation		Cost		Accumulated Depreciation
Land and land improvements	$	18.4	$	3.7	$	18.4	$	3.3
Buildings and building equipment	209.0		89.6		196.1		84.7
Machinery and equipment	410.9		288.1		402.6		265.1
Equipment leased to others	276.7		205.3		362.5		271.1
Total	$	915.0	$	586.7	$	979.6	$	624.2

Fair Value Measurements

Fair value measurements are classified and disclosed in one of the following three categories:


•	Level 1: Financial instruments with unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets and liabilities.


•	Level 2: Financial instruments with observable inputs other than those included in Level 1 such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

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•

Level 3: Financial instruments with unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Unobservable inputs reflect our own assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). Unobservable inputs shall be developed based on the best information available in the circumstances, which might include our own data.

We record cash and cash equivalents, as disclosed on our Consolidated Balance Sheets, as Level 1 instruments and certain other investments and derivatives as Level 2 instruments as they are not actively quoted. Except for the adoption of revised disclosure guidance related to investments held by our pension plan as discussed in Note 5, there have been no significant changes in our classification among assets and liabilities. Refer to Note 4 for disclosure of our debt instrument fair values.

Guarantees

We routinely grant limited warranties on our products with respect to defects in material and workmanship. The terms of these warranties are generally one year ; however, certain components and products have substantially longer warranty periods. We recognize a reserve with respect to these obligations at the time of product sale, with subsequent warranty claims recorded directly against the reserve. The amount of the warranty reserve is determined based on historical trend experience for the covered products. For more significant warranty-related matters which might require a field corrective action, separate reserves are established when such events are identified and the cost of correction can be reasonably estimated.

A rollforward of changes in our warranty reserve is as follows:



	2018			2017			2016
Balance as of October 1	$	25.5		$	27.5		$	32.1
Provision for warranties in the period	10.8			13.9			13.9
Warranty reserves acquired	—			1.5			2.6
Warranty claims incurred in the period	(15.8		)	(17.4		)	(21.1		)
Balance as of September 30	$	20.5		$	25.5		$	27.5

In the normal course of business, we enter into various other guarantees and indemnities in our relationships with suppliers, service providers, customers, business partners and others. Examples of these arrangements would include guarantees of product performance, indemnifications to service providers and indemnifications of our actions to business partners. These guarantees and indemnifications have not historically had a material impact on our financial condition or results of operations, nor do we expect them to although indemnifications associated with our actions generally have no dollar limitations.

In conjunction with our acquisition and divestiture activities, we have entered into select guarantees and indemnifications of performance with respect to the fulfillment of our commitments under applicable purchase and sale agreements. The arrangements generally indemnify the buyer or seller for damages associated with breach of contract, inaccuracies in representations and warranties surviving the closing date and satisfaction of liabilities and commitments retained under the applicable contract. With respect to divestitures, we also routinely enter into non-competition agreements for varying periods of time. Guarantees and indemnifications with respect to acquisition and divestiture activities, if triggered, could have a materially adverse impact on our Consolidated Financial Statements.

Accrued Rebates

We provide rebates and sales incentives to certain customer groups and distributors. We also have arrangements where we provide rebates to certain distributors that sell to end-user customers at prices determined under a contract between us and the end-user customer. Provisions for rebates are recorded as a reduction in net revenue when revenue is recognized.

Retirement Plans

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adjusted and weighted for the expected return for each component of the investment portfolio. Our rate of assumed compensation increase is also based on our specific historical trends wage adjustments.

We account for our defined benefit pension and other postretirement plans by recognizing the funded status of a benefit plan in the balance sheet. We also recognize in Accumulated other comprehensive income (loss) certain gains and losses that arose in the period. See Note 5 for key assumptions and further discussion related to our pension and postretirement plans.

Environmental Liabilities

Expenditures that relate to an existing environmental condition caused by past operations, and which do not contribute to future revenue generation, are expensed. A reserve is established when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These reserves are determined without consideration of possible loss recoveries from third parties.

Specific costs included in environmental expense and reserves include site assessment, development of a remediation plan, clean-up costs, post-remediation expenditures, monitoring, fines, penalties and legal fees. Reserve amounts represent the expected undiscounted future cash outflows associated with such plans and actions.

Self Insurance

We are generally self-insured up to certain stop-loss limits for certain employee health benefits, including medical, drug and dental. Our policy is to estimate reserves based upon a number of factors including known claims, estimated incurred but not reported claims and outside actuarial analysis, which are based on historical information along with certain assumptions about future events. Such estimated reserves are classified as Other current liabilities and Other long-term liabilities within the Consolidated Balance Sheets. Refer to Note 13 for additional information.

Treasury Stock

Treasury stock consists of our common shares that have been issued, but subsequently reacquired. We account for treasury stock purchases under the cost method. When these shares are reissued, we use an average-cost method to determine cost. Proceeds in excess of cost are credited to additional paid-in capital.

Revenue Recognition — Sales and Rentals

Revenue is presented in the Statements of Consolidated Income net of sales discounts and allowances, GPO fees, price concessions rebates and customer returns for product sales and rental revenue reserves. Revenue is evaluated under the following criteria and recognized when each is met:


•	Evidence of an arrangement: An agreement with the customer reflecting the terms and conditions to deliver products or services serves as evidence of an arrangement.


•	Delivery: For products, delivery is generally considered to occur upon transfer of title and risk of loss per the respective sales terms. For rental services, delivery is considered to occur when the services are rendered.


•	Fixed or determinable price: The sales price is considered fixed or determinable if it is not subject to refund or measurable adjustment.

•

Collection is considered probable: At or prior to the time of a transaction, credit reviews of each customer are performed to determine the creditworthiness of the customer. Collection is considered probable if the customer is expected to be able to pay amounts under the arrangement as those amounts become due. If collection is not probable, revenue is recognized when collection becomes probable, generally upon cash collection.

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revenue is generally recognized at the time of receipt of authorization for billing from the applicable paying entity as this serves as evidence of the arrangement and sets a fixed or determinable price.

Taxes Collected from Customers and Remitted to Governmental Units

Taxes assessed by a governmental authority that are directly imposed on a revenue producing transaction between us and our customers, including but not limited to sales taxes, use taxes, and value added taxes, are excluded from revenue and cost.

Cost of Net Revenue

Cost of goods sold for product sales consists primarily of purchased material costs, fixed manufacturing expense, variable direct labor, overhead costs and costs associated with the distribution and delivery of products to our customers. Rental expenses consist of costs associated directly with rental revenue, including depreciation, maintenance, logistics and service center facility and personnel costs.

Research and Development Costs

Research and development costs are expensed as incurred. Costs were $135.6 million , $133.7 million and $133.5 million in fiscal 2018 , 2017 and 2016 .

In addition, certain costs for software development technology held for sale are capitalized as intangibles and are amortized over a period of three to five years once the software is ready for its intended use. The amount capitalized as of September 30, 2018 and 2017 was approximately $2.4 million and $2.3 million .

Advertising Costs

Advertising costs are expensed as incurred. Costs were $12.0 million , $13.8 million and $10.4 million in fiscal 2018 , 2017 and 2016 .

Comprehensive Income

We include the after-tax effect of unrealized gains or losses on our available-for-sale securities, interest and foreign currency hedges, foreign currency translation adjustments and pension or other defined benefit postretirement plans’ actuarial gains or losses and prior service costs or credits in Accumulated other comprehensive income (loss). See Note 6 of our Consolidated Financial Statements for further details.

Foreign Currency

The functional currency of foreign operations is generally the local currency in the country of domicile. Assets and liabilities of foreign operations are primarily translated into U.S. dollars at year-end rates of exchange and the income statements are translated at the average rates of exchange prevailing in the year. Adjustments resulting from translation of the financial statements of foreign operations into U.S. dollars are excluded from the determination of net income, but included as a component of Accumulated other comprehensive income (loss). Foreign currency gains and losses resulting from foreign currency transactions are included in our results of operations and are not material. Foreign currency movements on items designated as net investment hedges were recorded in Accumulated other comprehensive income (loss).

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Stock-Based Compensation

We account for stock-based compensation under fair value provisions. Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the vesting period. In order to determine the fair value of stock options on the date of grant, we utilize a Binomial model. In order to determine the fair value of other performance-based stock awards on the date of grant, we utilize a Monte Carlo model. Inherent in this model are assumptions related to a volatility factor, expected life, risk-free interest rate, dividend yield and expected forfeitures. The risk-free interest rate is based on factual data derived from public sources. The volatility factor, expected life, dividend yield and expected forfeiture assumptions require judgment utilizing historical information, peer data and future expectations. Restricted stock units (“RSUs”) are measured based on the fair market price of our common stock on the date of grant, as reported by the New York Stock Exchange, multiplied by the number of units granted. See Note 10 for further details.

Income Taxes

Hill-Rom and its eligible subsidiaries file a consolidated U.S. income tax return. Foreign operations file income tax returns in a number of jurisdictions. We have a variety of deferred tax assets in numerous tax jurisdictions which are computed using an asset and liability approach to reflect the net tax effects of temporary differences between the financial reporting carrying amounts of assets and liabilities and the corresponding income tax amounts. These deferred tax assets are subject to periodic assessment as to recoverability. If it is determined that it is more likely than not that the benefits will not be realized, valuation allowances are recognized. In evaluating whether it is more likely than not that we would recover these deferred tax assets, future taxable income, the reversal of existing temporary differences and tax planning strategies are considered.

As of September 30, 2018 and 2017 , we had $80.2 million and $58.2 million of valuation allowances on deferred tax assets, on a tax-effected basis, primarily related to certain foreign deferred tax attributes that are not expected to be utilized. The valuation allowance total was not materially impacted by the Tax Cuts and Jobs Act (the “Tax Act”) enacted in the United States in December 2017. We believe that our estimates for the valuation allowances recorded against deferred tax assets are appropriate based on current facts and circumstances.

Derivative Instruments and Hedging Activity

We use derivative financial instruments to manage the economic impact of fluctuations in currency exchange and interest rates. Derivative financial instruments related to currency exchange rates include forward purchase and sale agreements which generally have terms no greater than 15 months . Additionally, interest rate swaps and cross-currency interest rate swaps are sometimes used to convert some or all of our long-term debt to either a fixed or variable rate.

Derivative financial instruments are recognized on the Consolidated Balance Sheets as either assets or liabilities and are measured at fair value. Changes in the fair value of derivatives are recorded each period in the Statement of Consolidated Income or the Statement of Consolidated Comprehensive Income, depending on whether a derivative is designated and considered effective as part of a hedge transaction, and if it is, the type of hedge transaction. The Company's derivatives are considered to be highly effective under hedge accounting principles. As a result of being effective, gains and losses on derivative instruments reported in Accumulated other comprehensive income (loss) are subsequently included in the Statement of Consolidated Income in the periods in which earnings are affected by the hedged item. These activities have not had a material effect on our Consolidated Financial Statements for the periods presented herein.

Recently Adopted Accounting Guidance

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which provides guidance for revenue recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14 which delayed the effective date of the new revenue guidance by one year, while permitting companies to early adopt the new standard as of the original effective date. As a result, the provisions of ASU 2014-09 and subsequent amendments, are effective for us in the first quarter of fiscal 2019 using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with

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the option to elect certain practical expedients, or (ii) a modified retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption. We adopted the new standard effective October 1, 2018 with the modified retrospective approach. While we are continuing to evaluate the impact of adoption on our Consolidated Financial Statements, the preliminary assessment of the impact includes a reduction of fiscal 2018 revenue of up to $20.0 million , which also approximates the one-time impact on revenue from the adoption of this standard.

In August 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . This standard amends and simplifies hedge accounting guidance, as well as improves presentation and disclosure to align the economic effects of risk management strategies in the financial statements. More specifically, this update expands and refines hedge accounting for both non-financial and financial risk components and aligns the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. For cash flow and net investment hedges existing at the date of adoption, an entity should apply a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness to Accumulated other comprehensive income (loss) with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that an entity adopts the amendments in this update. The amended presentation and disclosure guidance is required only prospectively. We adopted ASU 2017-12 in the fourth quarter of fiscal 2018. ASU 2017-12 did not have a material impact on our Consolidated Financial Statements.

In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (SEC Update) . The standard is for companies that are not able to complete their accounting for the income tax effects of the Tax Act in the period of enactment. The changes were effective when issued. See Note 8 for additional information of how ASU 2018-05 impacts our Consolidated Financial Statements.

Recently Issued Accounting Guidance

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . From the lessee’s perspective, the new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement for a lessee. From the lessor’s perspective, the new standard requires a lessor to classify leases as either sales-type, finance or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing lease. If the lessor does not convey risks and rewards or control, an operating lease results. ASU 2016-02 is effective for our first quarter of fiscal 2020. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases . The standard made 16 technical improvements to ASC 842 including the following: the rate implicit in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements . The standard allows companies to use the effective date of the new leases standard as the date of initial application on transition. Companies that elect this transition option will not adjust their comparative period financial information for the effects of ASC 842, not make the new required lease disclosures for periods before the effective date, and carry forward their ASC 840 disclosures for comparative periods. Additionally, the standard provides a practical expedient that permits lessors to make an accounting policy election by class of underlying asset to not separate lease and non-lease components if specified criteria are met. We are currently in the process of evaluating the impact of the amended guidance on our Consolidated Financial Statements.

In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory (Topic 740) . This standard requires immediate recognition of the income tax consequences of intercompany asset transfers other than inventory. ASU 2016-16 is effective for our first quarter of fiscal 2019 and requires a modified retrospective transition method. While we are still assessing the impact of ASU 2016-16, we currently believe that the adoption of this guidance will not have a material impact on our Consolidated Financial Statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) - Restricted Cash . This standard requires that companies include amounts generally described as restricted cash and restricted cash equivalents, along with cash and cash equivalents, when reconciling the beginning-of-period and end-of-period amounts shown on the statement of cash flows. ASU 2016-18 is effective for our first quarter of fiscal 2019 requires a retrospective transition method. We believe that the adoption of this guidance will not have a material impact on our Consolidated Financial Statements.

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In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business . This standard provides clarification on the definition of a business and provides guidance on whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for our first quarter of fiscal 2019 and requires a prospective transition method. We believe that the adoption of this guidance will not have a material impact on our Consolidated Financial Statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment . This standard eliminates Step 2 of the goodwill impairment test and requires a goodwill impairment to be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of its goodwill. ASU 2017-04 is effective for our first quarter of fiscal 2021 and requires a prospective transition method. We are currently in the process of evaluating the impact of adoption on our Consolidated Financial Statements.

In February 2017, the FASB issued ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . This standard requires employers to include only the service cost component of net periodic pension cost in operating expenses, together with other employee compensation costs. The other components of net periodic pension cost, including interest cost, expected return on plan assets, amortization of prior service cost and settlement and curtailment effects, are to be included in non-operating expenses. The ASU is effective for our first quarter of fiscal 2019 and requires a retrospective transition method. We believe that the adoption of this guidance will not have a material impact on our Consolidated Financial Statements.

In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) . The standard allows entities to reclassify tax effects stranded in accumulated other comprehensive income as a result of U.S. tax reform to retained earnings. ASU 2018-02 is effective for our first quarter of fiscal 2020. The amendments in this standard should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Act is recognized. We are currently in the process of evaluating the impact of adoption on our Consolidated Financial Statements.

In February 2018, the FASB issued ASU 2018-03, Technical Corrections and Improvements to Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . The standard issued six technical corrections and improvements to clarify guidance in ASU 2016-01, which primarily impacted the accounting for equity investments, financial liabilities under fair value option, and the presentation and disclosure requirements of financial instruments. ASU 2018-03 is effective for our first quarter of fiscal 2019 and generally requires a modified retrospective transition method but requires prospective transition for equity investments without a readily determinable fair value. We are currently in the process of evaluating the impact of adoption on our Consolidated Financial Statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . The purpose of the standard is to improve the overall usefulness of fair value disclosures to financial statement users and reduce unnecessary costs to companies when preparing the disclosures. ASU 2018-13 is effective for our first quarter of fiscal 2021. ASU 2018-13 requires application of the prospective method of transition (for only the most recent interim or annual period presented in the initial fiscal year of adoption) to the new disclosure requirements for (1) changes in unrealized gains and losses included in other comprehensive income and (2) the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU 2018-13 also requires prospective application to any modifications to disclosures made because of the change to the requirements for the narrative description of measurement uncertainty. The effects of all other amendments made by ASU 2018-13 must be applied retrospectively to all periods presented. We are currently in the process of evaluating the impact of adoption on our Consolidated Financial Statements.

In August 2018, the FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Topic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans . The purpose of the standard is to improve the overall usefulness of defined benefit pension and other postretirement plan disclosures to financial statement users and reduce unnecessary costs to companies when preparing the disclosures. ASU 2018-14 is effective for our fourth quarter of fiscal 2021 and requires a retrospective transition method. We are currently in the process of evaluating the impact of adoption on our Consolidated Financial Statements.

In August 2018, FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . The update aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 is effective for our first quarter of fiscal 2021 and allows a retrospective or a prospective transition

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method to all implementation costs incurred after the date of adoption. We are currently in the process of evaluating the impact of adoption on our Consolidated Financial Statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

Note 2. Business Combinations

Acquisitions

Mortara Instrument

On February 14, 2017, we completed the acquisition of Mortara Instrument, Inc. (“Mortara”) for consideration of $330.0 million in cash ( $311.2 million , net of cash acquired), primarily financed through a private offering of $300.0 million of senior unsecured notes (Note 4). Mortara provides a portfolio of diagnostic cardiology devices designed to serve the full continuum of clinical care, from acute care to primary care and clinical research organizations.

The results of Mortara are included in the Consolidated Financial Statements since the date of acquisition. The impact to our fiscal 2017 net revenue and net income was not significant. The impact to our net revenue and net income on an unaudited proforma basis, as if the Mortara acquisition had been consummated at the beginning of fiscal 2016, would not have been significant.

The following summarizes the fair value of assets acquired and liabilities assumed at the date of the Mortara acquisition. The results are considered final.



	Amount
Trade receivables	$	16.4
Inventory	21.5
Other current assets	2.8
Property, plant and equipment	18.2
Goodwill	165.5
Trade names (7-year weighted average useful life)	15.8
Customer relationships (8-year useful life)	37.9
Developed technology (7-year useful life)	52.3
Other noncurrent assets	4.8
Current liabilities	(22.8		)
Noncurrent liabilities	(1.2		)
Total purchase price, net of cash acquired	$	311.2

Goodwill in connection with the Mortara acquisition was allocated entirely to our Front Line Care segment. A majority of the goodwill is attributed to the acquired U.S. operations which is deductible for tax purposes.

Tridien Medical

On September 21, 2016, we acquired all of the outstanding shares of Tridien Medical (“Tridien”) for a purchase price of $26.0 million , net of cash acquired. Tridien develops, manufactures and markets support surfaces and patient positioning devices. We funded the transaction primarily with borrowings under our Senior Secured Revolving Credit Facility (“Revolving Credit Facility”) (Note 4). The fair value of assets acquired included $10.4 million of working capital consisting primarily of inventories and accounts receivable, $7.4 million of goodwill and $6.3 million of acquisition-related intangible assets. The results of Tridien are included in the Consolidated Financial Statements since the date of acquisition. Goodwill in connection with the Tridien acquisition was allocated entirely to our Patient Support Systems segment and is not deductible for tax purposes.

In fiscal 2017, we made certain adjustments to the opening balance sheet as of the acquisition date which were not material.

Welch Allyn

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Final purchase accounting adjustments related to our Welch Allyn acquisition were made in fiscal 2016 reducing goodwill by $23.7 million primarily due to the finalization of deferred income taxes.

Asset Acquisition

On October 1, 2018, the Company acquired the right to use patented technology and certain related assets from a supplier to our Front Line Care segment. The Company paid $17.0 million of cash and a guaranteed minimum future royalty payment of $22.0 million over a 7 -year period.

Dispositions

In fiscal 2018, we conveyed certain net assets related to our third-party rental business, which is comprised of purchased moveable medical equipment that can be rented to customers, to Universal Hospital Services, Inc. (“UHS”) in exchange for UHS’s agreement to dismiss its previously disclosed litigation against us (“Settlement Agreement”). As a result, we recorded a loss of $24.5 million in Special charges, which included $20.9 million related to the non-cash loss reserve for the assets conveyed, and other Settlement Agreement related costs of approximately $3.6 million . The transaction closed in fiscal 2018 subject to potential purchase price adjustments.

In fiscal 2017, we sold our Völker business. We recorded a loss of $25.4 million , relating mainly to non-cash write-downs of long-lived assets and working capital associated with the Völker brand portfolio, and transaction related costs of approximately $3.0 million in Special charges. In fiscal 2018, we recorded a gain of $1.0 million attributable to the final working capital settlement associated with the Völker transaction.

In fiscal 2017, we sold our Architectural Products business for $4.5 million in cash proceeds and recorded a gain in Investment income and other, net that was not material.

In fiscal 2016, we sold our perinatal data management systems business for $10.5 million and recorded a gain of $10.1 million in Investment income and other, net.

All businesses recently disposed were part of our Patient Support Systems segment.

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Note 3. Goodwill and Indefinite-Lived Intangible Assets

Goodwill

The following summarizes goodwill activity by reportable segment:



	Patient Support Systems			Front Line Care			Surgical Solutions			Total
Balances as of September 30, 2016
Goodwill	$	544.1		$	1,205.5		$	307.6		$	2,057.2
Accumulated impairment losses	(472.8		)	—			—			(472.8		)
Goodwill, net as of September 30, 2016	71.3			1,205.5			307.6			1,584.4

Changes in Goodwill in the period:
Goodwill related to acquisitions	(0.5		)	164.8			—			164.3
Currency translation effect	1.4			5.3			4.2			10.9

Balances as of September 30, 2017
Goodwill	545.0			1,375.6			311.8			2,232.4
Accumulated impairment losses	(472.8		)	—			—			(472.8		)
Goodwill, net as of September 30, 2017	72.2			1,375.6			311.8			1,759.6

Changes in Goodwill in the period:
Goodwill related to acquisitions	—			0.8			—			0.8
Deconsolidation of VIE	—			—			(13.2		)	(13.2		)
Currency translation effect	(0.6		)	(5.8		)	(2.5		)	(8.9		)

Balances as of September 30, 2018
Goodwill	544.4			1,370.6			296.1			2,211.1
Accumulated impairment losses	(472.8		)	—			—			(472.8		)
Goodwill, net as of September 30, 2018	$	71.6		$	1,370.6		$	296.1		$	1,738.3

The majority of our goodwill is not deductible for income tax purposes.

In fiscal 2018, the Company deconsolidated a VIE as a result of no longer having a controlling financial interest in the entity upon the termination of an exclusive distribution agreement. The portion of this entity’s assets, including goodwill, liabilities and operating results that are not attributable to the Company are excluded from our Consolidated Financial Statements as of the effective date of the termination. The impact of this transaction was not significant to our Consolidated Financial Statements.

We acquired Mortara and Tridien in fiscal 2017 and 2016. All goodwill associated with Mortara was assigned to the Front Line Care segment and all goodwill associated Tridien was assigned to the Patient Support Systems segment. In fiscal 2017, we recorded adjustments to goodwill related to the Mortara and Tridien acquisitions. Refer to Note 2 for additional information regarding these acquisitions.

As discussed in Note 11, we operate in three reportable business segments. Goodwill impairment testing is performed at the reporting unit level. Goodwill is assigned to reporting units at the date the goodwill is initially recorded and is reallocated as necessary based on the composition of reporting units over time. Once goodwill is assigned to reporting units, it no longer retains its association with a particular acquisition, and all of the activities within a reporting unit, whether acquired or organically grown, are available to support the value of the goodwill.

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Testing goodwill for impairment must be performed annually, or on an interim basis upon the occurrence of a triggering event or change in circumstances that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The annual evaluation of goodwill performed in the third quarter of fiscal 2018 and 2017 did not result in any impairments.

Intangible Assets

Intangible assets are stated at cost and consist predominantly of software, patents, acquired technology, trademarks, and acquired customer relationship assets. With the exception of certain indefinite-lived trademarks, our intangible assets are amortized on a straight-line basis over periods generally ranging from 1 to 20 years.

Many of our intangible assets are not deductible for income tax purposes. A summary of intangible assets and the related accumulated amortization follows:



	September 30
	2018				2017
	Cost		Accumulated Amortization		Cost		Accumulated Amortization
Patents	$	3.0	$	2.2	$	3.0	$	2.0
Software	167.1		139.0		166.1		133.0
Trademarks	500.0		16.8		501.2		14.4
Other	890.4		374.8		966.0		342.9
Total	$	1,560.5	$	532.8	$	1,636.3	$	492.3

Amortization expense in fiscal 2018 , 2017 and 2016 was $117.9 million , $121.6 million and $113.6 million . Amortization expense for all other intangibles is expected to approximate the following for each of the next five fiscal years and thereafter:



	Amount
2019	$	115.0
2020	103.0
2021	87.5
2022	74.3
2023	58.5
2024 and beyond	122.6

Software consists mainly of capitalized costs associated with internal use software, including applicable costs associated with the implementation and upgrade of our enterprise resource planning systems. In addition, software includes capitalized development costs for software products to be sold. Capitalized software costs are amortized on a straight-line basis over periods ranging from three to ten years. Software amortization expense was $11.1 million , $12.8 million and $17.0 million in fiscal 2018 , 2017 and 2016 and is included primarily in Selling and administrative expenses.

Other intangible assets include mainly acquired customer relationships and developed technology at Welch Allyn and Mortara. The cost and accumulated amortization amounts of customer relationships at Welch Allyn were $513.6 million and $187.9 million as of September 30, 2018 and $517.4 million and $125.5 million as of September 30, 2017 . The cost and accumulated amortization amounts of developed technology at Welch Allyn were $54.0 million and $24.6 million as of September 30, 2018 and $54.0 million and $16.6 million as of September 30, 2017 . The cost and accumulated amortization amounts of customer relationships at Mortara were $37.9 million and $7.9 million as of September 30, 2018 and $37.9 million and $2.9 million as of September 30, 2017 . The cost and accumulated amortization amounts of developed technology at Mortara were $52.3 million and $12.5 million as of September 30, 2018 and $52.3 million and $4.6 million as of September 30, 2017 .

We have various indefinite-lived intangible assets representing trade names with a carrying value of $466.9 million as of both September 30, 2018 and 2017 . Testing indefinite-lived intangible assets for impairment must be performed annually, or on an interim basis upon the occurrence of a triggering event or change in circumstances that would more likely than not reduce the fair value of an indefinite-lived intangible asset below its carrying amount. The annual evaluation of indefinite-lived intangible assets performed in the third quarter of fiscal 2018 and 2017 did not result in any impairments.

Note 4. Financing Agreements

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Total debt consists of the following:



	September 30, 2018		September 30, 2017
Revolving credit facility, matures September 2021	$	—	$	90.0
Current portion of long-term debt	0.1		109.8
Senior secured Term Loan A, long-term portion, matures September 2021	1,029.7		1,266.7
Senior unsecured 5.75% notes due on September 1, 2023	420.8		419.9
Senior unsecured 5.00% notes due on February 15, 2025	296.4		295.8
Unsecured 7.00% debentures due on February 15, 2024	13.6		13.6
Unsecured 6.75% debentures due on December 15, 2027	29.5		29.6
Securitization Program	110.0		79.1
Note Securitization Facility	72.4		—
Other	0.4		4.8
Total debt	1,972.9		2,309.3
Less Short-term borrowings	182.5		188.9
Total Long-term debt	$	1,790.4	$	2,120.4

In May 2018, we renewed our 364 -day accounts receivable securitization program (the “Securitization Program”) with certain financial institutions for borrowings up to $110.0 million . We also entered into an additional 364 -day facility for borrowings up to $90.0 million (the “Note Securitization Facility”) in May 2018. Under the terms of each of the Securitization Program and Note Securitization Facility, certain of our accounts receivable secure the amounts borrowed and cannot be used to pay our other debts or liabilities. The amount that we may borrow at a given point in time is determined based on the amount of qualifying accounts receivable that are present at such point in time. As of September 30, 2018 , $110.0 million and $72.4 million was borrowed under the Securitization Program and Note Securitization Facility, respectively. Borrowings outstanding under the Securitization Program and Note Securitization Facility bear interest at the London Interbank Offered Rate (“LIBOR”) plus the applicable margin of 0.8% and 1.0% , respectively, and are included as a component of Short-term borrowings, while the accounts receivable securing these obligations remain as a component of Trade accounts receivable, net of allowances in our Consolidated Balance Sheets. In addition, the agreements governing the Securitization Program and Note Securitization Facility contain various customary affirmative and negative covenants, and customary default and termination provisions. As of September 30, 2018 , we were in compliance with these covenants and provisions.

In February 2017, we entered into $300.0 million of senior unsecured notes maturing February 2025 for purposes of financing the Mortara acquisition. These notes bear interest at a fixed rate of 5.00% annually. We also have outstanding senior unsecured notes of $425.0 million maturing in September 2023 that bear interest at a fixed rate of 5.75% annually (collectively, the “Senior Notes”). These Senior Notes were issued at par in a private placement offering and are not registered securities on any public market. All of the notes were outstanding as of September 30, 2018 . We are not required to make any mandatory redemption or sinking fund payments with respect to the Senior Notes, other than in certain circumstances such as a change in control or material sale of assets. We may redeem the 5.00% and 5.75% notes prior to maturity, but doing so prior to February 15, 2025 and September 1, 2023 , respectively, would require payment of a premium on any amounts redeemed, the amount of which varies based on the timing of the redemption. The indentures governing the Senior Notes contain certain covenants which impose limitations on the amount of dividends we may pay and the amount of common shares we may repurchase in the open market, but we do not expect these covenants to affect our current dividend policy or open share repurchase program. The terms of these indentures also impose certain restrictions on the amount and type of additional indebtedness we may obtain in the future, as well as the types of liens and guarantees we may provide.

Our Senior Credit Agreement consists of two facilities as follows:


•	$1,462.5 million senior secured Term Loan A facility (“TLA Facility”), maturing in September 2021


•	Revolving Credit Facility, providing borrowing capacity of up to $700.0 million , maturing in September 2021

The TLA Facility and Revolving Credit Facility bear interest at variable rates which currently approximate 3.8% . These interest rates are based primarily on the LIBOR, but under certain conditions could also be based on the U.S. Federal Funds Rate or the U.S. Prime Rate, at our option. We are able to voluntarily prepay outstanding loans under the TLA Facility at any time. In 2018 ,

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we made payments of $350.9 million on the TLA Facility, including the required minimum $146.3 million leaving no scheduled repayment in 2019.

The following table summarizes the maturities of the TLA Facility for fiscal 2019 through 2022 :



	Amount
2019	$	—
2020	106.3
2021	932.2
2022	—

On September 30, 2018 , there were no outstanding borrowings on the Revolving Credit Facility, and available borrowing capacity was $691.9 million after giving effect to $8.1 million of outstanding standby letters of credit. The availability of borrowings under our Revolving Credit Facility is subject to our ability at the time of borrowing to meet certain specified conditions, including compliance with covenants contained in the Senior Credit Agreement.

The facilities provided by the Senior Credit Agreement are held with a syndicate of banks, which includes over 30 institutions. Our general corporate assets, including those of certain of our subsidiaries, collateralize these obligations. The Credit Agreement governing these facilities contains financial covenants which specify a maximum secured net leverage ratio and a minimum interest coverage ratio, as such terms are defined in the credit agreement. These financial covenants are measured at the end of each fiscal quarter. The required ratios vary providing a gradually decreasing maximum secured net leverage ratio and a gradually increasing minimum interest coverage ratio, as set forth in the following table:



Any Fiscal Quarter Ended in the Calendar Year Ending:	Maximum Secured Net Leverage Ratio	Minimum Interest Coverage Ratio
December 31, 2018	3.50x	3.75x
December 31, 2019 and thereafter	3.00x	4.00x

We were in compliance with all financial covenants under our financing agreements as of September 30, 2018 .

In conjunction with the amendment of the Senior Credit Agreement governing these facilities, we recorded a $10.8 million loss on extinguishment of debt related to a majority of the debt issuance costs previously capitalized for the Term Loan B facility in September 2016. We also incurred $6.5 million of costs related to the amendment, $4.5 million of which were capitalized as part of the new Senior Secured Credit Facilities.

We are exposed to market risk from fluctuations in interest rates. We sometimes manage our exposure to interest rate fluctuations through the use of interest rate swaps. As of September 30, 2018 , we had seven interest rate swap agreements, with notional amounts of $750.0 million , in aggregate, to hedge the variability of cash flows associated with a portion of the variable interest rate payments through September 2021 on the Senior Secured Credit Facilities. The interest rate swaps have effective start dates ranging between December 31, 2017 and September 8, 2020 and are designated as cash flow hedges. As of September 30, 2018 , these swaps were in a net asset position with an aggregate fair value of $24.8 million , all of which were classified as Other assets. As of September 30, 2017 , these swaps were in a net asset position with an aggregate fair value of $7.3 million , of which $8.5 million were classified as Other assets and $1.2 million were classified as Other current liabilities. We classify fair value measurements on our interest rate swaps as Level 2, as described in Note 1.

In July 2018, we entered into two cross-currency swap agreements, with notional amounts of $197.5 million , in aggregate, to hedge the variability of U.S. dollar-Euro exchange rates through July 2023. The cross-currency swaps are designated as net investment hedges of subsidiaries using Euro as their functional currency. The Company entered into the cross-currency swaps to mitigate changes in net assets due to changes in U.S. dollar-Euro spot exchange rates. As of September 30, 2018 , these swaps were in a net liability position with an aggregate fair value of $1.2 million which was classified as Other current liabilities. We classify fair value measurements on our cross-currency swaps as Level 2, as described in Note 1. We adopted ASU 2017-12 in the fourth quarter of fiscal 2018. Under this guidance, the Company assesses hedge effectiveness under the spot-to-spot method and records changes in fair value attributable to the translation of foreign currencies through Accumulated other comprehensive income (loss). The Company has elected to amortize the impact of all other changes in fair value of the derivative through Interest expense.

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The fair value of our debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to us for debt of the same remaining maturities. The book values of our short-term debt instruments and Revolving Credit Facility approximate fair value.

The estimated fair values of our long-term debt instruments are described in the table below:



	September 30, 2018		September 30, 2017
Senior secured Term Loan A	$	991.9	$	1,364.8
Senior unsecured 5.75% notes due on September 1, 2023	437.3		449.3
Senior unsecured 5.00% notes due on February 14, 2025	294.0		311.9
Unsecured debentures	42.9		46.8
Total	$	1,766.1	$	2,172.8

The estimated fair values of our long-term unsecured debentures were based on observable inputs such as quoted prices in markets that are not active. The estimated fair values of our term loans and the Senior Notes were based on quoted prices for similar liabilities. These fair value measurements were classified as Level 2, as described in Note 1.

Note 5. Retirement and Postretirement Benefit Plans

Our retirement plans consist of defined benefit plans, postretirement health care plans and defined contribution savings plans. Plans cover certain employees both in and outside of the United States.

Retirement Plans

We sponsor five defined benefit retirement plans. Those plans include a master defined benefit retirement plan in the United States, a nonqualified supplemental executive defined benefit retirement plan, and three defined benefit retirement plans covering employees in Germany and France. Benefits for such plans are based primarily on years of service and the employee’s level of compensation in specific periods of employment. We contribute funds to trusts as necessary to provide for current service and for any unfunded projected future benefit obligation over a reasonable period of time. All of our plans have a September 30 measurement date.

Effect on Operations

The components of net periodic benefit cost for our defined benefit retirement plans were as follows:



	Year Ended September 30
	2018			2017			2016
Service cost	$	4.8		$	5.8		$	5.0
Interest cost	11.0			9.9			10.9
Expected return on plan assets	(15.7		)	(14.6		)	(13.0		)
Amortization of unrecognized prior service cost, net	0.1			0.2			0.3
Amortization of net loss	4.5			6.1			4.5
Net periodic benefit cost	4.7			7.4			7.7
Special termination benefits	—			0.1			—
Net pension expense	$	4.7		$	7.5		$	7.7

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Obligations and Funded Status

The change in benefit obligations, plan assets and funded status, along with amounts recognized in the Consolidated Balance Sheets for our defined benefit retirement plans were as follows:



	Year Ended September 30
	2018			2017
Change in benefit obligation:
Benefit obligation at beginning of year	$	345.8		$	347.1
Service cost	4.8			5.8
Interest cost	11.0			9.9
Actuarial gain	(13.8		)	(5.7		)
Benefits paid	(12.8		)	(12.5		)
Acquisitions	0.1			—
Special termination benefits	—			0.1
Exchange rate (gain) loss	(0.5		)	1.1
Benefit obligation at end of year	334.6			345.8

Change in plan assets:
Fair value of plan assets at beginning of year	284.4			267.0
Actual return on plan assets	7.1			28.8
Employer contributions	1.1			1.1
Benefits paid	(12.8		)	(12.5		)
Fair value of plan assets at end of year	279.8			284.4
Funded status and net amounts recognized	$	(54.8	)	$	(61.4	)

Amounts recorded in the Consolidated Balance Sheets:
Accrued pension benefits, current portion	$	(1.1	)	$	(1.2	)
Accrued pension benefits, long-term	(53.7		)	(60.2		)
Net amount recognized	$	(54.8	)	$	(61.4	)

In addition to the amounts above, net actuarial losses of $50.2 million and prior service costs of $0.5 million , less the tax effect of $20.2 million are included as components of Accumulated other comprehensive income (loss) as of September 30, 2018 . In addition to the amounts above, net actuarial losses of $59.9 million and prior service costs of $0.6 million , less the tax effect of $22.8 million are included as components of Accumulated other comprehensive income (loss) as of September 30, 2017 . The estimated net actuarial loss and prior service cost for our defined benefit retirement plans that will be amortized from Accumulated other comprehensive income (loss) into net periodic benefit cost over the next fiscal year are $2.4 million and $0.1 million , respectively.

Accumulated Benefit Obligation

The accumulated benefit obligation for all defined benefit pension plans was $316.1 million and $325.7 million as of September 30, 2018 and 2017 . Selected information for our plans, including plans with accumulated benefit obligations exceeding plan assets, was as follows:



	September 30, 2018						September 30, 2017
	PBO		ABO		Plan Assets		PBO		ABO		Plan Assets
Master plan	$	309.5	$	292.7	$	279.6	$	319.8	$	301.5	$	284.1
International plans	20.5		18.8		0.2		20.8		19.0		0.3
Supplemental executive plan	4.6		4.6		—		5.2		5.2		—
	$	334.6	$	316.1	$	279.8	$	345.8	$	325.7	$	284.4

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Actuarial Assumptions

The weighted average assumptions used in accounting for our domestic pension plans were as follows:



	2018	2017	2016
Weighted average assumptions to determine benefit obligations at the measurement date:
Discount rate for obligation	4.2%	3.9%	3.7%
Rate of compensation increase	3.0%	3.0%	3.0%

Weighted average assumptions to determine benefit cost for the year:
Discount rate for expense	3.9%	3.7%	4.4%
Expected rate of return on plan assets	6.0%	5.8%	5.8%
Rate of compensation increase	3.0%	3.0%	3.0%

The discount rates used in the valuation of our defined benefit pension plans are evaluated annually based on current market conditions. In setting these rates, we utilize long-term bond indices and yield curves as a preliminary indication of interest rate movements, and then make adjustments to the respective indices to reflect differences in the terms of the bonds covered under the indices in comparison to the projected outflow of our pension obligations. The overall expected long-term rate of return is based on historical and expected future returns, which are inflation adjusted and weighted for the expected return for each component of the investment portfolio, as well as taking into consideration economic and capital market conditions. The rate of assumed compensation increase is also based on our specific historical trends of past wage adjustments. The weighted average discount rate assumptions used for our international plans are lower than our domestic plan assumptions and do not significantly affect the consolidated net benefit obligation or net periodic benefit cost balances.

Plan Assets

The weighted average asset allocations of our master defined benefit retirement plan as of September 30, 2018 and 2017 , by asset category, along with target allocations, are as follows:



	2018 Target Allocation	2017 Target Allocation	2018 Actual Allocation	2017 Actual Allocation

Equity securities	31%-37%	37% - 45%	35%	42%
Fixed income securities	63%-69%	55% - 63%	65%	58%
Total			100%	100%

We have a Plan Committee that sets investment guidelines with the assistance of an external consultant. These guidelines are established based on market conditions, risk tolerance, funding requirements and expected benefit payments. The Plan Committee also oversees the investment allocation process and monitors asset performance. As pension liabilities are long-term in nature, we employ a long-term total return approach to maximize the long-term rate of return on plan assets for a prudent level of risk. Target allocations are guidelines, not limitations, and plan fiduciaries may occasionally approve allocations above or below a target range or elect to rebalance the portfolio within the targeted range.

The investment portfolio contains a diversified portfolio of fixed income securities and equities. Securities are also diversified in terms of domestic and international securities, short- and long-term securities, growth and value styles, large cap and small cap stocks. The primary investment strategy is a dynamic target allocation method that periodically rebalances among various investment categories depending on the current funded positions. This program is designed to actively move from return-seeking investments (such as equities) toward liability-hedging investments (such as long-duration fixed income) as funding levels improve.

Trust assets are invested subject to the following policy restrictions: short-term securities must be rated A2/P2 or higher; all fixed-income securities shall have a credit quality rating “BBB” or higher; and investments in equities in any one company may not exceed 10% of the equity portfolio.

Fair Value Measurements of Plan Assets

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Cash as part of plan assets was $4.0 million and $7.2 million as of September 30, 2018 and 2017 and was classified as a Level 1 financial instrument.

In fiscal 2017 , we adopted revised disclosure guidance related to investments measured at NAV as a practical expedient, under

which they are no longer categorized in the fair value hierarchy. The following table summarizes these assets by category:



	September 30, 2018		September 30, 2017
Equities (a)
U.S. companies	$	50.0	$	58.6
International companies	46.4		59.4
Fixed income securities (a)	179.4		159.2
Total plan assets at fair value, excluding cash	$	275.8	$	277.2

(a) These investments are commingled funds and/or collective trusts valued using the net asset value (“NAV”) unit price provided by the fund administrator. The NAV is based on the value of the underlying assets owned by the fund.

Cash Flows

Our U.S. master defined benefit plan is funded in excess of 90% , as measured under the requirements of the Pension Protection Act of 2006, and therefore we expect that the plan will not be subject to the “at risk” funding requirements of this legislation.

In fiscal 2018 and 2017 , we contributed cash of $1.1 million to our defined benefit retirement plans in each year. We will not be required to contribute to our master defined benefit retirement plan in fiscal 2019 due to the current funding level; however, minimal contributions will be required for our unfunded plans.

Estimated Future Benefit Payments

The benefit payments, which are expected to be funded through plan assets and company contributions and reflect expected future service, are expected to be paid as follows:



	Pension Benefits
2019	$	14.4
2020	14.5
2021	15.3
2022	16.0
2023	16.7
2024-2028	95.5

Defined Contribution Savings Plans

We have defined contribution savings plans that cover substantially all U.S. employees and certain non-U.S. employees. The general purpose of these plans is to provide additional financial security in retirement by providing employees with an incentive to make regular savings. Our contributions to the plans are based on eligibility and employee contributions. Expense under these plans was $28.4 million in fiscal 2018 . In fiscal 2017 and 2016 , the expense was $26.8 million in each year.

Postretirement Health Care Plans

In addition to defined benefit retirement plans, we also offer two postretirement health care plans in the United States that provide health care benefits to qualified retirees and their dependents. The plans are closed to new participants and include retiree cost sharing provisions and generally extends retiree coverage for medical and prescription benefits beyond the COBRA continuation period to the date of Medicare eligibility. We use a measurement date of September 30 for these plans.

The expense related to postretirement health care plans has not been significant in fiscal 2018 , 2017 or 2016 . The change in the accumulated postretirement benefit obligation was as follows:

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	Year Ended September 30
	2018			2017
Change in benefit obligation:
Benefit obligation at beginning of year	$	19.4		$	21.6
Service cost	0.3			0.4
Interest cost	0.6			0.5
Plan amendments	—			(0.7		)
Actuarial gain	(2.4		)	(1.8		)
Benefits paid	(1.2		)	(0.9		)
Retiree contributions	0.3			0.3
Benefit obligation at end of year	$	17.0		$	19.4

Amounts recorded in the Consolidated Balance Sheets:
Accrued benefits obligation, current portion	$	1.6		$	1.5
Accrued benefits obligation, long-term	15.4			17.9
Net amount recognized	$	17.0		$	19.4

We contributed approximately $1.2 million to the plans in fiscal 2018 , compared to $0.9 million in fiscal 2017 .

In addition to the amounts above, net actuarial gains of $8.7 million and prior service credits of $0.8 million , less the tax effect of $3.0 million are included as components of Accumulated other comprehensive income (loss) as of September 30, 2018 . Net actuarial gains of $7.3 million and prior service credits of $1.0 million , less the tax effect of $3.1 million are included as components of Accumulated other comprehensive income (loss) as of September 30, 2017 .

The estimated net actuarial gain and prior service benefit for our postretirement health care plans that will be amortized from Accumulated other comprehensive income (loss) into net periodic benefit cost over the next fiscal year are $0.8 million and $0.2 million .

The discount rate used to determine the net periodic benefit cost for the postretirement health care plans for fiscal 2018 , 2017 and 2016 was 3.0% , 3.0% and 3.5% . The discount rate used to determine the benefit obligation as of September 30, 2018 was 4.0% . In fiscal 2017 , the discount rate was 3.3% . In fiscal 2016 , the discount rate for the plans ranged from 2.9% to 3.0% . As of September 30, 2018 , the health care cost trend rates for the plans were generally assumed to be in the ranges of 7.8% to 7.0% , trending down to a rate of 4.5% over the long-term.

A one-percentage-point increase/decrease in the assumed health care cost trend rates as of September 30, 2018 would cause an increase/decrease in service and interest costs of less than $0.1 million , along with an increase/decrease in the benefit obligation of $1.0 million .

We fund the postretirement health care plans as benefits are paid and current plan benefits are expected to require contributions of approximately $1.6 million in fiscal 2019 and approximately $2.0 million per fiscal year thereafter.

Note 6. Other Comprehensive Income

The following tables represent the changes in Accumulated other comprehensive income (loss) by component in fiscal 2018 , 2017 and 2016 :

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	Year Ended September 30, 2018
	Other comprehensive income (loss)															Accumulated other comprehensive income (loss)
	Prior to reclassification			Reclassification from			Pre-tax			Tax effect			Net of tax			Beginning balance			Net activity			Ending balance ³
Derivative instruments and hedges:
Foreign exchange forward contracts ¹	$	0.4		$	0.3		$	0.7		$	(0.1	)	$	0.6		$	(0.4	)	$	0.6		$	0.2
Interest rate swaps ²	22.8			(5.3		)	17.5			(3.9		)	13.6			4.7			13.6			18.3
Cross-currency swaps ²	(2.2		)	$	—		(2.2		)	0.5			(1.7		)	—			(1.7		)	(1.7		)
Derivative instruments and hedges total	21.0			(5.0		)	16.0			(3.5		)	12.5			4.3			12.5			16.8
Foreign currency translation adjustment	(24.0		)	—			(24.0		)	—			(24.0		)	(81.3		)	(24.0		)	(105.3		)
Change in pension and postretirement defined benefit plans	7.9			3.0			10.9			(2.4		)	8.5			(33.0		)	8.5			(24.5		)
Total	$	4.9		$	(2.0	)	$	2.9		$	(5.9	)	$	(3.0	)	$	(110.0	)	$	(3.0	)	$	(113.0	)

¹ We are subject to variability in foreign currency exchange rates due to our international operations. Exposure to this variability is periodically managed primarily through the use of natural hedges, whereby funding obligations and assets are both managed in the local currency. From time-to-time, we enter into currency exchange agreements to manage our exposure arising from fluctuating exchange rates related to specific and projected transactions. We operate this program pursuant to documented corporate risk management policies and do not enter into derivative transactions for speculative purposes. The sensitivity of earnings and cash flows to variability in exchange rates is assessed by applying an appropriate range of potential rate fluctuations to our assets, obligations and projected results of operations denominated in foreign currencies. Our currency risk consists primarily of foreign currency denominated firm commitments and projected foreign currency denominated intercompany and third-party transactions. As of September 30, 2018 , the notional amount of open foreign exchange contracts was $5.5 million . These contracts were in a net asset position reported in Other current assets with a fair value of $0.1 million . The maximum length of time over which we hedge transaction exposures is generally 15 months. Derivative gains and losses, initially reported as a component of Accumulated other comprehensive income (loss), are reclassified to earnings in the period when the transaction affects earnings.

² See Note 4 for information related to our interest rate and cross-currency swap agreements.

³ The estimated net amount of gains and losses that are reported in Accumulated other comprehensive (loss) as of September 30, 2018 that is expected to be reclassified into earnings within the next 12 months is $6.0 million.



	Year Ended September 30, 2017
	Other comprehensive income (loss)															Accumulated other comprehensive income (loss)
	Prior to reclassification			Reclassification from			Pre-tax			Tax effect			Net of tax			Beginning balance			Net activity			Ending balance
Derivative instruments and hedges:
Foreign exchange forward contracts	$	(0.4	)	$	(0.2	)	$	(0.6	)	$	0.1		$	(0.5	)	$	0.1		$	(0.5	)	$	(0.4	)
Interest rate swaps	13.1			(0.7		)	12.4			(4.5		)	7.9			(3.2		)	7.9			4.7
Derivative instruments and hedges total	12.7			(0.9		)	11.8			(4.4		)	7.4			(3.1		)	7.4			4.3
Foreign currency translation adjustment	32.9			1.0			33.9			—			33.9			(115.2		)	33.9			(81.3		)
Change in pension and postretirement defined benefit plans	22.1			5.9			28.0			(10.2		)	17.8			(50.8		)	17.8			(33.0		)
Total	$	67.7		$	6.0		$	73.7		$	(14.6	)	$	59.1		$	(169.1	)	$	59.1		$	(110.0	)

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	Year Ended September 30, 2016
	Other comprehensive income (loss)														Accumulated other comprehensive income (loss)
	Prior to reclassification			Reclassification from			Pre-tax			Tax effect		Net of tax			Beginning balance			Net activity			Ending balance
Derivative instruments and hedges:
Foreign exchange forward contracts	$	0.3		$	(0.2	)	$	0.1		$	—	$	0.1		$	—		$	0.1		$	0.1
Interest rate swaps	(5.2		)	0.1			(5.1		)	1.9		(3.2		)	—			(3.2		)	(3.2		)
Derivative instruments and hedges total	(4.9		)	(0.1		)	(5.0		)	1.9		(3.1		)	—			(3.1		)	(3.1		)
Foreign currency translation adjustment	(22.4		)	—			(22.4		)	—		(22.4		)	(92.8		)	(22.4		)	(115.2		)
Change in pension and postretirement defined benefit plans	(8.5		)	4.4			(4.1		)	1.3		(2.8		)	(48.0		)	(2.8		)	(50.8		)
Total	$	(35.8	)	$	4.3		$	(31.5	)	$	3.2	$	(28.3	)	$	(140.8	)	$	(28.3	)	$	(169.1	)

The following table represents the items reclassified out of Accumulated other comprehensive income (loss) and the related tax effects in fiscal 2018 , 2017 and 2016 :



	Year Ended September 30
	2018									2017									2016
	Amount reclassified			Tax effect			Net of tax			Amount reclassified			Tax effect			Net of tax			Amount reclassified			Tax effect			Net of tax
Derivative instruments and hedges:
Foreign exchange forward contracts (a)	$	0.3		$	—		$	0.3		$	(0.2	)	$	—		$	(0.2	)	$	(0.2	)	$	—		$	(0.2	)
Interest rate swaps (b)	(5.3		)	1.2			(4.1		)	(0.7		)	0.3			(0.4		)	0.1			—			0.1
Derivative instruments and hedges total	$	(5.0	)	$	1.2		$	(3.8	)	$	(0.9	)	$	0.3		$	(0.6	)	$	(0.1	)	$	—		$	(0.1	)
Foreign currency translation adjustment (c)	—			—			—			1.0			—			1.0			—			—			—
Change in pension and postretirement defined benefit plans (d)	3.0			(1.0		)	2.0			5.9			(2.2		)	3.7			4.4			(1.3		)	3.1

(a) Reclassified from Accumulated other comprehensive income (loss) into Investment income and other, net.

(b) Reclassified from Accumulated other comprehensive income (loss) into Interest expense.

(d) Reclassified from Accumulated other comprehensive income (loss) into Cost of goods sold and Selling and administrative expenses. These components are included in the computation of net periodic pension expense.

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Note 7. Special Charges

In connection with various organizational changes to improve our business alignment and cost structure, as well as legal settlements, we recognized Special charges of $77.6 million , $37.4 million and $39.9 million in fiscal 2018 , 2017 and 2016 . We continue to evaluate additional actions related to these programs and expect additional Special charges to be incurred. However, it is not practicable to estimate the amount or timing of these future expected costs until such time as the evaluations are complete.

These charges are summarized as follows:

Legal Claim Recovery and Legal Settlements

In fiscal 2018, we received a settlement payment for a legal claim and recorded a gain of $1.2 million in Special charges.

In fiscal 2017, we entered into a confidential agreement with Stryker Corporation, resolving alleged infringement of certain Hill-Rom patents covering proprietary communications networks resulting in a gain of $15.1 million recorded in Special charges.

Dispositions

In fiscal 2018, we entered into an agreement to convey certain net assets related to the Company’s third-party rental business, which is comprised of purchased moveable medical equipment that can be rented to customers, to Universal Hospital Services, Inc. (“UHS”) in exchange for UHS’s agreement to dismiss its previously disclosed litigation against the Company (“Settlement Agreement”). The third-party rental business was part of our Patient Support Systems segment. As a result, in fiscal 2018, we recorded a loss of $24.5 million in Special charges, which included $20.9 million related to the non-cash loss reserve for the assets to be conveyed, and other Settlement Agreement related costs of approximately $3.6 million . The transaction closed in fiscal 2018 subject to potential purchase price adjustments.

In fiscal 2017, we sold our Völker business. We recorded impairment charges of $25.4 million in fiscal 2017, relating mainly to non-cash write-downs of long-lived assets and working capital associated with the Völker brand portfolio and fiscal 2017 related transaction costs of approximately $3.0 million in Special charges.

In fiscal 2017, we sold our Architectural Products business and recorded $1.1 million of expense, primarily related to severance, in Special charges.

Business Optimization

In fiscal 2018, we initiated a global transformation program focused on reducing complexity, increasing efficiency, improving our cost structure and accelerating growth with targeted investments that align with our strategic priorities. In fiscal 2018 , this program resulted in charges of $37.2 million , of which $17.6 million were severance and benefit costs with the remainder primarily comprising professional fees and project management costs.

In fiscal 2014, we announced a global transformation program focused on improving our cost structure. The domestic portion of this action was completed in fiscal 2015. Part of this program included reducing our European manufacturing capacity and streamlining our global operations by, among other things, executing a back office process transformation program in Europe. The restructuring in Europe is complete and, in fiscal 2017 , we recorded Special charges of $0.9 million for legal and professional fees, temporary labor, project management, severance and benefit costs, and other administrative functions. These amounts compare to charges of $5.1 million (net of reversals) in fiscal 2016 . Since the inception of this program through September 30, 2018 , we have recognized aggregate special charges of $80.8 million . We do not expect to incur further costs related to this action.

Site Consolidation

In fiscal 2015, we initiated a plan to streamline our operations and simplify our supply chain by consolidating certain manufacturing and distribution operations (“Site Consolidation”). As part of this action, we have announced the closure of eight sites. In fiscal 2018 , we recorded total charges of $15.9 million , related to these efforts, of which $3.7 million were severance and benefit costs with the remainder comprising lease termination and asset write-down costs. In 2017 , we recorded total charges related to these activities of $19.7 million related to these actions, of which $5.1 million were severance and benefit costs. In fiscal 2016 , we recorded total charges of $15.9 million , of which $7.2 million were severance and benefit costs.

In fiscal 2017, we sold our Charleston property for $6.1 million in cash proceeds and recorded a gain of $5.2 million in Special charges.

Since the inception of the Site Consolidation program through September 30, 2018 , we have recognized aggregate special charges of $50.8 million .

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Integration and Business Realignment

As we acquire businesses, we initiate integration activities and position our existing businesses to capitalize on opportunities for growth. We acquired Mortara and Tridien in fiscal 2017 and 2016 and initiated integration activities to achieve the available synergies of our combined company. We also incurred costs, including severance and benefit costs, associated with other business realignment and integration activities. In fiscal 2018 , we incurred total integration and business realignment charges of approximately $1.2 million . These amounts compare to charges of $ 7.6 million , of which $3.5 million were severance and benefit costs in fiscal 2017 and charges of $19.0 million , of which $14.0 million were severance and benefit costs in fiscal 2016.

For all accrued severance and other benefit charges described above, we record restructuring reserves within Other current liabilities. The reserve activity for severance and other benefits in fiscal 2018 and 2017 was as follows:



Balance as of September 30, 2016	$	14.7
Expenses	9.7
Cash Payments	(14.3		)
Reversals	(1.1		)
Balance as of September 30, 2017	9.0
Expenses	21.3
Cash Payments	(20.9		)
Reversals	(0.9		)
Balance as of September 30, 2018	$	8.5

Note 8. Income Taxes

The significant components of income before income taxes and the consolidated income tax provision were as follows:



	Year Ended September 30
	2018		2017		2016
Income before income taxes:
Domestic	$	101.8	$	129.0	$	92.2
Foreign	95.4		54.0		46.1
Total	$	197.2	$	183.0	$	138.3



Income tax expense:
Current provision
U.S. Federal	$	5.9		$	61.6		$	4.7
State	3.5			8.6			2.2
Foreign	20.2			13.3			9.1
Total current provision	29.6			83.5			16.0
Deferred provision:
U.S. Federal	(83.4		)	(34.9		)	21.8
State	(2.8		)	1.3			1.2
Foreign	1.4			0.8			(23.5		)
Total deferred provision	(84.8		)	(32.8		)	(0.5		)
Income tax expense	$	(55.2	)	$	50.7		$	15.5

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Differences between income tax expense reported for financial reporting purposes and that computed based upon the application of the statutory U.S. Federal tax rate to the reported income before income taxes were as follows:



	Year Ended September 30
	2018					2017					2016
	Amount			% of Pretax Income		Amount			% of Pretax Income		Amount			% of Pretax Income
U.S. Federal income tax (a)	$	48.4		24.5	%	$	64.1		35.0	%	$	48.4		35.0	%
State income tax (b)	2.9			1.5	%	4.1			2.2	%	2.9			2.1	%
Foreign income tax (c)	(23.3		)	(11.8	)%	(35.6		)	(19.4	)%	(14.0		)	(10.1	)%
Application of federal research tax credits	(5.6		)	(2.9	)%	(3.6		)	(2.0	)%	(5.6		)	(4.0	)%
Application of foreign tax credits	(1.0		)	(0.5	)%	(15.0		)	(8.2	)%	(0.5		)	(0.4	)%
Valuation of tax attributes	23.4			11.9	%	36.3			19.8	%	(14.4		)	(10.4	)%
Foreign inclusions	(0.9		)	(0.4	)%	11.5			6.3	%	0.9			0.6	%
Domestic manufacturer’s deduction	(0.9		)	(0.4	)%	(4.4		)	(2.4	)%	(1.8		)	(1.3	)%
Excess tax benefits from share based awards	(16.1		)	(8.2	)%	(8.9		)	(4.9	)%	—			—	%
U.S. tax benefit of foreign currency loss	(9.2		)	(4.7	)%	—			—	%	—			—	%
U.S. tax reform deferred tax remeasurement	(93.8		)	(47.6	)%	—			—	%	—			—	%
U.S. tax reform transition tax	22.9			11.6	%	—			—	%	—			—	%
Other, net	(2.0		)	(1.0	)%	2.2			1.3	%	(0.4		)	(0.3	)%
Income tax expense	$	(55.2	)	(28.0	)%	$	50.7		27.7	%	$	15.5		11.2	%


(a)	At statutory rate.


(b)	Net of U.S. Federal benefit.


(c)	U.S. Federal tax rate differential.

The tax effect of temporary differences that gave rise to the deferred tax balance sheet accounts were as follows:



	Year Ended September 30
	2018			2017
Deferred tax assets:
Employee benefit accruals	$	34.9		$	64.5
Inventory	12.7			16.6
Net operating loss carryforwards	84.5			70.7
Tax credit carryforwards	20.5			23.3
Other, net	26.4			41.4
	179.0			216.5
Less: Valuation allowance	(80.2		)	(58.2		)
Total deferred tax assets	98.8			158.3

Deferred tax liabilities:
Depreciation	(19.2		)	(28.6		)
Amortization	(216.8		)	(349.7		)
Other, net	(9.1		)	(5.3		)
Total deferred tax liabilities	(245.1		)	(383.6		)
Deferred tax asset (liability) - net	$	(146.3	)	$	(225.3	)

As of September 30, 2018 , we had $83.4 million of deferred tax assets related to operating loss carryforwards in foreign jurisdictions that are subject to various carryforward periods with the majority eligible to be carried forward for an unlimited period. Additionally, we had $0.7 million of deferred tax assets related to U.S. Federal net operating loss (“NOL”) carryforwards which will expire between 2019 and 2033 and $0.4 million of deferred tax assets related to state NOL carryforwards, which expire between 2018

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and 2037 . We had $20.5 million of deferred tax assets related to state tax credits, some of which will be carried forward for an unlimited period and some of which will expire between 2018 and 2032 . During fiscal 2018 we fully utilized all of our foreign tax credit carryforwards. We had $2.7 million of deferred tax assets related to capital loss carryforwards, which will expire in 2021 .

The gross deferred tax assets as of September 30, 2018 were reduced by valuation allowances of $80.2 million primarily related to certain foreign deferred tax attributes and state tax credit carryforwards as it is more likely than not that some portion or all of these tax attributes will not be realized. In evaluating whether it is more likely than not that we would recover our deferred tax assets, future taxable income, the reversal of existing temporary differences and tax planning strategies were considered. We believe that our estimates for the valuation allowances recorded against deferred tax assets are appropriate based on current facts and circumstances.

We operate under tax holidays in both Singapore and Puerto Rico. The Singapore tax holiday is effective through 2019 while the Puerto Rico tax holiday is effective through 2025 . Both incentives are conditional on meeting certain employment and/or investment thresholds. The impact of these tax holidays decreased foreign taxes by $4.3 million in fiscal 2018 , $3.6 million in fiscal 2017 and $4.1 million in fiscal 2016 . The benefit of the tax holidays on net income per diluted share was $0.06 , $0.05 and $0.06 in fiscal 2018 , 2017 and 2016 .

With regard to our non-U.S. subsidiaries, it is our practice and intention to reinvest the earnings in those businesses, to fund capital expenditures and other operating cash needs. Because the undistributed earnings of non-U.S. subsidiaries are considered to be permanently reinvested, no U.S. deferred income taxes or foreign withholding taxes have been provided on earnings subsequent to the enactment of the Tax Act. As of September 30, 2018 , we have approximately $193.0 million of undistributed earnings in our non-U.S. subsidiaries that are considered to be permanently reinvested. If such earnings were repatriated, we do not anticipate incurring a significant amount of additional tax expense.

We file a consolidated federal income tax return as well as multiple state, local and foreign jurisdiction tax returns. In the normal course of business, we are subject to examination by the taxing authorities in each of the jurisdictions where we file tax returns. In fiscal 2018, the U.S. Internal Revenue Service (“IRS”) concluded its audit of fiscal 2016 and initiated its post-filing examination of the fiscal 2017 consolidated federal return. We continue to participate in the IRS Compliance Assurance Program (“CAP”) in fiscal 2018 and 2019 and we are in the application process to remain in the CAP in fiscal 2020. The CAP provides the opportunity for the IRS to review certain tax matters prior to us filing our tax return for the year, thereby reducing the time it takes to complete the post-filing examination. We are also subject to state and local or foreign income tax examinations by taxing authorities for years back to fiscal 2013.

We also have on-going audits in various stages of completion in several state and foreign jurisdictions, one or more of which may conclude within the next 12 months . Such settlements could involve some or all of the following: the payment of additional taxes and related penalties, the adjustment of certain deferred taxes and/or the recognition of unrecognized tax benefits. The resolution of these matters, in combination with the expiration of certain statutes of limitations in various jurisdictions, make it reasonably possible that our unrecognized tax benefits may decrease as a result of either payment or recognition by approximately $0.5 million to $3.5 million in the next 12 months, excluding interest.

The total amount of gross unrecognized tax benefits as of September 30, 2018 , 2017 and 2016 were $6.2 million , $4.5 million and $5.1 million , which includes $5.6 million , $3.3 million and $3.6 million that, if recognized, would impact the effective tax rate in future periods. The remaining amount relates to items which, if recognized, would not impact our effective tax rate.

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A rollforward of the beginning and ending amount of unrecognized tax benefits is as follows:



	Year Ended September 30
	2018			2017			2016
Balance as of October 1	$	4.5		$	5.1		$	5.8
Increases in tax position of prior years	2.3			0.1			0.8
Decreases in tax position of prior years	—			—			(0.1		)
Increases in tax position during the current year	0.3			—			—
Settlements with taxing authorities	—			—			(0.3		)
Lapse of applicable statute of limitations	(0.9		)	(0.8		)	(0.5		)
Change in positions due to acquisitions	—			—			(0.6		)
Foreign currency adjustments	—			0.1			—
Total change	1.7			(0.6		)	(0.7		)
Balance as of September 30	$	6.2		$	4.5		$	5.1

In fiscal 2018, we recorded a reserve of $2.6 million related to an unrecognized tax benefit in a non-US jurisdiction that we believe is not more likely than not of being sustained on audit.

We recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. Accrued interest and penalties, which are not presented in the rollforward table above, were $2.1 million , $2.6 million and $3.0 million as of September 30, 2018 , 2017 and 2016 . Related to interest and penalties, we recognized an income tax benefit of $0.5 million in 2018 and $0.4 million in 2017 . There was no income tax impact of interest or penalties in 2016.

A change in a tax accounting method was approved by the Internal Revenue Service in fiscal 2018 which resulted in a reduction in U.S. tax of $9.2 million for prior year currency exchange losses.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to the Tax Act. The Tax Act makes broad and complex changes to the U.S. tax code which impacted fiscal 2018 including, but not limited to (1) reduced the U.S. Federal corporate tax rate, (2) required a one-time transition tax (“Transition Tax”) on certain unrepatriated earnings of foreign subsidiaries that may electively be paid over eight years, and (3) accelerated first year expensing of certain capital expenditures. The Tax Act reduces the U.S. Federal corporate tax rate from 35.0% to 21.0% effective January 1, 2018 for calendar year tax filers. Internal Revenue Code Section 15 provides that for fiscal 2018 we will have a blended corporate tax rate of 24.5% , which is based on a proration of the applicable tax rates before and after the effective date of the Tax Act. The statutory tax rate of 21.0% will apply for fiscal 2019 and beyond.

The Tax Act also puts in place new tax laws that will impact our taxable income beginning in fiscal 2019, which include, but are not limited to (1) creating a Base Erosion Anti-abuse Tax (“BEAT”), which is a tax on certain related-party payments that reduce the U.S. tax base, (2) generally eliminating U.S. Federal income taxes on dividends from foreign subsidiaries, (3) a new provision designed to tax currently global intangible low-taxed income (“GILTI”), which allows for the possibility of utilizing foreign tax credits and a deduction equal to 50.0% to offset the income tax liability (subject to some limitations), (4) a provision that could limit the amount of deductible interest expense, (5) the repeal of the domestic production activity deduction replaced with an additional deduction for foreign-derived intangible income ("FDII"), (6) limitations on the deductibility of certain executive compensation, and (7) limitations on the utilization of foreign tax credits to reduce the U.S. income tax liability.

Shortly after the Tax Act was enacted, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”) which provides guidance on accounting for the Tax Act’s impact. SAB 118 provides a measurement period, which in no case should extend beyond one year from the Tax Act enactment date, during which a company acting in good faith may complete the accounting for the impacts of the Tax Act under ASC Topic 740. In accordance with SAB 118, the Company must complete the assessment of the income tax effects of the Tax Act in the first quarter of fiscal 2019.

To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete, the Company can determine a reasonable estimate for those effects and record a provisional estimate in the financial statements in the first reporting period in which a reasonable estimate can be determined. If a Company cannot determine a provisional estimate to be included in the financial statements, the Company should continue to apply ASC 740 based on the provisions of the tax laws that were in effect immediately prior to the Tax Act being enacted. If a Company is unable to provide a reasonable estimate of the impacts of the Tax

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Act in a reporting period, a provisional amount must be recorded in the first reporting period in which a reasonable estimate can be determined.

We initially recorded a provisional discrete net tax benefit of $61.4 million related to the Tax Act. We reduced our estimate of the Transition Tax by $9.5 million primarily related to true–ups to earnings and profits amounts and U.S. taxation of foreign credits and inclusions updated for the end of fiscal 2018. After this adjustment, we have recorded a provisional net tax benefit at year end of $70.9 million related to the Tax Act. This net benefit primarily consists of a net benefit of $93.8 million due to the remeasurement of our deferred tax accounts to reflect the corporate rate reduction impact to our net deferred tax balances and a net expense for the Transition Tax of $22.9 million .

Reduction in U.S. Corporate Rate: The Tax Act reduces the U.S. Federal statutory corporate tax rate to 24.5% for fiscal 2018 and 21.0% for fiscal 2019 and beyond. We have recorded a provisional adjustment to our net deferred tax balances, with a corresponding discrete net tax benefit of $93.8 million in fiscal 2018. While we are able to make a reasonable estimate of the impact of the reduction in corporate rate, the Company continues to gather additional information and perform analysis to complete the accounting within the measurement period.

Transition Tax: The Transition Tax is a fiscal 2018 tax on the previously untaxed accumulated and current earnings and profits (“E&P”) of our foreign subsidiaries. In order to determine the amount of the Transition Tax, we must determine, in addition to other factors, the amount of post-1986 E&P of the relevant subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. E&P is similar to retained earnings of the subsidiary, but requires other adjustments to conform to U.S. tax rules. We were able to make a reasonable estimate of the Transition Tax and recorded a provisional obligation of $22.9 million . However, proposed interpretative guidance has been provided and we are awaiting final interpretative guidance which the IRS and U.S. Treasury have indicated is anticipated by the end of the 2018 calendar year.

GILTI: The Tax Act includes a provision designed to currently tax global intangible low-taxed income starting in fiscal 2019. Due to the complexity of the new GILTI tax rules, we are continuing to evaluate this provision of the Tax Act, the application of ASC 740, and are considering available accounting policy alternatives to adopt to either record the U.S. income tax effect of future GILTI inclusions in the period in which they arise or establish deferred taxes with respect to the expected future tax liabilities associated with future GILTI inclusions. Our accounting policies depend, in part, on analyzing our global income to determine whether we expect a tax liability resulting from the application of this provision, and, if so, whether and when to record related current and deferred income taxes. Whether we intend to recognize deferred tax liabilities related to the GILTI provisions is dependent, in part, on our assessment of the Company's future operating structure. In addition, the Company has reviewed proposed interpretative guidance issued and is awaiting additional interpretative guidance to assess the impact on the computation of the GILTI tax. For these reasons, we are not yet able to reasonably estimate the effect of this provision of the Tax Act. Therefore, we have not made any adjustments relating to potential GILTI tax in our financial statements and have not made a policy decision regarding our accounting for GILTI.

Following the enactment of the Tax Act, we repatriated $105.2 million from outside the United States in fiscal 2018. We did not record any incremental U.S. taxes on the repatriation and paid related foreign withholding taxes of $0.5 million .

As of September 30, 2017, our practice and intention was to reinvest the earnings in our non-U.S. subsidiaries outside of the U.S., and no U.S. deferred income taxes or foreign withholding taxes were recorded. The Transition Tax noted above will result in the previously untaxed foreign earnings being included in the federal and state fiscal 2018 taxable income. We are currently analyzing our global working capital requirements and the potential tax liabilities that would be incurred if the non-U.S. subsidiaries distribute cash to the U.S. parent, which include local country withholding tax and potential U.S. state taxation. Furthermore, the Transition Tax will close a majority of the outside basis differences in our foreign corporations and any remaining temporary difference will potentially have some interaction with the GILTI tax noted above. Because our analysis is not completed, we are not yet able to reasonably estimate the effect of this provision of the Tax Act and have not recorded any withholding or state tax liabilities, any deferred taxes attributable to GILTI (as noted above) or any deferred taxes attributable to our investment in our foreign subsidiaries.

We are also currently analyzing other provisions of the Tax Act that come into effect for tax years after September 30, 2018 to determine if these items would impact the effective tax rate. These provisions include BEAT, eliminating U.S. Federal income taxes on dividends from foreign subsidiaries, the treatment of amounts in accumulated other comprehensive income, the new provision that could limit the amount of deductible interest expense, the evaluation of the deduction for FDII which could represent an additional tax benefit that offsets the repeal of Domestic Production Activities Deduction, and the limitations on the deductibility of certain executive compensation.

Note 9. Earnings per Common Share

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Basic earnings per share is calculated based upon the weighted average number of outstanding common shares for the period, plus the effect of deferred vested shares. Diluted earnings per share is calculated consistent with the basic earnings per share calculation plus the effect of dilutive unissued common shares related to stock-based employee compensation programs. For all periods presented, anti-dilutive stock options were excluded from the calculation of diluted earnings per share. Cumulative treasury stock acquired, less cumulative shares reissued, have been excluded in determining the average number of shares outstanding.

Earnings per share are calculated as follows (share information in thousands):



	Year Ended September 30
	2018		2017		2016
Net income attributable to common shareholders	$	252.4	$	133.6	$	124.1

Average basic shares outstanding	66,234		65,599		65,333
Add potential effect of exercise of stock options and other unvested equity awards	1,378		1,626		1,263
Average diluted shares outstanding	67,612		67,225		66,596

Net income attributable to common shareholders per basic common share	$	3.81	$	2.04	$	1.90

Net income attributable to common shareholders per diluted common share	$	3.73	$	1.99	$	1.86

Shares with anti-dilutive effect excluded from the computation of diluted EPS	263		20		395

Note 10. Common Stock

Share Repurchases

As part of the $190.0 million share repurchase program approved by the Board of Directors (“Board”) in September 2013, we repurchased 0.8 million shares of our common stock in the open market in fiscal 2017 valued at $50.0 million . We did no t repurchase shares in fiscal 2018 or 2016 in the open market. In November 2017, the Board approved an increase to the share repurchase program in an amount of $150.0 million . As of September 30, 2018 , a cumulative total of $175.3 million had been used under both programs, leaving us with availability of $164.7 million under the share repurchase programs. Repurchases may be made on the open market or via private transactions, and are used to manage our capital structure, offset the dilutive impact of stock-based compensation and return cash to shareholders. This program does not have an expiration date and there are no plans to terminate this program in the future.

In connection with employee payroll tax withholding for restricted stock distributions, we purchased 0.2 million shares of our common stock for $14.1 million in fiscal 2018 , and 0.2 million shares for $10.6 million in fiscal 2017 and 0.1 million shares for $8.4 million in fiscal 2016 .

Stock-Based Compensation

We have stock-based compensation plans under which employees and non-employee directors may be granted options to purchase shares of Company common stock at the fair market value at the time of grant. In addition to stock options, we grant performance share units (“PSUs”) and RSUs to certain management level employees and vested restricted stock to non-employee directors. We also offer eligible employees the opportunity to buy shares of our common stock at a discount via an Employee Stock Purchase Plan (“ESPP”).

Our primary stock-based compensation program is the Stock Incentive Plan, which has been approved by our shareholders. Under the Stock Incentive Plan, we have a total of 15.3 million authorized shares. As of September 30, 2018 , approximately 2.5 million shares were available for future grants under our stock-based compensation plans. We generally settle our stock-based awards with treasury shares. As of September 30, 2018 , we had 21.2 million treasury shares available for use to settle stock-based awards.

The following table sets forth a summary of the annual stock-based compensation cost that was charged against income for all types of awards:

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	Year Ended September 30
	2018			2017			2016
Stock-based compensation cost (pre-tax)	$	28.1		$	23.0		$	23.1
Income tax benefit	(22.7		)	(16.5		)	(7.9		)
Stock-based compensation cost, net of tax	$	5.4		$	6.5		$	15.2

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting . In the first quarter of fiscal 2017, we elected to early adopt ASU 2016-09, as permitted. Under ASU 2016-09, the tax effects of stock compensation will be recognized as income tax expense or benefit in the income statement and the tax effects of exercised or vested awards will be treated as discrete items in the reporting period in which they occur. Amendments related to accounting for excess tax benefits have been adopted prospectively, resulting in recognition of excess tax benefits against income tax expense rather than additional paid-in capital of $16.1 million and $8.9 million in fiscal 2018 and 2017. As a result of the adoption, we did not record an adjustment to retained earnings as we did not have NOL carryforwards attributable to excess tax benefits on stock compensation that had not been previously recognized to additional paid-in capital. Excess tax benefits for share-based payments are now included as net operating activities rather than net financing activities in the Statements of Consolidated Cash Flows. The changes have been applied prospectively in accordance with the ASU and prior periods have not been adjusted. Cash paid by an employer when directly withholding shares for tax withholding purposes will continue to be classified as financing activities. We elected not to change our accounting policy for forfeitures. The threshold to qualify for equity classification permits withholding up to the maximum statutory tax rates in the applicable jurisdictions.

Stock Options

Stock options granted by our Compensation Committee of our Board under the Stock Incentive Plan are non-qualified stock options. These awards are generally granted with exercise prices equal to the average of the high and low prices of our common stock on the date of grant. They vest in equal annual installments over a three - or four -year period and the maximum contractual term is ten years. We use a Binomial option-pricing model to estimate the fair value of stock options, and compensation cost is recognized on a straight-line basis over the requisite service period.

The following table sets forth the weighted average fair value per share of stock options and the related valuation assumptions used in the determination of those fair values:



	Year Ended September 30
	2018	2017	2016
Weighted average fair value per share	$22.50	$15.05	$14.07

Valuation assumptions:
Risk-free interest rate	2.2%	1.7%	1.6%
Expected dividend yield	0.9%	1.3%	1.2%
Expected volatility	30.8%	33.2%	33.1%
Weighted average expected life (years)	4.9	4.9	4.9

The risk-free interest rate is based upon observed U.S. Treasury interest rates appropriate for the term of our employee stock options. Expected dividend yield is based on the history and our expectation of dividend payouts. Expected volatility was based on our historical stock price volatility. Expected life represents the weighted average period the stock options are expected to remain outstanding and is a derived output of the Binomial model. The expected life of employee stock options is impacted by the above assumptions as well as the post-vesting forfeiture rate and the exercise factor used in the Binomial model. These two variables are based on the history of exercises and forfeitures for previous stock options granted by us.

The following table summarizes transactions under our stock option plans in fiscal 2018 :

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	Weighted Average Number of Shares (in thousands)		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value (1) (in millions)
Balance Outstanding as of October 1, 2017	1,705		$	41.79
Granted	372		80.91
Exercised	(1,030	)	38.88
Cancelled/Forfeited	(135	)	66.27
Balance Outstanding as of September 30, 2018	912		$	57.40	7.2	$	33.8
Exercisable as of September 30, 2018	357		$	41.92	5.3	$	18.8
Options Expected to Vest	481		$	66.56	8.4	$	13.4


(1)	The aggregate intrinsic value represents the total pre-tax intrinsic value, based on our closing stock price of $94.40 , as reported by the New York Stock Exchange on September 30, 2018 . This amount, which changes continuously based on the fair value of our common stock, would have been received by the option holders had all option holders exercised their options as of the balance sheet date.

The total intrinsic value of options exercised in fiscal 2018 , 2017 and 2016 was $54.7 million , $19.4 million and $4.0 million .

As of September 30, 2018 , there was $7.2 million of unrecognized compensation expense related to stock options granted under the Stock Incentive Plan. This unrecognized compensation expense does not consider potential forfeitures, and is expected to be recognized over a weighted average period of 2.4 years.

Restricted Stock Units

RSUs are granted to certain employees with fair values equal to the average of the high and low prices of our common stock on the date of grant, multiplied by the number of units granted. RSU grants are contingent upon continued employment and vest over periods ranging from one to four years. Dividends, payable in common stock equivalents, accrue on the grants and are subject to the same specified terms as the original grants, including the risk of forfeiture.

The following table summarizes transactions for our nonvested RSUs in fiscal 2018 :



	Number of Share Units (in thousands)	Weighted Average Grant Date Fair Value
Nonvested RSUs as of October 1, 2017	521	$	51.39
Granted	213	81.54
Vested	(340)	47.31
Forfeited	(76)	60.71
Nonvested RSUs as of September 30, 2018	318	$	73.72

As of September 30, 2018 , there was $14.1 million of total unrecognized compensation expense related to nonvested RSUs granted under the Stock Incentive Plan. This unrecognized compensation expense does not consider potential forfeitures, and is expected to be recognized over a weighted average period of 1.8 years. The total vest date fair value of shares that vested in fiscal 2018 , 2017 and 2016 was $21.9 million , $14.5 million and $14.4 million .

Performance Share Units

Our Compensation Committee grants PSUs to certain employees and these awards are subject to any stock dividends, stock splits, and other similar rights inuring to common stock, but unlike our RSUs are not entitled to dividend reinvestment. Vesting of the grants is contingent upon achievement of performance targets and corresponding service requirements.

The fair value of the PSUs is equal to the average of the high and low prices of our common stock on the date of grant, multiplied by the number of units granted. For PSUs with a market condition such as total shareholder return, the Monte-Carlo simulation

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method is used to determine fair value. The Monte-Carlo simulation is a generally accepted statistical technique used to generate a defined number of stock price paths in order to develop a reasonable estimate of the range of our and our group of peer companies’ future expected stock prices.

The following table sets forth the weighted average fair value per share for PSUs and the related valuation assumptions used in the determination of those fair values. PSUs granted in fiscal 2018 , 2017 and 2016 are based on company-specific performance targets, with a total shareholder return collar.



	Year Ended September 30
	2018	2017	2016
Weighted average fair value per share	$87.42	$55.95	$50.51

Valuation assumptions:
Risk-free interest rate	1.9%	1.2%	1.1%
Expected dividend yield	0.0%	0.0%	0.0%
Expected volatility	21.9%	22.6%	22.3%

The basis for the assumptions listed above is similar to the valuation assumptions used for stock options, as discussed previously.

The following table summarizes transactions for our nonvested PSUs in fiscal 2018 :



	Number of Share Units (in thousands)	Weighted Average Grant Date Fair Value
Nonvested PSUs as of October 1, 2017	345	$	53.40
Granted	213	87.42
Vested	(174)	75.77
Forfeited	(93)	69.39
Nonvested PSUs as of September 30, 2018	291	$	69.36

As of September 30, 2018 , there was $11.7 million of unrecognized compensation expense related to PSUs granted under the Stock Incentive Plan based on the expected achievement of certain performance targets or market conditions. This unrecognized compensation expense as of September 30, 2018 does not reflect a reduction for our estimate of potential forfeitures and is expected to be recognized by the end of fiscal 2021. The total fair value of shares that vested in fiscal 2018 , 2017 and 2016 was $16.4 million , $14.2 million and $10.2 million .

Note 11. Segment Reporting

We disclose segment information that is consistent with the way in which management operates and views the business. Our operating structure contains the following reporting segments:


•	Patient Support Systems – globally provides our med-surg and specialty bed systems and surfaces, safe patient handling equipment and mobility solutions, as well as our clinical workflow solutions that deliver software and information technologies to improve care and deliver actionable insight to caregivers and patients.


•	Front Line Care – globally provides patient monitoring and diagnostic technologies, including a diversified portfolio of physical assessment tools that help diagnose, treat and manage a wide variety of illnesses and diseases, as well as a portfolio of vision care and respiratory care devices.


•	Surgical Solutions – globally provides products that improve surgical safety and efficiency in the operating room including tables, lights, pendants, positioning devices, and various other surgical instruments and accessories.

Our performance within each reportable segment continues to be measured on a divisional income basis before non-allocated operating and administrative costs, litigation, special charges, acquisition and integration costs, acquisition-related intangible asset amortization, and other unusual events. Divisional income generally represents the division’s gross profit less its direct operating

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costs along with an allocation of manufacturing and distribution costs, research and development and certain corporate functional expenses.

Non-allocated operating costs, administrative costs, and other includes functional expenses that support the entire organization such as administration, finance, legal and human resources, expenses associated with strategic developments, acquisition-related intangible asset amortization, and other events that are not indicative of operating trends. We exclude such amounts from divisional income to allow management to evaluate and understand divisional operating trends.

The following summarizes financial results by reportable segment:



	Year Ended September 30
	2018			2017			2016
Net revenue:
Patient Support Systems	$	1,429.5		$	1,423.9		$	1,437.2
Front Line Care	960.2			885.3			809.7
Surgical Solutions	458.3			434.5			408.3
Total net revenue	$	2,848.0		$	2,743.7		$	2,655.2

Depreciation and amortization of property, plant, equipment and intangibles:
Patient Support Systems	$	37.4		$	47.0		$	51.7
Front Line Care	110.7			107.4			98.7
Surgical Solutions	20.8			22.1			22.3
Corporate	27.6			27.1			27.1
Total depreciation and amortization of property, plant, equipment and intangibles	$	196.5		$	203.6		$	199.8

Divisional income:
Patient Support Systems	$	281.3		$	249.6		$	245.2
Front Line Care	253.0			231.8			202.1
Surgical Solutions	53.1			42.5			46.2

Other operating costs:
Non-allocated operating costs, administrative costs, and other	220.3			213.1			223.3
Special charges	77.6			37.4			39.9
Operating profit	289.5			273.4			230.3

Interest expense	(95.0		)	(88.9		)	(90.4		)
Loss on extinguishment of debt	—			—			(10.8		)
Investment income and other, net	2.7			(1.5		)	9.2
Income before income taxes	$	197.2		$	183.0		$	138.3

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Geographic Information

Geographic data for net revenue and long-lived assets were as follows:



	Year Ended September 30
	2018		2017		2016
Net revenue to unaffiliated customers: (a)
United States	$	1,956.4	$	1,887.6	$	1,829.4
Foreign	891.6		856.1		825.8
Total net revenue	$	2,848.0	$	2,743.7	$	2,655.2
Long-lived assets:
United States	$	239.5	$	243.9	$	234.2
Foreign	88.8		111.5		115.8
Total long-lived assets	$	328.3	$	355.4	$	350.0


(a)	Net revenue is attributed to geographic areas based on the location of the customer.

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Note 12. Quarterly Financial Information (Unaudited)

The following table presents selected consolidated financial data by quarter for fiscal 2018 and 2017.



2018 Quarter Ended	December 31, 2017		March 31, 2018		June 30, 2018		September 30, 2018

Net Revenue	$	669.7	$	710.5	$	708.6	$	759.2
Gross Profit	319.6		350.4		348.0		376.2
Net Income Attributable to Common Shareholders	88.3		28.5		45.2		90.4
Net Income Attributable to Common Shareholders per Common Share - Basic	1.34		0.43		0.68		1.36
Net Income Attributable to Common Shareholders per Common Share - Diluted	1.31		0.42		0.67		1.33

2017 Quarter Ended	December 31, 2016		March 31, 2017		June 30, 2017		September 30, 2017

Net Revenue	$	637.4	$	678.9	$	689.1	$	783.3
Gross Profit	302.6		324.4		331.1		362.5
Net Income Attributable to Common Shareholders	23.8		34.4		6.0		69.4
Net Income Attributable to Common Shareholders per Common Share - Basic	0.36		0.52		0.09		1.06
Net Income Attributable to Common Shareholders per Common Share - Diluted	0.36		0.51		0.09		1.03

Note 13. Commitments and Contingencies

Lease Commitments

Rental expense in fiscal 2018 , 2017 and 2016 was $33.2 million , $30.5 million and $31.7 million . The table below indicates the minimum annual rental commitments (excluding renewable periods) aggregating $129.6 million , for manufacturing facilities, warehouse distribution centers, service centers and sales offices, under non-cancelable operating leases.



	Amount
2019	$	31.0
2020	22.9
2021	18.6
2022	14.9
2023	14.2
2024 and beyond	28.0

Self Insurance

We are involved in various claims, including product and general liability, workers’ compensation, auto liability and employment related matters. Such claims in the United States have deductibles and self-insured retentions at various limits up to $1.0 million per occurrence or per claim, depending upon the type of coverage and policy period. International deductibles and self-insured retentions are lower. We are also generally self-insured up to certain stop-loss limits for certain employee health benefits, including medical, drug and dental. Our policy is to estimate reserves based upon a number of factors including known claims, estimated incurred but not reported claims and outside actuarial analysis, which are based on historical information along with certain assumptions about future events. Such estimated reserves are classified as Other current liabilities and Other long-term liabilities within the Consolidated Balance Sheets.

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Legal Proceedings

General

We are subject to various other claims and contingencies arising out of the normal course of business, including those relating to governmental investigations and proceedings, commercial transactions, product liability, employee related matters, antitrust, safety, health, taxes, environmental and other matters. Litigation is subject to many uncertainties and the outcome of individual litigated matters is not predictable with assurance. It is possible that some litigation matters for which reserves have not been established could be decided unfavorably to us, and that any such unfavorable decisions could have a material adverse effect on our financial condition, results of operations and cash flows.

Universal Hospital Services, Inc. - Dismissal of Litigation

On March 7, 2018, we entered into a Settlement Agreement with UHS which, among other things, provided for the conveyance of certain net assets relating to our third-party rental business (Note 2). On May 15, 2018, the Company and UHS entered into a motion for dismissal with prejudice whereby UHS agreed to drop its lawsuit against the Company as part of the Settlement Agreement. On June 1, 2018, the U.S. District Court - Western District of Texas dismissed the case with prejudice.


Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.


Item 9A.	CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the supervision and participation of our President and Chief Executive Officer and our Senior Vice President and Chief Financial Officer (the “Certifying Officers”), has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2018 . Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated to management, including our Certifying Officers and our Board, as appropriate to allow timely decisions regarding required disclosure.

Based upon that evaluation, the Certifying Officers concluded that our disclosure controls and procedures were effective as of September 30, 2018 .

Management’s Report on Internal Control Over Financial Reporting

The report of management’s assessment of the effectiveness of our internal control over financial reporting as of September 30, 2018 and the related report of our independent registered public accounting firm, are included in Item 8 of this Form 10-K.

Changes in Internal Control Over Financial Reporting

There have been no changes to our internal controls over financial reporting for the quarter ended September 30, 2018 . Management’s report on our internal control over financial reporting is included in Item 8 of this Form 10-K.


Item 9B.	OTHER INFORMATION

Amended and Restated Employment Agreements and Amended and Restated Change in Control Agreements

On November 16, 2018, the Company entered into (i) amended and restated employment agreements with each of Mr. John P. Groetelaars, President and Chief Executive Officer, Mr. Carlos Alonso Marum, Senior Vice President, President International, Ms. Deborah Rasin, Senior Vice President, Chief Legal Officer and Secretary, and Mr. Steven J. Strobel, Senior Vice President, Chief Financial Officer (collectively the “Amended and Restated Employment Agreements”); and (ii) amended and restated change in control agreements (the “Amended and Restated Change in Control Agreements”) with each of Messrs. Groetelaars, Alonso Marum and Strobel, and Ms. Rasin.

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The Amended and Restated Employment Agreements provide as follows:

•

one-year term of employment, which shall be extended automatically, on the same terms and conditions, for successive one-year periods, unless either party gives written notice to the other of its intention not to renew such employment agreement at least 180 days’ prior to the end of the relevant term; provided, however, that the executive’s employment may be terminated earlier pursuant to the terms of the employment agreement;


•	non-competition/non-solicitation period is twelve (12) months for all executives, except for Mr. Groetelaars who has a non-competition/non-solicitation period of eighteen (18) months;

•

participation in and receipt of benefits and perquisites, including retirement and health and welfare benefits (such as participation in the supplemental executive retirement plan (the “SERP”), supplemental long-term disability insurance coverage, a Company-paid Executive physical examination, and reimbursement for a portion of tax preparation and estate and financial planning services) as are available to other senior executives of the Company, subject to the terms of the applicable plan documents and generally applicable Company policies;

•

if the executive is terminated by the Company other than for “cause,” including a termination by the executive for “good reason” (each as defined in the employment agreement), the Company will be required to pay severance to the executive in an amount equal to (i) one times (two (2) times for Mr. Groetelaars) the sum of the executive’s annual base salary plus the executive’s target bonus for the year in which the executive’s employment is terminated, with payments continuing over the twelve (12) months (twenty-four (24) months for Mr. Groetelaars) after the time of such termination, plus (ii) all other deferred compensation, payments, accrued benefits of employment or fringe benefits to which the executive may be entitled pursuant to the express terms of compensation plan arrangements, applicable benefit plans, programs or grants or under the terms of the executive’s employment agreement (collectively, “Accrued Benefits”);


•	each executive will receive a pro-rated portion of the bonus for the fiscal year in which the executive’s employment terminates without cause or for good reason, based on the performance level and the number of days executive was employed during such fiscal year;


•	health and similar welfare benefits will continue for twelve (12) months or until the executive is eligible to be covered by comparable benefits of a subsequent employer, whichever is earlier, and the executive will be immediately vested in the SERP;


•	in the case of death or disability, the Company would not be required to make any additional payments other than (i) all Accrued Benefits to which the executive or his/her estate is entitled in accordance with any applicable plans, and (ii) the executive would be immediately vested in the SERP;

•

if the executive retires, the Company will be required to pay his/her retirement benefits and all other applicable benefits pursuant to terms of such plans; the Company’s obligation to pay the executive’s base salary, annual bonus, and long-term incentives shall cease except to the extent incentives are vested and in accordance with such plans; any outstanding restricted stock units, stock options and performance share units fully vest if the executive retires after having reached age fifty-five (55) and completed five (5) years of employment (ten (10) years of employment for executives hired on or after August 1, 2016), so long as the grant was made more than one year prior to retirement; grants made within one year of retirement will vest on a pro-rated basis;

•

Mr. Groetelaars has a base salary of $1,020,000 per year; a cash incentive compensation opportunity under the Company’s short-term incentive compensation program, with a target bonus of 100% of base salary (payouts under this program range from 0% to 200% of base salary with the incentive compensation opportunity based on established financial and non-financial criteria); and is eligible to participate in the Company’s stock-based long-term incentive compensation program providing for annual grants of restricted stock units, stock options and performance share units as described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on January 19, 2018, with the total combined target grant date award value for Mr. Groetelaars’ position currently being 400% of his base salary;

•

Mr. Strobel has a base salary of $535,000 per year; a cash incentive compensation opportunity under the Company’s short-term incentive compensation program, with a target bonus of 75% of base salary (payouts under this program range from 0% to 200% of base salary with the incentive compensation opportunity based on established financial and non-financial criteria); and is eligible to participate in the Company’s stock-based long-term incentive compensation program providing for annual grants of restricted stock units, stock options and performance share units as described in the

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Company’s Proxy Statement filed with the Securities and Exchange Commission on January 19, 2018, with the total combined target grant date award value for Mr. Strobel’s position currently being 250% of his base salary;

•

Mr. Alonso Marum has a base salary of $488,000 per year; a cash incentive compensation opportunity under the Company’s short-term incentive compensation program, with a target bonus of 70% of base salary (payouts under this program range from 0% to 200% of base salary with the incentive compensation opportunity based on established financial and non-financial criteria); and is eligible to participate in the Company’s stock-based long-term incentive compensation program providing for annual grants of restricted stock units, stock options and performance share units as described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on January 19, 2018, with the total combined target grant date award value for Mr. Alonso Marum’s position currently being 175% of his base salary; and

•

Ms. Rasin has a base salary of $492,000 per year; a cash incentive compensation opportunity under the Company’s short-term incentive compensation program, with a target bonus of 60% of base salary (payouts under this program range from 0% to 200% of base salary with the incentive compensation opportunity based on established financial and non-financial criteria); and is eligible to participate in the Company’s stock-based long-term incentive compensation program providing for annual grants of restricted stock units, stock options and performance share units as described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on January 19, 2018, with the total combined target grant date award value for Ms. Rasin’s position currently being 175% of her base salary.

The Amended and Restated Change in Control Agreements provide as follows:

•

payment of specified benefits upon termination of executive’s employment without “cause” or for “good reason” (each as defined in the change in control agreement) in anticipation of or within two (2) years (three (3) years for Mr. Groetelaars) after a Change in Control (as defined in the change in control agreement and described below); the benefits to be provided by the Company upon a Change in Control and such a termination are:


◦	a lump sum payment in cash equal to two (2) times (three (3) times for Mr. Groetelaars) the sum of the executive’s annual base salary plus the executive’s target bonus;

a lump sum payment in cash equal to the pro-rated portion of the bonus for the fiscal year in which the executive’s employment terminates without cause or for good reason, based on the performance level and the number of days executive was employed during such fiscal year;


◦	continued health and medical insurance for the executive and his/her dependents for twenty-four (24) months (thirty-six (36) months for Mr. Groetelaars), with the right to purchase continued medical insurance (at COBRA rates) from the end of this period until the executive reaches retirement age;


◦	for a period of two (2) years (three (3) years for Mr. Groetelaars) following such termination, continuation of the group term life insurance program provided for the executive immediately prior to the Change in Control; and


◦	a cash payment for certain perquisites, such as accrued and unpaid vacation;


•	in addition, in the event the executive’s employment is terminated within two (2) years (three (3) years for Mr. Groetelaars) after a Change in Control, all outstanding stock options, restricted stock units and performance share units will become fully vested, with the performance share units deemed earned based on achievement of the financial performance measures at target (100%);


•	the change in control agreement does not provide for any excise tax “gross-up” payments; and

•

a “Change in Control” is defined generally as (1) the acquisition of beneficial ownership of 35% or more of the voting power of all the Company voting securities by a person or group; (2) the consummation of certain mergers or consolidations; (3) the failure of a majority of the members of the Board to consist of Current Directors (defined as any director on the date of the change in control agreement and any director whose election was approved by a majority of the then-Current Directors); (4) the consummation of a sale of substantially all of the assets of the Company; or (5) the date of approval by the shareholders of the Company of a plan of complete liquidation of the Company.

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The descriptions of the Amended and Restated Employment Agreements and the Amended and Restated Change in Control Agreements do not purport to be complete and are subject to, and qualified in their entirety by, the complete text of (i) the Amended and Restated Employment Agreements, copies of which are attached to this Form 10-K as Exhibits 10.43, 10.44, 10.45, 10.46, which exhibits are incorporated herein by reference, (ii) the Amended and Restated Change in Control Agreement with Mr. Groetelaars, a copy of which is attached to this Form 10-K as Exhibit 10.47, which exhibit is incorporated herein by reference, and (iii) the form of Amended and Restated Change in Control Agreement with each other executive, a copy of which is attached to this Form 10-K as Exhibit 10.48, which exhibit is incorporated herein by reference.

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PART III


Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item is incorporated herein by reference to our Proxy Statement to be filed with the SEC in January 2019 relating to our 2019 Annual Meeting of Shareholders (the “ 2019 Proxy Statement”), under the headings “Election of Directors”, “Section 16(a) Beneficial Ownership Reporting Compliance”, and “Corporate Governance.” Information relating to our executive officers is included in this Form 10-K in Part I, Item 1 under the caption “Executive Officers.”


Item 11.	EXECUTIVE COMPENSATION

The information required by this Item is incorporated herein by reference to the 2019 Proxy Statement, under the heading “Executive Compensation.”


Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item is incorporated herein by reference to the 2019 Proxy Statement, under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information.”


Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated herein by reference to the 2019 Proxy Statement, where such information is included under the heading “Corporate Governance.”


Item 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this Item is incorporated herein by reference to the 2019 Proxy Statement, where such information is included under the heading “Proposals Requiring Your Vote - Ratification of Appointment of Independent Registered Public Accounting Firm.”

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PART IV


Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


(a)	The following documents have been filed as a part of this Form 10-K or, where noted, incorporated by reference:


(1)	Financial Statements

The financial statements of the Company and its consolidated subsidiaries are listed under Part II, Item 8 on the Index to the Consolidated Financial Statements.


(2)	Financial Statement Schedules

The financial statement schedule filed in response to Part II, Item 8 and Part IV, Item 15(c) of Form 10-K is listed under Part II, Item 8 on the Index to Consolidated Financial Statements.


(3)	Exhibits (See changes to Exhibit Index below):

“The Exhibit Index, which follows the signature page to this Form 10-K and is hereby incorporated herein by reference, sets forth a list of those exhibits filed herewith, and includes and identifies management contracts or compensatory plans or arrangements required to be filed as exhibits to this Form 10-K by Item 601 (b)(10)(iii) of Regulation S-K.”

The agreements included as exhibits to this Form 10-K are intended to provide information regarding their terms and not to provide any other factual or disclosure information about us or the other parties to the agreements. The agreements may contain representations and warranties by the parties to the agreements, including us, solely for the benefit of the other parties to the applicable agreement. Such representation and warranties:


•	should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;


•	may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;


•	may apply standards of materiality in a way that is different from what may be viewed as material to certain investors; and


•	were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.

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SCHEDULE II

HILL-ROM HOLDINGS, INC. AND SUBSIDIARIES

Valuation and Qualifying Accounts

Fiscal 2018 , 2017 and 2016

(In millions)



			ADDITIONS
DESCRIPTION	BALANCE AT BEGINNING OF PERIOD		CHARGED TO COSTS AND EXPENSES			CHARGED TO OTHER ACCOUNTS			DEDUCTIONS NET OF RECOVERIES				BALANCE AT END OF PERIOD
Reserves deducted from assets to which they apply:
Allowance for possible losses and sales returns - accounts receivable:
Fiscal Year Ended:
September 30, 2018	$	25.1	$	2.5		$	0.2	(a)	$	(6.0	)	(b)	$	21.8
September 30, 2017	26.8		4.3			2.0		(a)	(8.0		)	(b)	25.1
September 30, 2016	26.0		2.1			2.2		(a)	(3.5		)	(b)	26.8

Valuation allowance against deferred tax assets:
Fiscal Year Ended:
September 30, 2018	$	58.2	$	23.1		$	—	(c)	$	(1.1	)	(d)	$	80.2
September 30, 2017	26.9		30.8			—		(c)	0.5			(d)	58.2
September 30, 2016	40.7		(14.9		)	—			1.1			(d)	26.9


(a)	Reduction of gross revenue for uncollectible health care rental reimbursements, cash discounts and other adjustments in determining net revenue. Also includes the effect of acquired businesses, if any.


(b)	Generally reflects the write-off of specific receivables against recorded reserves.


(c)	Generally reflects the effect of acquired businesses, if any.


(d)	Primarily reflects write-offs of deferred tax assets against the valuation allowance.

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HILL-ROM HOLDINGS, INC.

INDEX TO EXHIBITS

Management contracts and compensatory plans or arrangements are designated with “*”.



2.1	Agreement and Plan of Merger dated June 16, 2015 by and among Hill-Rom Holdings, Inc., Empire Merger Sub Corp., and Welch Allyn Holdings, Inc. (Incorporated herein by reference to Exhibit 2.1 filed with the Company’s Form 8-K dated June 17, 2015)

3.1	Restated and Amended Articles of Incorporation of Hill-Rom Holdings, Inc., as currently in effect (Incorporated herein by reference to Exhibit 3.1 filed with the Company’s Form 8-K dated March 10, 2010)

3.2	Amended and Restated Code of By-Laws of Hill-Rom Holdings, Inc., as currently in effect (Incorporated herein by reference to Exhibit 3.2 filed with the Company’s Form 8-K dated March 10, 2010)

4.1	Indenture dated as of December 1, 1991, between Hill-Rom Holdings, Inc. and Union Bank, N.A. (as successor to LaSalle Bank National Association and Harris Trust and Savings Bank) as Trustee (Incorporated herein by reference to Exhibit (4) (a) to Registration Statement on Form S-3, Registration No. 33-44086)

4.2	Indenture dated as of September 1, 2015, between Hill-Rom Holdings, Inc. and MUFG Union Bank, N.A., as Trustee (Incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K dated September 1, 2015)

4.3	First Supplemental Indenture dated September 8, 2015, among Hill-Rom Holdings, Inc., the guarantors party thereto, and MUFG Union Bank, N.A., as Trustee (Incorporated herein by reference to Exhibit 4.3 to the Company’s Form 10-K dated November 17, 2016)

4.4	Second Supplemental Indenture dated as of September 29, 2016, among Hill-Rom Holdings, Inc., the guarantors party thereto, and MUFG Union Bank, N.A., as Trustee (Incorporated herein by reference to Exhibit 4.4 to the Company’s Form 10-K dated November 17, 2016)

4.5	Indenture dated as of February 14, 2017, between Hill-Rom Holdings, Inc., the guarantors party thereto, and MUFG Union Bank, N.A., as Trustee (Incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K dated February 14, 2017)

4.6	Third Supplemental Indenture dated May 12, 2017, among Hill-Rom Holdings, Inc., the guarantors party thereto, and MUFG Union Bank, N.A., as Trustee (Incorporated herein by reference to Exhibit 4.5 to the Company’s Form 10-K dated November 17, 2017)

4.7	First Supplemental Indenture dated May 12, 2017, among Hill-Rom Holdings, Inc., the guarantors party thereto, and MUFG Union Bank, N.A., as Trustee (Incorporated herein by reference to Exhibit 4.7 to the Company’s Form 10-K dated November 17, 2017)

*10.1	Hill-Rom Holdings, Inc. Board of Directors’ Deferred Compensation Plan (Incorporated herein by reference to Exhibit 10.10 filed with the Company’s Form 10-Q dated July 13, 2001)

*10.2	Hill-Rom Holdings, Inc. Director Phantom Stock Plan and form of award (Incorporated herein by reference to Exhibit 10.11 filed with the Company’s Form 10-Q dated July 13, 2001)

*10.3	Form of Director Indemnity Agreement (Incorporated herein by reference to Exhibit 10.6 filed with the Company’s Form 10-K dated December 23, 2003)

*10.4	Form of Indemnity Agreement between Hill-Rom Holdings, Inc. and certain executive officers (Incorporated herein by reference to Exhibit 10.9 filed with the Company’s Form 10-K dated December 23, 2003)

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*10.5	Hill-Rom Holdings, Inc. Amended and Restated Short Term Incentive Compensation Program (Incorporated herein by reference to Exhibit 10.1 filed with the Company’s Form 10-K dated November 24, 2009)

*10.6	Amended and Restated Hill-Rom Holdings, Inc. Stock Incentive Plan, as currently in effect (Incorporated herein by reference to Exhibit 10.30 filed with the Company’s Form 10-K dated November 24, 2009)

*10.7	Employment Agreement dated January 6, 2010 between Hill-Rom Holdings, Inc. and John J. Greisch (Incorporated herein by reference to Exhibit 10.1 filed with the Company’s Form 8-K dated January 7, 2010)

*10.8	Amended Change in Control Agreement between Hill-Rom Holdings, Inc. and John J. Greisch dated September 30, 2010 (Incorporated herein by reference to Exhibit 10.59 filed with the Company’s Form 10-K dated November 17, 2010)

*10.9	Hill-Rom Holdings, Inc. Short-Term Incentive Plan (Incorporated herein by reference to Appendix 1 to the Hill-Rom Holdings, Inc. Definitive Proxy Statement on Schedule 14A dated January 18, 2011)

*10.10	Employment Agreement between Hill-Rom Holdings, Inc. and Alton Shader, dated July 11, 2011 (Incorporated herein by reference to Exhibit 10.2 filed with the Company’s Form 10-Q dated July 28, 2011)

*10.11	Hill-Rom Holdings, Inc. Amended and Restated Supplemental Executive Retirement Plan (Incorporated herein by reference to Exhibit 10.69 filed with the Company’s Form 10-K dated November 16, 2011)

*10.12	Form of Indemnity Agreement between Hill-Rom Holdings, Inc. and certain executive officers (Incorporated herein by reference to Exhibit 10.6 filed with the Company’s Form 10-K dated November 16, 2011)

*10.13	Form of Limited Recapture Agreement between Hill-Rom Holdings, Inc. and certain of its officers, including Named Executive Officers (Incorporated herein by reference to Exhibit 10.34 filed with the Company’s Form 10-K dated November 20, 2013)

*10.14	FY 2016 Non-Employee Director Compensation Policy (Incorporated herein by reference to Exhibit 10.31 filed with the Company’s Form 10-K dated November 19, 2015)

*10.15	Letter Agreement between Hill-Rom Holdings, Inc. and Jason Richardson (Incorporated herein by reference to Exhibit 10.1 filed with the Company’s Form 8-K dated March 16, 2016)

10.16	First Amendment to the Credit Agreement dated as of June 30, 2016, among the Company, as borrower, the guarantors party hereto, the consenting lenders, Goldman Sachs Bank USA, as term loan B administrative agent and JPMorgan Chase Bank, N.A., as term loan A/revolver administrative agent (Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K dated July 7, 2016)

10.17	Amended and Restated Credit Agreement dated as of September 21, 2016 among the Company, as borrower, the lenders from time to time party hereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, Sumitomo Mitsui Banking Corporation, Wells Fargo Bank, N.A., Fifth Third Bank, The Bank of Nova Scotia, as co-syndication agents and Goldman Sachs Bank USA, TD Bank, N.A., DNB Bank ASA, New York Branch, Capital One, National Association as co-documentation agents (Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K dated September 22, 2016)

10.18	Second Amendment to the Credit Agreement dated as of February 14, 2017, among the Company, as borrower, the guarantors party hereto, the consenting lenders and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent

10.19	Loan and Security Agreement dated May 5, 2017, among Hill-Rom Finance Company LLC, as Borrower, the persons from time to time party hereto, as lenders and as Group Agents, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent, and Hill-Rom Company, Inc., as initial Servicer (Incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K dated May 5, 2017)

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10.20	Purchase and Sale Agreement dated May 5, 2017, among Hill-Rom Company, Inc., as an originator and as servicer, other originators from time to time party hereto, as originators, and Hill-Rom Finance Company LLC, as Buyer (Incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K dated May 5, 2017)

10.21	Performance Guaranty dated May 5, 2017, between Hill-Rom Holdings, Inc., the Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent, for and on behalf of the Credit Parties and other Secured Parties from time to time under the Loan and Security Agreement, dated as of the date hereof, among Hill-Rom Finance Company LLC, Hill-Rom Company, Inc., as initial servicer, the Administrative Agent and BTMU (Incorporated herein by reference to Exhibit 10.3 to the Company’s Form 8-K dated May 5, 2017)

*10.22	Hill-Rom Holdings, Inc. Employee Stock Purchase Plan, as amended and restated as of July 1, 2017

*10.23	Employment Agreement between HR Europe B.V. and Francisco Canal Vega (Incorporated herein by reference to Exhibit 10.1 to the Company's Form 10-Q dated July 28, 2017)

*10.24	Form of Non-Qualified Stock Option Agreement for employees hired prior to August 1, 2016, under the Amended and Restated Hill-Rom Holdings, Inc.’s Stock Incentive Plan (Incorporated herein by reference to Exhibit 10.30 to the Company’s Form 10-K dated November 17, 2017)

*10.25	Form of Non-Qualified Stock Option Agreement for employees hired on and after August 1, 2016, under the Amended and Restated Hill-Rom Holdings, Inc.’s Stock Incentive Plan (Incorporated herein by reference to Exhibit 10.31 to the Company’s Form 10-K dated November 17, 2017)

*10.26	Form of Non-Qualified Stock Option Agreement (CEO version), under the Amended and Restated Hill-Rom Holdings, Inc.’s Stock Incentive Plan (Incorporated herein by reference to Exhibit 10.32 to the Company’s Form 10-K dated November 17, 2017)

*10.27	Form of Restricted Stock Unit Award Agreement for employees hired prior to August 1, 2016, under the Amended and Restated Hill-Rom Holdings, Inc.’s Stock Incentive Plan (Incorporated herein by reference to Exhibit 10.33 to the Company’s Form 10-K dated November 17, 2017)

*10.28	Form of Restricted Stock Unit Award Agreement for employees hired on and after August 1, 2016, under the Amended and Restated Hill-Rom Holdings, Inc.’s Stock Incentive Plan (Incorporated herein by reference to Exhibit 10.34 to the Company’s Form 10-K dated November 17, 2017)

*10.29	Form of Restricted Stock Unit Award Agreement (CEO version), under the Amended and Restated Hill-Rom Holdings, Inc.’s Stock Incentive Plan (Incorporated herein by reference to Exhibit 10.35 to the Company’s Form 10-K dated November 17, 2017)

*10.30	Form of Performance-Based Restricted Stock Unit Award Agreement for employees hired prior to August 1, 2016, under the Amended and Restated Hill-Rom Holdings, Inc.’s Stock Incentive Plan (Incorporated herein by reference to Exhibit 10.36 to the Company’s Form 10-K dated November 17, 2017)

*10.31	Form of Performance-Based Restricted Stock Unit Award Agreement for employees hired on and after August 1, 2016, under the Amended and Restated Hill-Rom Holdings, Inc.’s Stock Incentive Plan (Incorporated herein by reference to Exhibit 10.37 to the Company’s Form 10-K dated November 17, 2017)

*10.32	Form of Performance-Based Restricted Stock Unit Award Agreement (CEO version), under the Amended and Restated Hill-Rom Holdings, Inc.’s Stock Incentive Plan (Incorporated herein by reference to Exhibit 10.30 to the Company’s Form 10-K dated November 17, 2017)

*10.33	First Amendment to Employment Agreement between Alton Shader and Hill-Rom Holdings, Inc. dated April 24, 2018 (Incorporated herein by reference to Exhibit 10.7 filed with the Company's Form 10-Q dated April 27, 2018)

Table of Contents



*10.34	First Amendment to Employment Agreement between Francisco Canal Vega and Hill-Rom Holdings, Inc. dated April 23, 2018 (Incorporated herein by reference to Exhibit 10.9 to the Company's Form 10-Q dated April 27, 2018)

10.35	Amendment No. 1 to Loan and Security Agreement, dated as of May 4, 2018, among Hill-Rom Company, Inc., as initial servicer, Hill-Rom Finance Company LLC, as borrower, and MUFG Bank, Ltd., (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), as Group Agent, as Committed Lender and as Administrative Agent (Incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K dated May 4, 2018)

10.36	Amendment No. 1 to Purchase and Sale Agreement, dated as of May 4, 2018, among Hill-Rom Company, Inc., as initial servicer, each of the Originators party to the Purchase and Sale Agreement, as originators, and Hill-Rom Finance Company LLC, as buyer (Incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K dated May 4, 2018)

10.37	Master Framework Agreement, dated as of May 4, 2018, by and among MUFG Bank, Ltd., as buyer, Hill-Rom Company, Inc., Hill-Rom Manufacturing, Inc., and each additional seller from time to time party thereto, as sellers, and Hill-Rom Company, as agent for the sellers (Incorporated herein by reference to Exhibit 10.3 to the Company’s Form 8-K dated May 4, 2018)

10.38	1996 SIFMA Master Repurchase Agreement, including Annex I thereto, (as amended thereby), dated as of May 4, 2018, between Hill-Rom Company, Inc. and MUFG Bank, Ltd (Incorporated herein by reference to Exhibit 10.4 to the Company’s Form 8-K dated May 4, 2018)

10.39	1996 SIFMA Master Repurchase Agreement, including Annex I thereto, (as amended thereby), dated as of May 4, 2018, between Hill-Rom Manufacturing, Inc. and MUFG Bank, Ltd (Incorporated herein by reference to Exhibit 10.5 to the Company’s Form 8-K dated May 4, 2018)

10.40	Guaranty, dated as of May 4, 2018, between Hill-Rom Holdings, Inc., and MUFG Bank, Ltd., as buyer under the Master Framework Agreement (Incorporated herein by reference to Exhibit 10.6 to the Company’s Form 8-K dated May 4, 2018)

*10.41	Letter Agreement executed March 21, 2018 between Hill-Rom Holdings, Inc. and Richard M. Wagner (Incorporated herein by reference to Exhibit 10.1 filed with the Company's Form 8-K dated May 10, 2018)

*10.42	Addendum III to Employment Agreement between HR Europe B.V. and Francisco Canal Vega dated November 15, 2018

*10.43	Amended and Restated Employment Agreement between Hill-Rom Holdings, Inc. and John P. Groetelaars dated November 16, 2018

*10.44	Amended and Restated Employment Agreement between Hill-Rom Holdings, Inc. and Deborah Rasin dated November 16, 2018

*10.45	Amended and Restated Employment Agreement between Hill-Rom Holdings, Inc. and Carlos Alonso Marum dated November 16, 2018

*10.46	Amended and Restated Employment Agreement between Hill-Rom Holdings, Inc. and Steven Strobel dated November 16, 2018

*10.47	Amended and Restated Change in Control Agreement between Hill-Rom Holdings, Inc. and John P. Groetelaars dated November 16, 2018

*10.48	Form of Amended and Restated Change in Control Agreement dated November 16, 2018, between Hill-Rom Holdings, Inc. and certain of its officers, including Messrs. Carlos Alonso Marum, Francisco Canal Vega, Andreas Frank, Paul Johnson, Kenneth Meyers, Steven J. Strobel, Richard Wagner, and Ms. Deborah Rasin

Table of Contents



*10.49	Amended and Restated Employment Agreement between Hill-Rom Holdings, Inc. and Andreas Frank dated November 16, 2018

*10.50	Amended and Restated Employment Agreement between Hill-Rom Holdings, Inc. and Paul Johnson dated November 16, 2018

*10.51	Amended and Restated Employment Agreement between Hill-Rom Holdings, Inc. and Kenneth Meyers dated November 16, 2018

21	Subsidiaries of the Registrant

23	Consent of Independent Registered Public Accounting Firm

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	XBRL Extension Labels Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	HILL-ROM HOLDINGS, INC.

	By:	/s/ John P. Groetelaars
		John P. Groetelaars
		President and Chief Executive Officer

Date: November 16, 2018

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.



/s/	William G. Dempsey	/s/	James R. Giertz
	William G. Dempsey		James R. Giertz
	Chair of the Board		Director

/s/	John P. Groetelaars	/s/	Charles E. Golden
	John P. Groetelaars		Charles E. Golden
	President and Chief Executive Officer and Director		Director
	(Principal Executive Officer)

/s/	Steven J. Strobel	/s/	William H. Kucheman
	Steven J. Strobel		William H. Kucheman
	Senior Vice President and Chief Financial Officer		Director
	(Principal Financial Officer)

/s/	Richard M. Wagner	/s/	Ronald A. Malone
	Richard M. Wagner		Ronald A. Malone
	Vice President — Controller and		Director
	Chief Accounting Officer
	(Principal Accounting Officer)

/s/	Gary L. Ellis	/s/	Nancy M. Schlichting
	Gary L. Ellis		Nancy M. Schlichting
	Director		Director

/s/	Mary Garrett	/s/	Stacy Enxing Seng
	Mary Garrett		Stacy Enxing Seng
	Director		Director

Date: November 16, 2018

EXHIBIT 10.18

Execution Version

SECOND AMENDMENT TO THE CREDIT AGREEMENT dated as of February 14, 2017 (this “ Amendment ”), among HILL-ROM HOLDINGS, INC., an Indiana corporation (the “ Borrower ”), the Guarantors party hereto, the Consenting Lenders (as defined below) and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent.

R E C I T A L S

A. The Borrower, the Lenders party thereto from time to time and the Administrative Agent are party to that certain Amended and Restated Credit Agreement dated as of September 21, 2016 (as further amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ Credit Agreement ”).

B. The Borrower intends to issue the 2017 Senior Notes (as defined in the Amended Credit Agreement) on the Second Amendment Effective Date and in connection therewith requests that the Required Lenders consent to this Amendment.

C. Pursuant to Section 9.02 of the Credit Agreement, the consent of the Borrower, the Administrative Agent and the Lenders who comprise at least the “Required Lenders” is required to effect this Amendment and the amendments and waiver set forth herein.

D. Subject to the terms and conditions set forth herein, each Person signing in the capacity of a “Term Lender” or a “Revolving Lender” delivering an executed signature page to this Amendment to the Administrative Agent, in each case, at or prior to 8:00 a.m., New York City time, on February 14, 2017 (each such Person, or its successor or assigns, as applicable, a “ Consenting Lender ”) has consented to this Amendment and agreed to the amendments set forth in Section 2 below, which shall become effective upon the Second Amendment Effective Date (as defined below).

E. JPMorgan Chase Bank, N.A. has agreed to act as lead arranger and bookrunner in arranging this Amendment (the “ Second Amendment Arranger ”), which the Borrower acknowledges hereby.

AGREEMENTS

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Administrative Agent and the Consenting Lenders hereby agree as follows:

Defined Terms . Capitalized terms used herein (including in the recitals hereto) and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Subject to Section 7 of this Amendment, the rules of construction specified in Section 1.03 of the Credit Agreement also apply to this Amendment mutatis mutandis .

Amendment of the Credit Agreement. . The Loan Parties, the Administrative Agent and the Lenders agree that, subject to the terms and conditions set forth herein, on the Second Amendment Effective Date:

(a) the Credit Agreement shall be amended to (i) delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and (ii) add the underlined text (indicated textually in the same manner as the following example: underlined text ) as set forth in the pages of the Credit Agreement attached hereto as Exhibit A (the “ Amended Credit Agreement ”);

(b) as used in the Amended Credit Agreement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, from and after the date hereof, mean or refer to the Amended Credit Agreement; and

(c) as used in any other Loan Document, all references to the “Credit Agreement” in such Loan Documents shall, unless the context otherwise requires, mean or refer to the Amended Credit Agreement.

Conditions to the Second Amendment Effective Date . The “Second Amendment Effective Date” shall be the date on which the following conditions shall have been satisfied:

(a) The Administrative Agent (or its counsel) shall have received from (i) the Loan Parties, (ii) the Consenting Lenders who comprise at least the Required Lenders and (iii) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment.

(b) Immediately before and immediately after the Second Amendment Effective Date, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties (x) of each Loan Party set forth in the Amended Credit Agreement and the other Loan Documents and (y) in Section 4 of this Amendment shall, in each case, be true and correct in all material respects (or in all respects if the applicable representation and warranty is qualified by Material Adverse Effect or any other materiality qualifier) on and as of the Second Amendment Effective Date.

(c) The Administrative Agent shall have received a certificate of an appropriate officer of the Borrower certifying that the conditions set forth in Section 3(b) of this Amendment have been satisfied.

(d) The Administrative Agent shall have received (to the extent requested by the Administrative Agent) a certificate of the Secretary or Assistant Secretary or similar officer of each of the Loan Parties dated the Second Amendment Effective Date in form and substance reasonably satisfactory to the Administrative Agent..

(e) The Administrative Agent and the Second Amendment Arranger shall have received on or prior to the Second Amendment Effective Date, in immediately available funds, payment or reimbursement (or the Borrower shall have made arrangements reasonably satisfactory to the Administrative Agent for such payment or reimbursement) of all costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment, including all reasonable invoiced fees and expenses of Cahill Gordon & Reindel LLP , as counsel to the Administrative Agent and the Second Amendment Arranger, to the extent invoiced at least two (2) Business Days prior to the Second Amendment Effective Date.

(f) The Borrower has issued the 2017 Senior Notes (as defined in the Amended Credit Agreement) in accordance with the terms of the 2017 Senior Notes Indenture (as defined in the Amended Credit Agreement).

Representations and Warranties . By its execution of this Amendment, each Loan Party hereby certifies as of the date hereof that:

(a) this Amendment and the other documents executed in connection herewith and therewith have been duly authorized by all necessary corporate or other organizational action, and (ii) do not (A) contravene the terms of any of such Loan Party’s Organization Documents; (B) conflict with or result in any breach or contravention of, or the creation of any Lien under, (x) any Contractual Obligation (including, without limitation, the Credit Agreement) to which any Loan Party is a party or (y) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which any Loan Party or its property is subject, except, in each case to the extent that such breach, contravention or creation of any such Lien could not reasonably be expected to have a Material Adverse Effect; or (C) violate any material Law;

(b) no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment or any other documents executed in connection herewith and therewith to which it is a party; except for such as have been made or obtained and are in full force and effect.

(c) This Amendment has been, and each other Loan Document to which each Loan Party is a party, when delivered hereunder, will have been, duly executed and delivered by such Loan Party. This Amendment constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (c) implied covenants of good faith and fair dealing.

(d) Each Loan Party (i) is a corporation or limited liability company duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (A) own its assets and carry on its business and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (iii) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (iv) is in compliance with all Laws; except in each case referred to in subsection (ii)(A), (iii) or (iv), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

(e) Immediately before and immediately after the Second Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

(f) The representations and warranties of each Loan Party set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Second Amendment Effective Date (it being understood that, to the extent that any such representation or warranty specifically refers to an earlier date, it shall be true and correct in all material respects as of such earlier date and any such representation or warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein)).

Acknowledgments . Each Loan Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby, (ii) its guarantee of the Obligations pursuant to the Guaranty Agreement and (iii) its grant of Liens on the Collateral to secure the Obligations pursuant to the Security Documents.

Amendment, Modification and Waiver . This Amendment may not be amended, modified or waived except pursuant to a writing signed by each of the parties hereto.

Entire Agreement . This Amendment, the Amended Credit Agreement and the other Loan Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof. Except as expressly set forth herein, this Amendment and the Amended Credit Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Credit Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. It is understood and agreed that each reference in each Loan Document to the “Credit Agreement”, whether direct or indirect, shall hereafter be deemed to be a reference to the Amended Credit Agreement, that this Amendment is a “Loan Document” for all purposes of the Credit Agreement (as amended hereby) and the other Loan Documents. This Amendment shall not constitute a novation of the Credit Agreement or any other Loan Document.

GOVERNING LAW . THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTIONS 9.09 AND 9.10 OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT AND SHALL APPLY HERETO.

Severability . Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Counterparts . This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, e-mailed.pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.

Headings . Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by their authorized signatories as of the date first written above.

HILL-ROM HOLDINGS, INC., as the Borrower

By: ____________________________

Name:

Title:

HILL-ROM, INC.

HILL-ROM SERVICES, INC.

HILL-ROM COMPANY, INC.

HILL-ROM MANUFACTURING, INC.

ASPEN SURGICAL PRODUCTS HOLDING, INC.

ASPEN SURGICAL PRODUCTS, INC.

ADVANCED RESPIRATORY, INC.

ALLEN MEDICAL SYSTEMS, INC.

TRUMPF MEDICAL SYSTEMS, INC.

HILL-ROM MANUFACTURING REAL ESTATE HOLDINGS LLC

HILL-ROM COMPANY REAL ESTATE HOLDINGS LLC

WELCH ALLYN, INC.

WELCH ALLYN REAL ESTATE HOLDINGS LLC

By: ____________________________

Name: Steven J. Strobel

Title: Senior Vice President and Chief Financial Officer

JPMORGAN CHASE BANK, N.A., as Administrative Agent

By: ____________________________

Name:

Title:

[ ], as a [Term Lender][Revolving Lender]

By: ____________________________

Name:

Title:

[If a second signature is necessary:

By: ____________________________

Name:

Title:]

Exhibit A

[see attached]

Execution Version

Exhibit A

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

September 21, 2016

among

HILL-ROM HOLDINGS, INC.

The Lenders Party Hereto

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and Collateral Agent

SUMITOMO MITSUI BANKING CORPORATION, WELLS FARGO BANK, N.A., FIFTH THIRD BANK, THE BANK OF NOVA SCOTIA,

as Co-Syndication Agents

and

GOLDMAN SACHS BANK USA, TD BANK, N.A., DNB BANK ASA, NEW YORK BRANCH, CAPITAL ONE, NATIONAL ASSOCIATION,
as Co-Documentation Agents
___________________

JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., PNC BANK,
NATIONAL ASSOCIATION, CITIZENS BANK, N.A.,
and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as Joint Bookrunners and Joint Lead Arrangers

TABLE OF CONTENTS

Page

ARTICLE I
Definitions


SECTION 1.01.	Defined Terms 1


SECTION 1.02.	Classification of Loans and Borrowings 51


SECTION 1.03.	Terms Generally 51


SECTION 1.04.	Accounting Terms; GAAP; Pro Forma Calculations 52


SECTION 1.05.	Status of Obligations 53


SECTION 1.06.	Leverage Ratios 53


SECTION 1.07.	Cashless Rollovers 53


SECTION 1.08.	[Reserved] 53


SECTION 1.09.	Limited Condition Acquisitions 54


SECTION 1.10.	Effect of Restatement 54

ARTICLE II
The Credits


SECTION 2.01.	Commitments 55


SECTION 2.02.	Loans and Borrowings 55


SECTION 2.03.	Requests for Borrowings 56


SECTION 2.04.	Determination of Dollar Amounts 57


SECTION 2.05.	Swingline Loans 57


SECTION 2.06.	Letters of Credit 58


SECTION 2.07.	Funding of Borrowings 63


SECTION 2.08.	Interest Elections 63


SECTION 2.09.	Termination and Reduction of Commitments 65


SECTION 2.10.	Repayment and Amortization of Loans; Evidence of Debt 65


SECTION 2.11.	Prepayment of Loans 66


SECTION 2.12.	Fees 70


SECTION 2.13.	Interest 71


SECTION 2.14.	Alternate Rate of Interest 71


SECTION 2.15.	Increased Costs 72


SECTION 2.16.	Break Funding Payments 73


SECTION 2.17.	Taxes 74


SECTION 2.18.	Payments Generally; Allocations of Proceeds; Pro Rata Treatment; Sharing of Set-offs 77


SECTION 2.19.	Mitigation Obligations; Replacement of Lenders 79


SECTION 2.20.	Incremental Facilities 80


SECTION 2.21.	Judgment Currency 83


SECTION 2.22.	Defaulting Lenders 83


SECTION 2.23.	Refinancing Amendments 85


SECTION 2.24.	Loan Repurchases 90


SECTION 2.25.	Extensions of Loans and Commitments 91

ARTICLE III
Representations and Warranties


SECTION 3.01.	Organization; Powers 93


SECTION 3.02.	Authorization; No Conflicts 93


SECTION 3.03.	Governmental Approvals 93


SECTION 3.04.	Enforceability 93


SECTION 3.05.	Financial Condition; No Material Adverse Change 94


SECTION 3.06.	Properties; Intellectual Property 94


SECTION 3.07.	Litigation 95


SECTION 3.08.	Compliance with Agreements; No Default 95


SECTION 3.09.	Environmental Matters 95


SECTION 3.10.	Insurance 95


SECTION 3.11.	Taxes 95


SECTION 3.12.	ERISA 95


SECTION 3.13.	Federal Reserve Regulations; Investment Company Status 96


SECTION 3.14.	Disclosure 96


SECTION 3.15.	Compliance with Laws 96


SECTION 3.16.	Anti-Corruption Laws and Sanctions 97


SECTION 3.17.	Subsidiaries 97


SECTION 3.18.	Security Documents 97


SECTION 3.19.	Solvency 98


SECTION 3.20.	EEA Financial Institution 98

ARTICLE IV
Conditions


SECTION 4.01.	Restatement Effective Date 99


SECTION 4.02.	Each Other Credit Event 101

ARTICLE V
Affirmative Covenants


SECTION 5.01.	Financial Statements 101


SECTION 5.02.	Certificates; Other Information 103


SECTION 5.03.	Notices 104


SECTION 5.04.	Payment of Obligations 104


SECTION 5.05.	Preservation of Existence, Etc. 104


SECTION 5.06.	Maintenance of Properties; Insurance 104


SECTION 5.07.	Compliance with Laws 106


SECTION 5.08.	Books and Records 106


SECTION 5.09.	Maintenance of Ratings 106


SECTION 5.10.	Inspection Rights 106


SECTION 5.11.	Use of Proceeds 106


SECTION 5.12.	Additional Subsidiary Guarantors; Additional Security; Further Assurances, etc. 107


SECTION 5.13.	Designation of Subsidiaries 109


SECTION 5.14.	Post-Closing Requirements 109

ARTICLE VI
Negative Covenants


SECTION 6.01.	Liens 110


SECTION 6.02.	Permitted Acquisitions 113


SECTION 6.03.	Indebtedness 113


SECTION 6.04.	Fundamental Changes 120


SECTION 6.05.	Asset Sales 121


SECTION 6.06.	Restricted Payments 123


SECTION 6.07.	Change in Nature of Business and Fiscal Year 124


SECTION 6.08.	Investments, Loans, Advances, Guarantees and Acquisitions 124


SECTION 6.09.	Transactions with Affiliates 127


SECTION 6.10.	Burdensome Agreements 127


SECTION 6.11.	Holding Company Covenant 128


SECTION 6.12.	Modification of Organization Documents and Junior Financing Documentation 129


SECTION 6.13.	Financial Covenants 130


SECTION 6.14.	Restrictions on New US, LLP 130

ARTICLE VII
Events of Default


SECTION 7.01.	Events of Default 131


SECTION 7.02.	Equity Cure 133


SECTION 7.03.	Application of Payments 134


SECTION 7.04.	[Reserved]. 134

ARTICLE VIII
The Administrative Agent and the Collateral Agent

ARTICLE IX
Miscellaneous


SECTION 9.01.	Notices 140


SECTION 9.02.	Waivers; Amendments 142


SECTION 9.03.	Expenses; Indemnity; Damage Waiver 144


SECTION 9.04.	Successors and Assigns 145


SECTION 9.05.	Survival 149


SECTION 9.06.	Counterparts; Integration; Effectiveness; Electronic Execution 149


SECTION 9.07.	Severability 149


SECTION 9.08.	Right of Setoff 150


SECTION 9.09.	Governing Law; Jurisdiction; Consent to Service of Process 150


SECTION 9.10.	WAIVER OF JURY TRIAL 150


SECTION 9.11.	Headings 151


SECTION 9.12.	Confidentiality 151


SECTION 9.13.	USA PATRIOT Act 152


SECTION 9.14.	Releases of Liens and Guarantees 152


SECTION 9.15.	Interest Rate Limitation 154


SECTION 9.16.	No Advisory or Fiduciary Responsibility 154


SECTION 9.17.	Platform; Borrower Materials 155


SECTION 9.18.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions 156

SCHEDULES :

Schedule 1.01A – Excluded Real Property

Schedule 1.01B – Closing Date Mortgaged Properties

Schedule 1.01C – Closing Date Real Estate SPEs

Schedule 1.01D – Welch Allyn Recapitalization

Schedule 2.01 – Commitments

Schedule 2.06 – Existing Letters of Credit

Schedule 3.07 – Disclosed Litigation

Schedule 3.17 – Subsidiaries

Schedule 5.14 – Post-Closing Requirements

Schedule 6.01 – Existing Liens

Schedule 6.03 – Existing Indebtedness

Schedule 6.08(f) – Existing Investments

EXHIBITS :

Exhibit A – Form of Assignment and Assumption

Exhibit B – [Reserved]

Exhibit C – [Reserved]

Exhibit D – [Reserved]

Exhibit E – [Reserved]

Exhibit F‑1 – Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships)

Exhibit F‑2 – Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships)

Exhibit F‑3 – Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships)

Exhibit F‑4 – Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships)

Exhibit G – Form of Compliance Certificate

Exhibit H‑1 – Form of Borrowing Request

Exhibit H‑2 – Form of Interest Election Request

Exhibit I‑1 – Form of Revolving Note

Exhibit I‑2 – Form of Term Note

Exhibit J – Form of Guaranty Agreement

Exhibit K – Auction Procedures

AMENDED AND RESTATED CREDIT AGREEMENT (this “ Agreement ”) dated as of September 21, 2016 among HILL-ROM HOLDINGS, INC., the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, SUMITOMO MITSUI BANKING CORPORATION, WELLS FARGO BANK, N.A., FIFTH THIRD BANK, THE BANK OF NOVA SCOTIA, as Co-Syndication Agents and GOLDMAN SACHS BANK USA, TD BANK, N.A., DNB BANK ASA, NEW YORK BRANCH, CAPITAL ONE, NATIONAL ASSOCIATION as Co-Documentation Agents.

WHEREAS, the Borrower was party to that certain Credit Agreement, dated as of September 8, 2015 (as amended by that certain First Amendment, and as further amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “ Original Credit Agreement ”);

WHEREAS, the Borrower has requested that the Lenders extend credit to the Borrower in the form of the Initial Term A Loans on the Restatement Effective Date in an aggregate principal amount of $1,462,500,000;

WHEREAS, the Borrower has requested that the Lenders make Revolving Commitments available to the Borrower in an aggregate principal amount of $700,000,000;

WHEREAS, (x) the Borrower intends to use the net proceeds of the Initial Term A Loans and the Revolving Loans borrowed on the Restatement Effective Date to prepay in full all of the aggregate principal amount of term loans outstanding immediately prior to the Restatement Effective Date pursuant to the Original Credit Agreement, together with any accrued and unpaid interest, fees and premiums, if any, relating thereto and in respect of any revolving commitments and/or letters of credit issued pursuant to the Original Credit Agreement and (y) the Initial Revolving Commitments made on the Restatement Effective Date shall replace the revolving commitments outstanding immediately prior to the Restatement Effective Date pursuant to the Original Credit Agreement in full and such revolving commitments thereunder shall be terminated as of the Restatement Effective Date (clauses (x) and (y) collectively, the “ Restatement Effective Date Refinancing ”);

WHEREAS, (x) Goldman Sachs Bank USA has agreed to resign as Term Loan B Administrative Agent (as defined in the Original Credit Agreement) and consent to the amendment and restatement of the Original Credit Agreement and (y) all Initial Term A Lenders and Initial Revolving Lenders consent to the amendment and restatement of the Original Credit Agreement after giving effect to the Restatement Effective Date Refinancing;

WHEREAS, the applicable Lenders have indicated their willingness to lend on the terms and subject to the conditions set forth herein; and

WHEREAS, subject to and upon the terms and conditions set forth herein, the Lenders are willing to make available to the Borrower the respective credit facilities provided for herein.

NOW, THEREFORE, IT IS AGREED:

ARTICLE I
Definitions

Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

“ 2015 Registration Statement ” means the registration statement on Form S-4 filed on July 13, 2015 by the Borrower with the SEC, as amended by Amendment No. 1 filed on August 14, 2015.

“ 2017 Senior Notes ” means the $300 million aggregate principal amount of 5.00% senior notes due 2025 issued by the Borrower on the Second Amendment Effective Date.

“ 2017 Senior Notes Indenture ” means the indenture dated the Second Amendment Effective Date among the Borrower, the guarantors party thereto and MUFG Union Bank, N.A. as trustee related to the 2017 Senior Notes.

“ 2023 Hill-Rom Notes ” means the Borrower’s 5.750% Senior Notes due 2023 issued on September 1, 2015 in an aggregate principal amount of $425,000,000.

“ ABR ,” when used in reference to any Loan or Borrowing, refers to a Loan, or the Loans comprising such Borrowing, bearing interest at a rate determined by reference to the Alternate Base Rate.

“ Acquisition ” means the acquisition by the Borrower of all of the issued and outstanding shares of capital stock of Welch Allyn pursuant to the Merger Agreement.

“ Act ” has the meaning assigned to such term in Section 3.16.

“ Additional Mortgage ” has the meaning assigned to such term in Section 5.12(c).

“ Adjusted Covenant Period ” has the meaning assigned to such term in Section 6.13(a)(ii).

“ Adjusted LIBO Rate ” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“ Administrative Agent ” means JPMorgan Chase Bank, N.A. (including its branches and affiliates), in its capacity as administrative agent in respect of the Facilities.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Agent Parties ” has the meaning assigned to such term in Section 9.01(f)(ii).

“ Agreed Currencies ” means (i) Dollars, (ii) euros, (iii) Pounds Sterling and (iv) any other currency (x) that is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars, (y) for which a LIBOR Screen Rate is available in the Administrative Agent’s reasonable determination and (z) that is agreed to by the Administrative Agent and each of the Revolving Lenders.

“ All-in Yield ” means, as to any Indebtedness, the effective yield on such Indebtedness in the reasonable determination of the Administrative Agent and the Borrower and consistent with generally accepted financial practices, taking into account (a) the applicable interest rate margins, (b) any interest rate floors or similar devices, (c) any amendment to the relevant interest rate margins and interest rate floors prior to the applicable date of determination and (d) all fees, including upfront or similar fees or original issue discount (amortized over the shorter of (i) the remaining Weighted Average Life to Maturity of such Indebtedness and (ii) the four years following the date of incurrence thereof) payable generally to lenders or other institutions providing such Indebtedness, but excluding any arrangement, structuring, underwriting, ticking or other similar fees payable in connection therewith that are not generally shared with the relevant Lenders and, if applicable, consent fees for an amendment (regardless of whether any such fees are paid to or shared in whole or in part with any lender).

“ Allyn Family Group ” means the descendants of William N. Allyn and members of such descendants’ families and trusts for the benefit of such Persons.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period in Dollars on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the LIBO Rate at approximately 11:00 a.m. London time on such day, subject to the interest rate floors set forth therein. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

“ Alternative Rate ” has the meaning assigned to such term in Section 2.14(a).

“ Annual Deductible Amount ” has the meaning assigned to such term in the definition of “Prepayment Asset Sale”.

“ Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption including, without limitation, the United States Foreign Corrupt Practices Act of 1977, as amended.

“ Applicable LC Sublimit ” means (i) with respect to JPMorgan Chase Bank, N.A. in its capacity as an Issuing Bank under this Agreement, $10,000,000, (ii) with respect to Citizens Bank, N.A. in its capacity as an Issuing Bank under this Agreement, $10,000,000, (iii) with respect to Bank of America, N.A. in its capacity as an Issuing Bank under this Agreement, $10,000,000, (iv) with respect to PNC Bank, National Association in its capacity as an Issuing Bank under this Agreement, $10,000,000, (v) with respect to The Bank of Tokyo — Mitsubishi UFJ, Ltd. in its capacity as an Issuing Bank under this Agreement, $10,000,000 and (vi) with respect to any other Person that becomes an Issuing Bank pursuant to the terms of this Agreement, such amount as agreed to in writing by the Borrower, the Administrative Agent and such Person at the time such Person becomes an Issuing Bank pursuant to the terms of the Agreement, as each of the foregoing amounts may be decreased or increased from time to time with the written consent of the Borrower, the Administrative Agent and the Issuing Banks ( provided that any increase in the Applicable LC Sublimit with respect to any Issuing Bank shall only require the consent of the Borrower and such Issuing Bank).

“ Applicable Percentage ” means, with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure or Swingline Loans, the percentage equal to a fraction the numerator of which is such Lender’s Revolving Commitment and the denominator of which is the aggregate Revolving Commitments of all Revolving Lenders (if the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments); provided that in the case of Section 2.22 when a Defaulting Lender shall exist, any such Defaulting Lender’s Revolving Commitment shall be disregarded in the calculation, (b) with respect to the Term Loans, a percentage equal to a fraction the numerator of which is such Lender’s outstanding principal amount of the Term Loans and the denominator of which is the aggregate outstanding principal amount of the Term Loans of all Term Lenders; provided that in the case of Section 2.22 when a Defaulting Lender shall exist, any such Defaulting Lender’s Term Commitment shall be disregarded in the calculation.

“ Applicable Rate ” means, a percentage per annum equal to:

(a) until the delivery of financial statements as required under Section 5.01 for the first full fiscal quarter commencing on or after the Restatement Effective Date, (1) for Eurocurrency Revolving Loans and Eurocurrency Initial Term A Loans, 1.75%, (2) for ABR Initial Revolving Loans and ABR Initial Term A Loans, 0.75%, and (3) for Commitment Fees, 0.35%;

(b) thereafter, in connection with Initial Revolving Loans, Initial Term A Loans, the Commitment Fee and letter of credit fees payable under Section 2.12(b), the percentages per annum set forth in the table below, based upon the First Lien Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent:



Pricing Level	First Lien Net Leverage Ratio	Commitment Fee Rate	Eurocurrency Initial Revolving Loans	ABR Initial Revolving Loans	Eurocurrency Initial Term A Loans		ABR Initial Term A Loans
I	> 3.00:1.00	0.40%	2.00%	1.00%	2.00%	1.00%
II	< 3.00:1.00 but > 2.50:1.00	0.35%	1.75%	0.75%	1.75%	0.75%
III	< 2.50:1.00	0.30%	1.50%	0.50%	1.50%	0.50%

(c) with respect to any Other Term Loan or Other Revolving Loan, the “Applicable Rate” set forth in the documentation relating thereto.

For purposes of the foregoing:

(i) if at any time the Borrower fails to deliver the financials required under Sections 5.01(a) or (b), together with the corresponding Compliance Certificates required by Section 5.02(a), by the date any financials are due, then Pricing Level I shall be deemed applicable commencing five (5) Business Days after and continuing through five (5) Business Days after such financials and Compliance Certificates are actually delivered, after which the Pricing Level shall be determined in accordance with the table above as applicable;

(ii) adjustments, if any, to the Pricing Level then in effect shall be effective five (5) Business Days after the Administrative Agent has received the applicable financials and corresponding Compliance Certificates required by Section 5.02 (it being understood and agreed that each change in Pricing Level shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change); and

(iii) each determination of the Applicable Rate made by the Administrative Agent in accordance with the foregoing shall, if reasonably determined and absent manifest error, be conclusive and binding on the Borrower, all of its Subsidiaries and each Lender.

Any increase or decrease in the Applicable Rate for Initial Term A Loans and Revolving Loans resulting from a change in the First Lien Net Leverage Ratio shall become effective as of the first Business Day immediately following the date of delivery of the most recently delivered financial statements as required under Section 5.01.

Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined by the Administrative Agent or a Loan Party that the First Lien Net Leverage Ratio set forth in any Compliance Certificate delivered to the Administrative Agent is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Rate that is less than that which would have been applicable had the First Lien Net Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the “Applicable Rate” for any day occurring within the period covered by such Compliance Certificate shall, retroactively be deemed to be the relevant percentage as based upon the accurately determined First Lien Net Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrower for the relevant period pursuant to this Agreement as a result of the miscalculation of the First Lien Net Leverage Ratio shall be deemed to be (and shall be) due and payable under the relevant provisions of this Agreement, as applicable, at the time the interest or fees for such period were required to be paid pursuant to such relevant Section (and shall remain due and payable until paid in full, together with all amounts owing under this Agreement, in accordance with the terms of this Agreement); provided that, notwithstanding the foregoing, so long as an Event of Default described in Section 7.01(f) has not occurred with respect to the Borrower, such shortfall shall be due and payable five (5) Business Days following the determination described above.

“ Approved Fund ” has the meaning assigned to such term in Section 9.04.

“ Asset Sale ” means (x) Disposition to any person of, any property, properties, asset or assets of the Borrower or any Restricted Subsidiary and (y) any sale of any Equity Interests of any Subsidiary owned directly by the Borrower or a Restricted Subsidiary to a person other than the Borrower or a Subsidiary Guarantor.

“ Assignment and Assumption ” means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“ Attributable Indebtedness ” means, on any date, in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“ Auction Manager ” has the meaning assigned to such term in Section 2.24(a).

“ Auction Procedures ” means auction procedures with respect to Purchase Offers set forth in Exhibit K hereto.

“ Audited Financial Statements ” means (i) the GAAP audited consolidated balance sheet and related statements of income, stockholders’ equity and cash flows of the Borrower for the 2012, 2013 and 2014 fiscal years and (ii) the GAAP audited consolidated balance sheet and related statements of operations, comprehensive income, business equity and cash flows of Welch Allyn for the 2012, 2013 and 2014 calendar years, in each case, delivered to the Joint Lead Arrangers on or before the Closing Date.

“ Augmenting Lender ” has the meaning assigned to such term in Section 2.20.

“ Availability Period ” means the period from and including the Restatement Effective Date to but excluding the earlier of the Revolving Facility Maturity Date and the date of termination of the Revolving Commitments.

“ Available Amount ” means, as at any time of determination (the “ Available Amount Reference Time ”), an amount, not less than zero in the aggregate, determined on a cumulative basis, equal to, without duplication:

(a) $150,000,000, plus

(b) the cumulative amount of Excess Cash Flow for each completed fiscal year beginning with the fiscal year ending September 30, 2017 that is not required prior to the Available Amount Reference Time to be applied as a mandatory prepayment under Section 2.11(e) (it being understood for the avoidance of doubt that, solely for purposes of this definition, Excess Cash Flow for any fiscal year shall be deemed to be zero until the date that is five (5) Business Days after the date the financial statements required to be delivered pursuant to Section 5.01(a) for such fiscal year have been delivered to the Administrative Agent and the mandatory prepayment required pursuant to Section 2.11(e) has been made), plus

(d) the cumulative amount of (i) Net Cash Proceeds received from the sale or issuance of Equity Interests of the Borrower or any direct or indirect parent of the Borrower after the Restatement Effective Date (excluding issuances of Disqualified Stock and the proceeds of any Specified Equity Contribution) which proceeds have been contributed as common equity to the capital of the Borrower and (ii) capital contributions (other than Specified Equity Contributions) to the common equity of the Borrower after the Restatement Effective Date, in each case, not previously applied for a purpose other than use in the Available Amount, plus

(e) to the extent not (i) already included in the calculation of Consolidated Net Income of the Borrower and the Restricted Subsidiaries or (ii) used to prepay Term Loans in accordance with Section 2.11(c), the aggregate amount of all Net Cash Proceeds received by the Borrower or any Restricted Subsidiary in connection with the sale, transfer or other disposition of its ownership interest in any Unrestricted Subsidiary (other than to the Borrower or a Restricted Subsidiary) plus

(f) solely in the case of using the Available Amount to make Investments, to the extent not already included in the calculation of Consolidated Net Income of the Borrower and its Restricted Subsidiaries, the aggregate amount of any repayment of the principal or return of capital in respect of any Investments or dividends, distributions, profits, returns or similar amounts in respect of any Investments in an amount not to exceed the aggregate amount of such Investment, minus

(g) the aggregate amount of Investments and Restricted Payments made using the Available Amount.

“ Available Revolving Commitment ” means, at any time, the aggregate Revolving Commitments of all Revolving Lenders minus the total Revolving Credit Exposures of all Revolving Lenders (calculated, (x) with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Applicable Percentage of all outstanding Borrowings and (y) for purposes of determining the Commitment Fee, excluding any outstanding Swingline Loans).

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ Bankruptcy Event ” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided , further , that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

“ Board of Directors ” means, as to any Person, the board of directors, the board of managers, the sole manager or other governing body of such Person.

“ Borrower ” means Hill-Rom Holdings, Inc., an Indiana corporation.

“ Borrowing ” means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect, (b) a Term Loan of the same Type, made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect or (c) a Swingline Loan.

“ Borrowing Request ” means a request by the Borrower for a Borrowing in accordance with Section 2.03 in the form attached hereto as Exhibit H‑1 .

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurocurrency Loan, the term “ Business Day ” shall also exclude any day on which banks are not open for dealings in the relevant Agreed Currency in the London interbank market or the principal financial center of such Agreed Currency (and, if the Borrowings or LC Disbursements which are the subject of a borrowing, drawing, payment, reimbursement or rate selection are denominated in euro, the term “ Business Day ” shall also exclude any day on which the TARGET2 payment system is not open for the settlement of payments in euro).

“ Capital Lease Obligations ” means, with respect to any Person, all rental obligations of such Person which, under GAAP, are or will be required to be capitalized on the books of such Person, in each case taken at the amount thereof accounted for as indebtedness in accordance with GAAP; provided that all obligations of any person that are or would be characterized as operating lease obligations in accordance with GAAP on June 16, 2015 (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations (and not as Capital Lease Obligations) for purposes of this Agreement regardless of any change in GAAP following the Closing Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as Capital Lease Obligations.

“ Cash Equivalents ”

(1) United States dollars;

(2) (a) euro, or any national currency of any participating member state of the European Monetary Union; or (b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government, the government of a member of the European Monetary Union or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits, dollar time deposits and money market deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances and other bank deposits with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $250,000,000 in the case of U.S. banks and $100,000,000 (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) above entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;

(7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

(8) investment funds investing 90% of their assets in securities of the types described in clauses (1) through (7) above and (9) through (11) below;

(9) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition;

(11) Investments with average maturities of 24 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s; and

(12) solely with respect to any Restricted Subsidiary that is a Foreign Subsidiary, investments of comparable tenor and credit quality to those described in the foregoing clauses (2) through (11) customarily utilized in countries in which such Foreign Subsidiary operates for short term cash management purposes.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“ Cash Management Agreement ” means any agreement to provide to the Borrower or any Restricted Subsidiary cash management services for collections, treasury management services (including controlled disbursement, overdraft, automated clearing house fund transfer services, return items and interstate depository network services), any demand deposit, payroll, trust or operating account relationships, commercial credit cards, merchant card, purchase or debit cards, non-card e-payables services, and other cash management services, including electronic funds transfer services, stop payment services and wire transfer services.

“ Cash Management Bank ” means any Person that, at the time it enters into a Cash Management Agreement (or on the Closing Date), is the Administrative Agent, a Lender or an Affiliate of any such person, in each case, in its capacity as a party to such Cash Management Agreement.

“ CFC ” means a “controlled foreign corporation” within the meaning of section 957(a) of the Code.

“ Change of Control ” means, with respect to any Person, an event or series of events by which:

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any such Person and its subsidiaries, any employee benefit plan of such Person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than any member or members of the Hillenbrand Family Group or the Allyn Family Group becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “ option right ”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 35% or more of the equity securities of such Person entitled to vote for members of the board of directors or equivalent governing body of such Person on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or

(b) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of such Person cease (other than by reason of death or disability) to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.

“ Change in Law ” means the occurrence, after the date of this Agreement (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rules, guideline, requirement or directive (whether or not having the force of law) by any Governmental Authority; provided however , that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued or implemented.

“ Charges ” has the meaning assigned to such term in Section 9.15.

“ Class ,” when used in reference to any (a) Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Initial Revolving Loans, Other Revolving Loans, Initial Term A Loans, Other Term Loans or Swingline Loans, and (b) Commitment, refers to whether such Commitment is in respect of a commitment to make Initial Term Loans, Other Term Loans, Initial Revolving Loans or Other Revolving Loans. Other Term Loans or Other Revolving Loans that have different terms and conditions (together with the Commitments in respect thereof) from the Initial Revolving Loans or the Initial Term A Loans, respectively, or from other Other Term Loans or other Other Revolving Loans, as applicable, shall be construed to be in separate and distinct Classes.

“ Closing Date ” means September 8, 2015.

“ Closing Date Mortgaged Properties ” has the meaning assigned to such term in the definition of the term “Mortgaged Properties.”

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Co-Documentation Agent ” means (a) with respect to the Credit Agreement as of the Closing Date, each of Citibank, N.A., Wells Fargo Bank, N.A. and Fifth Third Bank in its capacity as co-documentation agent for the credit facilities evidenced by the Original Credit Agreement and (b) with respect to this Agreement, each of Goldman Sachs Bank USA , TD Bank, N.A. , DNB Bank ASA, New York Branch and Capital One, National Association .

“ Collateral ” means all the “Collateral” (or equivalent term) as defined in any Security Document and shall also include the Mortgaged Properties and all other property that is subject or purported to be subject to any Lien in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to any Security Document; provided that, notwithstanding anything herein or in any Security Document or other Loan Document, the “Collateral” shall exclude any Excluded Property.

“ Collateral Agent ” means JPMorgan Chase Bank, N.A. or any successor thereto.

“ Collateral and Guarantee Requirement ” means the requirement that (in each case, subject to Section 5.14):

(a) on the Closing Date, the Collateral Agent shall have received from (i) the Borrower and each Subsidiary Guarantor (other than a Real Estate SPE), a counterpart of the Security Agreement duly executed on behalf of such Person and (ii) from each Subsidiary Guarantor, a counterpart of the Guaranty Agreement, in each case duly executed and delivered on behalf of such Person;

(b) on the Closing Date (or on such other date set forth on Schedule 5.14 ), (i) (x) all outstanding Equity Interests directly owned by the Loan Parties, other than Excluded Property, and (y) all Indebtedness owing to any Loan Party, other than Excluded Property, shall have been pledged or assigned for security purposes pursuant to the Security Documents and (ii) the Collateral Agent shall have received certificates or other instruments (if any) representing such Equity Interests and any notes or other instruments required to be delivered pursuant to the applicable Security Documents, together with stock powers, note powers or other instruments of transfer with respect thereto (as applicable) endorsed in blank;

(c) in the case of any person that becomes a Subsidiary Guarantor after the Closing Date, the Collateral Agent shall have received (i) a supplement to the Guaranty Agreement and (ii) supplements to the Security Agreement and any other Security Documents, if applicable, in the form specified therefor or otherwise reasonably acceptable to the Administrative Agent, in each case, duly executed and delivered on behalf of such Subsidiary Guarantor; provided that if the Existing Hill-Rom Notes are outstanding, no Real Estate SPE shall be required to execute a supplement to the Security Agreement or any other Security Document;

(d) after the Closing Date, all outstanding Equity Interests of any person (other than Excluded Property) that are held or acquired by a Loan Party after the Closing Date shall have been pledged pursuant to the Security Documents and the Collateral Agent shall have received certificates or other instruments (if any) representing such Equity Interests, together with stock powers or other instruments of transfer with respect thereto (as applicable) endorsed in blank;

(e) except as otherwise contemplated by this Agreement or any Security Document, on and after the Closing Date all documents and instruments, including Uniform Commercial Code financing statements, and filings with the United States Copyright Office and the United States Patent and Trademark Office, and all other actions reasonably requested by the Collateral Agent (including those required by applicable Requirements of Law) to be delivered, filed, registered or recorded to create the Liens intended to be created by the Security Documents (in each case, including any supplements thereto) and perfect such Liens to the extent required by, and with the priority required by, the Security Documents, shall have been delivered, filed, registered or recorded or delivered to the Collateral Agent for filing, registration or the recording substantially concurrently with, or promptly following, the execution and delivery of each such Security Document;

(f) on and after the Closing Date, evidence of the insurance (if any) required by the terms of Section 5.06 hereof shall have been received by the Collateral Agent;

(g) after the Closing Date, the Collateral Agent shall have received, such other Security Documents as may be required to be delivered pursuant to Section 5.12 or the Security Documents;

(h) within the time periods set forth in Section 5.12 with respect to Mortgaged Properties encumbered pursuant to said Section 5.12, the Collateral Agent shall have received (i) counterparts of each Mortgage to be entered into with respect to each such Mortgaged Property duly executed and delivered by the applicable Loan Party and suitable for recording or filing in all filing or recording offices that the Collateral Agent may reasonably deem necessary or desirable in order to create a valid and enforceable Lien subject to no other Liens except Permitted Liens, at the time of recordation thereof, (ii) with respect to the Mortgage encumbering each such Mortgaged Property, opinions of local counsel regarding the due authorization, execution and delivery, the enforceability, and perfection of the Mortgages and such other matters customarily covered in real estate mortgage counsel opinions as the Collateral Agent may reasonably request, if and to the extent, and in such form, as local counsel customarily provides such opinions as to such other matters, (iii) with respect to each such Mortgaged Property, the Flood Documentation (in a form reasonably acceptable to the Administrative Agent) at least five (5) Business Days prior to recording the Mortgage on such Mortgaged Property, (iv) such other documents as the Collateral Agent may reasonably request that are available to the Borrower without material expense with respect to any such Mortgage or Mortgaged Property and (v) notice of the Borrower’s intent to Mortgage such Mortgaged Property forty five (45) days prior to the Mortgage becoming effective;

(i) within the time periods set forth in Section 5.12 with respect to Mortgaged Properties encumbered pursuant to said Section 5.12, the Collateral Agent shall have received (i) a policy or policies or marked up unconditional binder of title insurance with respect to properties located in the United States of America paid for by the Borrower, in the amount of the Fair Market Value of the respective Mortgaged Property, issued by a nationally recognized title insurance company (“ Title Insurer ”) insuring the Lien of each Mortgage as a valid Lien on the Mortgaged Property described therein, free of any other Liens except Permitted Liens, together with such customary endorsements, coinsurance and reinsurance as the Collateral Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located ( provided , however , that in lieu of a zoning endorsement, Collateral Agent shall accept a zoning report from a nationally recognized zoning report provider or other documentation reasonably acceptable to the Collateral Agent), and (ii) if requested by the Collateral Agent, a survey of each Mortgaged Property (including all improvements, easements and other customary matters thereon reasonably required by the Collateral Agent), as applicable, for which all necessary fees (where applicable) have been paid with respect to properties located in the United States of America, which is (A) complying in all material respects with the minimum detail requirements of the American Land Title Association and American Congress of Surveying and Mapping as such requirements are in effect on the date of preparation of such survey and (B) sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such Mortgaged Property or otherwise reasonably acceptable to the Collateral Agent; provided , however , that so long as the Title Insurer shall accept the same to eliminate the survey exception from such policy or policies, in lieu of a new or revised survey the Borrower may provide a “no material change” affidavit with respect to any prior survey for the respective Mortgaged Property (which prior survey otherwise substantially complies with the foregoing survey requirements); and

(j) within 45 days after the Existing Hill-Rom Notes have been redeemed, discharged, defeased, or otherwise repaid in full (or on such later date as the Collateral Agent may agree in its reasonable discretion), each Real Estate SPE shall deliver to the Collateral Agent a supplement to the Security Agreement and any other Security Documents, in the form specified for or otherwise reasonably acceptable to the Collateral Agent, duly executed and delivered on behalf of such Real Estate SPE.

Notwithstanding anything to the contrary in this Agreement or in the other Loan Documents, it is understood that to the extent any Collateral or any security interests therein (including the creation or perfection of any security interests) (other than Collateral with respect to which a Lien may be perfected by (A) the filing of a Uniform Commercial Code financing statement and (B) delivery and taking possession of stock certificates of Welch Allyn and the respective material domestic subsidiaries of the Borrower and Welch Allyn, that are part of the Collateral) is not or cannot be provided or the security interest of the Collateral Agent therein is not or cannot be perfected on the Restatement Effective Date after the use of commercially reasonable efforts by the Borrower to do so and without undue burden and expense, then the provision and/or perfection of the security interest in such Collateral shall not constitute a condition precedent to any Credit Event on the Restatement Effective Date but, instead, shall be required to be delivered and perfected within the time period set forth on Schedule 5.14 (subject to extension by the Administrative Agent in its sole discretion).

“ Commitment ” means, with respect to each Lender, the sum of such Lender’s Revolving Commitment and Term Loan Commitment. The initial amount of each Lender’s Commitment is set forth on Schedule 2.01 , or in the Assignment and Assumption or other documentation contemplated hereby pursuant to which such Lender shall have assumed its Commitment, as applicable.

“ Commitment Letter ” means that certain Amended and Restated Commitment Letter, dated as of June 16, 2015, by and among the Borrower, Goldman Sachs Bank USA, Goldman Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A., JPMorgan Securities LLC, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, PNC Bank, National Association, PNC Capital Markets LLC and Citizens Bank, National Association.

“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq .), as amended from time to time, and any successor statute.

“ Communications ” has the meaning assigned to such term in Section 9.01(f)(ii).

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit G .

“ Computation Date ” has the meaning assigned to such term in Section 2.04.

“ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“ Consolidated ” refers to the consolidation of accounts in accordance with GAAP.

“ Consolidated Current Assets ” means, at any date of determination, the total assets of the Borrower and its Restricted Subsidiaries on a Consolidated basis which may properly be classified as current assets in conformity with GAAP, excluding cash and cash equivalents.

“ Consolidated Current Liabilities ” means, at any date of determination, the total liabilities of the Borrower and its Restricted Subsidiaries on a Consolidated basis which may properly be classified as current liabilities in conformity with GAAP.

“ Consolidated First Lien Debt ” means, at any time, the Consolidated Secured Debt outstanding at such time that is secured by a Lien on the assets or property of the Borrower or any Restricted Subsidiary other than Indebtedness that is secured by Liens that are subordinated or junior to the Liens securing the Loans.

“ Consolidated Interest Expense ” means, for any period, the interest expense (including imputed interest expense in respect of Capital Lease Obligations) of the Borrower and its Restricted Subsidiaries for such period, determined on a Consolidated basis in accordance with GAAP, but excluding the amortization of deferred loan origination costs that are classified as interest expense pursuant to GAAP.

“ Consolidated Net Income ” means, with reference to any period, the net income (or loss) of the Borrower and its Restricted Subsidiaries calculated in accordance with GAAP on a consolidated basis (without duplication) for such period; provided that there shall be excluded any income (or loss) of any Person other than the Borrower or a Restricted Subsidiary, but any such income so excluded may be included in such period or any later period to the extent of any cash dividends or distributions actually paid in the relevant period to the Borrower or any wholly-owned Restricted Subsidiary of the Borrower.

“ Consolidated Secured Debt ” means, at any time, Consolidated Total Debt outstanding at such time that is secured by a Lien on any asset or property of the Borrower or any Restricted Subsidiary.

“ Consolidated Total Assets ” means, as of any date of determination, the total assets of the Borrower and the Restricted Subsidiaries, determined on a Consolidated basis in accordance with GAAP, without giving effect to any amortization of the amount of intangible assets since the Closing Date but excluding amounts attributable to Investments in Unrestricted Subsidiaries, as set forth on the Consolidated balance sheet of the Borrower as of the last day of the most recently ended four fiscal quarter period ending immediately prior to such date for which financial statements of the Borrower have been delivered pursuant to Section 5.01(a) or (b). Consolidated Total Assets shall be determined on a pro forma basis.

“ Consolidated Total Debt ” means, at any time, an amount equal to the sum at such time of the aggregate amount of all outstanding Indebtedness of the Borrower and its Restricted Subsidiaries on a Consolidated basis.

“ Consolidated Working Capital ” means, at any date of determination, (a) the Consolidated Current Assets as of such date minus (b) the Consolidated Current Liabilities as of such date (excluding Indebtedness for borrowed money).

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. The terms “Controlling” and “Controlled” have meanings correlative thereto.

“ Co-Syndication Agents ” means (a) with respect to the Credit Agreement as of the Closing Date, each of Citizens Bank, N.A., Bank of America, N.A. and PNC Bank, National Association, in their capacity as co-syndication agents for the credit facilities evidenced by the Original Credit Agreement and (b) with respect to this Agreement, each of Sumitomo Mitsui Banking Corporation , Wells Fargo Bank, N.A., Fifth Third Bank and The Bank of Nova Scotia .

“ Credit Event ” means a Borrowing, the issuance, amendment, renewal or extension of a Letter of Credit, an LC Disbursement or any of the foregoing.

“ Credit Exposure ” means, as to any Lender at any time, the sum of (a) such Lender’s Revolving Credit Exposure at such time, plus (b) an amount equal to the aggregate principal amount of its Term Loans outstanding at such time.

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Declined Proceeds ” has the meaning assigned to such term in Section 2.11(i).

“ Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“ Defaulting Lender ” means any Lender that, subject to Section 2.22, (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Secured Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Secured Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by a Secured Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Secured Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a (i) Bankruptcy Event or (ii) Bail-In Action.

“ Designated Non-Cash Consideration ” means the Fair Market Value of non-cash consideration received by the Borrower or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to a certificate of a Financial Officer of the Borrower, setting forth such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent disposition of such Designated Non-Cash Consideration.

“ Disclosed Litigation ” means the actions, suits, investigations, litigation or proceedings affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator described on Schedule 3.07 hereto.

“ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any Sale Leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“ Disqualified Institution ” means those persons, identified by the Borrower in writing to the Administrative Agent (at the following email address: JPMDQ_Contact@jpmorgan.com ) from time to time (provided, no such written notice shall apply retroactively to disqualify any Person) as competitors of the Borrower and its Subsidiaries or any of their respective Affiliates to the extent such Affiliates are clearly identifiable solely by similarity of name, in each case, other than bona fide debt funds, provided that such persons shall not become Disqualified Institutions until 3 Business Days after such notice is given to the Administrative Agent and such notice is available to the Lenders by posting on the Platform.

“ Disqualified Stock ” means, with respect to any person, any Equity Interests of such person that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than solely for Qualified Equity Interests of the Borrower), pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests of the Borrower), in whole or in part, (c) provides for the scheduled, mandatory payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Stock, in the case of each of the foregoing clauses (a), (b), (c) and (d), prior to the date that is ninety-one (91) days after the Latest Maturity Date in effect at the time of issuance thereof and except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted) that are accrued and payable and the termination of the Revolving Commitments ( provided , that only the portion of the Equity Interests that so mature or are mandatorily redeemable, are so convertible or exchangeable or are so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock). Notwithstanding the foregoing: any Equity Interests issued to any employee or to any plan for the benefit of employees of the Borrower or the Restricted Subsidiaries or by any such plan to such employees shall not constitute Disqualified Stock solely because they may be required to be repurchased by the Borrower in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

“ Dollar Amount ” of any currency at any date means (i) the amount of such currency if such currency is Dollars or (ii) the equivalent amount thereof in Dollars if such currency is a Foreign Currency, calculated on the basis of the Exchange Rate for such currency, on or as of the most recent Computation Date provided for in Section 2.04.

“ Dollars ” or “ $ ” refers to lawful money of the United States of America.

“ Domestic Subsidiary ” means a Subsidiary organized under the laws of a jurisdiction located in the United States of America (other than Puerto Rico or other U.S. territory).

“ EBITDA ” means Consolidated Net Income plus , to the extent deducted from revenues in determining Consolidated Net Income, (i) interest expense, (ii) income tax expense, (iii) depreciation expense, (iv) amortization expense, (v) all non-cash expenses, charges or losses, (vi) extraordinary expenses, charges or losses, (vii) Transaction Expenses and fees and expenses incurred or paid by the Borrower or any Restricted Subsidiary in connection with the Restatement Transactions, the Welch Allyn Merger, the Welch Allyn Recapitalization, the First Amendment and the transactions contemplated thereby, (viii) the amount of any restructuring costs or integration costs, including any one-time costs incurred in connection with the Transactions and other acquisitions, investments or divestitures consummated after the Closing Date, (ix) the amount of “run-rate” cost savings and synergies projected by the Borrower in good faith to result from actions that have been taken or are expected to be taken (in the good faith determination of the Borrower) (which cost savings and synergies shall be subject only to certification by a Responsible Officer of the Borrower and shall be calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of such period), net of the amount of actual benefits realized prior to or during such period from such actions; provided that a Responsible Officer of the Borrower shall have certified to the Administrative Agent that (x) such cost savings and synergies are reasonably identifiable and factually supportable and (y) such actions have been taken or are to be taken within twelve (12) months (or, in connection with the Transactions, within twenty four (24) months of the Closing Date); provided further , that such add-backs pursuant to this clause (ix) shall not exceed 15.0% of EBITDA for such period (calculated before giving effect to such add-backs pursuant to this clause (ix), (x) the amount of any FDA warning letter remediation costs actually incurred by the Borrower, (xi) charges related to field corrective actions and (xii) any non-cash compensation charges arising from any grant of common stock or common stock options minus , to the extent included in Consolidated Net Income, (1) interest income, (2) income tax credits and refunds (to the extent not netted from tax expense), (3) any cash payments made during such period in respect of items described in clause (v) above subsequent to the fiscal quarter in which the relevant non-cash expense, charge or loss were incurred and (4) extraordinary, income or gains, all calculated for the Borrower and its Subsidiaries in accordance with GAAP on a consolidated basis. For the purposes of calculating EBITDA for any period of four consecutive fiscal quarters (each such period, a “ Reference Period ”), (i) if at any time during such Reference Period the Borrower or any Restricted Subsidiaries shall have made any Material Disposition, the EBITDA for such Reference Period shall be reduced by an amount equal to the EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the EBITDA (if negative) attributable thereto for such Reference Period, and (ii) if during such Reference Period the Borrower or any Restricted Subsidiaries shall have made a Material Acquisition, EBITDA for such Reference Period shall be calculated after giving effect thereto on a pro forma basis as if such Material Acquisition occurred on the first day of such Reference Period. As used in this definition, “ Material Acquisition ” means any acquisition of property or series of related acquisitions of property that (a) constitutes (i) assets comprising all or substantially all or any significant portion of a business or operating unit of a business, or (ii) all or substantially all of the capital stock or other equity interests of a Person, and (b) involves the payment of consideration by the Borrower and its Restricted Subsidiaries in excess of $25,000,000; and “ Material Disposition ” means any sale, transfer or disposition of property or series of related sales, transfers, or dispositions of property that yields gross proceeds to the Borrower or any of its Restricted Subsidiaries in excess of $25,000,000.

“ ECP ” means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.

“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“ Electronic Signature ” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“ Electronic System ” means any electronic system, including e-mail, e-fax, Intralinks®, ClearPar®, Debt Domain, Syndtrak and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent and any Issuing Bank and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes or other security system.

“ Email Alerts ” has the meaning assigned to such term in Section 5.01.

“ Environmental Law ” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ Equivalent Amount ” of any currency with respect to any amount of Dollars at any date shall means the equivalent in such currency of such amount of Dollars, calculated on the basis of the Exchange Rate for such other currency at 11:00 a.m., London time, on the date on or as of which such amount is to be determined.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal (as defined in ERISA Section 4203 and 4205, respectively) by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the existence of an Unfunded Pension Liability or (g) the conditions for imposition of a lien under Section 303(k) of ERISA shall have been met with respect to any Plan.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“ euro ” and/or “ EUR ” means the single currency of the Participating Member States.

“ Eurocurrency ,” when used in reference to a currency means an Agreed Currency and when used in reference to any Loan or Borrowing, means that such Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Adjusted LIBO Rate.

“ Eurocurrency Payment Office ” of the Administrative Agent means, for each Foreign Currency, the office, branch, affiliate or correspondent bank of the Administrative Agent for such currency as specified from time to time by the Administrative Agent to the Borrower and each Lender.

“ Event of Default ” has the meaning assigned to such term in Article VII.

“ Excess Cash Flow ” means, for any period, an amount (but in no event less than $0) equal to (a) the sum, without duplication, of (i) Consolidated Net Income for such period, (ii) an amount equal to the amount of all non-cash charges (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period) to the extent deducted in arriving at such Consolidated Net Income and (iii) decreases in Consolidated Working Capital for such period (other than any such decreases arising from Dispositions outside the ordinary course of business by the Borrower and the Restricted Subsidiaries completed during such period), minus (b) the sum of, without duplication, but only to the extent paid in cash, (i) an amount equal to the amount of all non-cash credits included in calculating such Consolidated Net Income and cash charges added in the definition of Consolidated Net Income (excluding any non-cash credit to the extent representing the reversal of an accrual or reserve described in clause (a)(ii) above), (ii) the aggregate amount of all principal payments and repurchases of Indebtedness of the Borrower and the Restricted Subsidiaries (including (A) the principal component of payments in respect of Capital Lease Obligations, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.10 and (C) the amount of any mandatory prepayment of Term Loans pursuant to Section 2.11(c) to the extent required due to a Prepayment Asset Sale or Recovery Event that resulted in an increase to such Consolidated Net Income and not in excess of the amount of such increase, but excluding (x) all other prepayments of Term Loans, (y) all prepayments of Revolving Loans and Swingline Loans and (z) all prepayments in respect of any other revolving credit facility, except in the case of clause (z) to the extent there is an equivalent permanent reduction in commitments thereunder), to the extent such payments were financed with internally generated cash of the Borrower and the Restricted Subsidiaries, (iii) the amount of Unfinanced Capital Expenditures made during such period by the Borrower and its Restricted Subsidiaries, (iv) increases in Consolidated Working Capital for such period (other than any such increases arising from acquisitions by the Borrower and the Restricted Subsidiaries completed during such period), (v) payments by the Borrower and the Restricted Subsidiaries during such period in respect of long-term liabilities of the Borrower and the Restricted Subsidiaries other than Indebtedness, to the extent not already deducted from Consolidated Net Income, (vi) cash expenditures in respect of Hedging Agreements during such fiscal year to the extent not deducted in arriving at such Consolidated Net Income, (vii) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and the Restricted Subsidiaries during such period that are made in connection with any prepayment of Indebtedness to the extent that such payments are not deducted in calculating Consolidated Net Income, (viii) Restricted Payments made pursuant to Section 6.06(d) except to the extent funded with the proceeds of an incurrence or issuance of long-term Indebtedness, (ix) an amount equal to the aggregate net non-cash gain on Asset Sales or realization, profits or return on Investments by the Borrower or any Restricted Subsidiary during such period (other than Asset Sales in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income, (x) the amount of Investments made pursuant to Section 6.08(h) or Section 6.08(m), except in each case to the extent financed with the proceeds of long-term Indebtedness, (xi) the amount of taxes (including penalties and interest) paid in cash in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, (xii) to the extent not deducted in arriving at Consolidated Net Income, the aggregate amount actually paid in cash by the Borrower during such fiscal year on account of other post-employment benefits or pension expense in respect of defined benefit plans and (xiii) without duplication of amounts deducted pursuant to this definition in calculating Excess Cash Flow in respect of a prior period, at the option of the Borrower so long as no Default or Event of Default has occurred and is then continuing, the aggregate consideration required to be paid in cash by the Borrower and its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Capital Expenditures or Investments (including acquisitions) made during or following such period constituting Permitted Acquisitions and other Investments permitted by Section 6.08 (other than Investments in (x) cash and Cash Equivalents and (y) equity or Indebtedness) to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such period (except, in each case, to the extent financed with Indebtedness (other than Indebtedness incurred under any Revolving Commitments now or hereafter existing)); provided that (A) to the extent the aggregate amount actually utilized to make such expenditures during such subsequent period of four consecutive fiscal quarters is less than the Contract Consideration (which may be $0 if such expenditure is not made during such subsequent period), the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such subsequent period and (B) any such expenditures made in such subsequent period of four consecutive fiscal quarters shall not be subtracted from the calculation of Excess Cash Flow at the end of such subsequent period.

“ Excess Cash Flow Period ” means each fiscal year of the Borrower, commencing with the fiscal year of the Borrower ending September 30, 2017.

“ Exchange Rate ” means, on any day, with respect to any Foreign Currency, the rate at which such Foreign Currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m., Local Time, on such date on the Reuters World Currency Page for such Foreign Currency. In the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate with respect to such Foreign Currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be reasonably selected by the Administrative Agent or, in the event no such service is selected, such Exchange Rate shall instead be calculated on the basis of the arithmetical mean of the buy and sell spot rates of exchange of the Administrative Agent for such Foreign Currency on the London market at 11:00 a.m., Local Time, on such date for the purchase of Dollars with such Foreign Currency, for delivery two Business Days later; provided , that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with the Borrower, may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

“ Excluded Property ” means (i) any fee-owned Real Property other than Material Real Property and any leasehold interest in Real Property other than Material Real Property, (ii) motor vehicles and other assets subject to certificates of title, except to the extent a security interest therein can be perfected by the filing of a UCC financing statement, letter of credit rights, except to the extent a security interest therein can be perfected by the filing of a UCC financing statement, and commercial tort claims with a value of less than $5,000,000, (iii) certain assets to the extent pledges and security interests therein are prohibited by applicable law, rule, regulation or permitted contractual obligation binding on such assets (in effect on the Closing Date or at the time of the acquisition of such asset and not incurred in contemplation thereof) (in each case, except to the extent such prohibition is unenforceable after giving effect to applicable provisions of the Uniform Commercial Code) or which could require governmental (including regulatory) consent, approval, license or authorization to be pledged (unless such consent, approval, license or authorization has been received), in each case, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable law notwithstanding such prohibition; (iv) Equity Interests in any Person other than wholly-owned subsidiaries to the extent not permitted by the terms of such Person’s organizational or joint venture documents; (v) any assets of an Excluded Subsidiary (other than the assets pledged by New US, LLP pursuant to the Welch Allyn Pledge Agreement) and any other assets to the extent a security interest in such assets could reasonably be expected to result in a material adverse tax consequence as determined in good faith by the Borrower in consultation with the Administrative Agent; (vi) any lease, license or other agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or create a right of termination in favor of any other party thereto (other than the Borrower or any Guarantor), in each case, except to the extent such prohibition is unenforceable after giving effect to applicable provisions of the Uniform Commercial Code, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable law notwithstanding such prohibition; (vii) those assets as to which the Administrative Agent and the Borrower reasonably agree in writing that the cost or other consequence of obtaining such a security interest or perfection thereof are excessive in relation to the value afforded thereby; (viii) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code, in each case, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable law notwithstanding such prohibition; (ix) “intent-to-use” trademark applications prior to the filing of a statement of use; (x) Permitted Receivables Facility Assets subject to liens securing a Qualified Receivables Facility; (xi) any voting Equity Interests in excess of 65% of the voting Equity Interests of any Foreign Subsidiary Holdco or any Foreign Subsidiary (and for this purpose, any Equity Interests of any Foreign Subsidiary Holdco or any Foreign Subsidiary that are convertible into voting Equity Interests shall be treated as voting Equity Interests regardless of whether so converted); (xii) any Indebtedness owned by any Loan Party where the obligor is a Foreign Subsidiary or a Domestic Subsidiary that is a Foreign Subsidiary Holdco; (xiii) so long as any Existing Hill-Rom Notes are outstanding (x) Equity Interests of Real Estate SPEs and (y) the assets of any Real Estate SPE; provided that, in each case, upon the redemption, discharge, defeasance or other repayment in full of all of the Existing Hill-Rom Notes, such Equity Interests of Real Estate SPEs and assets of such Real Estate SPEs shall no longer be Excluded Property); (xiv) the Welch Allyn Intercompany Note, so long as such note is promptly contributed to New LuxCo pursuant to the Welch Allyn Recapitalization; and (xv) any assets specifically described in Section 4.12 of the Security Agreement as not being subject to pledge under the Loan Documents; provided , however , that Excluded Property shall not include any Proceeds, substitutions or replacements of any Excluded Property referred to in clauses (i) through (xv) (unless such Proceeds, substitutions or replacements would constitute Excluded Property referred to in clauses (i) through (xv)).

“ Excluded Real Property ” means certain Real Property set forth on Schedule 1.01A .

“ Excluded Subsidiary ” means any of the following:

(a) each Immaterial Subsidiary,

(b) each Domestic Subsidiary that is not a wholly-owned Subsidiary (for so long as such Subsidiary remains a non-wholly-owned Subsidiary),

(c) each Domestic Subsidiary that is prohibited from Guaranteeing or granting Liens to secure the Obligations by any Requirement of Law or that would require consent, approval, license or authorization of a Governmental Authority to Guarantee or grant Liens to secure the Obligations (unless such consent, approval, license or authorization has been received),

(d) each Domestic Subsidiary that is prohibited by any applicable contractual requirement from Guaranteeing or granting Liens to secure the Obligations on the Closing Date or at the time such Subsidiary becomes a Subsidiary not in violation of this Agreement (and for so long as such restriction or any replacement or renewal thereof is in effect),

(e) any Foreign Subsidiary,

(f) any Domestic Subsidiary (i) that is a Foreign Subsidiary Holdco or (ii) that is a direct or indirect Subsidiary of a Foreign Subsidiary that is a CFC,

(g) any other Domestic Subsidiary with respect to which the Administrative Agent and the Borrower reasonably agree that the cost or other consequences (including any Tax consequences) of providing a Guarantee of or granting Liens to secure the Obligations would be excessive in relation to the practical benefit to be afforded thereby, and

(h) each Unrestricted Subsidiary.

“ Excluded Swap Obligation ” means, with respect to any Loan Party, any Specified Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Specified Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an ECP at the time the Guarantee of such Loan Party or the grant of such security interest becomes effective with respect to such Specified Swap Obligation. If a Specified Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Specified Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f) and (d) any U.S. Federal withholding Taxes imposed under FATCA.

“ Existing Hill-Rom Notes ” means the Borrower’s (x) 7.00% Senior Notes due 2024 in an outstanding principal amount as of the Closing Date of $18.7 million and (y) 6.75% Senior Notes due 2027 in an outstanding principal amount as of the Closing Date of $29.8 million.

“ Extended Revolving Credit Commitment ” has the meaning assigned to such term in Section 2.25 .

“ Extended Revolving Loan ” has the meaning assigned to such term in Section 2.25 .

“ Extended Term Loan ” has the meaning assigned to such term in Section 2.25 .

“ Extending Lender ” has the meaning assigned to such term in Section 2.25 .

“ Extension ” has the meaning assigned to such term in Section 2.25 .

“ Extension Amendment ” has the meaning assigned to that term in Section 2.25 .

“ Facility ” means the respective facility and commitments utilized in making Loans and credit extensions hereunder, it being understood that, as of the Restatement Effective Date there are two Facilities ( i.e ., the Initial Term A Facility and the Initial Revolving Facility) and thereafter, the term “Facility” may include any other Class of Commitments and the extensions of credit thereunder.

“ Fair Market Value ” means with respect to any asset or group of assets on any date of determination, the value of the consideration obtainable in a sale of such asset at such date of determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset. Such value shall be determined in good faith by the Borrower.

“ Farm Agreement ” means that certain Tenants in Common Agreement dated on or about March 21, 2008 between Hill-Rom Company, Inc., an Indiana corporation, and BCC JAWACDAH Holdings, LLC, an Indiana limited liability company.

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and any current or future regulations or official interpretations thereof, any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above) and any intergovernmental agreements (and any related laws or regulations implementing the foregoing).

“ Federal Funds Effective Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it; provided , that, if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ Fee Letters ” means that certain Amended and Restated Fee Letter, dated as of June 16, 2015, by and among the Borrower, Goldman Sachs Bank USA, Goldman Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, PNC Bank, National Association, PNC Capital Markets LLC and Citizens Bank, National Association and that certain Administrative Agent Fee Letter, dated June 26, 2015, by and among the Borrower and the Administrative Agent.

“ Financial Covenants ” means the covenants set forth Section 6.13.

“ Financial Officer ” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.

“ First Amendment ” means that certain First Amendment to the Credit Agreement, dated as of the First Amendment Effective Date, by and among the Borrower, Goldman Sachs Bank USA, the Administrative Agent and Collateral Agent and the lenders party thereto.

“ First Amendment Effective Date ” has the meaning assigned to such term in the First Amendment.

“ First Lien Net Leverage Ratio ” means, as of any date of determination, the ratio of (i) Consolidated First Lien Debt as of such date of determination, minus up to $250,000,000 of unrestricted cash and Cash Equivalents of the Borrower and the Restricted Subsidiaries (other than the proceeds of any Indebtedness being incurred and giving rise to the need to calculate the First Lien Net Leverage Ratio) to (ii) EBITDA of the Borrower for the Reference Period then last ended.

“ Fixed Incremental Incurrence Basket ” has the meaning assigned to such term in Section 2.20.

“ Flood Documentation ” means, with respect to each Mortgaged Property located in the United States of America or any territory thereof, (i) a completed “life-of-loan” Federal Emergency Management Agency standard flood hazard determination (to the extent a Mortgaged Property is located in a Special Flood Hazard Area, together with a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Borrower and the applicable Loan Party relating thereto) and (ii) a copy of, or a certificate as to coverage under, and a declaration page relating to, the insurance policies required by Section 5.06 hereof and the applicable provisions of the Security Documents, each of which shall (A) be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable), (B) name the Collateral Agent, on behalf of the Secured Parties, as additional insured and loss payee/mortgagee, (C) identify the address of each property located in a Special Flood Hazard Area, the applicable flood zone designation and the flood insurance coverage and deductible relating thereto and (D) be otherwise in form and substance reasonably satisfactory to the Collateral Agent.

“ Flood Insurance Laws ” means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (v) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“ Foreign Asset Sale Recovery Event ” has the meaning assigned to such term in Section 2.11(g).

“ Foreign Currencies ” means Agreed Currencies other than Dollars.

“ Foreign Currency Exposure ” has the meaning assigned to such term in Section 2.11(f).

“ Foreign Currency LC Exposure ” means, at any time, the sum of (a) the Dollar Amount of the aggregate undrawn and unexpired amount of all outstanding Foreign Currency Letters of Credit at such time plus (b) the aggregate principal Dollar Amount of all LC Disbursements in respect of Foreign Currency Letters of Credit that have not yet been reimbursed at such time.

“ Foreign Currency Letter of Credit ” means a Letter of Credit denominated in a Foreign Currency.

“ Foreign Currency Sublimit ” means $200,000,000.

“ Foreign Lender ” means (a) if the Borrower is a U.S. Person, a Lender, with respect to such Borrower, that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender, with respect to such Borrower, that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

“ Foreign Subsidiary ” means any Subsidiary that is not a Domestic Subsidiary.

“ Foreign Subsidiary Holdco ” means (a) New US, LLP, so long as such entity owns no material assets other than the Equity Interests of one or more Foreign Subsidiaries and the Welch Allyn Transferred Shares; (b) Hill-Rom Finance Limited Partners, Inc., so long as such entity owns no material assets other than the Equity Interests of one or more Foreign Subsidiaries and/or one or more Foreign Subsidiary Holdcos; and (c) any other Domestic Subsidiary that owns no material assets other than the Equity Interests of one or more Foreign Subsidiaries; provided that in determining whether a Domestic Subsidiary has any “material assets” for purposes of the foregoing, any intercompany Indebtedness held by such Domestic Subsidiary where the obligor is a Foreign Subsidiary or a Foreign Subsidiary Holdco shall be ignored.

“ GAAP ” means generally accepted accounting principles in the United States of America.

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“ Guarantee ” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“ Guaranty Agreement ” means a Guaranty Agreement substantially in the form of Exhibit J made by the Subsidiary Guarantors in favor of the Administrative Agent for the benefit of the Lenders.

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ Hedge Bank ” means the Administrative Agent, Lender or an Affiliate thereof that is a party to a Hedging Agreement with the Borrower or any of its Restricted Subsidiaries and any Person that was an Administrative Agent, a Lender or an Affiliate thereof at the time it entered into a Hedging Agreement with the Borrower or any of its Restricted Subsidiaries.

“ Hedging Agreement ” means any agreement with respect to any swap, forward, future or derivative transaction, or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value, or credit spread transaction, repurchase transaction, reserve repurchase transaction, securities lending transaction, weather index transaction, spot contracts, fixed price physical delivery contracts, or any similar transaction or any combination of these transactions, in each case of the foregoing, whether or not exchange traded.

“ Hillenbrand Family Group ” means the descendants of John A. Hillenbrand and members of such descendants’ families and trusts for the benefit of such Persons.

“ Immaterial Subsidiary ” means any Subsidiary that (a) did not, as of the last day of the fiscal quarter of the Borrower most recently ended for which financial statements have been (or were required to be) delivered pursuant to Section 5.01(a) or Section 5.01(b), have aggregate assets with a value in excess of 5.00% of the Consolidated Total Assets or aggregate revenues representing in excess of 5.00% of total revenues of the Borrower and the Restricted Subsidiaries on a Consolidated basis as of such date, and (b) taken together with all such Immaterial Subsidiaries as of such date, did not have assets with a value in excess of 5.00% of Consolidated Total Assets or revenues representing in excess of 5.00% of total revenues of the Borrower and the Restricted Subsidiaries on a Consolidated basis as of such date.

“ Impacted Interest Period ” has the meaning assigned to such term in the definition of “LIBO Rate.”

“ Increased Amount ” of any Indebtedness means any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness, the accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies.

“ Increasing Lender ” has the meaning assigned to such term in Section 2.20.

“ Incremental Amendment ” has the meaning assigned to such term in Section 2.20.

“ Incremental Equivalent Debt ” has the meaning assigned to such term in Section 6.03(i).

“ Incremental Equivalent Debt Required Terms ” means (A) with respect to any Incremental Equivalent Debt which is in the form of secured bonds, notes or debentures which are secured by Liens on the Collateral on a pari passu basis with the Liens securing the Obligations, such Incremental Equivalent Debt shall (i) be subject to a Permitted First Lien Intercreditor Agreement, (ii) not mature earlier than the Latest Maturity Date (other than customary bridge loans with a maturity date of no longer than one year that are convertible or exchangeable into other instruments that comply with the Incremental Equivalent Debt Required Terms), (iii) not have a shorter Weighted Average Life to Maturity than any of the then outstanding Term Loans (other than customary bridge loans with a maturity date of no longer than one year that are convertible or exchangeable into other instruments that comply with the Incremental Equivalent Debt Required Terms), (iv) not have mandatory prepayment or scheduled prepayment provisions (other than customary asset sale, event of loss or change of control offers and customary acceleration rights after an event of default) that could result in prepayments of such Indebtedness prior to the Latest Maturity Date (other than customary bridge loans with a maturity date of no longer than one year that are convertible or exchangeable into other instruments that comply with the Incremental Equivalent Debt Required Terms), (v) otherwise be on terms no more favorable to lenders of such Indebtedness than the terms and provisions of this Agreement (other than pricing, and except for covenants and events of default applicable only to periods after the Latest Maturity Date) and (vi) not be secured by assets other than Collateral or incurred by entities that are not Loan Parties and must be secured on a pari passu basis with the Liens securing the Obligations, (B) with respect to any Incremental Equivalent Debt (whether in the form of loans, notes, debentures or otherwise) secured by a Lien on the Collateral ranking junior to Liens on the Collateral securing the Obligations, such Incremental Equivalent Debt shall (i) be subject to a Permitted Junior Lien Intercreditor Agreement, (ii) not mature earlier than the Latest Maturity Date (other than customary bridge loans with a maturity date of no longer than one year that are convertible or exchangeable into other instruments that comply with the Incremental Equivalent Debt Required Terms), (iii) not have a shorter Weighted Average Life to Maturity than any of the then outstanding Term Loans (other than customary bridge loans with a maturity date of no longer than one year that are convertible or exchangeable into other instruments that comply with the Incremental Equivalent Debt Required Terms), (iv) not have mandatory prepayment or scheduled prepayment provisions (other than customary asset sale, event of loss or change of control offers and customary acceleration rights after an event of default) that could result in prepayments of such Indebtedness prior to the Latest Maturity Date (other than customary bridge loans with a maturity date of no longer than one year that are convertible or exchangeable into other instruments that comply with the Incremental Equivalent Debt Required Terms), (v) otherwise be on terms no more favorable to lenders of such Indebtedness than the terms and provisions of this Agreement (other than pricing, and except for covenants and events of default applicable only to periods after the Latest Maturity Date) and (vi) not be secured by assets other than Collateral or incurred by entities that are not Loan Parties, and (C) with respect to any unsecured Incremental Equivalent Debt, such Incremental Equivalent Debt shall (i) not mature earlier than the Latest Maturity Date (other than customary bridge loans with a maturity date of no longer than one year that are convertible or exchangeable into other instruments that comply with the Incremental Equivalent Debt Required Terms), (ii) not have a shorter Weighted Average Life to Maturity than any of the then outstanding Term Loans (other than customary bridge loans with a maturity date of no longer than one year that are convertible or exchangeable into other instruments that comply with the Incremental Equivalent Debt Required Terms), (iii) not have mandatory prepayment or scheduled prepayment provisions (other than customary asset sale, event of loss or change of control offers and customary acceleration rights after an event of default) that could result in prepayments of such Indebtedness prior to the Latest Maturity Date (other than customary bridge loans with a maturity date of no longer than one year that are convertible or exchangeable into other instruments that comply with the Incremental Equivalent Debt Required Terms) and (iv) otherwise be on terms no more favorable to lenders of such Indebtedness than the terms and provisions of this Agreement (other than pricing, and except for covenants and events of default applicable only to periods after the Latest Maturity Date).

“ Incremental Facility ” has the meaning assigned to such term in Section 2.20.

“ Incremental Revolving Commitment ” has the meaning assigned to such term in Section 2.20.

“ Incremental Revolving Facility ” has the meaning assigned to such term in Section 2.20.

“ Incremental Revolving Lender ” has the meaning assigned to such term in Section 2.20(a).

“ Incremental Revolving Loan ” has the meaning assigned to such term in Section 2.20.

“ Incremental Term Loan ” has the meaning assigned to such term in Section 2.20.

“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, but only to the extent included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments (including, for the avoidance of doubt, under a Qualified Receivables Facility);

(b) all direct or contingent obligations of such Person arising under unreimbursed payments made under letters of credit (including standby and commercial), bankers’ acceptances and bank guaranties;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable incurred in the ordinary course of business);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) Capital Lease Obligations; and

(g) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation, limited liability company or other limited liability entity) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any capital lease as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“ Ineligible Institution ” has the meaning assigned to such term in Section 9.04(b).

“ Initial Revolving Commitment ” means, with respect to each Revolving Lender, the commitment of such Revolving Lender to make Initial Revolving Loans hereunder. The amount of each Initial Revolving Lender’s Initial Revolving Commitment as of the Restatement Effective Date is set forth on Schedule 2.01 . The aggregate amount of the Initial Revolving Commitments as of the Restatement Effective Date is $700,000,000.

“ Initial Revolving Facility ” means the Initial Revolving Commitments and the Initial Revolving Loans made hereunder from time to time.

“ Initial Revolving Loan ” means a Revolving Loan made (i) pursuant to the Revolving Commitments in effect on the Restatement Effective Date (as the same may be amended from time to time in accordance with this Agreement) or (ii) pursuant to any Incremental Revolving Commitment made on the same terms as (and forming a single Class with) the Revolving Commitments referred to in clause (i) of this definition.

“ Initial Term A Borrowing ” means any Borrowing comprised of Initial Term A Loans.

“ Initial Term A Facility ” means the Initial Term A Loan Commitments and the Initial Term A Loans made hereunder.

“ Initial Term A Facility Maturity Date ” means the fifth anniversary of the Restatement Effective Date.

“ Initial Term A Loan Commitment ” means, with respect to each Term Loan Lender, the commitment of such Term Loan Lender to make Initial Term A Loans hereunder. The amount of each Term Loan Lender’s Initial Term A Loan Commitment as of the Restatement Effective Date is set forth on Schedule 2.01 . The aggregate amount of the Initial Term A Loan Commitments as of the Restatement Effective Date is $1,462,500,000.

“ Initial Term A Loans ” means the Term A Loans made by the Term Loan Lenders to the Borrower on the Restatement Effective Date pursuant to Section 2.01(a) and (b) any Incremental Term A Loans in the form of additional Initial Term A Loans made by the Incremental Term Loan Lenders to the Borrower pursuant to Section 2.20.

“ Intellectual Property ” means the following intellectual property rights: (a) copyrights, registrations and applications for registration thereof, (b) trademarks, service marks, trade names, slogans, domain names, logos, trade dress and registrations and applications of registrations thereof, (c) patents, as well as any reissued and reexamined patents and extensions corresponding to the patents and any patent applications, as well as any related continuation, continuation in part and divisional applications and patents issuing therefrom and (d) trade secrets and confidential information, including ideas, designs, concepts, compilations of information, methods, techniques, procedures, processes and other know-how, whether or not patentable.

“ Intercreditor Agreement ” has the meaning assigned to such term in Article VIII.

“ Interest Coverage Ratio ” means, as of any date of determination, the ratio of (x) EBITDA for the Reference Period then last ended to (y) Consolidated Interest Expense for the Reference Period then last ended.

“ Interest Election Request ” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.08 in the form attached hereto as Exhibit H‑2 .

“ Interest Payment Date ” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last Business Day of each March, June, September and December and the applicable Maturity Date, (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and the applicable Maturity Date and (c) with respect to any Swingline Loan, the day that such Loan is required to be repaid and the Revolving Facility Maturity Date.

“ Interest Period ” means, with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months or, if acceptable to each Lender, twelve months or a period of less than one month thereafter, as the Borrower may elect; provided , that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurocurrency Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, provided further , that the Interest Period for the initial Eurocurrency Borrowings made on the Restatement Effective Date shall be the period commencing on the date of such Borrowing and ending on September 30, 2016. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ Interpolated Rate ” means, at any time, for any Interest Period, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBOR Screen Rate for the longest period (for which the LIBOR Screen Rate is available for the applicable currency) that is shorter than the Impacted Interest Period and (b) the LIBOR Screen Rate for the shortest period (for which the LIBOR Screen Rate is available for the applicable currency) that exceeds the Impacted Interest Period, in each case, at such time. When determining the rate for a period which is less than the shortest period for which the LIBOR Screen Rate is available, the LIBOR Screen Rate for purposes of paragraph (a) above shall be deemed to be the overnight screen rate where “overnight screen rate” means the overnight rate determined by the Administrative Agent from such service as the Administrative Agent may select.

“ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of the Borrower and its Restricted Subsidiaries, intercompany loans, advances, or Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business consistent with past practice) or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“ Investment Grade Securities ” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Issuer and its Subsidiaries;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“ IRS ” means the United States Internal Revenue Service.

“ Issuing Bank ” means JPMorgan Chase Bank, N.A., Citizens Bank, N.A., Bank of America, N.A., PNC Bank, National Association, The Bank of Tokyo – Mitsubishi UFJ, Ltd. and each other Lender designated by the Borrower as an “Issuing Bank” hereunder that has agreed to such designation (and is reasonably acceptable to the Administrative Agent), each in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.06(i). Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“ Joint Lead Arrangers ” means (a) with respect to the Credit Agreement as of the Closing Date, each of Goldman Sachs Bank USA, J.P. Morgan Securities LLC, Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Citizens Bank, N.A. and PNC Bank National Association in its capacity as joint bookrunner and joint lead arranger for the credit facilities evidenced by the Original Credit Agreement and (b) with respect to this Agreement, each of JPMorgan Chase Bank, N.A., Bank of America, N.A., PNC Bank, National Association, Citizens Bank, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd. in its capacity as joint bookrunner and joint lead arranger for the credit facilities evidenced by this Agreement.

“ Junior Debt Restricted Payment ” means, (x) any payment or other distribution (whether in cash, securities or other property), directly or indirectly made by the Borrower or any of its Restricted Subsidiaries, of or in respect of principal of or interest or (y) any redemption, purchase, prepayment, retirement, defeasance or other acquisition for value, in each case, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, in each case, in respect of any unsecured indebtedness or Indebtedness that is by its terms subordinated or junior in right of payment or security to the Obligations (each of the foregoing, a “ Junior Financing ”); provided that the following shall not constitute a Junior Debt Restricted Payment:

(a) Refinancings of any Junior Financing with any Permitted Refinancing Indebtedness permitted to be incurred under Section 6.03;

(b) payments of regularly scheduled interest due thereunder to the extent such payments are not prohibited by the subordination provisions thereof;

(d) payments as part of an applicable high yield discount obligation (“ AHYDO ”) or AHYDO catch-up payment ; or

(e) on or before April 9, 2017, the payment of the Special Mandatory Redemption or the Special Optional Redemption, as applicable, in respect of the 2017 Senior Notes in accordance with the terms of the 2017 Senior Notes Indenture.

“ Junior Financing ” has the meaning assigned to such term in the definition of the term “Junior Debt Restricted Payment.”

“ Latest Maturity Date ” means, at any date of determination, the latest of the latest Revolving Facility Maturity Date and the latest Term Facility Maturity Date, in each case then in effect on such date of determination.

“ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“ LC Collateral Account ” has the meaning assigned to such term in Section 2.06(j).

“ LC Disbursement ” means a payment made by an Issuing Bank pursuant to a Letter of Credit.

“ LC Exposure ” means, at any time, the sum of (a) the aggregate undrawn Dollar Amount of all outstanding Letters of Credit at such time plus (b) the aggregate Dollar Amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.

“ Lenders ” means the Term Lenders and the Revolving Lenders. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

“ Letter of Credit ” means any letter of credit issued pursuant to this Agreement.

“ LIBO Rate ” means, with respect to any Eurocurrency Borrowing denominated in any Agreed Currency and for any applicable Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for such Agreed Currency for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen or, in the event such rate does not appear on either of such Reuters pages, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion (in each case the “ LIBOR Screen Rate ”) at approximately 11:00 a.m., London time, on the Quotation Day for such Agreed Currency and Interest Period; provided that, if the LIBOR Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; provided , further , that if a LIBOR Screen Rate shall not be available at such time for such Interest Period (the “ Impacted Interest Period ”), then the LIBO Rate for such Agreed Currency and such Interest Period shall be the Interpolated Rate; provided , that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. It is understood and agreed that all of the terms and conditions of this definition of “LIBO Rate” shall be subject to Section 2.14.

“ LIBOR Screen Rate ” has the meaning assigned to such term in the definition of “LIBO Rate.”

“ Lien ” means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor.

“ Limited Condition Acquisition ” means any acquisition, including by way of merger, by the Borrower or one or more of its Restricted Subsidiaries, permitted pursuant to this Agreement whose consummation is not conditioned upon the availability of, or on obtaining, third party financing

“ Loan Documents ” means the Original Credit Agreement, this Agreement, the First Amendment, the Second Amendment, any promissory notes issued pursuant to Section 2.10(h), any Letter of Credit applications, the Guaranty Agreement, the Security Documents, each Incremental Amendment, each Refinancing Amendment, each Extension Amendment and any Intercreditor Agreement. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.

“ Loan Parties ” means, collectively, the Borrower and the Subsidiary Guarantors and solely with respect to Articles VII and IX, any entity subject to the Welch Allyn Pledge Agreement.

“ Loans ” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

“ Local Time ” means (i) New York City time in the case of a Loan, Borrowing or LC Disbursement denominated in Dollars and (ii) local time in the case of a Loan, Borrowing or LC Disbursement denominated in a Foreign Currency (it being understood that such local time shall mean London, England time unless otherwise notified by the Administrative Agent).

“ Margin Stock ” has the meaning assigned to such term in Regulation U.

“ Material Adverse Effect ” means any event, circumstance or condition that has had or could reasonably be expected to have a material adverse effect on (a) the business, results of operations or financial condition of the Borrower and the Restricted Subsidiaries, taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to perform each of their respective payment obligations under this Agreement or the other Loan Documents or (c) the rights or remedies of the Administrative Agent and the Lenders thereunder.

“ Material Real Property ” means any parcel of Real Property other than Excluded Real Property located in the United States and having a book value (on a per-property basis) greater than $20,000,000 (as determined by the Borrower in good faith) as of (x) the Closing Date or (y) the date of acquisition, in each case for Real Property then owned in fee simple.

“ Maturity Date ” means the Revolving Facility Maturity Date or the applicable Term Facility Maturity Date, as applicable.

“ Maximum Rate ” has the meaning assigned to such term in Section 9.15.

“ Merger Agreement ” means that certain Agreement and Plan of Merger, dated as of June 16, 2015, as amended by that certain Amendment, dated as of August 27, 2015, by and among the Borrower, Empire Merger Sub Corp. and Welch Allyn.

“ Minimum L/C Collateral Amount ” means, at any time, in connection with any Letter of Credit, an amount equal to 103% of the LC Exposure with respect to such Letter of Credit at such time.

“ MFN Protection ” has the meaning assigned to such term in Section 2.20(b)(ii)(E).

“ Moody’s ” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“ Mortara Acquisition ” means the acquisition by Welch Allyn, Inc. of Mortara Instrument, Inc.

“ Mortgaged Properties ” means the Material Real Properties that are identified as such on Schedule 1.01B (the “ Closing Date Mortgaged Properties ”) and each additional Material Real Property encumbered by a Mortgage pursuant to Section 5.06(b).

“ Mortgages ” means, collectively, the mortgages, trust deeds, deeds of trust, deeds to secure debt, assignments of leases and rents, and other security documents (including amendments to any of the foregoing) delivered with respect to Mortgaged Properties, in form and substance reasonably acceptable to the Collateral Agent (with such changes as are reasonably consented to by the Collateral Agent to account for local law matters which do not materially decrease any rights nor increase any obligations of any Borrower), in each case, as amended, supplemented or otherwise modified from time to time. For the avoidance of doubt, “Mortgages” shall be deemed to include any Additional Mortgages.

“ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“ Net Cash Proceeds ” means:

(a) with respect to any Asset Sale or any Recovery Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Asset Sale or Recovery Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Recovery Event, any insurance proceeds or condemnation awards in respect of such Recovery Event actually received by or paid to or for the account of the Borrower or any Restricted Subsidiary) over (ii) the sum of (A) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness that is secured by the asset subject to such Asset Sale or Recovery Event and that is required to be repaid (and is timely repaid) in connection with such Asset Sale or Recovery Event (other than Indebtedness under the Loan Documents and Indebtedness that is secured by Liens ranking junior to or pari passu with the Liens securing Indebtedness under the Loan Documents), (B) the out-of-pocket fees and expenses (including attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees) actually incurred by the Borrower or such Restricted Subsidiary in connection with such Asset Sale or Recovery Event, (C) taxes paid or reasonably estimated to be actually payable (and, to the extent not actually paid, shall be considered Net Cash Proceeds) in connection therewith (including, for the avoidance of doubt, any income, withholding and other taxes payable as a result of the distribution of such proceeds to the Borrower), and (D) any reserve for adjustment in respect of (x) the sale price of such asset or assets established in accordance with GAAP and (y) any liabilities associated with such asset or assets and retained by the Borrower or any Restricted Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or with respect to any indemnification obligations associated with such transaction, it being understood that “Net Cash Proceeds” shall include (i) any cash or Cash Equivalents received upon the Disposition of any non-cash consideration by the Borrower or any Restricted Subsidiary in any such Disposition and (ii) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in clause (D) above or if such liabilities have not been satisfied in cash and such reserve is not reversed within 365 days after such Asset Sale or Recovery Event, the amount of such reserve; and

(b) with respect to the incurrence or issuance of any Indebtedness by the Borrower or any Restricted Subsidiary, the excess, if any, of (x) the sum of the cash received in connection with such incurrence or issuance over (y) the investment banking fees, underwriting discounts, commissions, costs and other out-of-pocket fees and expenses (including attorneys’ fees, other customary expenses and brokerage, consultant, accountant and other customary fees) actually incurred by the Borrower or such Restricted Subsidiary in connection with such incurrence or issuance.

“ Net Income ” means, with reference to any period, the net income (or loss) of the Borrower and its Restricted Subsidiaries calculated in accordance with GAAP on a consolidated basis (without duplication) for such period; provided that there shall be excluded any income (or loss) of any Person other than the Borrower or a Restricted Subsidiary, but any such income so excluded may be included in such period or any later period to the extent of any cash dividends or distributions actually paid in the relevant period to the Borrower or any wholly-owned Restricted Subsidiary of the Borrower.

“ New LuxCo ” means a Luxembourg entity newly formed by Borrower and sold to Welch Allyn, Inc., which holds the Welch Allyn Intercompany Note, unless such holder is a Loan Party.

“ New US, LLP ” means a Delaware limited liability partnership newly formed to effectuate the Welch Allyn Recapitalization.

“ Obligations ” means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), obligations and liabilities of any of the Borrower and the Guarantors to any of the Lenders, the Administrative Agent, any Issuing Bank or any indemnified party, individually or collectively, existing on the Closing Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under this Agreement or any of the other Loan Documents or in respect of any of the Loans made or reimbursement or other obligations incurred or any of the Letters of Credit or other instruments at any time evidencing any thereof.

“ OFAC ” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“ Original Credit Agreement ” has the meaning assigned to such term in the recitals of this Agreement.

“ Original Currency ” has the meaning assigned to it in Section 2.18(a).

“ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“ Other Revolving Facilities ” means the Other Revolving Commitments and Other Revolving Loans made thereunder.

“ Other Revolving Commitments ” means, collectively, (a) Incremental Revolving Commitments, (b) Replacement Revolving Commitments and (c) Extended Revolving Credit Commitments.

“ Other Revolving Loans ” means, collectively, (a) Incremental Revolving Loans, (b) Replacement Revolving Loans and (c) Extended Revolving Loans.

“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19).

“ Other Term Facilities ” means the Other Term Loans made thereunder.

“ Other Term Loans ” means, collectively, (a) Incremental Term Loans (other than Incremental Term Loans incurred as an increase to the Initial Term A Loans), (b) Refinancing Term Loans and (c) Extended Term Loans.

“ Other Term Loan Installment Date ” has the meaning assigned to it in Section 2.10(d).

“ Overnight Foreign Currency Rate ” means, for any amount payable in a Foreign Currency, the rate of interest per annum as determined by the Administrative Agent at which overnight or weekend deposits in the relevant currency (or if such amount due remains unpaid for more than three (3) Business Days, then for such other period of time as the Administrative Agent may elect) for delivery in immediately available and freely transferable funds would be offered by the Administrative Agent to major banks in the interbank market upon request of such major banks for the relevant currency as determined above and in an amount comparable to the unpaid principal amount of the related Credit Event, plus any taxes, levies, imposts, duties, deductions, charges or withholdings imposed upon, or charged to, the Administrative Agent by any relevant correspondent bank in respect of such amount in such relevant currency.

“ Parent ” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

“ Participant ” has the meaning assigned to such term in Section 9.04(c).

“ Participant Register ” has the meaning assigned to such term in Section 9.04(c).

“ Participating Member State ” means any member state of the European Union that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Union relating to economic and monetary union.

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“ Pension Plan ” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

“ Permitted Acquisition ” has the meaning assigned to such term in Section 6.02 .

“ Permitted Bi-Lateral Letter of Credit Facility ” means a bi-lateral letter of credit facility among a Permitted Bi-Lateral Letter of Credit Issuer and the Borrower and/or any of the Restricted Subsidiaries; provided that such facility does not exceed an aggregate principal amount of $25,000,000.

“ Permitted Bi-Lateral Letter of Credit Issuer ” means the Administrative Agent (or any of its affiliates) or any other Lender.

“ Permitted First Lien Intercreditor Agreement ” means, with respect to any Liens on Collateral that are intended to be equal and ratable with the Liens securing the Initial Term Loans (and other Secured Obligations that are secured by Liens on the Collateral ranking equally and ratably with the Liens securing the Initial Term Loans), one or more intercreditor agreements, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

“ Permitted Investments ” has the meaning assigned to such term in Section 6.08.

“ Permitted Junior Intercreditor Agreement ” means, with respect to any Liens on Collateral that are intended to be junior to any Liens securing the Initial Term Loans (and other Secured Obligations that are secured by Liens on the Collateral ranking equally and ratably with the Liens securing the Initial Term Loans), one or more intercreditor agreements, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

“ Permitted Liens ” has the meaning assigned to such term in Section 6.01.

“ Permitted Receivables Facility Assets ” means (i) Receivables Assets (whether now existing or arising in the future) of the Borrower and its Subsidiaries which are transferred, sold and/or pledged to a Receivables Entity or a bank, other financial institution or a commercial paper conduit or other conduit facility established and maintained by a bank or other financial institution, pursuant to a Qualified Receivables Facility and any related Permitted Receivables Related Assets which are also so transferred, sold and/or pledged to such Receivables Entity, bank, other financial institution or commercial paper conduit or other conduit facility, and all proceeds thereof and (ii) loans to the Borrower and its Subsidiaries secured by Receivables Assets (whether now existing or arising in the future) and any Permitted Receivables Related Assets of the Borrower and its Subsidiaries which are made pursuant to a Qualified Receivables Facility.

“ Permitted Receivables Facility Documents ” means each of the documents and agreements entered into in connection with any Qualified Receivables Facility, including all documents and agreements relating to the issuance, funding and/or purchase of certificates and purchased interests or the incurrence of loans, as applicable, in each case as such documents and agreements may be amended, modified, supplemented, refinanced or replaced from time to time so long as the relevant Qualified Receivables Facility would still meet the requirements of the definition thereof after giving effect to such amendment, modification, supplement, refinancing or replacement.

“ Permitted Receivables Related Assets ” means any other assets that are customarily transferred, sold and/or pledged or in respect of which security interests are customarily granted in connection with asset securitization transactions involving receivables similar to Receivables Assets and any collections or proceeds of any of the foregoing (including, without limitation, lock-boxes, deposit accounts, records in respect of Receivables Assets and collections in respect of Receivables Assets).

“ Permitted Refinancing Indebtedness ” means any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, to “ Refinance ”), the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided , that (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses), (b) the final maturity date of such Permitted Refinancing Indebtedness is on or after the final maturity date of the Indebtedness being Refinanced and (ii) the Weighted Average Life to Maturity of such Permitted Refinancing Indebtedness is greater than or equal to the Weighted Average Life to Maturity of the Indebtedness being Refinanced, (c) if the Indebtedness being Refinanced is unsecured, such Permitted Refinancing Indebtedness shall be unsecured, (d) if the Indebtedness being Refinanced is by its terms subordinated in right of payment to any Secured Obligations, such Permitted Refinancing Indebtedness shall be subordinated in right of payment to such Secured Obligations on terms in the aggregate not materially less favorable to the Lenders as those contained in the documentation governing the Indebtedness being Refinanced (as determined by the Borrower in good faith), (e) no Permitted Refinancing Indebtedness shall have any borrower which is different than the borrower of the respective Indebtedness being so Refinanced or have guarantors that are not (or would not have been required to become) guarantors with respect to the Indebtedness being so Refinanced, (f) if the Indebtedness being Refinanced is secured (and permitted to be secured under this Agreement), such Permitted Refinancing Indebtedness may be secured only by Liens (x) on the same (or any subset of the) assets so secured (or would have been required to secure) by the Indebtedness being Refinanced and (y) on the same terms and with the same priority (or junior priority) as the Indebtedness being Refinanced, (g) such Refinancing shall be at a price no less than par if, at the time of such Refinancing, an Event of Default shall have occurred and be continuing, (h) if the Indebtedness being Refinanced is to be secured by the Collateral, the Permitted Refinancing Indebtedness shall likewise be subject to a Permitted First Lien Intercreditor Agreement or a Permitted Junior Intercreditor Agreement, as applicable, (i) there shall be no scheduled repayment, mandatory redemption or repayment or sinking fund obligations prior to the earlier of (x) the final maturity date of the Indebtedness being Refinanced and (y) the 91 ^st day following the Latest Maturity Date in effect at the time of such incurrence thereof (other than customary offers to repurchase or mandatory prepayment provisions upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default) and (j) the other terms and conditions (including, if applicable, as to collateral but excluding as to subordination, interest rate and redemption premium) of any such Permitted Refinancing Indebtedness, taken as a whole, are not materially less favorable to the lenders providing such Permitted Refinancing Indebtedness than the terms and conditions of the Indebtedness being Refinanced (other than pricing, and except for covenants and events of default applicable only to periods after the Latest Maturity Date); provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Permitted Refinancing Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Permitted Refinancing Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement, shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“ Platform ” means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.

“ Pledged Collateral ” has the meaning assigned to such term in the Security Agreement.

“ Pounds Sterling ” means the lawful currency of the United Kingdom.

“ Prepayment Asset Sale ” means any Asset Sale (or a portion thereof) made pursuant to Section 6.05(f), (h) (to the extent such Asset Sale is of assets that are not core or principal in the business of the Borrower or its Restricted Subsidiaries), (i) or (k), to the extent that the aggregate Net Cash Proceeds of all such Asset Sales and Recovery Events during any fiscal year exceed $30,000,000 (the “ Annual Deductible Amount ”) after giving effect to such Asset Sale. For the avoidance of doubt, once the Net Cash Proceeds of all Asset Sales and Recovery Events exceed the Annual Deductible Amount, any amounts in excess thereof shall be considered Prepayment Asset Sales.

“ Prime Rate ” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City.

“ Pro Forma Financial Statements ” means the pro forma consolidated balance sheet and related pro forma consolidated statements of income and cash flows of the Borrower as of and for the twelve month period ending June 30, 2015, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements) prepared in compliance with Regulation S‑X of the Securities Act of 1933, as amended.

“ Pro Rata Extension Offers ” has the meaning assigned to such term in Section 2.25.

“ Purchase Offer ” has the meaning assigned to such term in Section 2.24(a).

“ Qualified Equity Interests ” means any Equity Interest other than Disqualified Stock.

“ Qualified Receivables Facility ” means a receivables or factoring facility or facilities created under the Permitted Receivables Facility Documents and which is designated as a “Qualified Receivables Facility” (as provided below), providing for the transfer, sale and/or pledge by a Borrower and/or one or more other Receivables Sellers of Permitted Receivables Facility Assets (thereby providing financing to such Borrower and/or the Receivables Sellers) to (i) a Receivables Entity (either directly or through another Receivables Seller), which in turn shall transfer, sell and/or pledge interests in the respective Permitted Receivables Facility Assets to third-party lenders or investors pursuant to the Permitted Receivables Facility Documents in return for the cash used by such Receivables Entity to acquire the Permitted Receivables Facility Assets from such Borrower and/or the respective Receivables Sellers or (ii) a bank or other financial institution, which in turn shall finance the acquisition of the Permitted Receivables Facility Assets through a commercial paper conduit or other conduit facility, or directly to a commercial paper conduit or other conduit facility established and maintained by a bank or other financial institution that will finance the acquisition of the Permitted Receivables Facility Assets through the commercial paper conduit or other conduit facility, in each case, either directly or through another Receivables Seller, so long as, in the case of each of clause (i) and clause (ii), no portion of the Indebtedness or any other obligations (contingent or otherwise) under such receivables facility or facilities (x) is guaranteed by the Borrower or any Subsidiary (excluding guarantees of obligations pursuant to Standard Securitization Undertakings), (y) is recourse to or obligates the Borrower or any other Subsidiary in any way (other than pursuant to Standard Securitization Undertakings) or (z) subjects any property or asset (other than Permitted Receivables Facility Assets, Permitted Receivables Related Assets or the Equity Interests of any Receivables Entity) of the Borrower or any other Subsidiary (other than a Receivables Entity), directly or indirectly, contingently or otherwise, to the satisfaction thereof (other than pursuant to Standard Securitization Undertakings). Any such designation shall be evidenced to the Administrative Agent by filing with the Administrative Agent a certificate signed by a Financial Officer of the Borrower certifying that, to the best of such officer’s knowledge and belief after consultation with counsel, such designation complied with the foregoing conditions.

“ Quotation Day ” means, with respect to any Eurocurrency Borrowing for any Interest Period, (i) if the currency is Pounds Sterling, the first day of such Interest Period, (ii) if the currency is euro, the day that is two (2) TARGET2 Days before the first day of such Interest Period, and (iii) for any other currency, two (2) Business Days prior to the commencement of such Interest Period (unless, in each case, market practice differs in the relevant market where the LIBO Rate for such currency is to be determined, in which case the Quotation Day will be determined by the Administrative Agent in accordance with market practice in such market (and if quotations would normally be given on more than one day, then the Quotation Day will be the last of those days)).

“ Ratio Based Incremental Incurrence Basket ” has the meaning assigned to that term in Section 2.20.

“ Real Estate SPE ” means a wholly owned domestic Subsidiary of the Borrower formed for the sole purpose of holding interests in Real Property; provided that (i) any Subsidiary of the Borrower that holds a Mortgaged Property or Real Property that is required to be Mortgaged Property under this Agreement shall not be a Real Estate SPE and (ii) any Real Estate SPE that complies with the applicable requirements of Section 5.12 shall cease to be a Real Estate SPE. Each Real Estate SPE existing on the Closing Date is identified on Schedule 1.01C .

“ Real Property ” means, collectively, all right, title and interest (including any leasehold estate) in and to any and all parcels of or interests in real property owned in fee simple or leased by any Loan Party, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, incidental to the ownership, lease or operation thereof.

“ Receivables Assets ” means any right to payment created by or arising from sales of goods, lease of goods or the rendition of services rendered no matter how evidenced whether or not earned by performance (whether constituting accounts, general intangibles, chattel paper or otherwise).

“ Receivables Entity ” means any direct or indirect wholly owned Subsidiary of the Borrower which engages in no activities other than in connection with the financing of accounts receivable of the Receivables Sellers and which is designated (as provided below) as a “Receivables Entity” (a) with which neither the Borrower nor any of its Subsidiaries has any contract, agreement, arrangement or understanding (other than pursuant to the Permitted Receivables Facility Documents (including with respect to fees payable in the ordinary course of business in connection with the servicing of accounts receivable and related assets)) on terms less favorable to the Borrower or such Subsidiary than those that might be obtained at the time from persons that are not Affiliates of the Borrower (as determined by the Borrower in good faith) and (b) to which neither the Borrower nor any other Subsidiary has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results (other than pursuant to Standard Securitization Undertakings). Any such designation shall be evidenced to the Administrative Agent by filing with the Administrative Agent an officer’s certificate of the Borrower certifying that, to the best of such officer’s knowledge and belief after consultation with counsel, such designation complied with the foregoing conditions.

“ Receivables Seller ” means the Borrower or those Subsidiaries that are from time to time party to the Permitted Receivables Facility Documents (other than any Receivables Entity).

“ Recipient ” means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, as applicable.

“ Recovery Event ” means any event (or portion thereof) that gives rise to the receipt by the Borrower or any of its Restricted Subsidiaries of any insurance proceeds or condemnation awards in respect of any assets or property (including, without limitation, Real Property (including any improvements thereon), but excluding any proceeds from business interruption insurance) to the extent that the aggregate Net Cash Proceeds of all such events and Prepayment Asset Sales during any fiscal year exceed the Annual Deductible Amount after giving effect to such Recovery Event. For the avoidance of doubt, once the Net Cash Proceeds of all Asset Sales and Recovery Events exceed the Annual Deductible Amount, any amounts in excess thereof shall be considered Recovery Events.

“ Reference Bank Rate ” means the arithmetic mean of the rates (rounded upwards to four decimal places) supplied to the Administrative Agent at its request by the Reference Banks (as the case may be) as of the applicable time on the Quotation Day for Loans in the applicable currency and the applicable Interest Period as the rate at which the relevant Reference Bank could borrow funds in the London (or other applicable) interbank market in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers in reasonable market size in that currency and for that period.

“ Reference Banks ” means the principal London (or other applicable) office of JPMorgan Chase Bank, N.A. and such other banks as may be appointed by the Administrative Agent in consultation with the Borrower. No Lender shall be obligated to be a Reference Bank without its consent.

“ Reference Period ” has the meaning assigned to such term in the definition of the term “EBITDA”.

“ Refinance ” has the meaning assigned to such term in the definition of the term “Permitted Refinancing Indebtedness,” and “ Refinanced ” and “ Refinancing ” shall have meanings correlative thereto.

“ Refinancing Amendment ” has the meaning assigned to that term in Section 2.23(e).

“ Refinancing Effective Date ” has the meaning assigned to such term in Section 2.23(a).

“ Refinancing Notes ” means any secured or unsecured notes or loans issued by the Borrower or any Subsidiary Guarantor (whether under an indenture, a credit agreement or otherwise) and the Indebtedness represented thereby; provided , that (a) 100% of the Net Cash Proceeds of such Refinancing Notes are used to permanently reduce Loans and/or replace Commitments substantially simultaneously with the issuance thereof; (b) the principal amount (or accreted value, if applicable) of such Refinancing Notes does not exceed the principal amount (or accreted value, if applicable) of the aggregate portion of the Loans so reduced and/or Commitments so replaced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses); (c) the final maturity date of such Refinancing Notes is on or after the Term Facility Maturity Date or the Revolving Facility Maturity Date, as applicable, of the Term Loans so reduced or the Revolving Credit Commitments so replaced; (d) the Weighted Average Life to Maturity of such Refinancing Notes is greater than or equal to the Weighted Average Life to Maturity of the Term Loans so repaid or the Revolving Credit Commitments so replaced; (e) the terms of such Refinancing Notes do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Term Facility Maturity Date of the Term Loans so reduced or the Revolving Facility Maturity Date of the Revolving Credit Commitments so replaced, as applicable (other than (x) in the case of notes, customary offers to repurchase or mandatory prepayment provisions upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default and (y) in the case of term loans secured by Collateral on a pari passu basis with the Term Loans outstanding, amortization substantially similar to the Term Loans or Revolving Credit Commitments so replaced or refinanced and mandatory and voluntary prepayment provisions which are, when taken as a whole, consistent in all material respects with, or not materially more favorable to the lenders providing such Refinancing Notes than, those applicable to the Term Loans being refinanced, and allocated on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) with the Term Loans outstanding under this Agreement (other than mandatory prepayments pursuant to Section 2.11(d)) and in the case of unsecured loans or loans secured by Collateral on a junior priority basis relative to the Liens securing the Term Loans outstanding, customary mandatory prepayment provisions upon asset sales or events of loss and customary acceleration rights after an event of default); (f) there shall be no obligor with respect thereto that is not a Loan Party; (g) if such Refinancing Notes are secured (x) it may only be secured by Collateral (y) it must be subject to the provisions of a Permitted First Lien Intercreditor Agreement or a Permitted Junior Intercreditor Agreement, as applicable and (z) it may only be secured by a Lien on the Collateral that is pari passu with or junior to the Lien on the Collateral securing the Indebtedness refinanced or replaced and (j) all other terms applicable to such Refinancing Notes (other than provisions relating to original issue discount, upfront fees, interest rates and any other pricing terms (which original issue discount, upfront fees, interest rates and other pricing terms shall not be subject to the provisions set forth in this clause (j) (other than pricing, and except for covenants and events of default applicable only to periods after the Latest Maturity Date)) taken as a whole shall (as determined by the Borrower in good faith) be substantially similar to, or not materially more favorable to the lenders providing such Refinancing Notes then, the terms, taken as a whole, applicable to the Term Loans or the Revolving Credit Commitments so replaced or refinanced (except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date).

“ Refinancing Payoffs ” has the meaning assigned to such term in Section 4.01(j) of the Original Credit Agreement.

“ Refinancing Term Loans ” has the meaning assigned to such term in Section 2.23(a).

“ Register ” has the meaning assigned to such term in Section 9.04.

“ Regulation T ” means Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“ Regulation U ” means Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“ Regulation X ” means Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“ Replacement Revolving Commitments ” has the meaning assigned to such term in Section 2.23(c).

“ Replacement Revolving Facility ” has the meaning assigned to such term in Section 2.23(c).

“ Replacement Revolving Facility Effective Date ” has the meaning assigned to such term in Section 2.23(c).

“ Replacement Revolving Loans ” has the meaning assigned to such term in Section 2.23(c).

“ Reportable Event ” means any “reportable event,” as defined in Section 4043 of ERISA, other than an event for which the 30-day notice period has been waived.

“ Required Lenders ” means, at any time, Lenders having Credit Exposures and unused Commitments representing more than 50% of the sum of the total Credit Exposures and unused Commitments at such time.

“ Required Percentage ” means, with respect to any Excess Cash Flow Period, 50%; provided that, if the First Lien Net Leverage Ratio as of the end of such Excess Cash Flow Period is (x) less than or equal to 3.00:1.00 but greater than 2.50:1.00, such percentage shall be 25% or (y) less than or equal to 2.50:1.00, such percentage shall be 0%.

“ Required Revolving Lenders ” means, at any time Revolving Lenders having Credit Exposures in respect of Revolving Loans and unused Revolving Commitments representing more than 50% of the sum of the total Credit Exposures in respect of Revolving Loans and unused Revolving Commitments at such time.

“ Requirement of Law ” means, as to any Person, any law, treaty, rule, regulation, statute, order, ordinance, decree, judgment, consent decree, writ, injunction, settlement agreement or governmental requirement enacted, promulgated or imposed or entered into or agreed by any Governmental Authority, in each case applicable to or binding upon such person or any of its property or assets or to which such person or any of its property or assets is subject.

“ Responsible Officer ” means the chief financial officer, treasurer, assistant treasurer or any authorized Senior Vice President or Vice President of the Borrower. Any document delivered hereunder that is signed by a Responsible Officer of the Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower.

“ Restatement Effective Date ” shall mean the first date on which the conditions set forth in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“ Restatement Effective Date Refinancing ” has the meaning assigned to such term in the recitals to this Agreement.

“ Restatement Transaction Costs ” means all fees, expenses and other amounts incurred or paid by or on behalf of the Borrower or any other Loan Parties in connection with the Restatement Transactions.

“ Restatement Transactions ” means, collectively, (a) the amendment and restatement of the Original Credit Agreement, including the execution and delivery of this Agreement and any Loan Documents contemplated thereby, (b) the Borrowing of Loans on the Restatement Effective Date, (c) the Restatement Effective Date Refinancing, (d) the payment of the Restatement Transaction Costs and (e) all other transactions contemplated in connection with any of the foregoing.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other equity interest of the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other equity interest or of any option, warrant or other right to acquire any such capital stock or other equity interest, or on account of any return of capital to the Borrower’s stockholders, partners or members (or the equivalent Persons thereof) or any Junior Debt Restricted Payment.

“ Restricted Subsidiary ” means any Subsidiary of Borrower other than an Unrestricted Subsidiary.

“ Retained Declined Proceeds ” has the meaning assigned to such term in Section 2.11(i).

“ Revolving Commitment ” means the commitment of a Revolving Lender to make Revolving Loans, including Initial Revolving Loans and/or Other Revolving Loans, and/or purchase participations in Letters of Credit hereunder, in each case, as set forth in Schedule 2.01 or in an Incremental Amendment, Extension Amendment or Refinancing Amendment.

“ Revolving Credit Exposure ” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure and Swingline Exposure at such time.

“ Revolving Facility Maturity Date ” means, as the context may require, (a) with respect to the Revolving Facility in effect on the Restatement Effective Date, the fifth anniversary of the Restatement Effective Date and (b) with respect to any other Classes of Revolving Credit Commitments, the maturity dates specified therefor in the applicable Incremental Amendment, Extension Amendment or Refinancing Amendment.

“ Revolving Lender ” means, as of any date of determination, each Lender that has a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Revolving Credit Exposure.

“ Revolving Loan ” means a Loan by a Revolving Lender made pursuant to Section 2.01(a) including Initial Revolving Loans and Other Revolving Loans.

“ S&P ” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“ Sale Leaseback ” means any transaction or series of related transactions pursuant to which the Borrower or any Restricted Subsidiary (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or disposed of.

“ Sanctioned Country ” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria).

“ Sanctioned Person ” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union or any European Union member state, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).

“ Sanctions ” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom.

“ SEC ” means the United States Securities and Exchange Commission.

“ Second Amendment ” means that certain Second Amendment to the Credit Agreement, dated as of the Second Amendment Effective Date, by and among the Borrower, the Administrative Agent and the lenders party thereto.

“ Second Amendment Effective Date ” has the meaning assigned to such term in the Second Amendment.

“ Secured Cash Management Agreement ” means any Cash Management Agreement that is entered into by and between the Borrower or any Restricted Subsidiary and any Cash Management Bank, including any such Cash Management Agreement that is in effect on the Closing Date, unless when entered into such Cash Management Agreement is designated in writing by the Borrower and such Cash Management Bank to the Administrative Agent to not be included as a Secured Cash Management Agreement.

“ Secured Hedge Agreement ” means any Hedging Agreement that is entered into by and between the Borrower or any Restricted Subsidiary and any Hedge Bank, including any such Hedging Agreement that is in effect on the Closing Date, unless when entered into such Hedging Agreement is designated in writing by the Borrower and such Hedge Bank to the Administrative Agent to not be included as a Secured Hedge Agreement. Notwithstanding the foregoing, for all purposes of the Loan Documents, any Guarantee of, or grant of any Lien to secure, any obligations in respect of a Secured Hedge Agreement by a Subsidiary Guarantor shall not include any Excluded Swap Obligations with respect to such Subsidiary Guarantors.

“ Secured Parties ” means, collectively, the Administrative Agent, the Collateral Agent, each Lender, each Issuing Bank, each Hedge Bank that is party to any Secured Hedge Agreement, each Cash Management Bank that is party to any Secured Cash Management Agreement, any Permitted Bi-Lateral Letter of Credit Issuer and each sub-agent appointed pursuant to Article VIII hereof by the Administrative Agent with respect to matters relating to the Loan Documents or by the Collateral Agent with respect to matters relating to any Security Document.

“ Secured Net Leverage Ratio ” means, as of any date of determination, the ratio of (i) Consolidated Secured Debt as of such date of determination, minus up to $250,000,000 of unrestricted cash and Cash Equivalents of the Borrower and the Restricted Subsidiaries (other than the proceeds of any Indebtedness being incurred and giving rise to the need to calculate the Secured Net Leverage Ratio) to (ii) EBITDA of the Borrower for the Reference Period then last ended.

“ Secured Obligations ” means, collectively, (a) the Obligations, (b) obligations in respect of any Permitted Bi-Lateral Letter of Credit Facility, (c) obligations in respect of any Secured Cash Management Agreement and (d) obligations in respect of any Secured Hedge Agreement; provided that the Secured Obligations shall exclude any Excluded Swap Obligations, including, in each case, all interest and other monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding.

“ Security Agreement ” means the Pledge and Security Agreement dated as of the Closing Date, as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, among the Borrower, each Subsidiary Guarantor and the Collateral Agent.

“ Security Documents ” means and include each of the Security Agreement, the Welch Allyn Pledge Agreement, each Mortgage and each other security agreement, pledge agreement or other instruments or documents executed and delivered to grant (or which purports to grant) or perfect a security interest in any property as collateral for the Secured Obligations.

“ Seller Equity ” means the issuance of the specified number of shares of common stock by the Borrower to certain existing stockholders of Welch Allyn as set forth in the 2015 Registration Statement.

“ Special Mandatory Redemption ” has the meaning assigned to such term in the 2017 Senior Notes Indenture.

“ Special Optional Redemption ” has the meaning assigned to such term in the 2017 Senior Notes Indenture.

“ Special Flood Hazard Area ” has the meaning assigned to such term in Section 5.06(c).

“ Specified Equity Contribution ” means any cash contribution to the common equity of the Borrower and/or any purchase or investment in common Qualified Equity Interests of the Borrower or otherwise in a form reasonably acceptable to the Administrative Agent.

“ Specified Holding Company ” means any Subsidiary of the Borrower that is required, pursuant to the terms of Section 6.03(h)(ii) , to comply with the requirements of Section 6.11 , but only so long as such compliance is required. The Borrower agrees and acknowledges that as of the Closing Date, Hill-Rom Finance Limited Partner, Inc. is required, pursuant to the terms of Section 6.03(h)(ii) , to comply with the requirements of Section 6.11 . On the Welch Allyn Equity Transfer Date, New LuxCo shall automatically be designated a Specified Holding Company without further action by the Borrower and will be required to comply with the requirements of Section 6.11 .

“ Specified Representations ” means the representations and warranties of the Borrower set forth in Section 3.01(i), Section 3.01(ii)(B) (as it relates to power and authority), Section 3.02(a)(i), 3.02(a)(ii)(A), 3.02(a)(ii)(B)(x) (as it relates to contractual obligations in respect of Indebtedness in excess of $100,000,000), Section 3.04, Section 3.13, Section 3.16, Section 3.18 (subject to the last paragraph in the definition of Collateral and Guarantee Requirement) and Section 3.19.

“ Specified Swap Obligation ” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated thereunder.

“ Standard Securitization Undertakings ” means representations, warranties, covenants and indemnities entered into by the Borrower or any Subsidiary thereof in connection with a Qualified Receivables Facility which are reasonably customary (as determined in good faith by the Borrower) in an accounts receivable financing transaction in the commercial paper, term securitization or structured lending market.

“ Statutory Reserve Rate ” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve, liquid asset, fees or similar requirements (including any marginal, special, emergency or supplemental reserves or other requirements) established by any central bank, monetary authority, the Board, the Financial Conduct Authority, the Prudential Regulation Authority, the European Central Bank or other Governmental Authority for any category of deposits or liabilities customarily used to fund loans in the applicable currency, expressed in the case of each such requirement as a decimal. Such reserve, liquid asset, fees or similar requirements shall include those imposed pursuant to Regulation D of the Board. Eurocurrency Loans shall be deemed to be subject to such reserve, liquid asset, fee or similar requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under any applicable law, rule or regulation, including Regulation D of the Board. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve, liquid asset or similar requirement.

“ Subordinated Indebtedness ” means any Indebtedness of the Borrower or any Restricted Subsidiary the payment of which is subordinated to payment of the obligations under the Loan Documents.

“ subsidiary ” means, with respect to any Person (the “ parent ”) at any date, any corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, Controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“ Subsidiary ” means any subsidiary of the Borrower.

“ Subsidiary Guarantor ” means each Subsidiary that is a party to the Guaranty Agreement; provided, however, that no Excluded Subsidiary shall be required to be a Subsidiary Guarantor.

“ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.

“ Swap Obligations ” means any and all obligations of the Borrower or any Subsidiary, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all Swap Contracts permitted hereunder with a Lender or an Affiliate of a Lender, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any such Swap Contract transaction.

“ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in subsection (a), the amount(s) determined as the market-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“ Swingline Exposure ” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time.

“ Swingline Lender ” means JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans hereunder.

“ Swingline Loan ” means a Loan made pursuant to Section 2.05.

“ TARGET2 ” means the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET2) payment system (or, if such payment system ceases to be operative, such other payment system (if any) reasonably determined by the Administrative Agent to be a suitable replacement) for the settlement of payments in euro.

“ TARGET2 Day ” means a day that TARGET2 is open for the settlement of payments in euro.

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Termination Date ” means the date on which (a) all Commitments shall have been terminated, (b) the principal of and interest on each Loan, all fees owed under this Agreement and all other Obligations, expenses or amounts payable under any Loan Document shall have been paid in full in cash (other than in respect of contingent indemnification and expense reimbursement claims not then due), and (c) all Letters of Credit (other than those that have been cash collateralized with the minimum L/C Collateral Amount in a manner consistent with Section 2.06(j) and reasonably acceptable to the Issuing Bank) have been cancelled or have expired and all amounts drawn or paid thereunder have been reimbursed in full in cash and all L/C Disbursements shall have been reimbursed.

“ Term Lender ” means a Lender party hereto having a Term Commitment or holding a Term Loan or an Other Term Loan.

“ Term Loan ” means (a) an Initial Term A Loan or (b) an Other Term Loan.

“ Term Facility Maturity Date ” means the (a) Initial Term A Facility Maturity Date and (b) with respect to any other Class of Term Loans, the maturity dates specified therefor in the applicable Incremental Amendment, Extension Amendment or Refinancing Amendment, as applicable.

“ Term Loan Commitment ” means the commitment of a Term Loan Lender to make Term Loans, including Initial Term A Loans and/or Other Term Loans, in each case, as set forth on Schedule 2.01 .

“ Term Loan Installment Date ” means an Initial Term A Loan Installment Date and an Other Term Loan Installment Date.

“ Title Insurer ” has the meaning assigned to such term in the definition of the term “Collateral and Guarantee Requirement.”

“ Total Net Leverage Ratio ” means, as of any date of determination, the ratio of (i) Consolidated Total Debt as of such date of determination, minus up to $250,000,000 of unrestricted cash and Cash Equivalents of the Borrower and the Restricted Subsidiaries (other than the proceeds of any Indebtedness being incurred and giving rise to the need to calculate the Total Net Leverage Ratio) to (ii) EBITDA of the Borrower for the Reference Period then last ended.

“ Transaction Expenses ” means (a) any fees or expenses incurred or paid by the Borrower or any Restricted Subsidiary in connection with the Transactions and (b) any transaction expenses and any fees, costs, expenses or charges related to any actual, proposed or contemplated issuance or registration of an offering of Equity Interests or any Investment, acquisition, disposition, recapitalization, or the incurrence or registration of Indebtedness, in each case, whether or not consummated or successful (including any amendment, waiver or other modification of any of the documentation for any of the foregoing).

“ Transactions ” means the Acquisition (and the consummation of the other transactions in connection therewith), the Refinancing Payoffs, the issuance and sale of the 2023 Hill-Rom Notes, the issuance of the Seller Equity, the payment of the Transaction Expenses, the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, the borrowing of Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

“ Transformative Acquisition ” means any acquisition by the Borrower or any Restricted Subsidiary that (i) is not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Restricted Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.

“ Type ,” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“ Unaudited Financial Statements ” means (i) U.S. GAAP unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower for the fiscal quarters ending December 31, 2014, March 31, 2015 and June 30, 2015 and (ii) U.S. GAAP unaudited consolidated balance sheets and related statements of income and cash flows of Welch Allyn for the fiscal quarters ending April 4, 2015 and July 4, 2015, in each case, delivered to the Joint Lead Arrangers on or before the Closing Date.

“ Uniform Commercial Code ” or “ UCC ” means the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws of which are required to be applied in connection with the issue of perfection of security interests.

“ Unfinanced Capital Expenditures ” means, for any period, the Capital Expenditures of the Borrower and its Restricted Subsidiaries during such period, which Capital Expenditures are not financed from the proceeds of any Indebtedness (other than the Revolving Loans, it being understood and agreed that, to the extent financed with Revolving Loans, such Capital Expenditures shall be deemed Unfinanced Capital Expenditures).

“ Unfunded Pension Liability ” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

“ Unrestricted Subsidiary ” means any Subsidiary of the Borrower that is designated by the Borrower as an Unrestricted Subsidiary hereunder in accordance with the provisions of Section 5.13.

“ U.S. Person ” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“ U.S. Tax Compliance Certificate ” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (ii) the then outstanding principal amount of such Indebtedness.

“ Welch Allyn ” means Welch Allyn Holdings, Inc. (f/k/a Welch Allyn Corporation), a New York corporation.

“ Welch Allyn Equity Interest Transfer ” means the issuance by Welch Allyn, Inc. of (i) 100% of its Class A Preferred Stock (the “ Welch Allyn Preferred Equity Interests ”) and (ii) a to be determined amount of additional shares of its common stock, totaling no more than 20% of its total common Equity Interests (the “ Welch Allyn Additional Common Equity Interests ” and, together with the Welch Allyn Preferred Equity Interests, the “ Welch Allyn Transferred Shares ”), to New US, LLP in exchange for an unsecured intercompany note with a term of at least twelve (12) years and with interest accruing annually and payable at will but no later than on each six (6) anniversary of its issuance (the “ Welch Allyn Intercompany Note ”).

“ Welch Allyn Intercompany Note ” has the meaning assigned to such term in the definition of Welch Allyn Equity Interest Transfer.

“ Welch Allyn Equity Transfer Date ” means the date the Welch Allyn Equity Interest Transfer is consummated.

“ Welch Allyn Transferred Shares ” has the meaning assigned to such term in the definition of Welch Allyn Equity Interest Transfer.

“ Welch Allyn Recapitalization ” means the actions intended to accomplish the tax restructuring and tax recapitalization of the equity ownership of Welch Allyn, Inc. to facilitate the integration of the operations of Welch Allyn, Inc. with the operations of the Borrower, including (a) the transactions and steps set forth in Schedule 1.01D to this Agreement and (b) any additional transactions to so restructure and recapitalize the equity ownership of Welch Allyn, Inc., after the Restatement Effective Date that the Borrower determines in good faith to be necessary or desirable to effect such tax restructuring and tax recapitalization, so long as (i) the Borrower shall have provided all information relating to such additional transactions under clause (b) of this definition as the Administrative Agent shall have reasonably requested and (ii) the consummation of any such transactions pursuant to clauses (a) and (b) of this definition shall not (a) have an impact that is materially adverse on the structure or the value of the Collateral, (b) materially impair the security interests of Lenders in any of the Collateral and (c) otherwise materially adversely effect the interests of the Lenders.

“ Welch Allyn Pledge Agreement ” has the meaning assigned to such term in Section 5.12(ii).

“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

Classification of Loans and Borrowings . For purposes of this Agreement, Loans may be classified and referred to by Class ( e.g ., a “Revolving Loan”) or by Type ( e.g ., a “Eurocurrency Loan”) or by Class and Type ( e.g ., a “Eurocurrency Revolving Loan”). Borrowings also may be classified and referred to by Class ( e.g ., a “Revolving Borrowing”) or by Type ( e.g ., a “Eurocurrency Borrowing”) or by Class and Type ( e.g ., a “Eurocurrency Revolving Borrowing”).

Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders and decrees, of all Governmental Authorities. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended & restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Accounting Terms; GAAP; Pro Forma Calculations .

(a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (x) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value,” as defined therein and (y) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (ii) any obligations relating to a lease that was accounted for by such Person as an operating lease as of the Closing Date and any similar lease entered into after the Closing Date by such Person shall be accounted for as obligations relating to an operating lease and not as obligations relating to a capital lease; provided , however , that the Borrower may elect, with notice to the Administrative Agent to treat operating leases as capital leases in accordance with GAAP as in effect from time to time and, upon such election, and upon any subsequent change to GAAP therefor, the parties will enter into negotiations in good faith in an effort to preserve the original intent of the financial covenants set forth herein (it being understood and agreed that the treatment of operating leases be interpreted on the basis of GAAP as in effect on the Closing Date until such election shall have been withdrawn or such provision amended in accordance herewith).

(b) All pro forma computations (subject to the last sentence of the definition of EBITDA) required to be made hereunder giving effect to any acquisition or disposition, investment, dividend, distribution or issuance, incurrence or assumption or prepayments, payment or repurchase of Indebtedness, designation of any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary or other transaction shall in each case be calculated giving pro forma effect thereto (and, in the case of any pro forma computation made hereunder to determine whether such acquisition or disposition, investment, dividend, distribution or issuance, incurrence or assumption or prepayment, payment or repurchase of Indebtedness, designation of any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary or other transaction is permitted to be consummated hereunder, to any other such transaction consummated since the first day of the period covered by any component of such pro forma computation and on or prior to the date of such computation) as if such transaction had occurred on the first day of the period of four consecutive fiscal quarters ending with the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements, ending with the last fiscal quarter included in the financial statements referred to in Section 3.05), and, to the extent applicable, to the historical earnings and cash flows associated with the assets or entities acquired or disposed of and any related incurrence or reduction of Indebtedness, all in accordance with Article 11 of Regulation S‑X under the Securities Act. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Swap Contract applicable to such Indebtedness).

Status of Obligations . In the event that the Borrower or any other Loan Party shall at any time issue or have outstanding any Subordinated Indebtedness, the Borrower shall take or cause such other Loan Party to take all such actions as shall be necessary to cause the Obligations to constitute senior indebtedness (however denominated) in respect of such Subordinated Indebtedness and to enable the Administrative Agent and the Lenders to have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness. Without limiting the foregoing, the Obligations are hereby designated as “senior indebtedness” and as “designated senior indebtedness” and words of similar import under and in respect of any indenture or other agreement or instrument under which such Subordinated Indebtedness is outstanding and are further given all such other designations as shall be required under the terms of any such Subordinated Indebtedness in order that the Lenders may have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness.

Leverage Ratios . Notwithstanding anything to the contrary contained herein, for purposes of calculating any leverage ratio herein in connection with the incurrence of any Indebtedness, (a) there shall be no netting of the cash proceeds proposed to be received in connection with the incurrence of such Indebtedness and (b) to the extent the Indebtedness to be incurred is revolving Indebtedness, the revolving Indebtedness shall be treated as fully drawn.

Cashless Rollovers . Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, to the extent that any Lender extends the maturity date of, or replaces, renews or refinances, any of its then-existing Loans or Commitments with an Incremental Facility, Refinancing Term Loans, Loans in connection with any Replacement Revolving Facility, Extended Term Loans, Extended Revolving Loans or loans incurred under a new credit facility, in each case, to the extent such extension, replacement, renewal or refinancing is effected by means of a “cashless roll” by such Lender, such extension, replacement, renewal or refinancing shall be deemed to comply with any requirement hereunder or any other Loan Document that such payment be made “in Dollars,” “in immediately available funds,” “in Cash” or any other similar requirement.

[Reserved] .

Limited Condition Acquisitions . Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) in connection with a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant required to be tested in connection with such Limited Condition Acquisition shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a pro forma basis after giving effect to such Limited Condition Acquisition and the other transactions consummated in connection therewith (including, without limitation, any related Investment, Restricted Payment, Asset Sale or incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio or other applicable provision ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such ratios and provisions shall be deemed to have been complied with. For the avoidance of doubt, after a LCA Election is made, (x) if any of such ratios or provisions are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in Section 6.13, the definition of Applicable Rate and the definition of Required Percentage) or basket availability with respect to any other transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on both (x) a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (y) on a stand-alone basis without assuming such Limited Condition Acquisition and other transactions in connection therewith have been consummated; provided, that (other than solely with respect to the incurrence tests under which such Limited Condition Acquisition is being made) EBITDA, assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

Effect of Restatement . Upon satisfaction of the conditions precedent to the effectiveness of this Agreement set forth in Section 4.01 hereof, this Agreement shall be binding on the Borrower, the Administrative Agent, the Collateral Agent, the Lenders and the other parties hereto, and the Original Credit Agreement and the provisions thereof shall be replaced in their entirety by this Agreement and the provisions hereof; provided that (a) the Obligations (as defined in the Original Credit Agreement) of the Borrower and the other Loan Parties under the Original Credit Agreement and the other Loan Documents (in each case, as further amended from time to time) that remain unpaid and outstanding as of the date of this Agreement shall continue to exist under and be evidenced by this Agreement and the other Credit Documents, (b) all Letters of Credit existing immediately prior to the Restatement Effective Date shall continue as Letters of Credit under this Agreement, (c) the Collateral and the Loan Documents shall continue to secure, guarantee, support and otherwise benefit the Secured Obligations (as defined in the Original Credit Agreement) and the Secured Obligations of the Borrower and the other Loan Parties under this Agreement and the other Loan Documents, in each case, as amended hereby and (d) any Person entitled to the benefits of Sections 2.15, 2.16, 9.04, 9.08 and Article VIII (in the case of Goldman Sachs Bank USA as Term Loan B Administrative Agent under the Original Credit Agreement) of the Original Credit Agreement shall continue to be entitled to the benefits of the corresponding provisions of this Agreement. Upon the effectiveness of this Agreement, each Loan Document that was in effect immediately prior to the date of this Agreement shall continue to be effective and, unless the context otherwise requires, any reference to the Original Credit Agreement contained therein shall be deemed to refer to this Agreement.

ARTICLE II
The Credits

Commitments . Subject to the terms and conditions set forth herein, (a) each Revolving Lender (severally and not jointly) agrees to make Revolving Loans to the Borrower in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments or (iii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, exceeding the Foreign Currency Sublimit and (b) each Term Lender with an Initial Term Loan A Commitment agrees to make an Initial Term A Loan to the Borrower in Dollars on the Restatement Effective Date, in an amount equal to such Lender’s Term Loan Commitment by making immediately available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

Loans and Borrowings .

(a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the applicable Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. Any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.05. The Term Loans shall amortize as set forth in Section 2.10.

(b) Subject to Section 2.14, each Revolving Borrowing and Term Loan Borrowing shall be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith; provided that, unless the Borrower has delivered a funding indemnity letter (in form and substance reasonably acceptable to the Administrative Agent) at least three (3) Business Days prior to the Restatement Effective Date, all Borrowings made on the Restatement Effective Date must be made as ABR Borrowings but may be converted into Eurocurrency Borrowings in accordance with Section 2.08 and each ABR Loan shall only be made in Dollars. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of Sections 2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 (or, if such Borrowing is denominated in a Foreign Currency, 1,000,000 units of such currency) and not less than $5,000,000 (or, if such Borrowing is denominated in a Foreign Currency 5,000,000 units of such currency). At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the aggregate Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of six (6) Eurocurrency Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the applicable Maturity Date.

Requests for Borrowings . To request a Borrowing, the Borrower shall notify the Administrative Agent of such request (a) by irrevocable written notice (via a written Borrowing Request signed by the Borrower, promptly followed by telephonic confirmation of such request) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or by irrevocable written notice (via a written Borrowing Request signed by the Borrower) not later than four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of the proposed Borrowing or (b) by telephone in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) the aggregate principal amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing and whether such Borrowing is a Revolving Borrowing or a Term Loan Borrowing;

(iv) in the case of a Eurocurrency Borrowing, the Agreed Currency and initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07.

If no election as to the Type of Borrowing is specified, then, in the case of a Borrowing denominated in Dollars, the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Determination of Dollar Amounts . The Administrative Agent will determine the Dollar Amount of:

(a) each Eurocurrency Borrowing as of the date two (2) Business Days prior to the date of such Borrowing or, if applicable, the date of conversion/continuation of any Borrowing as a Eurocurrency Borrowing,

(b) the LC Exposure as of the date of each request for the issuance, amendment, renewal or extension of any Letter of Credit, and

(c) all outstanding Credit Events on and as of the last Business Day of each calendar quarter and, during the continuation of an Event of Default, on any other Business Day elected by the Administrative Agent in its discretion or upon instruction by the Required Lenders.

Each day upon or as of which the Administrative Agent determines Dollar Amounts as described in the preceding clauses (a), (b) and (c) is herein described as a “Computation Date” with respect to each Credit Event for which a Dollar Amount is determined on or as of such day.

Swingline Loans .

(a) Subject to the terms and conditions set forth herein, the Swingline Lender may in its sole discretion make Swingline Loans in Dollars to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

(b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis , to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

Letters of Credit .

(a) General . Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit denominated in Agreed Currencies for its own account or jointly for the account of the Borrower and any of its Subsidiaries, in a form reasonably acceptable to the Administrative Agent and the relevant Issuing Bank, at any time and from time to time during the Availability Period. Notwithstanding the foregoing, the letters of credit identified on Schedule 2.06 under this Agreement (the “ Existing Letters of Credit ”) shall be deemed to be “Letters of Credit” issued on the Restatement Effective Date for all purposes of the Loan Documents. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the relevant Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Notwithstanding anything herein to the contrary, no Issuing Bank shall have any obligation hereunder to issue, and no Issuing Bank shall issue, any Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement. The Borrower unconditionally and irrevocably agrees that, in connection with any Letter of Credit issued for the support of any Subsidiary’s obligations, the Borrower will be fully responsible for the reimbursement of LC Disbursements in accordance with the terms hereof, the payment of interest thereon and the payment of fees due under Section 2.12(b) to the same extent as if it were the sole account party in respect of such Letter of Credit (the Borrower hereby irrevocably waiving any defenses that might otherwise be available to it as a guarantor or surety of the obligations of such a Subsidiary that is an account party in respect of any such Letter of Credit).

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions . To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant Issuing Bank) to an Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by an Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure shall not exceed $50,000,000, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures shall not exceed the aggregate Revolving Commitments, (iii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not exceed the Foreign Currency Sublimit and (iv) subject to Section 2.04, the Dollar Amount of the aggregate face amount of all Letters of Credit issued and then outstanding by any Issuing Bank shall not exceed such Issuing Bank’s Applicable LC Sublimit.

(c) Expiration Date . Each Letter of Credit shall expire (or be subject to termination by notice from the applicable Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five (5) Business Days prior to the Revolving Credit Maturity Date; provided that a Letter of Credit may expire up to one year beyond the Revolving Credit Maturity Date so long as the applicable Borrower cash collateralizes 103% of the face amount of such Letter of Credit in the manner described in Section 2.06(j) no later than thirty (30) days prior to the Revolving Credit Maturity Date, on terms and conditions reasonably acceptable to the relevant Issuing Bank and the Administrative Agent.

(d) Participations . By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of any Issuing Bank or the Revolving Lenders, each Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from each Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the relevant Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement . If any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the Dollar Amount equal to such LC Disbursement, calculated as of the date such Issuing Bank made such LC Disbursement (or if an Issuing Bank shall so elect in its sole discretion by notice to the Borrower, in such other Agreed Currency which was paid by such Issuing Bank pursuant to such LC Disbursement in an amount equal to such LC Disbursement) not later than 12:00 noon, Local Time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., Local Time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, Local Time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than the Dollar Amount of $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with (i) to the extent such LC Disbursement was made in Dollars, an ABR Revolving Borrowing, Eurocurrency Revolving Borrowing or Swingline Loan in Dollars in an amount equal to such LC Disbursement or (ii) to the extent that such LC Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Borrowing in such Foreign Currency in an amount equal to such LC Disbursement and, in each case, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing, Eurocurrency Revolving Borrowing or Swingline Loan, as applicable. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis , to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the relevant Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the relevant Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement. If the Borrower’s reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject the Administrative Agent, any Issuing Bank or any Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to be made in Dollars, the Borrower shall, at its option, either (x) pay the amount of any such tax requested by the Administrative Agent, the relevant Issuing Bank or the relevant Lender or (y) reimburse each LC Disbursement made in such Foreign Currency in Dollars, in an amount equal to the Equivalent Amount, calculated using the applicable Exchange Rates, on the date such LC Disbursement is made, of such LC Disbursement.

(f) Obligations Absolute . The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Revolving Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the relevant Issuing Bank; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of any Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, each Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures . Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Each Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement.

(h) Interim Interest . If any Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans (or in the case such LC Disbursement is denominated in a Foreign Currency, at the Overnight Foreign Currency Rate for such Agreed Currency plus the then effective Applicable Rate with respect to Eurocurrency Revolving Loans); provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of such Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i) Replacement of an Issuing Bank . Any Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit then outstanding and issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(j) Cash Collateralization . If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders (the “ LC Collateral Account ”), an amount in cash equal to 102% of the Dollar Amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that (i) the portions of such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that the Borrower is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 7.01(e). For the purposes of this paragraph, the Foreign Currency LC Exposure shall be calculated using the applicable Exchange Rate on the date notice demanding cash collateralization is delivered to the Borrower. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Sections 2.11(f) and 2.06(c). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the relevant Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

(k) Issuing Bank Agreements . Each Issuing Bank agrees that, unless otherwise requested by the Administrative Agent, such Issuing Bank shall report in writing to the Administrative Agent (i) on the first Business Day of each week, to the extent that there was any activity in respect of Letters of Credit during the immediately preceding week, such daily activity (set forth by day), including all issuances, extensions, amendments and renewals, all expirations and cancellations and all disbursements and reimbursements, (ii) on or prior to each Business Day on which such Issuing Bank expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the aggregate face amount of the Letters of Credit to be issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension occurred (and whether the amount thereof changed), it being understood that such Issuing Bank shall not permit any issuance, renewal, extension or amendment resulting in an increase in the amount of any Letter of Credit to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement, (iii) on each Business Day on which such Issuing Bank makes any LC Disbursement, the date of such LC Disbursement and the amount of such LC Disbursement, (iv) on any Business Day on which the Borrower fails to reimburse an LC Disbursement required to be reimbursed to such Issuing Bank on such day, the date of such failure and the amount and currency of such LC Disbursement and (v) on any other Business Day, such other information as the Administrative Agent shall reasonably request.

Funding of Borrowings .

(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds (i) in the case of Loans denominated in Dollars, by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders and (ii) in the case of each Loan denominated in a Foreign Currency, by 12:00 noon, Local Time, in the city of the Administrative Agent’s Eurocurrency Payment Office for such currency and at such Eurocurrency Payment Office for such currency; provided that Swingline Loans shall be made as provided in Section 2.05. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to (x) an account of the Borrower maintained with JPMorgan Chase Bank, N.A. and designated by the Borrower in the applicable Borrowing Request, in the case of Loans denominated in Dollars and (y) an account of the Borrower in the relevant jurisdiction and designated by the Borrower in the applicable Borrowing Request, in the case of Loans denominated in a Foreign Currency; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the relevant Issuing Bank.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (including without limitation the Overnight Foreign Currency Rate in the case of Loans denominated in a Foreign Currency) or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

Interest Elections .

(a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election (by telephone or irrevocable written notice in the case of a Borrowing denominated in Dollars or by irrevocable written notice (via an Interest Election Request signed by the Borrower) in the case of a Borrowing denominated in a Foreign Currency) by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request signed by the Borrower. Notwithstanding any contrary provision herein, this Section shall not be construed to permit the Borrower to (i) change the currency of any Borrowing, (ii) elect an Interest Period for Eurocurrency Loans that does not comply with Section 2.02(d) or (iii) convert any Borrowing to a Borrowing of a Type not available under the Class of Commitments pursuant to which such Borrowing was made.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.03:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and

(iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period and Agreed Currency to be applicable thereto after giving effect to such election, which Interest Period shall be a period contemplated by the definition of the term “Interest Period.”

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period (i) in the case of a Borrowing denominated in Dollars, such Borrowing shall be converted to an ABR Borrowing and (ii) in the case of a Borrowing denominated in a Foreign Currency in respect of which the Borrower shall have failed to deliver an Interest Election Request prior to the third (3 ^rd ) Business Day preceding the end of such Interest Period, such Borrowing shall automatically continue as a Eurocurrency Borrowing in the same Agreed Currency with an Interest Period of one month unless such Eurocurrency Borrowing is or was repaid in accordance with Section 2.11. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing denominated in Dollars may be converted to or continued as a Eurocurrency Borrowing, (ii) unless repaid, each Eurocurrency Borrowing denominated in Dollars shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto and (iii) unless repaid, each Eurocurrency Borrowing denominated in a Foreign Currency shall automatically be continued as a Eurocurrency Borrowing with an Interest Period of one month.

Termination and Reduction of Commitments .

(a) Unless previously terminated, (i) the Term Loan Commitments shall terminate on the Restatement Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Facility Maturity Date.

(b) The Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the Dollar Amount of the sum of the Revolving Credit Exposures would exceed the aggregate Revolving Commitments.

(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Repayment and Amortization of Loans; Evidence of Debt .

(a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Revolving Facility Maturity Date in the currency of such Loan and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Facility Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two (2) Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding.

(b) The Borrower shall repay Initial Term A Loans on each date set forth below in the aggregate principal amount set forth opposite such date (or if such date is not a Business Day on the immediately preceding Business Day) (as adjusted from time to time pursuant to Section 2.11) and each such payment shall be made to the Administrative Agent for the account of each Initial Term A Lender (each such date, an “ Initial Term A Loan Installment Date ”):



Payment Date	Aggregate Principal Amount
December 31, 2016	$18,281,250.00
March 31, 2017	$18,281,250.00
June 30, 2017	$18,281,250.00
September 30, 2017	$18,281,250.00
December 31, 2017	$27,421,875.00
March 31, 2018	$27,421,875.00
June 30, 2018	$27,421,875.00
September 30, 2018	$27,421,875.00
December 31, 2018	$36,562,500.00
March 31, 2019	$36,562,500.00
June 30, 2019	$36,562,500.00
September 30, 2019	$36,562,500.00
December 31, 2019	$36,562,500.00
March 31, 2020	$36,562,500.00
June 30, 2020	$36,562,500.00
September 30, 2020	$36,562,500.00
December 31, 2020	$36,562,500.00
March 31, 2021	$36,562,500.00
June 30, 2021	$36,562,500.00
Initial Term A Facility Maturity Date	$877,500,000.00

(d) In the event that any Other Term Loans are made, the applicable Borrower shall repay such Other Term Loans on the dates and in the amounts set forth in the documentation relating thereto (each such date being referred to as an “ Other Term Loan Installment Date ”).

(e) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(f) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class, Agreed Currency and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(g) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(h) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender and its registered assigns and in the form attached hereto as Exhibit I‑1 , I‑2 , or I-3 , as applicable. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein and its registered assigns.

Prepayment of Loans .

(a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions of this Section 2.11(a). The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing and each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Borrower. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.

(b) [Reserved].

(c) Not later than the fifth (5) Business Day following the receipt by the Borrower or any of its Restricted Subsidiaries of Net Cash Proceeds in respect of any Prepayment Asset Sale or Recovery Event, in each case in excess of the Annual Deductible Amount, the Borrower shall apply an amount equal to 100% of the Net Cash Proceeds received by the Borrower or such Restricted Subsidiaries with respect thereto (subject to the restrictions set forth herein) to prepay outstanding Term Loans in accordance with Section 2.11(h); provided , however , that, if (x) prior to the date any such prepayment is required to be made, the Borrower notifies the Administrative Agent of its intent to reinvest such Net Cash Proceeds in assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries and (y) no Event of Default shall have occurred and be continuing at the time of such notice, and no Event of Default shall have occurred and shall be continuing at the time of proposed reinvestment (unless such reinvestment is made pursuant to a binding commitment entered into at a time when no Event of Default was continuing), then the Borrower shall not be required to prepay Term Loans hereunder in respect of such Net Cash Proceeds to the extent that such Net Cash Proceeds are so reinvested within 12 months after the date of receipt of such Net Cash Proceeds (or, within such 12 month period, the Borrower or any of its Restricted Subsidiaries enters into a binding commitment to so reinvest in such Net Cash Proceeds, and such Net Cash Proceeds are so reinvested within 180 days after the expiration of such 12 month period); provided , further , that if any Net Cash Proceeds are not reinvested on or prior to the last day of the applicable application period, such Net Cash Proceeds shall be applied within five (5) Business Days to the prepayment of the Term Loans as set forth above (without regard to the immediately preceding proviso).

(d) If at any time, the Borrower or any of its Restricted Subsidiaries receives Net Cash Proceeds of any debt securities or other incurrence of Indebtedness (other than Indebtedness incurred pursuant to Section 6.03 (other than Permitted Refinancings in respect of the Loans and Commitments hereunder, Refinancing Term Loans, Replacement Revolving Loans used to refinance Term Loans and Refinancing Notes)), then no later than three (3) Business Days after the Borrower’s or any Restricted Subsidiary’s receipt thereof, an amount equal to 100% of the Net Cash Proceeds thereof shall be paid by the Borrower to the Administrative Agent and applied as a mandatory prepayment of principal of the Term Loans as provided in Section 2.11(h) or to the extent such prepayment obligation arises from an incurrence of Indebtedness in respect of a Permitted Refinancing, Refinancing Term Loans, Refinancing Notes or Replacement Revolving Loans applied to prepayment of such replaced or refinanced Term Loans;

(e) Not later than five (5) Business Days after the date on which the annual financial statements are, or are required to be, delivered under Section 5.01(a) with respect to each Excess Cash Flow Period, the Borrower shall calculate Excess Cash Flow for such Excess Cash Flow Period and, if and to the extent the amount of such Excess Cash Flow exceeds $0, the Borrower shall prepay, in accordance with Section 2.11(h), an aggregate principal amount of Term Loans equal to (i) an amount equal to the Required Percentage of such Excess Cash Flow minus (ii) the sum of (a) to the extent not financed using the proceeds of Indebtedness, the amount of any voluntary prepayments of Term Loans during such Excess Cash Flow Period pursuant to Section 2.11(a) and (b) to the extent not financed using the proceeds of Indebtedness, the amount of any voluntary prepayments of Revolving Loans to the extent that Revolving Commitments are permanently terminated or reduced pursuant to Section 2.09. Such calculation will be set forth in a certificate signed by a Financial Officer of the Borrower delivered to the Administrative Agent setting forth the amount, if any, of Excess Cash Flow for such fiscal year, the amount of any required prepayment in respect thereof and the calculation thereof in reasonable detail.

(f) If at any time, (i) other than as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds the aggregate Revolving Commitments or (B) the sum of the aggregate principal Dollar Amount of all of the outstanding Revolving Credit Exposures denominated in Foreign Currencies (the “ Foreign Currency Exposure ”) (so calculated), as of the most recent Computation Date with respect to each such Credit Event, exceeds the Foreign Currency Sublimit or (ii) solely as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (so calculated) exceeds 105% of the aggregate Revolving Commitments or (B) the Foreign Currency Exposure, as of the most recent Computation Date with respect to each such Credit Event, exceeds 105% of the Foreign Currency Sublimit, the Borrower shall in each case immediately repay Revolving Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause (x) the aggregate Dollar Amount of all Revolving Credit Exposures (so calculated) to be less than or equal to the aggregate Revolving Commitments and (y) the Foreign Currency Exposure to be less than or equal to the Foreign Currency Sublimit, as applicable.

(g) Notwithstanding any other provisions of this Section 2.11, (A) to the extent that any or all of the Net Cash Proceeds of any Asset Sale or Recovery Event by a Foreign Subsidiary giving rise to a prepayment event under Section 2.11(c) (a “ Foreign Asset Sale Recovery Event ”) or Excess Cash Flow are prohibited or delayed by applicable law from being repatriated to the United States, an amount equal to the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be paid by the Borrower in respect of the Term Loans at the times provided in this Section 2.11 so long as the applicable local law will not permit repatriation to the United States, and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow would be permitted under the applicable local law, the Borrower will promptly pay an amount equal to such Net Cash Proceeds or Excess Cash Flow, which amount shall be applied to the repayment of the Term Loans pursuant to this Section 2.11 to the extent otherwise provided herein or (B) to the extent that the Borrower has determined in good faith that repatriation of any of or all Net Cash Proceeds from such Foreign Asset Sale Recovery Event or Excess Cash Flow could reasonably be expected to result in a material adverse tax consequence to the Borrower or its Restricted Subsidiaries with respect to such Net Cash Proceeds or Excess Cash Flow, the Borrower shall have no obligation to repay an amount equal to such Net Cash Proceeds or Excess Cash Flow so affected until such time that such amounts could be repatriated without incurring such liability or consequence. Nothing in this Section 2.11 shall be construed as a covenant by any Foreign Subsidiary to distribute any amounts to any Loan Party or a covenant by the Borrower or any Loan Party to cause any Foreign Subsidiary to distribute any amounts (it being understood that this Section 2.11 requires only that the Borrower repay certain amounts calculated by reference to certain Excess Cash Flow and/or Foreign Asset Sale Recovery Events of a Foreign Subsidiary).

(h) Any mandatory prepayment of Term Loans pursuant to Section 2.11(c), (d) (other than as set forth therein) or (e) shall be applied so that the aggregate amount of such prepayment is allocated among the Initial Term A Loans and the Other Term Loans (to the extent such Other Term Loans are secured by Collateral on a pari passu basis with the Initial Term A Loans), if any, pro rata based on the aggregate principal amount of outstanding Initial Term A Loans and Other Term Loans (to the extent secured by Collateral on a pari passu basis with the Initial Term A Loans), if any, to reduce amounts due on the Term Loan Installment Dates for such Classes as directed by the Borrower (and if not specified by the Borrower, in direct order of maturity) (it being understood that to the extent any Class of Initial Term A Loans or Other Term Loans is not entitled to mandatory prepayments under Section 2.11(c), (d) or (e), such Class will be excluded in such pro rata calculations); provided that, subject to the pro rata application to Term Loans outstanding within any respective Class of Term Loans, (x) with respect to mandatory prepayments of Term Loans pursuant to Section 2.11(c) and 2.11(e), any Class of Other Term Loans may receive less than its pro rata share thereof (so long as the amount by which its pro rata share exceeds the amount actually applied to such Class is applied to repay (on a pro rata basis) the outstanding Initial Term A Loans and any other Classes of then outstanding Other Term Loans (which are permitted to be paid on a pro rata basis), in each case to the extent the respective Class receiving less than its pro rata share has consented thereto) and (y) the Borrower shall allocate any repayments pursuant to Section 2.11(c) to repay the respective Class or Classes being refinanced, as provided in said Section 2.11(d). Any optional prepayments of the Term Loans pursuant to Section 2.11(d) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower may in each case direct.

(i) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to Section 2.11(c) or 2.11(e) at least three (3) Business Days prior to the date of such prepayment. The such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Term Loan Lender of the contents of any such prepayment notice and of such Term Loan Lender’s ratable portion of such prepayment (based on such Lender’s pro rata share of each relevant Class of the Term Loans). Any Term Loan Lender may elect, by delivering written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Term Loan Lender’s receipt of notice from the Administrative Agent regarding such prepayment, that the full amount of any mandatory prepayment otherwise required to be made with respect to the Initial Term A Loans held by such Term Loan Lender pursuant to Section 2.11(c) or 2.11(e) not be made (the aggregate amount of such prepayments declined, the “ Declined Proceeds ”). If a Term Loan Lender fails to deliver notice setting forth such rejection of a prepayment to the Administrative Agent within the time frame specified above or such notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. For the avoidance of doubt, the Borrower may retain the Declined Proceeds (“ Retained Declined Proceeds ”) and apply such Retained Declined Proceeds to prepay loans in accordance with Section 2.11(a) above or for any other purpose permitted by this Agreement.

Fees .

(a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a facility fee (the “ Commitment Fee ”), which shall accrue at the Applicable Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period from and including the Restatement Effective Date to but excluding the date on which such Revolving Commitment terminates. Accrued Commitment Fees shall be payable in arrears on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the Restatement Effective Date; provided that any Commitment Fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to the relevant Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Restatement Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above, participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third (3 ^rd ) Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit denominated in Dollars shall be paid in Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in a Foreign Currency shall be paid in such Foreign Currency.

(c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent (including, without limitation, fees separately agreed in the Fee Letters).

(d) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to the relevant Issuing Bank, in the case of fees payable to it) for distribution, in the case of Commitment Fees and participation fees, to the applicable Lenders. Fees paid shall not be refundable under any circumstances.

Interest .

(a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2.00% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section 2.13 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest (i) computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and (ii) for Borrowings denominated in Pounds Sterling shall be computed on the basis of a year of 365 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Alternate Rate of Interest .

(a) If at the time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Borrowing, the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Borrowing for any reason, and the Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the Reference Bank Rate shall be the LIBO Rate for such Interest Period for such Eurocurrency Borrowing; provided that if the Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided , further , however , that if less than two (2) Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the LIBO Rate for such Eurocurrency Borrowing, (i) if such Borrowing shall be requested in Dollars, then such Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate and (ii) if such Borrowing shall be requested in any Foreign Currency, the LIBO Rate shall be equal to the rate determined by the Administrative Agent in its sole discretion after consultation with the Borrower and consented to in writing by the Required Lenders (the “ Alternative Rate ”)(it being understood and agreed that the Administrative Agent shall not be required to disclose to any party hereto any information regarding any Reference Bank or any rate provided by such Reference Bank in accordance with the definition of “LIBO Rate”, including, without limitation, whether a Reference Bank has provided a rate or the rate provided by any individual Reference Bank); provided , however , that until such time as the Alternative Rate shall be determined and so consented to by the Required Lenders, Borrowings shall not be available in such Foreign Currency.

(b) If prior to the commencement of any Interest Period for a Eurocurrency Borrowing:

(i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period; or

(ii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing in the applicable currency or for the applicable Interest Period, as the case may be, shall be ineffective, (ii) if any Borrowing Request requests a Eurocurrency Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing and (iii) if any Borrowing Request requests a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, then the LIBO Rate for such Eurocurrency Revolving Borrowing shall be the Alternative Rate; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

Increased Costs .

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan, requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank;

(ii) impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or

(iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting into or maintaining any Loan or of maintaining its obligation to make any such Loan or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, such Issuing Bank or such other Recipient hereunder, whether of principal, interest or otherwise, then the Borrower will pay to such Lender, such Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

(c) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d) Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Break Funding Payments . In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to Section 2.11), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(a) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the relevant currency of a comparable amount and period from other banks in the eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Taxes .

(a) Payments Free of Taxes . Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes by the Borrower . The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.

(c) Evidence of Payments . As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.17, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d) Indemnification by the Loan Parties . The Loan Parties shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e) Indemnification by the Lenders . Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f) Status of Lenders .

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person:

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W‑9 certifying that such Lender is exempt from U.S. Federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W‑8BEN or IRS Form W‑8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W‑8BEN or IRS Form W‑8BEN-E establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) executed originals of IRS Form W‑8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit F‑1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed originals of IRS Form W‑8BEN or IRS Form W‑8BEN-E; or

(4) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W‑8IMY, accompanied by IRS Form W‑8ECI, IRS Form W‑8BEN or IRS Form W‑8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit F‑2 or Exhibit F‑3 , IRS Form W‑9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F‑4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(g) Treatment of Certain Refunds . If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h) Survival . Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(i) Issuing Bank . For purposes of this Section 2.17, the term “Lender” includes each Issuing Bank.

Payments Generally; Allocations of Proceeds; Pro Rata Treatment; Sharing of Set-offs .

(a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to (i) in the case of payments denominated in Dollars, 12:00 noon, New York City time and (ii) in the case of payments denominated in a Foreign Currency, 12:00 noon, Local Time, in the city of the Administrative Agent’s Eurocurrency Payment Office for such currency, in each case on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made (i) in the same currency in which the applicable Credit Event was made (or where such currency has been converted to euro, in euro) and (ii) to the Administrative Agent at its offices at 10 South Dearborn Street, Chicago, Illinois 60603 or, in the case of a Credit Event denominated in a Foreign Currency, the Administrative Agent’s Eurocurrency Payment Office for such currency, except payments to be made directly to an Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments denominated in the same currency received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding the foregoing provisions of this Section, if, after the making of any Credit Event in any Foreign Currency, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Credit Event was made (the “ Original Currency ”) no longer exists or the Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrower takes all risks of the imposition of any such currency control or exchange regulations.

(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(c) At the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.03), and other sums payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Borrower pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the Borrower maintained with the Administrative Agent. The Borrower hereby irrevocably authorizes (i) the Administrative Agent to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Swingline Loans) and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03 or 2.05, as applicable and (ii) the Administrative Agent to charge any deposit account of the Borrower maintained with the Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

(d) If, except as expressly provided herein, any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the relevant Lenders or the relevant Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the relevant Lenders or the relevant Issuing Banks, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the relevant Lenders or the relevant Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (including without limitation the Overnight Foreign Currency Rate in the case of Loans denominated in a Foreign Currency).

(f) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(e) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender and for the benefit of the Administrative Agent, the Swingline Lender or the Issuing Banks to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section; in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

(g) Except as otherwise expressly provided herein, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the Loans, each payment of the Commitment Fee and the participation fees in respect of Letters of Credit, each reduction of the Revolving Commitments and each conversion of any Borrowing to or continuation of any Borrowing as a Borrowing of any Type shall be allocated pro rata among the Lenders entitled thereto in accordance with their respective applicable Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their respective applicable outstanding Loans). For purposes of determining the Available Revolving Commitment (other than in connection with calculating the Commitment Fee), each outstanding Swingline Loan shall be deemed to have utilized the Revolving Commitments of the Lenders (including those Lenders which shall not have made Swingline Loans) pro rata in accordance with such respective Revolving Commitments. Each Lender agrees that in computing such Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing to the next higher or lower whole dollar amount.

Mitigation Obligations; Replacement of Lenders .

(a) If any Lender requests compensation under Section 2.15, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If (i) any Lender requests compensation under Section 2.15, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or (iii) any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Incremental Facilities . The Borrower may from time to time elect to increase the Revolving Commitments or make additional Revolving Commitments (such increased and/or additional Revolving Commitments, an “ Incremental Revolving Commitment ” and the loans thereunder, “ Incremental Revolving Loans ” and, together with the Incremental Revolving Commitments, an “ Incremental Revolving Facility ”) or enter into one or more tranches of Term Loans or increase outstanding Term Loans (each an “ Incremental Term Loan ” and together with the Incremental Revolving Facility hereinafter collectively referred to as “ Incremental Facilities ,” as applicable), in each case in minimum increments of $10,000,000 so long as, after giving effect thereto, the aggregate amount of all such Incremental Facilities incurred pursuant to this Section 2.20 does not exceed the sum of (I) the sum of (x) $450,000,000 plus (y) all voluntary prepayments of any outstanding Term Loans prior to the incurrence of such Incremental Facility, to the extent such prepayments are not funded with the proceeds of long-term Indebtedness minus (z) the aggregate principal amount of Indebtedness outstanding pursuant to Section 6.03(i) hereof at such time (this clause (I), the “ Fixed Incremental Incurrence Basket ”) and (II) any additional amounts so long as immediately after giving pro forma effect to the establishment of such Incremental Facility (and assuming any such Incremental Revolving Commitments are fully drawn) and the use of proceeds thereunder, the First Lien Net Leverage Ratio is not, on a pro forma basis, greater than 3.50:1.00 provided that any Indebtedness under such Incremental Facility that ranks junior to the liens securing the Initial Term A Loans or that are unsecured shall be treated as Consolidated First Lien Debt for purposes of calculating the First Lien Net Leverage Ratio to determine whether such Incremental Facility may be incurred pursuant to this Section 2.20 and for all other First Lien Net Leverage Ratio and Secured Net Leverage Ratio (other than, in the case of such unsecured indebtedness, the Secured Net Leverage Ratio set forth in Section 6.13(a)) calculations in this Agreement from and after the date of effectiveness of such Incremental Facility (this clause (II), the “ Ratio Based Incremental Incurrence Basket ”). For the avoidance of doubt, any amounts incurred under the Fixed Incremental Incurrence Basket concurrently with any amounts incurred under the Ratio Based Incremental Incurrence Basket will not count as Indebtedness for purposes of calculating the Ratio Based Incremental Incurrence Basket at such time. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to participate in any Incremental Facility, an “ Increasing Lender ”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “ Augmenting Lender ”; provided that no Ineligible Institution or Disqualified Lender may be an Augmenting Lender and no existing Lender shall be required to be an Increasing Lender), which agree to participate in such Incremental Facility; provided that each Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agent and if the Augmenting Lender is providing all or a portion of an Incremental Revolving Facility, each Issuing Bank and Swingline Lender. Any Incremental Facility shall be established pursuant to an amendment (or joinder documentation) to this Agreement (an “ Incremental Amendment ”), and as appropriate, the other Loan Documents, executed by the Borrower, each other Loan Party, each Lender agreeing to provide all or a portion of the Incremental Facility (including Augmenting Lenders and Increasing Lenders) and the Administrative Agent (and subject to such Incremental Amendment being reasonably satisfactory to the Administrative Agent) and no consent of any Lender (other than the Lenders participating in the Incremental Facility) shall be required for the establishment of any Incremental Facility pursuant to this Section 2.20 or for amending this Agreement and any other Loan Document in connection therewith. The Incremental Facility created pursuant to this Section 2.20 (and any amendments to this Agreement and the Loan Documents in connection therewith) shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no Incremental Facility shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such Incremental Facility, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied both before and after giving effect to such Incremental Facility or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower; provided that, if the proceeds of such Incremental Facility are used to consummate a Permitted Acquisition, the representations and warranties required to be made in connection with such Incremental Facility shall be limited to the Specified Representations and (ii) the Administrative Agent shall have received (i) documents consistent with those delivered on the Closing Date and the Restatement Effective Date as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such Incremental Facility and such other documentation or opinions reasonably requested by the Administrative Agent and the Lenders of such Incremental Facility and (ii) Flood Documentation reasonably requested by the Administrative Agent (and in form and substance reasonably acceptable to the Administrative Agent) with respect to any Mortgaged Properties.

(a) The proceeds of any Incremental Term Loans will be used only for general corporate purposes or as otherwise permitted by this Agreement. Upon each increase in the Revolving Commitments pursuant to this Section 2.20, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Incremental Revolving Commitment (each, an “ Incremental Revolving Lender ”) in respect of such increase, and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Lender (including each such Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Commitments of all Lenders represented by such Revolving Lender’s Revolving Commitment. Additionally, if any Revolving Loans are outstanding at the time any Incremental Revolving Commitments are established under any existing Revolving Facility, the Revolving Lenders under such Revolving Facility immediately after effectiveness of such Incremental Revolving Commitments shall purchase and assign at par such amounts of the Revolving Loans under such Revolving Facility outstanding at such time as the Administrative Agent may require such that each Revolving Lender holds its Applicable Percentage of all Revolving Loans under such Revolving Facility outstanding immediately after giving effect to all such assignments. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

(b) The terms and provisions of the Incremental Facilities made pursuant hereto shall be as follows:

(i) the terms and provisions of the Incremental Revolving Commitments incurred as an increase to the Initial Revolving Facility shall be identical to the Initial Revolving Facility and any provisions applicable to Revolving Loans made hereunder;

(ii) the terms and provisions of the Incremental Term Loans and Incremental Revolving Commitments incurred as a separate tranche shall be on terms and provisions as set forth in this Agreement or as otherwise determined by the Borrower and Lenders under such Incremental Facility and set forth in the related Incremental Amendment and reasonably satisfactory to the Administrative Agent; provided that to the extent such terms and provisions are not consistent with the applicable Initial Term A Facility or Initial Revolving Facility, as applicable, (other than pricing and customary “soft call” protection in respect of syndicated term “B” loans), they shall be, taken as a whole, on terms no more favorable to the Lenders under such Incremental Facility than the terms and provisions of this Agreement (except for covenants and events of default applicable only to periods after the Latest Maturity Date) existing at the time of incurrence of such Incremental Facility (as determined by the Borrower in its reasonable discretion); provided , further , that:

(A) any such Incremental Revolving Commitments shall mature no earlier than the Revolving Credit Maturity Date;

(B) any Incremental Facility shall be secured by Liens that rank pari passu, or, at the Borrower’s option, junior, in priority with the Liens securing the Initial Revolving Loans and the Initial Term A Loans or shall be unsecured; provided that, if such Incremental Facility is secured by Liens, such Incremental Facility may only be secured by Collateral; provided further that, if such Incremental Facility is secured by Liens that rank junior in priority with the Liens securing the Revolving Loans and the Initial Term A Loans, or is unsecured, (x) such Incremental Facility shall be a separate tranche from the Initial Revolving Loans or the Initial Term A Loans, as applicable; (y) such Incremental Facilities that are secured shall be subject to a Permitted Junior Intercreditor Agreement and (z) such Incremental Facilities shall not have mandatory prepayment provisions (other than related to customary asset sale, event of loss or change of control offers) that could result in prepayments of such debt prior to the Latest Maturity Date;

(C) the maturity date of any Incremental Term Loans shall be no earlier than the maturity date of the Initial Term A Loans; and the Weighted Average Life to Maturity of any Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Initial Term A Loans;

(D) (x) such Incremental Term Loans that are secured by Liens that rank equal in priority with the Liens securing the Initial Term A Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the Initial Term A Loans in any mandatory prepayment hereunder and (y) such Incremental Revolving Loans that are secured by Liens that rank equal in priority with the Liens securing the Initial Revolving Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the Initial Revolving Loans in any borrowings and prepayments of Revolving Loans hereunder;

(E) the interest rate margins and original issue discount or upfront fees (if any) and interest rate floors (if any) applicable to any Incremental Facility shall be determined by the Borrower and the Lenders under such Incremental Facility; provided that, solely in the case of Incremental Term Loans (other than syndicated term “B” loans) that are secured by Liens that rank equal in priority with the Liens securing the Initial Term A Loans, if the All-In Yield in respect of such Incremental Term Loans exceeds the All-In Yield in respect of the then existing Initial Term A Loans by more than 0.50%, the Applicable Rate in respect of the then existing Initial Term A Loans shall be adjusted so that the All-In Yield in respect of the then existing Initial Term A Loans is equal to the All-In Yield in respect of such Incremental Term Loans minus 0.50% (“ MFN Protection ”); and

(F) there shall be no borrower (other than the Borrower) and no guarantors (other than the Subsidiary Guarantors) in respect of any Incremental Facility, unless such borrower or guarantor is an entity organized or formed in the United States and becomes a Co-Borrower or Subsidiary Guarantor (as applicable) under the Loan Documents and is otherwise reasonably acceptable to the Administrative Agent.

Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment hereunder, or provide Incremental Term Loans, at any time.

Judgment Currency . If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from the Borrower hereunder in the currency expressed to be payable herein (the “ specified currency ”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent’s main New York City office on the Business Day preceding that on which final, nonappealable judgment is given. The obligations of the Borrower in respect of any sum due to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender or the Administrative Agent, as the case may be, in the specified currency, the Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender or the Administrative Agent, as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.18, such Lender or the Administrative Agent, as the case may be, agrees to remit such excess to the Borrower.

Defaulting Lenders . Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) fees shall cease to accrue on the Commitment of such Defaulting Lender pursuant to Section 2.12(a);

(b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided , that, except as otherwise provided in Section 9.02, this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby;

(i) all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent (x) no Event of Default has occurred and is continuing and (y) the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving Commitments;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Administrative Agent (x) first , prepay such Swingline Exposure and (y) second , cash collateralize for the benefit of the relevant Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding;

(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and

(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all Commitment Fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the relevant Issuing Banks until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and

(d) so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Banks shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.22(c), and participating interests in any such newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.22(c)(i) (and such Defaulting Lender shall not participate therein).

If (i) a Bankruptcy Event with respect to a Parent of any Lender shall occur following the Closing Date and for so long as such event shall continue, (ii) a Bail-In Action with respect to a Parent of any Lender shall occur following the First Amendment Effective Date and for so long as such event shall continue or (iii) the Swingline Lender or any Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender or such Issuing Bank, as the case may be, shall have entered into arrangements with the Borrower or such Lender, satisfactory to the Swingline Lender or such Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder.

In the event that the Administrative Agent, the Borrower, the Swingline Lender and each Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.

Refinancing Amendments .

(a) Notwithstanding anything to the contrary in this Agreement, the Borrower may by written notice to the Administrative Agent establish one or more additional tranches of term loans under this Agreement in minimum amounts of $10,000,000 (such loans, “ Refinancing Term Loans ”), the net proceeds of which are used to Refinance in whole or in part any Class of Term Loans on a pro rata basis (it being understood that, with the consent of the Borrower and subject to allocation by the Borrower, any existing Lender holding Term Loans of such Class may elect to convert all or any portion of such Term Loans into the applicable Refinancing Term Loans). Each such notice shall specify the date (each, a “ Refinancing Effective Date ”) on which the Borrower proposes that the Refinancing Term Loans shall be made, which shall be a date not earlier than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to the Administrative Agent); provided that:

(i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date no Event of Default shall have occurred and be continuing;

(ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans;

(iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans;

(iv) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;

(v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and any other pricing terms (which original issue discount, upfront fees, interest rates and other pricing terms shall not be subject to the provisions set forth in Section 2.20(b)(ii)(E)), which shall be as agreed between the Borrower and the Lenders providing such Refinancing Term Loans) taken as a whole shall (as determined by the Borrower in good faith) be substantially similar to, or not materially more favorable to the lenders of such Refinancing Term Loans than the terms, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date applicable to Term Loans);

(vi) with respect to Refinancing Term Loans secured by Liens on the Collateral that rank junior in right of security to the Initial Term A Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement and such Refinancing Term Loans shall not have any scheduled repayment, mandatory redemption or repayment or sinking fund obligations prior to the Terms Loans being refinanced (other than customary offers to repurchase or mandatory prepayment provisions upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default);

(vii) there shall be no borrower (other than the Borrower) and no guarantors (other than the Subsidiary Guarantors) in respect of such Refinancing Term Loans, unless such borrower or guarantor is an entity organized or formed in the United States and becomes a Co-Borrower or Subsidiary Guarantor (as applicable) under the Loan Documents and is otherwise reasonably acceptable to the Administrative Agent; and

(viii) Refinancing Term Loans shall not be secured by any asset other than the Collateral;

(ix) such Liens on the Collateral shall be pari passu with or junior in priority to the Liens securing the Initial Term A Loans;

(x) Refinancing Term Loans secured by Collateral on a pari passu basis with the outstanding Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments (other than as provided otherwise in the case of such prepayments pursuant to Section 2.11(d)) hereunder, as specified in the applicable Refinancing Amendment; and

(xi) Refinancing Term Loans that are unsecured shall not have any scheduled repayment, mandatory redemption or repayment or sinking fund obligations prior to the Term Loans being refinanced (other than customary offers to repurchase or mandatory prepayment provisions upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default).

(b) The Borrower may approach any Lender or any other person that would be a permitted assignee pursuant to Section 9.04 to provide all or a portion of the Refinancing Term Loans; provided , that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided , further , that any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to the Borrower.

(c) Notwithstanding anything to the contrary in this Agreement, the Borrower may by written notice to the Administrative Agent:

(i) establish one or more additional Facilities (“ Replacement Revolving Facilities ”) providing for revolving commitments (“ Replacement Revolving Commitments ” and the revolving loans thereunder, “ Replacement Revolving Loans ”), which replace in whole or in part any Class of Revolving Commitments under this Agreement. Each such notice shall specify the date (each, a “ Replacement Revolving Facility Effective Date ”) on which the Borrower proposes that the Replacement Revolving Commitments shall become effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent); provided that

(A) before and after giving effect to the establishment of such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date, no Event of Default shall have occurred and be continuing;

(B) after giving effect to the establishment of any Replacement Revolving Commitments and any concurrent reduction in the aggregate amount of any other Revolving Commitments, the aggregate amount of Revolving Commitments shall not exceed the aggregate amount of the Revolving Commitments outstanding immediately prior to the applicable Replacement Revolving Facility Effective Date plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;

(C) no Replacement Revolving Commitments shall have a final maturity date (or require commitment reductions or amortizations) prior to the Revolving Facility Maturity Date for the Revolving Commitments being replaced;

(D) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any letter of credit sublimit and swingline commitment under such Replacement Revolving Facility, which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the replacement issuing bank and replacement swingline lender, if any, under such Replacement Revolving Commitments) taken as a whole shall (as determined by the Borrower in good faith) be substantially similar to, or not materially more favorable to the lenders of such Replacement Revolving Facilities than, those, taken as a whole, applicable to the Revolving Commitments so replaced (except to the extent such covenants and other terms apply solely to any period after the latest Revolving Facility Maturity Date in effect at the time of incurrence);

(E) there shall be no borrower (other than the Borrower) and no guarantors (other than the Subsidiary Guarantors) in respect of such Replacement Revolving Facility, unless such borrower or guarantor is an entity organized or formed in the United States and becomes a Co-Borrower or Subsidiary Guarantor (as applicable) under the Loan Documents and is otherwise reasonably acceptable to the Administrative Agent;

(F) Replacement Revolving Commitments and extensions of credit thereunder shall not be secured by any asset other than the Collateral and such Liens on the Collateral shall be pari passu with or junior in priority to the Liens securing the Initial Term A Loans;

(G) if such Replacement Revolving Facility is secured by Liens on the Collateral that rank junior in right of security to the Initial Revolving Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement; and

(H) the Replacement Revolving Commitments (and Replacement Revolving Loans) shall not have any scheduled repayment, mandatory redemption or repayment or sinking fund obligations other than those applicable to the Initial Revolving Facility.

(ii) establish Replacement Revolving Commitments to refinance and/or replace all or any portion of a Term Loan hereunder (regardless of whether such Term Loan is repaid with the proceeds of Replacement Revolving Loans), so long as the aggregate amount of such Replacement Revolving Commitments does not exceed the aggregate amount of Term Loans repaid at the time of establishment thereof plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith; provided that:

(A) before and after giving effect to the establishment such Replacement Revolving Commitments on the Replacement Revolving Facility Effective Date no Default or Event of Default shall have occurred and be continuing;

(B) the remaining life to termination of such Replacement Revolving Commitments shall be no shorter than the Weighted Average Life to Maturity then applicable to the refinanced Term Loans;

(C) the final termination date of the Replacement Revolving Commitments shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans, (iv) with respect to Replacement Revolving Loans secured by Liens on Collateral that rank junior in right of security to the Initial Revolving Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement;

(D) there shall be no borrower (other than the Borrower) and no guarantors (other than the Subsidiary Guarantors) in respect of such Replacement Revolving Facility;

(E) Replacement Revolving Commitments and extensions of credit thereunder shall not be secured by any asset other than Collateral and such Liens shall be pari passu or junior in priority to the Liens securing the Term Loans being refinanced;

(F) the Replacement Revolving Facility does not have mandatory prepayment or redemption provisions that could result in the prepayment or redemption thereof prior to the maturity date of the Term Loans being refinanced; and

(G) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms, which shall be as agreed between the Borrower and the Lenders providing such Replacement Revolving Commitments and (y) the amount of any letter of credit sublimit and swingline commitment under such Replacement Revolving Facility, which shall be as agreed between the Borrower, the Lenders providing such Replacement Revolving Commitments, the Administrative Agent and the replacement issuing bank and replacement swingline lender, if any, under such Replacement Revolving Commitments) taken as a whole shall (as determined by the Borrower in good faith) be substantially similar to, than, those, taken as a whole, applicable to the Term Loans being refinanced (except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date.

(iii) Solely to the extent that an Issuing Bank or Swingline Lender is not a replacement issuing bank or replacement swingline lender, as the case may be, under a Replacement Revolving Facility, it is understood and agreed that such Issuing Bank or Swingline Lender shall not be required to issue any letters of credit or swingline loan under such Replacement Revolving Facility and, to the extent it is necessary for such Issuing Bank or Swingline Lender to withdraw as an Issuing Bank or Swingline Lender, as the case may be, at the time of the establishment of such Replacement Revolving Facility, such withdrawal shall be on terms and conditions reasonably satisfactory to such Issuing Bank or Swingline Lender, as the case may be, in its sole discretion. The Borrower agrees to reimburse each Issuing Bank or Swingline Lender, as the case may be, in full upon demand, for any reasonable and documented out-of-pocket cost or expense attributable to such withdrawal.

(d) The Borrower may approach any Lender or any other person that would be a permitted assignee of a Revolving Commitment pursuant to Section 9.04 to provide all or a portion of the Replacement Revolving Commitments; provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Commitment. Any Replacement Revolving Commitment made on any Replacement Revolving Facility Effective Date shall be designated an additional Class of Revolving Commitments for all purposes of this Agreement; provided that any Replacement Revolving Commitments may, to the extent provided in the applicable Refinancing Amendment, be designated as an increase in any previously established Class of Revolving Commitments.

(e) The Borrower and each Lender providing the applicable Refinancing Term Loans and/or Replacement Revolving Commitments (as applicable) shall execute and deliver to the Administrative Agent an amendment to this Agreement (a “ Refinancing Amendment ”) and such other documentation as the Administrative Agent shall reasonably request in writing (including, without limitation, Flood Documentation reasonably requested by the Administrative Agent (and in form and substance reasonably acceptable to the Administrative Agent) with respect to any Mortgaged Properties). Any Refinancing Amendment shall not require the consent of any Lender other than Lenders providing such Refinancing Term Loans and/or Replacement Revolving Commitments. Each Lender providing such Refinancing Term Loans and/or Replacement Revolving Commitments that is not already a Lender hereunder on the Refinancing Effective Date shall become a Lender under this Agreement pursuant to the Refinancing Amendment. Each Refinancing Amendment shall be binding on the Lenders, the Loan Parties and the other parties hereto. For purposes of this Agreement and the other Loan Documents, (A) if a Lender is providing a Refinancing Term Loan, such Lender will be deemed to have an Other Term Loan having the terms of such Refinancing Term Loan and (B) if a Lender is providing a Replacement Revolving Commitment, such Lender will be deemed to have an Other Revolving Commitment having the terms of such Replacement Revolving Commitment. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.23), (i) there shall be no condition to any incurrence of any Refinancing Term Loan or Replacement Revolving Commitment at any time or from time to time other than those set forth in clauses (a) or (c) above, as applicable, and (ii) all Refinancing Term Loans, Replacement Revolving Commitments and all obligations in respect thereof shall be Secured Obligations under this Agreement and the other Loan Documents that rank equally and ratably in right of security with the Initial Term A Loans and other Secured Obligations (other than Other Incremental Term Loans and Refinancing Term Loans that rank junior in right of security with the Initial Term A Loans, and except to the extent any such Refinancing Term Loans are secured by the Collateral on a junior lien basis in accordance with the provisions above).

Loan Repurchases .

(a) Subject to the terms and conditions set forth or referred to below, the Borrower may from time to time, at its discretion, conduct modified Dutch auctions in order to purchase its Term Loans of one or more Classes (as determined by the Borrower) (each, a “ Purchase Offer ”), each such Purchase Offer to be managed exclusively by the Administrative Agent (or such other financial institution chosen by the Borrower and reasonably acceptable to the Administrative Agent) (in such capacity, the “ Auction Manager ”), so long as the following conditions are satisfied:

(i) each Purchase Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.24 and the Auction Procedures;

(ii) no Default or Event of Default shall have occurred and be continuing on the date of the delivery of each notice of an auction and at the time of (and immediately after giving effect to) the purchase of any Term Loans in connection with any Purchase Offer;

(iii) the aggregate principal amount (calculated on the face amount thereof) of all Term Loans of the applicable Class or Classes so purchased by the Borrower shall automatically be cancelled and retired by the Borrower on the settlement date of the relevant purchase (and may not be resold) (without any increase to EBITDA as a result of any gains associated with cancellation of debt), and in no event shall the Borrower be entitled to any vote hereunder in connection with such Term Loans;

(iv) no more than one Purchase Offer with respect to any Class may be ongoing at any one time;

(v) no purchase of any Term Loans shall be made from the proceeds of any Revolving Loan or Swingline Loan.

(b) If, at the time the Borrower commences any Purchase Offer, it reasonably believes that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Purchase Offer shall be satisfied, then the Borrower shall have no liability to any Term Loan Lender for any termination of such Purchase Offer as a result of its failure to satisfy one or more of the conditions set forth above which are required to be met at the time which otherwise would have been the time of consummation of such Purchase Offer, and any such failure shall not result in any Default or Event of Default hereunder. With respect to all purchases of Term Loans of any Class or Classes made by the Borrower pursuant to this Section 2.24, (x) the Borrower shall pay on the settlement date of each such purchase all accrued and unpaid interest (except to the extent otherwise set forth in the relevant offering documents), if any, on the purchased Term Loans of the applicable Class or Classes up to the settlement date of such purchase and (y) such purchases (and the payments made by the Borrower and the cancellation of the purchased Loans, in each case in connection therewith) shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.11 hereof.

(c) The Administrative Agent and the Lenders hereby consent to the Purchase Offers and the other transactions effected pursuant to and in accordance with the terms of this Section 2.24; provided that notwithstanding anything to the contrary contained herein, no Lender shall have an obligation to participate in any such Purchase Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Sections 2.16, 2.18 and 9.04 will not apply to the purchases of Term Loans pursuant to Purchase Offers made pursuant to and in accordance with the provisions of this Section 2.24. The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article VIII and Section 9.03 to the same extent as if each reference therein to the “Agents” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Purchase Offer.

Extensions of Loans and Commitments .

(a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers made from time to time by the Borrower to all Lenders of any Class of Term Loans and/or Revolving Credit Commitments on a pro rata basis (based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding Term Loans of such Class and, in the case of an offer to the Lenders under any Revolving Facility, on the aggregate outstanding Revolving Credit Commitments under such Revolving Facility, as applicable), and on the same terms to each such Lender (“ Pro Rata Extension Offers ”), the Borrower is hereby permitted to consummate transactions with individual Lenders that agree to such transactions from time to time to extend the maturity date of such Lender’s Loans and/or Commitments of such Class and to otherwise modify the terms of such Lender’s Loans and/or Commitments of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, subject to the provisions in this Section 2.25, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule and/or optional or mandatory prepayments in respect of such Lender’s Loans). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean, (i) in the case of an offer to the Lenders under any Class of Term Loans, that all of the Term Loans of such Class are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Credit Commitments of such Facility are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same. Any such extension (an “ Extension ”) agreed to between the Borrower and any such Lender (an “ Extending Lender ”) will be established under this Agreement by implementing an Other Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “ Extended Term Loan ”) or an Other Revolving Credit Commitment for such Lender if such Lender is extending an existing Revolving Credit Commitment (such extended Revolving Credit Commitment, an “ Extended Revolving Credit Commitment ”, and any Revolving Loan made pursuant to such Extended Revolving Credit Commitment, an “ Extended Revolving Loan ”). Each Pro Rata Extension Offer shall specify the date on which the Borrower proposes that the Extended Term Loan shall be made or the proposed Extended Revolving Credit Commitment shall become effective, which shall be a date not earlier than five (5) Business Days after the date on which notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent).

(b) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an amendment to this Agreement (an “ Extension Amendment ”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Credit Commitments of such Extending Lender (including, without limitation, Flood Documentation reasonably requested by the Administrative Agent (and in form and substance reasonably acceptable to the Administrative Agent) with respect to any Mortgaged Properties). No Lenders other than Extending Lenders shall be required to consent to any amendments made in connection with an Extension Amendment. Each Extension Amendment shall specify the terms of the applicable Extended Term Loans and/or Extended Revolving Credit Commitments; provided , that (i) except as to interest rates, fees and any other pricing terms, and amortization, final maturity date and optional and mandatory prepayments and commitment reductions (which shall, subject to clauses (ii) and (iii) of this proviso, be determined by the Borrower and set forth in the Pro Rata Extension Offer), the Extended Term Loans shall have (x) the same terms as the existing Class of Term Loans from which they are extended or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Extended Term Loans shall be no earlier than the latest Term Facility Maturity Date in effect on the date of incurrence, (iii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans to which such offer relates, (iv) except as to interest rates, fees, any other pricing terms, optional and mandatory prepayments, and final maturity (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), any Extended Revolving Credit Commitment shall have (x) the same terms as the existing Class of Revolving Credit Commitments from which they are extended or (y) have such other terms as shall be reasonably satisfactory to the Administrative Agent and, in respect of any other terms that would affect the rights or duties of any Issuing Bank or Swingline Lender, such terms as shall be reasonably satisfactory to such Issuing Bank or Swingline Lender, and (v) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the Initial Term A Loans in any mandatory prepayment hereunder. Upon the effectiveness of any Extension Amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Term Loans and/or Extended Revolving Credit Commitments evidenced thereby as provided for in Section 9.02 . Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. If provided in any Extension Amendment with respect to any Extended Revolving Credit Commitments, and with the consent of each Swingline Lender and Issuing Bank, participations in Swingline Loans and Letters of Credit shall be reallocated to lenders holding such Extended Revolving Credit Commitments in the manner specified in such Extension Amendment, including upon effectiveness of such Extended Revolving Credit Commitment or upon or prior to the maturity date for any Class of Revolving Credit Commitments.

(c) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Extended Term Loan and/or such Extending Lender’s Revolving Credit Commitment will be automatically designated an Extended Revolving Credit Commitment. For purposes of this Agreement and the other Loan Documents, (i) if such Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Other Term Loan having the terms of such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Credit Commitment, such Extending Lender will be deemed to have an Other Revolving Credit Commitment having the terms of such Extended Revolving Credit Commitment.

(d) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.18 ), (i) each Class of Extended Term Loan or Extended Revolving Credit Commitment is required to be in a minimum amount of $10,000,000, (ii) any Extending Lender may extend all or any portion of its Term Loans and/or Revolving Credit Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Term Loan and/or Extended Revolving Credit Commitment), (iii) there shall be no condition to any Extension of any Loan or Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Term Loan or Extended Revolving Credit Commitment implemented thereby, (iv) all Extended Term Loans, Extended Revolving Credit Commitments and all obligations in respect thereof shall be Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that rank equally and ratably in right of security with all other Obligations of the Class being extended (and all other Secured Obligations secured by Other First Liens), (v) no Issuing Bank or Swingline Lender shall be obligated to provide Swingline Loans or issue Letters of Credit under such Extended Revolving Credit Commitments unless it shall have consented thereto and (vii) there shall be no borrower (other than the Borrowers) and no guarantors (other than the Subsidiary Guarantors) in respect of any such Extended Term Loans or Extended Revolving Credit Commitments.

(e) Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided , (x) that the Borrower shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including, without limitation, timing, rounding and other adjustments and (y) such Extension Offer may be for less than the amount of the aggregate principal amount of the Loan or Commitments which are subject to such Extension Offer and to the extent there is oversubscription the Loans or Commitments which have elected to be extended will be subject to proration based on the aggregate principal amount of Loans or Commitments included in such Extension Offer.

ARTICLE III
Representations and Warranties

The Borrower represents and warrants to the Lenders that:

Organization; Powers . Each Loan Party (i) is a corporation or limited liability company duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (A) own its assets and carry on its business and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (iii) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (iv) is in compliance with all Laws; except in each case referred to in subsection (ii)(A), (iii) or (iv), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Conflicts .

(a) The execution, delivery and performance by each Loan Party of each Loan Document to which it is party, (i) have been duly authorized by all necessary corporate or other organizational action, and (ii) do not (A) contravene the terms of any of such Person’s Organization Documents; (B) conflict with or result in any breach or contravention of, or the creation of any Lien under, (x) any Contractual Obligation (including, for the avoidance of doubt, the Original Credit Agreement) to which the Borrower is a party or (y) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject, except, in each case to the extent that such breach, contravention or creation of any such Lien could not reasonably be expected to have a Material Adverse Effect; or (C) violate any material Law.

(b) No Restricted Subsidiary of the Borrower is in violation of any Law or in breach of any Contractual Obligation (including, for the avoidance of doubt, the Original Credit Agreement), the violation of which could be reasonably likely to have a Material Adverse Effect.

Governmental Approvals . No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document to which it is a party; except for (a) the filing of Uniform Commercial Code financing statements, (b) filings with the United States Patent and Trademark Office and the United States Copyright Office, (c) recordation of the Mortgages and (d) such as have been made or obtained and are in full force and effect.

Enforceability . This Agreement has been, and each other Loan Document to which each Loan Party is a party, when delivered hereunder, will have been, duly executed and delivered by such Loan Party. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (c) implied covenants of good faith and fair dealing.

Financial Condition; No Material Adverse Change .

(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the consolidated financial condition of the Borrower and Welch Allyn, as applicable, as of the date thereof and their respective Consolidated results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness and other liabilities of the Borrower and its Consolidated Subsidiaries and Welch Allyn and its Consolidated subsidiaries, as applicable, as of the date thereof to the extent required by GAAP, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP.

(b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except for the absence of notes and normal year-end adjustments and except as otherwise expressly noted therein, (ii) fairly present the consolidated financial condition of the Borrower and Welch Allyn, as applicable, as of the date thereof and their respective Consolidated results of operations for the period covered thereby, except as expressly noted therein, and subject, in the case of clauses (i) and (ii), to year-end audit adjustments, and (iii) show all material Indebtedness and other liabilities of the Borrower and its Consolidated subsidiaries and Welch Allyn and its Consolidated subsidiaries, as applicable, as of the date thereof to the extent required by GAAP, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP.

(c) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared giving effect (as if such events had occurred on such date or at the beginning of such periods, as the case may be) to the Transactions. The Pro Forma Financial Statements have been prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, and in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof and the Closing Date, and present fairly in all material respects on a pro forma basis the estimated financial position of the Borrower and its Subsidiaries (after giving effect to the Transactions) as at the dates and for the periods set forth therein assuming that the Transactions had actually occurred at such date or at the beginning of the periods covered thereby as described in such Pro Forma Financial Statements.

(d) Since September 30, 2015, there has been no Material Adverse Effect.

Properties; Intellectual Property .

(a) Each of the Borrower and its Restricted Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, including the Mortgaged Property, in each case, subject to Permitted Liens and except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failures to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) Each of the Borrower and its Restricted Subsidiaries owns, is licensed, or otherwise has in its possession and right to use all Intellectual Property used or held for use in or otherwise necessary to conduct its business as presently conducted. The Borrower and its Restricted Subsidiaries have not received any written notice, and are not aware, that the operation of their respective businesses infringes, violates or misappropriates in any material respect upon the Intellectual Property rights of any other Person.

Litigation . There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Restricted Subsidiaries or against any of their properties or revenues that (i) except for the Disclosed Litigation, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect and there has been no material adverse development in any Disclosed Litigation or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby.

Compliance with Agreements; No Default . Neither the Borrower nor any Restricted Subsidiary is in default under or with respect to any Indebtedness or Guarantee that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

Environmental Matters . The Borrower and its Restricted Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Insurance . The properties of the Borrower and its Restricted Subsidiaries are insured with insurance companies or with a captive insurance company that is an Affiliate of the Borrower as to which the Administrative Agent may request reasonable evidence of financial responsibility, in such amounts, with such deductibles and covering such risks as are customarily carried by companies with similar financial capacity and engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Restricted Subsidiary operates.

Taxes . The Borrower and its Restricted Subsidiaries have filed all tax returns and reports required to be filed, and have paid all taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP and except for those tax returns, reports, taxes, assessments, fees and other governmental charges, which in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The Borrower is not aware of any proposed tax assessment against the Borrower or any Restricted Subsidiary that would, if made, have a Material Adverse Effect.

ERISA .

(a) Except as could not reasonably be expected to have a Material Adverse Effect, each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws. Except as could not reasonably be expected to have a Material Adverse Effect, no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

(b) There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no non-exempt prohibited transaction under ERISA Section 406 or violation of the fiduciary responsibility rules under ERISA Section 404 with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c) Except as could not be reasonably expected to have a Material Adverse Effect, (i) no ERISA Event has occurred or is reasonably expected to occur; (ii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (iii) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA.

Federal Reserve Regulations; Investment Company Status .

(a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock (within the meaning of Regulation U issued by the Board), or extending credit for the purpose of purchasing or carrying Margin Stock and no part of the proceeds of any Loans or drawings under or any Letter of Credit will be used by the Borrower or any of its Restricted Subsidiaries in any manner that would result in a violation of Regulation T, Regulation U or Regulation X.

(b) Neither the Borrower nor any of its Restricted Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

(c) Neither the making of the Loans, nor the issuance of the Letters of Credit or the application of the proceeds or repayment thereof by the Borrower, nor the consummation of other transactions contemplated hereunder, will violate any provision of the Investment Company Act of 1940 or any rule, regulation or order of the SEC.

Disclosure . No report, financial statement, certificate or other information (other than projections, estimates, forecasts and other forward-looking information and information of a general economic or industry-specific nature) furnished (whether in writing or orally) by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to forecasts or projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time prepared (it being understood by the Administrative Agent and the Lenders that any such projections are not to be viewed as facts and are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower or its Restricted Subsidiaries, that no assurances can be given that such projections will be realized and that actual results may differ materially from such projections).

Compliance with Laws . Each of the Borrower and each Restricted Subsidiary is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Anti-Corruption Laws and Sanctions . The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary or to the knowledge of the Borrower or such Subsidiary any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other Transactions will violate any Anti-Corruption Law or applicable Sanctions. None of the Borrower or any Subsidiary or any other Affiliate of any of their respective agents acting or benefiting in any capacity in connection with the Loans or other transactions hereunder is in violation in any material respect of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Act ”).

Subsidiaries . Schedule 3.17 lists each Subsidiary of the Borrower (and the direct and indirect ownership interest of the Borrower therein), in each case existing on the Closing Date after giving effect to the Transactions and all of the outstanding Equity Interests in the Borrower and its Subsidiaries have been validly issued, are fully paid and, in the case of Equity Interests representing corporate interests, nonassessable and, on the Closing Date, all Equity Interests owned directly or indirectly by each Loan Party are owned free and clear of all Liens other than Liens incurred under the Loan Documents and Lien permitted by the terms of this Agreement.

Security Documents .

(ii) In the case of the Welch Allyn Transferred Shares described in the Welch Allyn Pledge Agreement, when certificates representing such Collateral required to be delivered under the Welch Allyn Pledge Agreement are delivered to the Collateral Agent, the Collateral Agent (for the benefit of the Secured Parties) has a fully perfected Lien on, and security interest in, all right, title and interest of New US, LLP and each other pledgor or grantor party thereto in such Collateral as security for the Secured Obligations to the extent perfection in such collateral can be obtained by filing Uniform Commercial Code financing statements or possession, in each case prior and superior in right to the Lien of any other person.

(b) When the Security Agreement or a short form thereof is filed and recorded in the United States Patent and Trademark Office and/or the United States Copyright Office, as applicable, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a)(i) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States registered trademarks and patents, trademark and patent applications and registered copyrights, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and issued patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date). For the avoidance of doubt, the grant of a security interest in such Intellectual Property (and the perfection thereto) shall not be deemed to be an assignment of Intellectual Property rights owned by the Loan Parties.

(c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to this Agreement shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) or, if so contemplated by the respective Mortgage, the Collateral Agent and the other Secured Parties, legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage Taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens.

(d) Notwithstanding anything herein (including this Section 3.18) or in any other Loan Document to the contrary, no Borrower or any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Solvency . Immediately after giving effect to the Restatement Transactions on the Restatement Effective Date and the making of each Loan on the Restatement Effective Date and the application of the proceeds of such Loans, (i) the fair value of the assets of the Borrower and its Subsidiaries on a Consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its Subsidiaries on a Consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its Subsidiaries on a Consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its Subsidiaries on a Consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its Subsidiaries on a Consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its Subsidiaries on a Consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Restatement Effective Date.

EEA Financial Institution . No Loan Party is an EEA Financial Institution.

ARTICLE IV
Conditions

Restatement Effective Date . The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder (including those to be made on the Restatement Effective Date) shall become effective on the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, in form and substance satisfactory to the Administrative Agent and its counsel.

(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of Winston & Strawn LLP, counsel for the Loan Parties, Barnes & Thornburg LLP, Indiana counsel for the Loan Parties, Dorsey & Whitney LLP, Minnesota counsel for the Loan Parties and Dickinson Wright PLLC, Michigan counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, and covering such other matters relating to the Loan Parties, the Loan Documents or the Restatement Transactions as the Administrative Agent shall reasonably request.

(c) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each of the Loan Parties dated the Restatement Effective Date and certifying:

(i) that attached thereto is a true and complete copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, certified as of a recent date by the Secretary of State (or other similar official or Governmental Authority) of the jurisdiction of its organization;

(ii) that attached thereto is a true and complete copy of a certificate as to the good standing (to the extent available in such jurisdiction) of such Loan Party from the jurisdiction of its organization as of a recent date from such Secretary of State (or other similar official or Governmental Authority) and bring down good standings as of the Restatement Effective Date (or if agreed to by the Administrative Agent, one or two Business Days immediately prior to the Restatement Effective Date);

(iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Restatement Effective Date and at all times since a date prior to the date of the resolutions described in the following clause (iv);

(iv) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party, authorizing the execution, delivery and performance by such Loan Party of this Agreement and the borrowings hereunder, and the execution, delivery and performance of each of the other Loan Documents required hereby with respect to such Loan Party and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Restatement Effective Date; and

(v) as to the incumbency and specimen signature of each officer or authorized signatory executing this Agreement or any other Loan Document in connection herewith on behalf of such Loan Party.

(d) The Administrative Agent shall have received the results of a search of the Uniform Commercial Code filings made with respect to the Loan Parties in the jurisdictions contemplated by the Security Agreement or requested by the Collateral Agent and copies of the financing statements disclosed by such search of the Borrower and evidence reasonably satisfactory to the Administrative Agent that the Liens other than Permitted Liens have been, or will be simultaneously or substantially concurrently with the Restatement Effective Date, released (or arrangements reasonably satisfactory to the Administrative Agent for such release have been made).

(e) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the president, a vice president or a chief financial officer of the Borrower, certifying that the conditions set forth in clause (j) have been met.

(f) The Administrative Agents (as defined in the Original Credit Agreement) shall have received notices of prepayment with respect to the Initial Term Loans and the Initial Revolving Commitments (each as defined in the Original Credit Agreement), each setting forth the information required by Section 2.11(a) of the Original Credit Agreement.

(g) The Lenders shall have received a solvency certificate in form and substance reasonably satisfactory to the Administrative Agent and signed by the chief financial officer or other officer with equivalent duties of the Borrower confirming the solvency of the Borrower and its Subsidiaries on a Consolidated basis after giving effect to the Restatement Transactions on the Restatement Effective Date.

(h) The Lenders shall have received, at least two (2) Business Days prior to the Restatement Effective Date, all documentation and other information required by regulatory authorities under applicable “ know your customer ” and anti-money laundering rules and regulations, including, without limitation, the Act, to the extent any such information or documentation was requested at least ten (10) Business Days prior to the Restatement Effective Date.

(i) All accrued costs, fees and expenses (including legal fees and expenses (including the fees of Cahill, Gordon & Reindel LLP) and the fees and expenses of any other advisors) and other compensation payable to the Administrative Agent, the Joint Lead Arrangers or any Lender, as previously agreed among the Joint Lead Arrangers and the Administrative Agent, as applicable, and the Borrower, in each case, to the extent invoiced at least three (3) Business Days prior to the Restatement Effective Date, shall, upon the funding of the Initial Term Loans, have been paid (which amounts may be offset against the proceeds of the Initial Term Loans).

(j) After giving effect to this Agreement and the transactions contemplated hereby (including the Restatement Effective Date Financing), no Default or Event of Default has occurred and is continuing on the Restatement Effective Date.

(k) Each Loan Party shall have entered into a reaffirmation agreement, in form and substance reasonably acceptable to the Administrative Agent.

(l) [Reserved].

(m) The Administrative Agent shall have received a Borrowing Request related to the Initial Term Loans and any Initial Revolving Loan (if requested) in form and substance reasonably satisfactory to the Administrative Agent.

For purposes of determining whether the Closing Date or the Restatement Effective Date has occurred, each Lender that has executed this Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agents or such Lender and the Administrative Agents shall notify the Borrower and the Lenders of the Restatement Effective Date and such notice shall be conclusive and binding.

Each Other Credit Event . The obligation of each Lender to make a Loan on the occasion of any Borrowing after the Restatement Effective Date, and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit after the Restatement Effective Date, is subject to the satisfaction of the following conditions:

(a) The representations and warranties of the Borrower set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (or in all respects if the applicable representation and warranty is qualified by Material Adverse Effect or any other materiality qualifier) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable; provided that, in the case of an Incremental Facility, the proceeds of which are used to make a Permitted Acquisition, only the Specified Representations shall be required to be true and correct.

(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

ARTICLE V
Affirmative Covenants

Until the Termination Date, the Borrower covenants and agrees with the Lenders that:

Financial Statements . The Borrower will deliver to the Administrative Agent (for further distribution to each Lender):

(a) as soon as available, but in any event within 100 days after the end of each fiscal year of the Borrower (or within five days of such other time required by the SEC), a consolidated balance sheet of the Borrower as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, and audited and accompanied by a report and opinion of PricewaterhouseCoopers LLP or another independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit (other than solely with respect to, or resulting solely from an upcoming maturity date under the Facilities occurring within one (1) year from the time such opinion is delivered)), which report and opinion shall be prepared in accordance with generally accepted auditing standards, together with a customary “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; and

(b) as soon as available, but in any event within 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (or within five days of such other time required by the SEC), a consolidated balance sheet of the Borrower as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to year-end audit adjustments and the absence of footnotes, together with a customary “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

As to any information contained in materials furnished pursuant to Section 5.02, the Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified therein.

Documents required to be delivered pursuant to Section 5.01 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (A) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the following website address: www.hill-rom.com; or (B) on which such documents are posted on the Borrower’s behalf on Intralinks or a substantially similar electronic system (the “ Platform ”). The Administrative Agent shall register through the Borrower’s website using the following link (http://ir.hill-rom.com/alerts.cfm?) to receive email alerts for all press releases and all SEC Filings (such alerts, the “ Email Alerts ”). Until the Administrative Agent provides written notice to a Responsible Officer of the Borrower that the Administrative Agent has unsubscribed from such Email Alerts, the Borrower shall not be required to notify the Administrative Agent of the posting of any such documents posted on such website. At the request of the Administrative Agent, the Borrower shall provide to the Administrative Agent (by electronic mail) electronic versions ( i.e ., soft copies) of such documents. The Administrative Agent shall have no obligation to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Borrower acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “ Borrower Materials ”) by posting the Borrower Materials on the Platform and (b) certain of the Lenders may be “public-side” Lenders ( i.e ., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “ Public Lender ”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

Certificates; Other Information . The Borrower will deliver to the Administrative Agent (for further distribution to each Lender):

(a) concurrently with the delivery of the financial statements referred to in Section 5.01, a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower;

(b) promptly after the same are available, copies of each annual report, proxy or financial statement or other material report or communication sent generally to the stockholders or securityholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; provided , however, that such reports, proxy statements, filings and other materials required to be delivered pursuant to this clause (b) (other than materials required to be delivered under Section 5.01(a) and (b)) shall be deemed delivered for purposes of this Agreement when posted to the website of the Borrower or the website of the SEC until the Administrative Agent provides written notice to a Responsible Officer of the Borrower that the Administrative Agent has unsubscribed from such Email Alerts, the Borrower shall not be required to notify the Administrative Agent of the posting of any such documents posted on such website;

(c) promptly, such additional information regarding the business, financial or corporate affairs of the Borrower or any Restricted Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent may from time to time reasonably request; and

(d) concurrently with the delivery of the financial statements required to be delivered pursuant to Section 5.01(a), a detailed consolidated budget of the Borrower and its Consolidated Subsidiaries by month for such fiscal year (including a projected consolidated balance sheet and the related consolidated statements or projected cash flows and projected income of the Borrower and its Consolidated Subsidiaries for each quarter of such fiscal year).

In addition, promptly after the delivery of the information referred to in Section 5.01(a) or (b), as applicable, the Borrower shall also hold live quarterly conference calls with the opportunity to ask questions of management; provided , however , that the preceding requirement shall be satisfied by the holding of a quarterly earnings call by the Borrower as it customarily conducts with its stockholders. No fewer than five (5) Business Days prior to the date such conference call is to be held, the Borrower shall give notice to the Administrative Agent of such quarterly conference call for the benefit of the Lenders, which notice shall contain the time and the date of such conference call and information on how to access such quarterly conference call.

The Borrower hereby (i) authorizes the Administrative Agent to make the financial statements to be provided above along with the Loan Documents, available to all Lenders and (ii) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to all Lenders without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information or the Borrower has no outstanding publicly traded securities. In no event will the Administrative Agent post compliance certificates or budgets to public side Lenders.

Notices . The Borrower will promptly, within five (5) Business Days after knowledge thereof, notify the Administrative Agent and each Lender:

(a) of the occurrence of any Default; and

(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect.

Payment of Obligations . The Borrower will pay and discharge, and cause each Restricted Subsidiary to pay and discharge, as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Restricted Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness, except, in each case, to the extent that the failure to discharge such obligations and liabilities, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc . (a) The Borrower will preserve, renew and maintain, and cause each Restricted Subsidiary to preserve, renew and maintain, in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization, except in a transaction permitted by Section 6.04 and except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (b) the Borrower will take, and cause each Restricted Subsidiary to take, all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (c) the Borrower will preserve or renew, and cause each Restricted Subsidiary to preserve or renew, all of its registered patents, trademarks, trade names and service marks, except either (i) in a transaction permitted by Section 6.04 or (ii) to the extent that the nonpreservation or non-renewal of such patents, trademarks, trade names and service marks could not reasonably be expected to have a Material Adverse Effect and (d) the Borrower shall not cease to be a legal entity organized under the Laws of the United States, any state thereof or the District of Columbia.

Maintenance of Properties; Insurance .

(a) The Borrower will (i) maintain, and cause each Restricted Subsidiary to maintain, with insurance companies or through reasonably adequate self-insurance or with a captive insurance company that is an Affiliate of the Borrower as to which the Administrative Agent may request reasonable evidence of financial responsibility, insurance with respect to its properties in such amounts with such deductibles and covering such risks as are customarily carried by companies with similar financial capacity and engaged in similar businesses and owning similar properties in localities where the Borrower or applicable Restricted Subsidiaries operates and (ii) cause the Collateral Agent to be listed as mortgagee/loss payee on property and casualty policies with respect to real and tangible personal property and assets constituting Collateral located in the United States of America and as an additional insured on all general liability policies.

(b) Except as the Collateral Agent may agree in its reasonable discretion, within sixty (60) days after the date on which such Mortgaged Property is required to be encumbered by a Mortgage hereunder (or such later date (A) not to exceed an additional fifteen (15) days if reasonably required by Company or (B) as such period may be further extended in the sole discretion of the Collateral Agent), cause all such property and casualty insurance policies with respect to the Mortgaged Property located in the United States of America to be endorsed or otherwise amended to include a “standard” lender’s loss payable endorsement, or equivalent, in form and substance reasonably satisfactory to the Collateral Agent, deliver a certificate of insurance to the Collateral Agent; deliver to the Collateral Agent, prior to or concurrently with the cancellation or nonrenewal of any such policy of insurance covered by this clause (B), a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the Collateral Agent), or insurance certificate with respect thereto, together with evidence satisfactory to the Collateral Agent of payment of the premium therefor, in each case of the foregoing, to the extent customarily maintained, purchased or provided to, or at the request of, lenders by similarly situated companies in connection with credit facilities of this nature.

(c) The Collateral Agent shall have received the Flood Documentation (in a form reasonably acceptable to the Administrative Agent) at least five (5) Business Days prior to the recording of any Mortgage and, at the time of delivery of the applicable Mortgage, if any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area (each a “ Special Flood Hazard Area ”) with respect to which flood insurance has been made available under the Flood Insurance Laws (as now or hereafter in effect or successor act thereto), (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient (x) to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (y) in the reasonable discretion of the Administrative Agent; provided that such insurer may not be an Insurance Subsidiary and (ii) deliver to the Collateral Agent evidence of such compliance in form and substance reasonably acceptable to the Collateral Agent.

(d) In connection with the covenants set forth in this Section 5.06, it is understood and agreed that (i) the Administrative Agent, the Collateral Agent, the Lenders, the Issuing Bank and their respective agents or employees shall not be liable for any loss or damage insured by the insurance policies required to be maintained under this Section 5.06, it being understood that (A) the Loan Parties shall look solely to their insurance companies or any other parties other than the aforesaid parties for the recovery of such loss or damage and (B) such insurance companies shall have no rights of subrogation against the Administrative Agent, the Collateral Agent, the Lenders, any Issuing Bank or their agents or employees. If, however, the insurance policies, as a matter of the internal policy of such insurer, do not provide waiver of subrogation rights against such parties, as required above, then the Borrower, on behalf of itself and behalf of each of its Subsidiaries, hereby agrees, to the extent permitted by law, to waive, and further agrees to cause each of their Subsidiaries to waive, its right of recovery, if any, against the Administrative Agent, the Collateral Agent, the Lenders, any Issuing Bank and their agents and employees; (ii) the designation of any form, type or amount of insurance coverage by the Collateral Agent (including acting in the capacity as the Collateral Agent) under this Section 5.06 shall in no event be deemed a representation, warranty or advice by the Collateral Agent or the Lenders that such insurance is adequate for the purposes of the business of the Borrower and the Subsidiaries or the protection of their properties; and (iii) the amount and type of insurance that the Borrower and its Subsidiaries has in effect as of the Closing Date and the certificates listing the Collateral Agent as mortgagee/loss payee or additional insured, as the case may be, satisfy for all purposes the requirements of this Section 5.06.

Compliance with Laws . The Borrower will comply, and cause each Restricted Subsidiary (and in the case of Laws related to Sanctions and Anti-Corruption Laws, all subsidiaries) to comply, in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

Books and Records . The Borrower will maintain, and cause each Restricted Subsidiary to maintain, proper books of record and account, in conformity with GAAP.

Maintenance of Ratings . The Borrower shall use commercially reasonable efforts to (a) obtain and maintain public ratings from Moody’s and S&P for the Loans and (b) maintain public corporate credit ratings and corporate family ratings from Moody’s and S&P in respect of the Borrower; provided , however , in each case, that the Borrower and its Subsidiaries shall not be require to obtain or maintain any specific rating.

Inspection Rights . The Borrower will permit, and cause each Restricted Subsidiary to permit, representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, at the expense of the Borrower and at such reasonable times during normal business hours (but not more frequently than one such inspection within a twelve month period) and upon reasonable advance notice to the Borrower; provided , however , that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.

Use of Proceeds . On the Closing Date, the Borrower used the proceeds of any Loans funded on the Closing Date (together with the Seller Equity and the proceeds of the 2023 Hill-Rom Notes) to consummate the Acquisition, fund the Refinancing Payoffs and pay Transaction Expenses. After the Closing Date, the Borrower will use the proceeds of the Revolving Loans and Letters of Credit (a) to provide for working capital to the Borrower and its Subsidiaries, (b) to pay fees and expenses related to this Agreement, (c) for other general corporate purposes not in contravention of any Law or of any Loan Document and (d) to finance acquisitions in accordance with the terms of this Agreement. After the Closing Date, the Borrower will use the proceeds of Term Loans (a) to finance acquisitions and investments in accordance with the terms of this Agreement and (b) for other general corporate purposes not in contravention of any Law or of any Loan Document. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or in a European Union member state or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto. The Borrower will not, and will not permit any Subsidiary to, use the proceeds of any Loans or Letters of Credit, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the Board) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose, in each case, in violation of Regulation U of the Board. On the Restatement Effective Date, the Borrower will use the proceeds of any Loans funded on the Restatement Effective Date to effect the Restatement Transactions.

Additional Subsidiary Guarantors; Additional Security; Further Assurances, etc .

(a) The Borrower will cause any Person that becomes a Domestic Subsidiary after the Closing Date (other than any Excluded Subsidiary or, so long as the Existing Hill-Rom Notes are outstanding, any Real Estate SPE) whether by acquisition, formation or otherwise and any Person that ceases to be an Excluded Subsidiary after the Closing Date and any Real Estate SPE after the redemption, discharge, defeasance or other repayment in full of all of the Existing Hill-Rom Notes (i) to execute and deliver to the Administrative Agent, within 45 days (or such later date as may be agreed by the Administrative Agent) (A) of such Person first becoming a Domestic Subsidiary, (B) of such Person no longer constituting an Excluded Subsidiary or (C) of such redemption, discharge, defeasance or other repayment of all the of the Existing Hill-Rom Notes), (I) a supplement to the Guaranty Agreement (if not already a party thereto), in the form prescribed therein, guaranteeing the obligations of the Borrower hereunder and (II) a supplement to the Security Agreement in the form prescribed therein and cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Loan Party and (ii) concurrently with the delivery of such supplement and Security Documents (other than the Welch Allyn Pledge Agreement), to deliver to the Administrative Agent (x) evidence of action of such Person’s Board of Directors or other governing body authorizing the execution, delivery and performance thereof and (y) a favorable written opinion of counsel for such Person, in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to such Person and the Guaranty Agreement and Security Documents (other than the Welch Allyn Pledge Agreement) as the Administrative Agent may reasonably request. The Borrower and the Loan Parties will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that the Collateral Agent may reasonably request (including, without limitation, those required by applicable law), to create, perfect and maintain the Liens and security interests for the benefit of the Secured Parties contemplated by the Loan Documents and to satisfy the Collateral and Guarantee Requirement and to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties and provide to the Collateral Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents (other than the Welch Allyn Pledge Agreement).

(ii) The Borrower (A) will (x) cause New US, LLP, on the Welch Allyn Equity Transfer Effective Date, and (y) any person that is a New US, LLP Permitted Transferee on the date it becomes a New US, LLP Permitted Transferee, in each case of clauses (x) and (y) to execute and deliver, to the Administrative Agent a pledge agreement which grants a security interest in all right, title and interest of New US, LLP and any New US, LLP Permitted Transferee, as applicable, in the Welch Allyn Transferred Shares, certain related assets and the proceeds thereof as security for the Secured Obligations, in form and substance satisfactory to the Administrative Agent (the “ Welch Allyn Pledge Agreement ”) and (B) concurrently with the delivery of such Welch Allyn Pledge Agreement, deliver to the Administrative Agent (A) evidence of action of the Board of Directors or other governing body of New US, LLP or any New US, LLP Permitted Transferee, as applicable, authorizing the pledge of the Welch Allyn Transferred Shares and the execution, delivery and performance of the Welch Allyn Pledge Agreement and (B) favorable written opinions of counsel for New US, LLP or any New US, LLP Permitted Transferee, as applicable, in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to such Person and the Welch Allyn Pledge Agreement as the Administrative Agent may reasonably request. New US, LLP or any New US, LLP Permitted Transferee, as applicable, will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that the Collateral Agent may reasonably request (including, without limitation, those required by applicable law), to create, perfect and maintain the Liens and security interests for the benefit of the Secured Parties contemplated by the Welch Allyn Pledge Agreement, all at the expense of the Loan Parties and provide to the Collateral Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents.

(b) If any asset (other than Real Property) is acquired by the Borrower or any Subsidiary Guarantor after the Closing Date or owned by an entity at the time it becomes a Subsidiary Guarantor (in each case other than (x) assets constituting Collateral under a Security Document that automatically become subject to the Lien of such Security Document upon acquisition thereof or (y) assets constituting Excluded Property) or any asset ceases to be Excluded Property, such Loan Party will, (i) notify the Collateral Agent of such acquisition, ownership (subject to Section 4.9.1 in the Security Agreement with respect to Intellectual Property) or event that causes such assets to no longer be Excluded Property and (ii) cause such asset to be subjected to a Lien (subject to any Permitted Liens) securing the Secured Obligations by such actions as shall be reasonably requested by the Collateral Agent to satisfy the Collateral and Guarantee Requirement to be satisfied with respect to such asset, including actions described in clause (a) of this Section 5.12, all at the expense of the Loan Parties, subject to the penultimate paragraph of this Section 5.12.

(c) The Borrower will grant and cause each of the Subsidiary Guarantors to grant to the Collateral Agent security interests in, and mortgages on, any Material Real Property of the Loan Parties that are not Mortgaged Property as of the Closing Date, to the extent acquired after the Closing Date and otherwise required by the Collateral and Guarantee Requirement, within ninety (90) days after such acquisition (or such later date as the Collateral Agent may agree in its reasonable discretion) pursuant to documentation in form and substance reasonably acceptable to the Borrower and the Collateral Agent (with such changes as are reasonably acceptable to the Collateral Agent to account for local law matters which do not materially decrease any rights nor increase any obligations of the Borrowers) or in such other form as is reasonably satisfactory to the Collateral Agent and the Borrower (each, an “ Additional Mortgage ”), which security interest and mortgage shall constitute valid and enforceable Liens subject to no other Liens except Permitted Liens and (ii) record or file, and cause each such Subsidiary Guarantor to record or file, the Additional Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent (for the benefit of the Secured Parties) required to be granted pursuant to the Additional Mortgages and pay, and cause each such Subsidiary Guarantor to pay, in full, all Taxes, fees and other charges required to be paid in connection with such recording or filing, in each case subject to the penultimate paragraph of this Section 5.12. Unless otherwise waived by the Collateral Agent, with respect to each such Additional Mortgage, the Borrower shall cause the requirements set forth in clauses (h) and (i) of the definition of “Collateral and Guarantee Requirement” to be satisfied with respect to such Material Real Property.

(d) Promptly, upon the reasonable request of the Administrative Agent or the Collateral Agent, at Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens except as permitted by the applicable Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. Furnish to the Collateral Agent promptly (and in any event within ten (10) days thereof (or such longer period as the Collateral Agent may agree in its sole discretion)) written notice of any change (A) in any Loan Party’s corporate or organization name, (B) in any Loan Party’s identity or organizational structure, (C) in any Loan Party’s organizational identification number (to the extent relevant in the applicable jurisdiction of organization) and (D) in any Loan Party’s jurisdiction of organization; provided , that the Borrower shall not effect or permit any such change unless all filings have been made, or will have been made within 10 days following such change (or such longer period as the Collateral Agent may agree in its sole discretion), under the Uniform Commercial Code (or its equivalent in any applicable jurisdiction) that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral in which a security interest may be perfected by such filing, for the benefit of the Secured Parties.

Designation of Subsidiaries .

(a) Subject to Section 5.13(b) below, the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by such Borrower therein at the date of designation in an amount equal to the Fair Market Value of such Borrower’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.

(b) The Borrower may not (x) designate any Restricted Subsidiary as an Unrestricted Subsidiary, or (y) designate an Unrestricted Subsidiary as a Restricted Subsidiary, in each case unless:

(i) no Default or Event of Default exists or would result therefrom;

(ii) in the case of clause (y) only, immediately after giving pro forma effect to such designation, the Borrower is in compliance with the Financial Covenants as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01; and

(iii) in the case of clause (x) only, (A) the Subsidiary to be so designated does not (directly, or indirectly through its Subsidiaries) own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, the Borrower or any Restricted Subsidiary, and (B) neither the Borrower nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Indebtedness that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its stated maturity upon the occurrence of a default with respect to any Indebtedness, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary).

Post-Closing Requirements . Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, the parties hereto acknowledge and agree that the Loan Parties shall satisfy the post-closing requirements set forth in Schedule 5.14 hereto within the time period specified therein.

ARTICLE VI
Negative Covenants

Until the Termination Date, the Borrower covenants and agrees with the Lenders that:

Liens . The Borrower will not, and will not permit any Restricted Subsidiary to, create or suffer to exist, any Lien on or with respect to any of its properties or assets, whether now owned or hereafter acquired, or assign any right to receive income other than the following (collectively, the “ Permitted Liens ”):

(a) Liens created pursuant to any Loan Document (including Liens created under the Security Documents securing obligations in respect of Secured Hedge Agreements, Secured Cash Management Agreements and any Permitted Bi-Lateral Letter of Credit Facility) and any Refinancing Notes, Refinancing Term Loans and Replacement Revolving Loans incurred to refinance or replace such Indebtedness;

(b) Liens existing on the Closing Date and, to the extent securing Indebtedness in an aggregate principal amount in excess of $5,000,000, that are listed on Schedule 6.01 and any renewals or extensions thereof; provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 6.03(b);

(c) Liens for Taxes, assessments or other governmental charges or levies not yet delinquent by more than 30 days or that are being contested in good faith in compliance with Section 5.04;

(d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings in the circumstances, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP;

(e) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation (other than any Lien imposed by ERISA) and deposits securing liability insurance carriers under insurance or self-insurance arrangements in the ordinary course of business and (ii) pledges or deposits securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Restricted Subsidiary;

(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature (including letters of credit in lieu of any such bonds or to support the issuance thereof) incurred in the ordinary course of business, including those to secure health, safety and environmental obligations in the ordinary course of business;

(g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property existing or incurred in the ordinary course of business which, in the aggregate, do not materially interfere with the ordinary conduct of the business of the applicable Person;

(h) Liens securing Indebtedness permitted under Section 6.03(d); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and accessions and additions thereto, proceeds and products thereof, customary security deposits and related property and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;

(i) Liens securing Indebtedness permitted under Section 6.03 (f)(A) and (B), Section 6.03(g)(A) and (B) (provided that, with respect to any assumed Indebtedness, such Liens (i) are limited to Liens existing on the acquired property at the time of acquisition thereof and were not created in contemplation thereof and (ii) do not extend to or cover any other property), Section 6.03(i) and Section 6.03(m) ( provided that, if such Indebtedness is incurred by the Borrower or a Subsidiary Guarantor such Lien is pari passu or junior in priority to the Liens securing the Secured Obligations and such Indebtedness is subject to a Permitted First Lien Intercreditor Agreement or Permitted Junior Lien Intercreditor Agreement, as applicable);

(j) statutory rights of set-off arising in the ordinary course of business;

(k) Liens existing on property at the time of acquisition thereof by the Borrower or any Restricted Subsidiary and not created in contemplation thereof;

(l) Liens existing on property of a Restricted Subsidiary at the time such Restricted Subsidiary is merged or consolidated with or into, or acquired by, the Borrower or any Restricted Subsidiary or becomes a Restricted Subsidiary and not created in contemplation thereof;

(m) Liens (i) in favor of banks which arise under Article 4 of the UCC on items in collection and documents relating thereto and the proceeds thereof and (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, (iii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes or (iv) in favor of credit card companies pursuant to agreements therewith in the ordinary course of business;

(n) other Liens securing liabilities or assignments of rights to receive income in an aggregate amount not to exceed the greater of (i) $150,000,000 and (ii) 3.50% of Consolidated Total Assets at any time outstanding;

(o) Liens arising out of any Sale Leaseback permitted under this Agreement, so long as such Liens attach only to the property sold and being leased in such transaction and any accessions and additions thereto or proceeds and products thereof and related property;

(p) non-consensual Liens securing judgments for the payment of money that do not constitute an Event of Default under Section 7.01(f);

(q) any interest or title of a ground lessor or any other lessor, sublessor or licensor under any ground leases or any other leases, subleases or licenses entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business, and all Liens suffered or created by any such ground lessor or any other lessor, sublessor or licensor (or any predecessor in interest) with respect to any such interest or title in the real property which is subject thereof;

(r) Liens securing obligations in respect of letters of credit, bank guarantees, warehouse receipts or similar obligations permitted under Section 6.03(e) or (q) and incurred in the ordinary course of business and consistent with past practice and not supporting obligations in respect of Indebtedness for borrowed money;

(s) leases or subleases, and licenses or sublicenses (including with respect to any fixtures, furnishings, equipment, vehicles or other personal property, or Intellectual Property), granted to others in the ordinary course of business not interfering in any material respect with the business of the Borrower and its Restricted Subsidiaries, taken as a whole and not securing any Indebtedness;

(t) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(u) Liens solely on any cash earnest money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder;

(v) Liens with respect to property or assets of any Restricted Subsidiary that is not a Loan Party securing obligations in respect of Indebtedness of a Restricted Subsidiary that is not a Loan Party to the extent such Indebtedness is permitted to be incurred under Section 6.03;

(w) Liens on any amounts held by a trustee under any indenture or other debt agreement issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions, in each case, to the extent such Indebtedness is permitted under Section 6.03;

(x) Liens arising from precautionary Uniform Commercial Code financing statements regarding operating leases or other obligations not constituting Indebtedness;

(y) Liens on Equity Interests in joint ventures that are not Restricted Subsidiaries (A) securing obligations of such joint venture or (B) pursuant to the relevant joint venture agreement or arrangement;

(z) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents under clause (5) of the definition thereof;

(aa) Liens in respect of Qualified Receivables Facilities entered into in reliance on Section 6.03(u) that extend only to Permitted Receivables Facility Assets, Permitted Receivables Related Assets or the Equity Interests of any Receivables Entity;

(bb) Liens securing insurance premiums financing arrangements; provided , that such Liens are limited to the applicable unearned insurance premiums;

(cc) in the case of Real Property that constitutes a leasehold interest, any Lien to which the fee simple interest (or any superior leasehold interest) is subject;

(dd) Liens on cash or Permitted Investments securing Hedging Agreements in the ordinary course of business submitted for clearing in accordance with applicable Requirements of Law;

(ee) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit or bank guarantee issued or created for the account of the Borrower or any Restricted Subsidiary in the ordinary course of business; provided, that such Lien secures only the obligations of the Borrower or such Restricted Subsidiaries in respect of such letter of credit, bank guarantee or banker’s acceptance to the extent permitted under Section 6.03;

(ff) Subordination, non-disturbance and/or attornment agreements with any ground lessor, lessor or any mortgagor of any of the foregoing, with respect to any ground lease or other lease or sublease entered into by the Borrower or any Restricted Subsidiary;

(gg) Liens arising out of conditional sale, title retention or similar arrangements for the sale or purchase of goods by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business; and

(hh) With respect to any Real Property which is acquired in fee after the Closing Date, Liens which exist immediately prior to the date of acquisition, excluding any Liens securing Indebtedness which is not otherwise permitted hereunder provided, that (i) such Lien is not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any other property or assets of the Borrower or any of its Restricted Subsidiaries; and

(ii) To the extent the Existing Hill-Rom N otes are required to be secured by Liens on the Collateral pursuant to the terms of the indenture s governing the Existing Hill-Rom Notes as in effect on the Closing Date, Liens securing the Existing Hill-Rom Notes in an amount not to exceed the aggregate principal amount thereof outstanding on the Closing Date; provided that (x) such Liens shall only extend to Collateral required to be secured pursuant to such indenture s and (y) such Existing Hill-Rom Notes are subject to a customary intercreditor agreement reasonably satisfactory to the Administrative Agent.

Permitted Acquisitions . The Borrower will not, and will not permit any Restricted Subsidiary to, purchase or acquire (through an acquisition, merger, consolidation or otherwise) (in one or a series of transactions) of all of the capital stock or equity interests or all or substantially all of the assets of any Person, unless (a) immediately before and after giving pro forma effect thereto, no Default shall have occurred and be continuing or would result therefrom, (b) if the aggregate amount invested (including assumed debt) is greater than $400,000,000, pro forma consolidated historical financial statements of the Borrower and its Subsidiaries and a Compliance Certificate as of the end of the most recent fiscal quarter for the four fiscal quarters most recently ended giving effect to the acquisition of the company or business pursuant to this Section 6.02 are delivered to the Administrative Agent not less than five Business Days prior to the consummation of any such acquisition or series of acquisitions, (c) such acquired or surviving Person becomes a Subsidiary Guarantor (and a Restricted Subsidiary) or the assets acquired are contributed to or purchased by a Subsidiary Guarantor or the Borrower (or an entity that simultaneously becomes a Subsidiary Guarantor); provided that, up to the greater of (x) $100,000,000 and (y) 2.50% of Consolidated Total Assets may be used to acquire Persons that do not become Subsidiary Guarantors or to acquire assets that are not contributed to or purchased by the Borrower or a Subsidiary Guarantor so long as such Persons are Restricted Subsidiaries or such assets are contributed to or purchased by Restricted Subsidiaries, (d) the business of such Person or such assets, as the case may be, constitute a business permitted by Section 6.07 and (e) with respect to each such purchase or other acquisition, all actions required to be taken with respect to any such newly created or acquired Subsidiary (including each subsidiary thereof) or assets in order to satisfy the Collateral and Guarantee Requirement to the extent applicable shall have been taken to the extent required by Section 5.12 (any such transaction, a “ Permitted Acquisition ”).

Indebtedness . The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or suffer to exist, any Indebtedness, except:

(a) Indebtedness under (i) the Loan Documents (including pursuant to Sections 2.20 and 2.25) and any Refinancing Notes, Refinancing Term Loans and Replacement Revolving Loans incurred to refinance or replace such Indebtedness and (ii) Permitted Bi-Lateral Letter of Credit Facility;

(b) Indebtedness outstanding on the Closing Date that (i) is less than $2,000,000 individually or $5,000,000 in the aggregate or (ii) is listed on Schedule 6.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;

(c) Indebtedness of the Borrower or any Restricted Subsidiary pursuant to Hedging Agreements entered into for non-speculative purposes in the ordinary course of business;

(d) Indebtedness in respect of Capital Lease Obligations and purchase money obligations for fixed or capital assets not to exceed the greater of (x) $100,000,000 and (y) 2.50% of Consolidated Total Assets at any time outstanding and any Permitted Refinancing Indebtedness in respect thereof; provided that the only property subject to such capital leases and purchase money obligations is the property so acquired;

(e) Indebtedness that may be deemed to exist pursuant to performance bonds, bid bonds, surety bonds, appeal bonds, completion guarantees, supersedeas bonds or similar obligations incurred in the ordinary course of business;

(f) so long as no Default has occurred and is continuing or after giving pro forma effect to such incurrence and any related transactions would result therefrom at the time of incurrence, (A) Indebtedness in the form of Consolidated First Lien Debt, so long as, on a pro forma basis, the First Lien Net Leverage Ratio shall not exceed 3.50:1.00; provided that (x) any Indebtedness in the form of term loans (other than syndicated term “B” loans) incurred pursuant to this clause (A) shall be subject to MFN Protection, and (y) all Indebtedness incurred pursuant to this clause (A) shall (i) be subject to a Permitted First Lien Intercreditor Agreement to the extent such Indebtedness is secured by Collateral, (ii) not mature earlier than the Latest Maturity Date (other than customary bridge loans with a maturity date of no longer than one year that are convertible or exchangeable into other instruments that comply with the terms of this clause (f)), (iii) not have a shorter Weighted Average Life to Maturity than any of the then outstanding Term Loans (other than customary bridge loans with a maturity date of no longer than one year that are convertible or exchangeable into other instruments that comply with the terms of this clause (f)), (iv) shall not have mandatory prepayment or scheduled prepayment provisions (other than customary asset sale, event of loss or change of control offers, and customary acceleration rights after an event of default and in the case of term loans, customary amortization payments not more favorable to lenders than the Initial Term A Loans and mandatory and voluntary prepayment provisions which are, when taken as a whole, consistent in all material respects with, or not materially more favorable to the lenders providing such Indebtedness than those applicable to the then outstanding Term Loans and allocated on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) with the then outstanding Term Loans (other than mandatory prepayments pursuant to Section 2.11(d)) that could result in prepayments of such Indebtedness prior to the Latest Maturity Date (other than customary bridge loans with a maturity date of no longer than one year that are convertible or exchangeable into other instruments that comply with the terms of this clause (f)), (v) otherwise be on terms no more favorable to lenders of such Indebtedness than the terms and provisions of this Agreement (other than pricing and customary “soft call” protection in respect of syndicated term “B” loans) and (vi) except to the extent permitted to be incurred by Restricted Subsidiaries that are not Subsidiary Guarantors in reliance on the proviso to this clause (f), not be secured by assets other than Collateral or incurred by entities that are not Loan Parties and must be secured on a pari passu basis with the Liens securing the Obligations, (B) Indebtedness secured by a Lien on the Collateral ranking junior to liens on the Collateral securing the Obligations, so long as, on a pro forma basis, the Secured Net Leverage Ratio shall not exceed 3.50:1.00; provided that all Indebtedness incurred pursuant to this clause (B) shall (i) be subject to a Permitted Junior Lien Intercreditor Agreement to the extent secured by Collateral, (ii) not mature earlier than the Latest Maturity Date (other than customary bridge loans with a maturity date of no longer than one year that are convertible or exchangeable into other instruments that comply with the terms of this clause (f)), (iii) not have a shorter Weighted Average Life to Maturity than any of the then outstanding Term Loans (other than customary bridge loans with a maturity date of no longer than one year that are convertible or exchangeable into other instruments that comply with the terms of this clause (f)), (iv) not have mandatory prepayment or scheduled prepayment provisions (other than customary asset sale, event of loss or change of control offers and customary acceleration rights after an event of default) that could result in prepayments of such Indebtedness prior to the Latest Maturity Date (other than customary bridge loans with a maturity date of no longer than one year that are convertible or exchangeable into other instruments that comply with the terms of this clause (f)), (v) otherwise be on terms no more favorable to lenders of such Indebtedness than the terms and provisions of this Agreement (other than pricing and customary prepayment premiums) and (vi) except to the extent permitted to be incurred by Restricted Subsidiaries that are not Subsidiary Guarantors in reliance on the proviso to this clause (f), no be secured by assets other than Collateral or incurred by entities that are not Loan Parties and (C) unsecured Indebtedness, so long as, on a pro forma basis, the Total Net Leverage Ratio shall not exceed 6.00:1.00; provided that all Indebtedness incurred pursuant to this clause (C) shall (i) not mature earlier than the Latest Maturity Date (other than customary bridge loans with a maturity date of no longer than one year that are convertible or exchangeable into other instruments that comply with the terms of this clause (f)), (ii) not have a shorter Weighted Average Life to Maturity than the then outstanding Term Loans (other than customary bridge loans with a maturity date of no longer than one year that are convertible or exchangeable into other instruments that comply with the terms of this clause (f)), (iii) not have mandatory prepayment or scheduled prepayment provisions (other than (x) customary asset sale, event of loss or change of control offers and customary acceleration rights after an event of default or (y) in the case of the 2017 Senior Notes, the Special Mandatory Redemption set forth in the 2017 Senior Notes Indenture ) that could result in prepayments of such Indebtedness prior to the Latest Maturity Date (other than customary bridge loans with a maturity date of no longer than one year that are convertible or exchangeable into other instruments that comply with the terms of this clause (f)) and (iv) otherwise be on terms no more favorable to lenders of such Indebtedness than the terms and provisions of this Agreement (other than pricing and customary prepayment premiums); provided , that in the case of clauses (A), (B) and (C) that the aggregate amount of Indebtedness incurred under this clause (f) by Restricted Subsidiaries that are not Subsidiary Guarantors shall not exceed the greater of (x) $150,000,000 and (y) 3.50% of Consolidated Total Assets at any time outstanding and any Permitted Refinancing Indebtedness in respect of any of the foregoing;

(g) Indebtedness assumed and/or incurred in connection with a Permitted Acquisition, so long as (A) with respect to any such Indebtedness in the form of Consolidated First Lien Debt, on a pro forma basis, the First Lien Net Leverage Ratio shall not exceed 3.50:1.00; provided that (x) any Indebtedness in the form of term loans (other than syndicated term “B” loans) incurred pursuant to this clause (A) shall be subject to MFN Protection and (y) all Indebtedness incurred pursuant to this clause (A) shall (i) be subject to a Permitted First Lien Intercreditor Agreement to the extent secured by Collateral, (ii) not mature earlier than the Latest Maturity Date (other than customary bridge loans with a maturity date of no longer than one year that are convertible or exchangeable into other instruments that comply with the terms of this clause (g), (iii) not have a shorter Weighted Average Life to Maturity than any of the then outstanding Term Loans (other than customary bridge loans with a maturity date of no longer than one year that are convertible or exchangeable into other instruments that comply with the terms of this clause (g)), (iv) not have mandatory prepayment or scheduled prepayment provisions (other than customary asset sale, event of loss or change of control offers and customary acceleration rights after an event of default and in the case of term loans, customary amortization payments not more favorable to lenders than the Initial Term A Loans and mandatory and voluntary prepayment provisions which are, when taken as a whole, consistent in all material respects with, or not materially more favorable to the lenders providing such Indebtedness than those applicable to the then outstanding Term Loans and allocated on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) with the then outstanding Term Loans (other than mandatory prepayments pursuant to Section 2.11(d)) that could result in prepayments of such Indebtedness prior to the Latest Maturity Date (other than customary bridge loans with a maturity date of no longer than one year that are convertible or exchangeable into other instruments that comply with the terms of this clause (g)), (v) otherwise be on terms no more favorable to lenders of such Indebtedness than the terms and provisions of this Agreement (other than pricing and customary “soft call” protection in respect of syndicated term “B” loans) and (vi) except to the extent permitted to be incurred by Restricted Subsidiaries that are not Subsidiary Guarantors in reliance on the proviso to this clause (g), not be secured by assets other than Collateral or incurred by entities that are not Loan Parties and must be secured on a pari passu basis with the Liens securing the Obligations, (B) with respect to any such Indebtedness secured by a Lien on the Collateral ranking junior to Liens on the Collateral securing the Obligations, on a pro forma basis, the Secured Net Leverage Ratio shall not exceed 3.50:1.00; provided that all Indebtedness incurred pursuant to this clause (B) shall (i) be subject to a Permitted Junior Lien Intercreditor Agreement to the extent secured by Collateral, (ii) not mature earlier than the Latest Maturity Date (other than customary bridge loans with a maturity date of no longer than one year that are convertible or exchangeable into other instruments that comply with the terms of this clause (g)), (iii) not have a shorter Weighted Average Life to Maturity than any of the then outstanding Term Loans (other than customary bridge loans with a maturity date of no longer than one year that are convertible or exchangeable into other instruments that comply with the terms of this clause (g)), (iv) not have mandatory prepayment provisions (other than customary asset sale, event of loss or change of control offers) that could result in prepayments of such Indebtedness prior to the Latest Maturity Date (other than customary bridge loans with a maturity date of no longer than one year that are convertible or exchangeable into other instruments that comply with the terms of this clause (g)), (v) otherwise be on terms no more favorable to lenders of such Indebtedness than the terms and provisions of this Agreement (other than pricing and customary prepayment premiums) and (vi) except to the extent permitted to be incurred by Restricted Subsidiaries that are not Subsidiary Guarantors in reliance on the proviso to this clause (g), not be secured by assets other than Collateral or incurred by entities that are not Loan Parties, and (C) with respect to any such unsecured Indebtedness, on a pro forma basis, the Total Net Leverage Ratio shall (x) not exceed 6.00:1.00 or (y) be no greater than the Total Net Leverage Ratio in effect immediately prior to such Permitted Acquisition; provided that all Indebtedness incurred pursuant to this clause (C) shall (i) not mature earlier than the Latest Maturity Date (other than customary bridge loans with a maturity date of no longer than one year that are convertible or exchangeable into other instruments that comply with the terms of this clause (g)), (ii) not have a shorter Weighted Average Life to Maturity than any of the then outstanding Term Loans (other than customary bridge loans with a maturity date of no longer than one year that are convertible or exchangeable into other instruments that comply with the terms of this clause (g)), (iii) not have mandatory prepayment provisions (other than (x) customary asset sale, event of loss or change of control offers or (y) in the case of the 2017 Senior Notes, the Special Mandatory Redemption set forth in the 2017 Senior Notes Indenture ) that could result in prepayments of such Indebtedness prior to the Latest Maturity Date (other than customary bridge loans with a maturity date of no longer than one year that are convertible or exchangeable into other instruments that comply with the terms of this clause (g)) and (iv) otherwise be on terms no more favorable to lenders of such Indebtedness than the terms and provisions of this Agreement (other than pricing and customary prepayment premiums); provided , that in the case of clauses (A), (B) and (C), (i) (x) the aggregate amount of Indebtedness incurred or assumed under this clause (g) by Restricted Subsidiaries that are not Subsidiary Guarantors shall not exceed the greater of (A) $150,000,000 and (B) 3.50% of Consolidated Total Assets at any time outstanding and (y) any Indebtedness assumed under this clause (g) may not be incurred in contemplation of such Permitted Acquisition and (ii) no Default has occurred and is continuing before or after giving pro forma effect to such incurrence or assumption and any related transactions and any Permitted Refinancing Indebtedness in respect of any of the foregoing;

(h) Indebtedness of a Restricted Subsidiary (including, without limitation, Indebtedness incurred in connection with the Welch Allyn Recapitalization) owing to the Borrower or any of the Borrower’s other Restricted Subsidiaries or Indebtedness of the Borrower to any Restricted Subsidiary, in each case, in connection with loans or advances permitted by Section 6.08; provided that (i) each item of intercompany debt shall be unsecured and subordinated to the Obligations and such Indebtedness shall only be permitted under this clause (h) to the extent it will be eliminated for purposes of the Consolidated financial statements of the Borrower in accordance with GAAP and (ii) to the extent any intercompany debt is outstanding in an amount in excess of $50,000,000 and is (A) owned by a Loan Party where the obligor is a Foreign Subsidiary or a Domestic Subsidiary that is a Foreign Subsidiary Holdco, such Loan Party shall be subject to Section 6.11 as if such Loan Party is a Specified Holding Company or (B) owned by a Domestic Subsidiary that is a Foreign Subsidiary Holdco that is owned by a Loan Party, such Foreign Subsidiary Holdco shall be subject to Section 6.11 as if such Foreign Subsidiary Holdco is a Specified Holding Company, unless, in the case of either clause (A) or (B), the Borrower, or applicable Subsidiary, elects to pledge such intercompany debt as Collateral, or, in the case of the Welch Allyn Intercompany Note, the original holder thereof promptly contribute such note to New LuxCo;

(i) Indebtedness of the Borrower or any other Loan Party issued or incurred in lieu of Incremental Facilities consisting of one or more series of (i) secured or unsecured bonds, notes or debentures (which bonds, notes or debentures, if secured, may be secured either by Liens pari passu with the Liens on the Collateral securing the Obligations or by Liens having a junior priority relative to the Liens on the Collateral securing the Obligations) or (ii) secured or unsecured loans (which loans, if secured, must be secured by Liens having a junior priority relative to the Liens on the Collateral securing the Obligations) (the “ Incremental Equivalent Debt ”); provided that (i) the aggregate principal amount of all such Indebtedness incurred pursuant to this clause shall not exceed the sum of (x) $450,000,000 plus (y) all voluntary prepayments of any outstanding Term Loans prior to the incurrence of such Incremental Equivalent Debt minus (z) the aggregate principal amount of Indebtedness incurred under the Fixed Incremental Incurrence Basket pursuant to Section 2.20 hereof and (ii) such Incremental Equivalent Debt complies with the Incremental Equivalent Debt Required Terms;

(j) 2023 Hill-Rom Notes in an aggregate principal amount not to exceed $425,000,000 and any Permitted Refinancing Indebtedness in respect thereof;

(k) Indebtedness arising as a result of the endorsement in the ordinary course of business of negotiable instruments in the course of collection;

(l) Indebtedness incurred in connection with the acquisition of all or a portion of Hill-Rom Company, Inc.’s interest in the real and personal property described in the Farm Agreement;

(m) so long as no Default has occurred and is continuing or would result therefrom at the time of incurrence, other Indebtedness (exclusive of Indebtedness permitted under clauses (a) through (l) above and (n) through (z) below) in an aggregate principal amount not to exceed the greater of (x) $150,000,000 and (y) 3.50% of Consolidated Total Assets at any time outstanding;

(n) Indebtedness owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments) or for the benefit of any person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrower or any Restricted Subsidiary, pursuant to reimbursement or indemnification obligations to such person, in each case in the ordinary course of business and consistent with past practice;

(o) Guarantees (i) by the Borrower or any Subsidiary Guarantor of any Indebtedness of the Borrower or any Subsidiary Guarantor permitted to be incurred under this Agreement, (ii) by the Borrower or any Subsidiary Guarantor of Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor to the extent such Guarantees are unsecured, permitted by Section 6.08 and the Indebtedness incurred by such Restricted Subsidiary that is not a guarantor is permitted to be incurred under this Section 6.03, (iii) by any Restricted Subsidiary that is not a Subsidiary Guarantor of Indebtedness of another Restricted Subsidiary that is not a Subsidiary Guarantor so long as such Restricted Subsidiary incurred such Indebtedness in compliance with this Agreement; provided , that, in each case, Guarantees by the Borrower or any Subsidiary Guarantor under this Section 6.03(o) of any other Indebtedness of a person that is subordinated in right of payment to other Indebtedness of such person shall be expressly subordinated in right of payment to the Obligations to at least the same extent as such underlying Indebtedness is subordinated in right of payment;

(p) Indebtedness arising from agreements of the Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations (including earn-outs or deferred compensation arrangements and deferred purchase price obligations in respect of the Mortara Acquisition ), in each case, incurred or assumed in connection with the Transactions, any Permitted Acquisition, other Investments or the disposition of any business, assets or a Restricted Subsidiary not prohibited by this Agreement provided that such Indebtedness is not reflected on the Balance Sheet of the Borrower (it being understood that contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will be deemed not to be reflected on such balance sheet for purposes of this clause (p));

(q) Indebtedness in respect of letters of credit, bank guarantees, warehouse receipts or similar instruments issued in the ordinary course of business or consistent with past practice and not supporting obligations in respect of Indebtedness for borrowed money;

(r) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided, that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money or any Hedging Agreements;

(s) Indebtedness representing deferred compensation to employees, consultants or independent contractors of the Borrower or any Restricted Subsidiary incurred in the ordinary course of business;

(t) (x) Indebtedness in connection with Qualified Receivables Facilities in an aggregate principal amount outstanding that, immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, together with the aggregate principal amount of any other Indebtedness outstanding pursuant to this Section 6.03(t), would not exceed the greater of $100,000,000 and 2.50% of Consolidated Total Assets when incurred, created or assumed and (y) any Permitted Refinancing Indebtedness in respect thereof;

(u) obligations in respect of Cash Management Agreements in the ordinary course of business;

(v) Indebtedness of, incurred on behalf of, or representing Guarantees of Indebtedness of, joint ventures subject to compliance with Section 6.08;

(w) Indebtedness issued by the Borrower or any Restricted Subsidiary to current or former officers, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower permitted by Section 6.06 in an amount not to exceed $5,000,000;

(x) Indebtedness of the Borrower or any Restricted Subsidiary to or on behalf of any joint venture (regardless of the form of legal entity) that is not a Restricted Subsidiary arising in the ordinary course of business in connection with the cash management operations (including with respect to intercompany self-insurance arrangements) of the Borrower and the Restricted Subsidiaries in an amount not to exceed $25,000,000, which is unsecured and subordinated to the Obligations;

(y) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; and

(z) Indebtedness deemed to exist in connection with a Sale Leaseback permitted under Section 6.05(i).

For purposes of determining compliance with this Section 6.03 or Section 6.01, the amount of any Indebtedness denominated in any currency other than Dollars shall be calculated based on customary currency exchange rates in effect, in the case of such Indebtedness incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness) on or prior to the Closing Date, on the Closing Date and, in the case of such Indebtedness incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness) after the Closing Date, on the date on which such Indebtedness was incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness); provided, that if such Indebtedness is incurred to refinance other Indebtedness denominated in a currency other than Dollars (or in a different currency from the Indebtedness being refinanced), and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (i) the outstanding or committed principal amount, as applicable, of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums (including tender premiums), defeasance costs and other costs and expenses incurred in connection with such refinancing.

Further, for purposes of determining compliance with this Section 6.03, (A) Indebtedness need not be permitted solely by reference to one category of permitted Indebtedness (or any portion thereof) described in Sections 6.03(a) through (z) but may be permitted in part under any relevant combination thereof (and subject to compliance, where relevant, with Section 6.01), (B) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Indebtedness (or any portion thereof) described in Sections 6.03(a) through (z), the Borrower may, in its sole discretion, classify or divide such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 6.03 and will be entitled to only include the amount and type of such item of Indebtedness (or any portion thereof) in one of the above clauses (or any portion thereof) and such item of Indebtedness (or any portion thereof) shall be treated as having been incurred or existing pursuant to only such clause or clauses (or any portion thereof); provided, that all Indebtedness outstanding under this Agreement shall at all times be deemed to have been incurred pursuant to clause (a) of this Section 6.03. In addition, with respect to any Indebtedness that was permitted to be incurred hereunder on the date of such incurrence, any Increased Amount of such Indebtedness shall also be permitted hereunder after the date of such incurrence.

This Agreement will not treat (1) unsecured Indebtedness as subordinated or junior in right of payment to secured Indebtedness merely because it is unsecured or (2) senior Indebtedness as subordinated or junior in right of payment to any other senior Indebtedness merely because it has a junior priority with respect to the same collateral.

Fundamental Changes . The Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge, dissolve, liquidate, consolidate or amalgamate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

(a) any Restricted Subsidiary may merge or consolidate with or into (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person and such merger or consolidation does not result in the Borrower ceasing to be a corporation or limited liability company organized under the Laws of the United States, any state thereof or the District of Columbia, or (ii) any one or more other Restricted Subsidiaries, provided that when any Subsidiary Guarantor is merging, consolidating or amalgamating with any other Restricted Subsidiary either the continuing or surviving Person shall be a Subsidiary Guarantor;

(b) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then either (A) the transferee must be a Loan Party, or (B) to the extent constituting an Investment, such Investment must be a Permitted Investment in a Restricted Subsidiary that is not a Loan Party or Indebtedness of a Restricted Subsidiary that is not a Loan Party, in each case permitted by Section 6.08 and Section 6.03 ;

(c) the Borrower or any Restricted Subsidiary may merge with any Person in a transaction that would be a Permitted Investment; provided that (i) if the Borrower is a party to such merger, it shall be the continuing or surviving Person and such merger or consolidation does not result in the Borrower ceasing to be a corporation or limited liability company organized under the Laws of the United States, any state thereof or the District of Columbia, or (ii) if any Restricted Subsidiary is a party to such merger, such Restricted Subsidiary shall be the continuing or surviving Person; and

(d) any Restricted Subsidiary that is not a Subsidiary Guarantor may Dispose of all or substantially all of its assets or merge or consolidate with or into another Restricted Subsidiary that is not a Subsidiary Guarantor, the Borrower or a Subsidiary Guarantor.

Asset Sales . The Borrower will not, and will not permit any Restricted Subsidiary to consummate an Asset Sale, except:

(b) Assets Sales of inventory and other assets (including Cash Equivalents) in the ordinary course of business (including on an intercompany basis);

(c) Asset Sales to the Borrower or any Restricted Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then either (i) the transferee must be a Loan Party or (ii) to the extent constituting an Investment, such Investment must be an Investment in a Restricted Subsidiary that is not a Loan Party permitted by Section 6.08;

(d) Asset Sales of accounts receivable in connection with the collection or compromise thereof (including sales to factors or other third parties or discount and/or forgiveness thereof or to insurers which have provided insurance as to collection thereof) in the ordinary course of business;

(e) Assets Sales of property subject to Recovery Events upon receipt of the Net Cash Proceeds of such Recovery Event;

(f) Dispositions of any assets (including Equity Interests) (A) acquired in connection with any Permitted Acquisition or other Investment permitted hereunder, which assets are not core or principal to the business of the Borrower and the Restricted Subsidiaries or (B) made to obtain the approval of any applicable antitrust authority in connection with a Permitted Acquisition;

(g) transfers of condemned property as a result of the exercise of “eminent domain” or other similar powers to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of property arising from foreclosure or similar action or that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement;

(h) Asset Sales in connection with the Transactions;

(i) any Disposition of a Sale Leaseback in an aggregate amount not to exceed $50,000,000;

(j) Dispositions of property for Fair Market Value to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, or other assets of comparable or greater value and are useful to the business of the Borrower and the Restricted Subsidiaries or (ii) an amount equal to the Net Cash Proceeds of such asset are promptly applied to the purchase price of such replacement property; provided that, in each case, if such property disposed of is Collateral, the replacement or exchanged property must become Collateral promptly after such transaction is consummated;

(k) Asset Sales to Persons other than the Borrower or any Restricted Subsidiary not otherwise permitted under this Section 6.05; provided that (i) such Asset Sale is made for Fair Market Value (as determined by the Borrower in good faith), (ii) the Borrower or any Restricted Subsidiary shall receive not less than 75.0% of such consideration in the form of cash or Cash Equivalents; provided , however , that for the purposes of this clause (ii), (A) it shall not apply to any individual transaction or series of related transactions involving assets with a Fair Market Value of less than $30,000,000, (B) any liabilities (as shown on the most recent balance sheet of the Borrower provided hereunder or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet but before the Asset Sale, such liabilities that would have been reflected on the Borrower’s consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet but before the Asset Sale, as determined in good faith by the Borrower) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated or junior in right of payment and security to the Obligations, that (1) are assumed by the transferee with respect to the applicable Asset Sale or (2) are otherwise cancelled or terminated in connection with the transaction with such transferee, and for which the Borrower and the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, shall be deemed to be cash, (C) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Asset Sale, shall be deemed to be cash and (D) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in respect of such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (k) that is at that time outstanding, not in excess (at the time of receipt of such Designated Non-Cash Consideration) of the greater of (x) $100,000,000 and (y) 2.50% of Consolidated Total Assets, with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash, (iii) immediately prior to and after giving effect to such Asset Sale, no Event of Default exists or is continuing and (iv) the Net Cash Proceeds of such Asset Sale shall be applied and/or reinvested as (and to the extent) required by Section 2.11(c);

(l) the unwinding of any Swap Contract pursuant to its terms;

(m) Dispositions of Investments in joint ventures for Fair Market Value to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(n) Dispositions in connection with Investments permitted by Section 6.08 and Restricted Payments permitted by Section 6.06;

(o) Dispositions (including by capital contributions) of Permitted Receivables Facility Assets including pursuant to Qualified Receivables Facilities; and

(p) Dispositions in connection with the Welch Allyn Recapitalization.

Restricted Payments . The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except:

(a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to other Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, such Restricted Payment may be made to each other owner of capital stock or other equity interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests);

(b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other Qualified Equity Interests of such Person;

(c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other Qualified Equity Interests or warrants or options to acquire any such shares with the proceeds received from the substantially concurrent issue of new shares of its common stock or other Qualified Equity Interests;

(d) the payment in cash of regular quarterly dividends in respect of common stock in an amount per quarter not to exceed $0.30 per share of common stock outstanding at the time of such declaration; provided that, at the time of such declaration, no Event of Default under Section 7.01(a) or (e) exists before and immediately after giving pro forma effect to such dividend;

(e) so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Payments in an aggregate principal amount not to exceed $100,000,000 less any Investments made pursuant to Section 6.08(x) to make Restricted Payments;

(f) so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Payments in an amount such that, after giving pro forma effect thereto, the Total Net Leverage Ratio does not exceed 3.50:1.00;

(g) Restricted Payments in an amount not to exceed the Available Amount; provided that (i) at the time of any such Restricted Payment, no Event of Default shall have occurred and be continuing or would result therefrom and (ii) immediately after giving pro forma effect to such Restricted Payment, the Total Net Leverage Ratio does not exceed 4.40:1.00;

(h) Restricted Payments made on the Closing Date to consummate the Transactions;

(i) repurchases of Equity Interests in the ordinary course of business in the Borrower or any Restricted Subsidiary (i) deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or (ii) for purposes of satisfying any required tax withholding obligation upon the exercise or vesting of a grant or award of stock options or warrants;

(j) the Borrower or any Restricted Subsidiary may pay any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement (it being understood that a distribution pursuant to this Section 6.06(j) shall be deemed to have utilized capacity under such other provision of this Agreement);

(k) the Borrower or any Restricted Subsidiary may (i) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms;

(l) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may make Junior Restricted Debt Payments to Restricted Subsidiaries in respect of intercompany Indebtedness incurred pursuant to Section 6.03(h); and

(m) Restricted Payments in connection with the Welch Allyn Recapitalization.

Change in Nature of Business and Fiscal Year . The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any business, if after giving effect thereto, the business of the Borrower and its Restricted Subsidiaries, taken as a whole, would be substantially different from the business in which the Borrower and its Subsidiaries, taken as a whole, is presently engaged on the Closing Date.

The Borrower will not change its fiscal year; provided, that the Borrower may change its fiscal year end one or more times, subject to such adjustments to this Agreement as the Borrower and Administrative Agent shall reasonably agree are necessary or appropriate in connection with such change (and the parties hereto hereby authorize the Borrower and the Administrative Agent to make any such amendments to this Agreement as they jointly deem necessary to give effect to the foregoing).

Investments, Loans, Advances, Guarantees and Acquisitions . The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make or hold any Investment except (collectively, “ Permitted Investments ”):

(a) cash, Cash Equivalents and Investments in assets that were Cash Equivalents when such Investment was made;

(b) loans or advances to present or former officers, directors, managers, members of management and employees of the Borrower and the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes and (ii) in connection with such Person’s purchase of Equity Interests in the Borrower (or any direct or indirect parent thereof) ( provided that the amount of such loans and advances made in cash to such Person shall be contributed to the Borrower in cash as common equity or Qualified Equity Interests);

(c) Investments (i) by the Borrower or any Restricted Subsidiary in any Loan Party; (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is also not a Loan Party; (iii) by the Borrower or any Restricted Subsidiary in any Restricted Subsidiary; provided that the aggregate amount of such Investments made by Loan Parties after the Closing Date in Restricted Subsidiaries that are not Loan Parties in reliance on this clause (iii), shall not exceed, the greater of (x) $100,000,000 and (y) 2.50% of Consolidated Total Assets; (iv) other intercompany liabilities amongst the Borrower and the Subsidiary Guarantors incurred in the ordinary course of business that are unsecured and subordinated to the Obligations; (v) other intercompany liabilities amongst Restricted Subsidiaries that are not Subsidiary Guarantors incurred in the ordinary course of business in connection with the cash management operations of such Restricted Subsidiaries; and (vi) Investments by the Borrower or any Subsidiary Guarantor in any Restricted Subsidiary that is not a Subsidiary Guarantor consisting solely of (x) the contribution of Equity Interests of any other Restricted Subsidiary that is not a Subsidiary Guarantor held directly by the Borrower or such Subsidiary Guarantor in exchange, Equity Interests (or additional share premium or paid in capital in respect of Equity Interests) of the Restricted Subsidiary to which such contribution is made so long as the Equity Interests of the transferee Restricted Subsidiary is pledged to secure the Obligations; provided , that immediately following the consummation of an Investment pursuant to the preceding clause (x), the Restricted Subsidiary whose Equity Interests are the subject of such Investment remains a Restricted Subsidiary;

(d) Investments consisting of deposits, prepayments and/or other credits to suppliers in the ordinary course of business and any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled third party account debtors to the extent reasonably necessary in order to prevent or limit loss;

(e) Investments consisting of extensions of trade credit in the ordinary course of business;

(f) Investments existing or contemplated on the Closing Date and set forth on Schedule 6.08(f) and any modification, replacement, renewal, reinvestment or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment to the extent set forth on Schedule 6.08(f) or as otherwise permitted by this Section 6.08;

(g) promissory notes and other non-cash consideration received in connection with Asset Sales permitted by Section 6.05;

(h) Permitted Acquisitions;

(i) Investments made in connection with the Transactions;

(j) Investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers;

(k) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers, from financially troubled account debtors or in settlement of delinquent obligations of, or other disputes with, customers and suppliers or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(l) Investments as valued at cost at the time each such Investment is made, in an amount not exceeding the Available Amount, provided that at the time of and after giving pro forma effect to any such Investment, (x) no Event of Default shall have occurred and be continuing and (y) the Total Net Leverage Ratio does not exceed 4.40:1.00;

(m) other Investments in an aggregate amount, as valued at cost at the time each such Investment is made, not exceeding (i) the greater of (x) $150,000,000 and (y) 3.50% of Consolidated Total Assets;

(n) advances of payroll payments and expenses to employees in the ordinary course of business consistent with past practice;

(o) additional Investments; provided that (A) after giving pro forma effect to such Investment the Total Net Leverage Ratio is less than or equal to 3.50 to 1.00 and (B) at the time of and after giving pro forma effect to such Investment, no Event of Default shall have occurred and be continuing;

(p) contributions to a “rabbi” trust for the benefit of employees, officers or directors, of the Borrower (or any direct or indirect parent thereof), the Borrower or any Restricted Subsidiary or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Borrower;

(q) to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials or equipment or purchases, acquisitions, licenses or leases of any other assets, intellectual property, or other rights, in each case in the ordinary course of business;

(r) Investments in any Subsidiary or any joint venture in connection with intercompany cash management arrangement or related activities arising in the ordinary course of business consistent with past practice;

(s) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent that the same are permitted to remain unfunded under applicable Requirements of Law;

(t) Hedging Agreements entered into for non-speculative purposes;

(u) Investments resulting from pledges and deposits under Sections 6.01(e), (f), (m), (t), (u), (dd) and (hh);

(v) Investments of a Restricted Subsidiary acquired after the Closing Date or of a person merged into the Borrower or merged into or consolidated with a Restricted Subsidiary after the Closing Date, in each case, (i) to the extent such acquisition, merger, amalgamation or consolidation is permitted under this Section 6.08 (other than this clause (v)) and Section 6.04 and (ii) to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(w) advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of the Borrower or such Restricted Subsidiary in the ordinary course of business;

(x) Investments by the Borrower and the Restricted Subsidiaries, if the Borrower or any Restricted Subsidiary would otherwise be permitted to make a Restricted Payment under Section 6.06(e) in such amount (provided, that the amount of any such Investment shall also be deemed to be a Restricted Payment under Section 6.06(e) for all purposes of this Agreement);

(y) Investments consisting of transfers of Permitted Receivables Facility Assets or arising as a result of Qualified Receivables Facilities;

(z) any Investment in fixed income or other assets by any Restricted Subsidiary that is a so-called “captive” insurance company (each, an “ Insurance Subsidiary ”) consistent with customary practices of portfolio management; and

(aa) any Investment in Insurance Subsidiaries that are (a) required by law or applicable regulators or (b) in an aggregate amount for all such investments not to exceed the greater of $100,000,000 and 2.50% of Consolidated Total Assets when made;

(bb) any Investment (including by capital contribution) in Permitted Receivables Facility Assets, including pursuant to Qualified Receivables Facilities; and

(cc) Investments in connection with the Welch Allyn Recapitalization.

Any Investment in any person other than the Borrower or a Subsidiary Guarantor that is otherwise permitted by this Section 6.08 may be made through intermediate Investments in Restricted Subsidiaries that are not Subsidiary Guarantors and such intermediate Investments shall be disregarded for purposes of determining the outstanding amount of Investments pursuant to any clause set forth above. The amount of any Investment made other than in the form of cash or cash equivalents shall be the Fair Market Value thereof valued at the time of the making thereof, and without giving effect to any subsequent writedowns or write-offs thereof.

Transactions with Affiliates . The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate (or, if the nature of such transaction is such that it is not available on an arm’s-length basis, on terms and conditions that are fair and reasonable); provided that this Section 6.09 shall not prohibit any transaction permitted by Section 6.03(h) or in connection with the Welch Allyn Recapitalization; provided , further , that this Section 6.09 shall not apply to (i) reasonable compensation (including amounts paid pursuant to Plans) and indemnification paid or made available to an officer, director or employee of the Borrower or any of its Restricted Subsidiaries for services rendered in that Person’s capacity as an officer, director or employee or the making of any Restricted Payment otherwise permitted by this Agreement, in each case to the extent any such payments are made in accordance with applicable Laws and (ii) the Farm Agreement. For purposes of this Section 6.09, Affiliate shall not include the Borrower or any wholly-owned Restricted Subsidiary of the Borrower.

Burdensome Agreements . The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrower; provided , however , that this clause (i) shall not prohibit (x) customary provisions restricting subletting or assignment of any leases of the Borrower or any Restricted Subsidiary or provisions in agreements restricting the assignment of such agreement or any rights thereunder or (y) any temporary encumbrance or restrictions with respect to a Restricted Subsidiary under an agreement that has been entered into for the disposition of all or substantially all of the equity interests or assets of such Restricted Subsidiary, provided that such disposition is otherwise permitted under this Agreement, (ii) of any Subsidiary Guarantor to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or any Subsidiary Guarantor to create, incur, assume or suffer to exist Liens on property of such Person; provided , however , that this clause (iii) shall not prohibit any negative pledge (x) granted in connection with the property or interest described in the Farm Agreement or (y) incurred or provided in favor of any holder of Indebtedness permitted under Section 6.03(d) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness and shall not prohibit the grant of Liens otherwise permitted under Section 6.01; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person; provided that this subsection (b) shall not prohibit (x) the grant of Liens otherwise permitted under Section 6.01, (y) the Existing Hill-Rom Notes or (z) the 2023 Hill-Rom Notes, any agreements governing Indebtedness permitted by Sections 6.03(f)(C), 6.03(g)(C), 6.03(i), 6.03(m) and any agreement governing Permitted Refinancing Indebtedness or any Guarantee in respect of the foregoing (provided that the terms of such Indebtedness are no less favorable to the Borrower and its Restricted Subsidiaries than that which exists in the 2023 Hill-Rom Notes as of the Closing Date). Notwithstanding the foregoing, it is acknowledged and agreed that subsection (a) of the preceding sentence shall not prohibit contractual obligations limiting Restricted Payments, Guarantees or Liens to the extent such limitations are no more restrictive or onerous than the provisions of Sections 6.06, 6.03 or 6.01, respectively.

Holding Company Covenant .

Notwithstanding anything herein to the contrary, the Borrower shall not permit any Specified Holding Company or any Real Estate SPE to incur any Liens, Indebtedness or other liabilities or obligations, make any Restricted Payment or Investment, hold any assets (or receive any Investment or Restricted Payment from the Borrower or any other Restricted Subsidiary) or engage in any activities or consummate any transactions (including, without limitation, any Asset Sales) and will not permit such Specified Holding Company or Real Estate SPE to conduct, transact or otherwise engage in any business, operations or activities, in each case, other than:

(a) in the case of any Real Estate SPE, the ownership of any Real Property (other than Mortgaged Property or Real Property that would be required to be Mortgaged Property) or as lessor or lessee of any Real Property and any other activities reasonably related to its status as an operator, owner, lessor or lessee of Real Property other than any activities that would reasonably be expected to subject such Real Estate SPE or such Real Property to any material liabilities or that would require any assets other than the Real Property to be held by such Real Estate SPE (in each case other than as permitted by clause (d) below);

(b) in the case of any Real Estate SPE, (i) incurrence of Liens permitted pursuant to Section 6.01(a) (so long as such Real Estate SPE complies with the provisions of Section 5.12 as if the Existing Hill-Rom Notes are no longer outstanding), (c) , (d) , (e) , (f) , (g) , (k) , (l) , (p) , (q) , (r) , (s) , (bb) , (cc) or (ff) ; (ii) incurrence of Indebtedness permitted pursuant to Section 6.03(a) , (e) , ( g) (only in respect of its guarantee of such Indebtedness), (h) (only in respect of its guarantee of such Indebtedness), (i) (only in respect of its guarantee of such Indebtedness), ( j) (only in respect of its guarantee of such Indebtedness ), (n) , (r) , (s) or (y)(i) ;or (iii) any Asset Sale or Disposition in respect of Real Property (including the transfer of Real Property to a Real Estate SPE) to the extent such Asset Sale or Disposition would be permitted under Section 6.05 ;

(c) performance of obligations under and compliance with the Loan Documents, its organizational documents or other requirement of Law (including maintenance of its legal existence), regulation, rule, order, judgment, decree or permit;

(d) receipt of cash from the Borrower or another Restricted Subsidiary (i) in an amount not in excess of the amount necessary for such entity to maintain its organizational existence, comply with the requirements of Section 5.04(a) and (b) ; Section 5.05(a) and (b) ; Section 5.06(a)(i) and Section 6.11(c) and (ii) in the case of any Real Estate SPE, in an amount not in excess of any amounts due under any lease related to Real Property or taxes and other amounts due in respect of such Real Property to the extent necessary to maintain and preserve such Real Property;

(e) any Specified Holding Company may (i) merge with and into a Loan Party (so long as such Loan Party is the surviving entity and any Indebtedness owned by such Specified Holding Company is pledged by the Loan Party notwithstanding clause (xii) of the definition of Excluded Property) or another Specified Holding Company or (ii) Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Party (so long as such Loan Party pledges any Indebtedness owned by such Specified Holding Company notwithstanding clause (xii) of the definition of Excluded Property) or another Specified Holding Company;

(f) any Real Estate SPE may (i) merge with and into a Loan Party (so long as such Loan Party is the surviving entity) or another Real Estate SPE or (ii) Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Party or another Real Estate SPE;

(g) the making of Restricted Payments to any Loan Party;

(h) judgments for the payment of money that do not constitute an Event of Default under Section 7.01(f);

(i) in the case of a Specified Holding Company, (i) owning intercompany Indebtedness described in Section 6.03(h)(ii) , (ii) owning the equity interests of its Subsidiaries and (iii) the receipt of Restricted Payments from its Subsidiaries, the proceeds of which are promptly used to make Restricted Payments to any Loan Party;

(j) in the case of New LuxCo or any Specified Holding Company which New LuxCo is merged into or to which it Disposes of all or a portion of the Welch Allyn Intercompany Note, to promptly distribute to Welch Allyn, Inc. all payments, distributions or other amounts received in respect of the Welch Allyn Intercompany Note upon receipt thereof.

Modification of Organization Documents and Junior Financing Documentation . The Borrower will not, and will not permit any of its Restricted Subsidiaries to, amend or modify any of their respective Organization Documents or any term or condition of any documentation governing any Junior Financing other than (i) amendments and modifications permitted under the terms of the Loan Documents, to the extent made in accordance with such terms (including, amendments and modifications in connection with the Welch Allyn Recapitalization), (ii) any such amendments or modifications or such new agreements which are not materially adverse to the interests of the Lenders (as determined in good faith by the Borrower); provided that, for the avoidance of doubt, the Borrower may issue Equity Interests so long as such issuance is not otherwise prohibited by this Agreement, and may amend or modify its Organization Documents to authorize the issuance of any such Equity Interests; provided , further , that no amendment, modification or change of any term or condition of any documentation governing any secured Junior Financing subject to an Intercreditor Agreement permitted by such Intercreditor Agreement in respect thereof shall be deemed to be materially adverse to the interests of the Lenders, (iii) amendments or modifications of documentation governing Junior Financing in connection with Permitted Refinancing Indebtedness incurred in respect thereof and (iv) any amendments or modifications required by applicable law.

Financial Covenants .

(a) Secured Net Leverage Ratio .

(i) The Borrower will not permit the Secured Net Leverage Ratio as of the last day of any fiscal quarter (beginning with the end of the first full fiscal quarter after the Closing Date) to exceed the ratio set forth opposite such period below:



Any Fiscal Quarter (i.e. March 31, June 30, September 30 and December 31) in the Four Fiscal Quarter Period Ending	Maximum Secured Net Leverage Ratio
December 31, 2016	4.50:1.00
December 31, 2017	4.00:1.00
December 31, 2018	3.50:1.00
December 31, 2019 and thereafter	3.00:1.00

(ii) The Borrower may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Secured Net Leverage Ratio by 0.25x for a period of three (3) consecutive fiscal quarters in connection with a Permitted Acquisition that involves the payment of consideration by the Borrower and its Restricted Subsidiaries in excess of $150,000,000 occurring during the first of such three fiscal quarters (each such period, an “ Adjusted Covenant Period ”) and (ii) notwithstanding the foregoing clause (i), the Borrower may not elect an Adjusted Covenant Period for at least two (2) full fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to the preceding clause (i) for a new period of three (3) consecutive fiscal quarters.

(b) Interest Coverage Ratio . The Borrower will not permit the Interest Coverage Ratio as of the last date of any fiscal quarter (beginning with the end of the first full fiscal quarter after the Closing Date) to be less than the ratio set forth opposite such period below:



Any Fiscal Quarter (i.e. March 31, June 30, September 30 and December 31) in the Four Fiscal Quarter Period Ending	Minimum Interest Coverage Ratio
December 31, 2016	3.25:1.00
December 31, 2017	3.50:1.00
December 31, 2018	3.75:1.00
December 31, 2019 and thereafter	4.00:1.00

Restrictions on New US, LLP . Notwithstanding anything herein to the contrary, the Borrower shall:

(i) not permit New US, LLP to Dispose (by way of Investment, sale, transfer or otherwise) any of its Equity Interests in Welch Allyn, Inc. unless such Disposition is to a Loan Party or another Restricted Subsidiary that is wholly owned by the Borrower and which becomes subject to this Section 6.14 (such Person, a “New US, LLP Permitted Transferee”);

(ii) cause New US, LLP and any New US, LLP Permitted Transferee to promptly, upon receipt of any Restricted Payments or other distributions on account of any Equity Interests attributable to Welch Allyn, Inc. (other than the Welch Allyn Preferred Equity Interests), distribute such proceeds to any Loan Party or any Specified Holding Company (provided that such Specified Holding Company, must comply with Section 6.11(i)(iii) upon receipt of such proceeds); and

(iii) cause New US, LLP and any New US, LLP Permitted Transferee to promptly, upon receipt of any Restricted Payments or other distributions on account of any Welch Allyn Preferred Equity Interests, distribute such proceeds to make payments in respect of the Welch Allyn Intercompany Note to New LuxCo or any other Specified Holding Company which holds the Welch Allyn Intercompany Note.

ARTICLE VII
Events of Default

Events of Default . If any of the following events (“ Events of Default ”) shall occur:

(a) The Borrower shall fail to pay any principal of any Loan when the same becomes due and payable; or the Borrower shall fail to pay any interest on any Loan or make any other payment of fees or other amounts payable under this Agreement or any promissory note within five Business Days after the same becomes due and payable; or

(b) any representation or warranty made by the Borrower herein or by any Loan Party (or any of its officers) in connection with this Agreement or in any Loan Document shall prove to have been incorrect in any material respect when made; or

(c) (i) the Borrower shall fail to perform or observe any term, covenant or agreement contained in Section 5.03, 5.05, 5.10 or 5.11 or Article VI; provided that any Default under Section 6.13 is subject to cure as provided in Section 7.02 and an Event of Default with respect to Section 6.13 shall not occur until the expiration of the 10th Business Day subsequent to the date the relevant financial statements are required to be delivered for the applicable fiscal quarter pursuant to Section 5.01(a) or Section 5.01(b), as applicable, or (ii) any Loan Party shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other Loan Document on its part to be performed or observed if such failure shall remain unremedied for 30 days after written notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or

(d) the Borrower or any of its Subsidiaries shall fail to pay any principal of or premium or interest on (i) any Indebtedness (other than Indebtedness with respect to Swap Contracts) that is outstanding in a principal amount of at least $100,000,000 in the aggregate (but excluding Indebtedness outstanding hereunder) or (ii) any Indebtedness with respect to Swap Contracts with a Swap Termination Value of at least $100,000,000 in the aggregate, of the Borrower or such Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to the stated maturity thereof; or

(e) the Borrower or any of its Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any of its Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower or any of its Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this clause (e); or

(f) judgments or orders for the payment of money in excess of $100,000,000 in the aggregate shall be rendered against the Borrower or any of its Subsidiaries and remain undischarged and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; provided , however , that any such judgment or order shall not be an Event of Default under this clause (f) if and for so long as (i) the amount of such judgment or order is covered by a valid and binding policy of insurance between the defendant and the insurer covering payment thereof and (ii) such insurer, which shall be a creditworthy insurer not affiliated with the Borrower, has been notified of, and has not disputed the claim made for payment of, the amount of such judgment or order; or

(g) a Change of Control with respect to the Borrower shall occur;

(h) an ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan and the failure to make such payment has resulted or could reasonably be expected to result in a Material Adverse Effect;

(i) any provision of any Loan Document shall for any reason cease to be valid and binding on or enforceable in accordance with its terms (other than by reason of the exception set forth in clause (j) below), or the Borrower or any of the Subsidiary Guarantors shall so state in writing;

(j) any Security Document after delivery thereof shall for any reason (other than pursuant to the terms hereof or thereof, including as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created by any Security Document shall not be or shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Security Documents on and security interest, in each case in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 6.01 or any of the Equity Interests of any Subsidiary shall cease to be pledged pursuant to the Security Documents free of Liens other than Liens subject to any Intercreditor Agreement or any nonconsensual Liens arising solely by operation of Law; except in each case to the extent that any such loss of perfection or priority results from failure of the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Security Agreement or to file Uniform Commercial Code continuation statements (so long as such failure does not result from the breach or non-compliance with the Loan Documents by any Loan Party);

then, and in every such event (other than an event with respect to the Borrower described in Section 7.01(e)), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations of the Borrower accrued hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in Section 7.01(e), the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Obligations accrued hereunder and under the other Loan Documents, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, Administrative Agent or the Collateral Agent (in the case of the Security Documents) may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to Administrative Agent or the Collateral Agent (in the case of the Security Documents) under the Loan Documents or at law or equity.

Equity Cure . Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Borrower fails to comply with either Financial Covenant, from the end of any fiscal period until the expiration of the 10th Business Day following the date financial statements referred to in Section 5.01(a) or Section 5.01(b), as applicable, are required to be delivered in respect of such fiscal period for which such Financial Covenant is being measured, if the Borrower receives a Specified Equity Contribution, the Borrower may apply the amount of the net cash proceeds thereof to increase EBITDA with respect to such fiscal quarter; provided that (i) in each period of four consecutive fiscal quarters, there shall be no more than two fiscal quarters in which a Specified Equity Contribution is made, (ii) no more than five Specified Equity Contributions shall be made in the aggregate during the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no more than the amount required to cause the Borrower to be in pro forma compliance with Section 6.13 for any applicable period, (iv) all Specified Equity Contributions shall be disregarded for purposes of determining any baskets, financial ratio based calculations or pricing with respect to the covenants contained in this Agreement and the calculation of the Available Amount and Required Percentage and (v) there shall be no pro forma reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with Section 6.13 for the fiscal quarter in respect of when such Specified Equity Contribution is made (either directly through prepayment or indirectly as a result of the netting of unrestricted cash). Notwithstanding anything to the contrary herein, no Revolving Lender shall be required to fund any Revolving Loans or other advance, and no Issuing Bank shall be required to issue any Letter of Credit, at any time during the period beginning on the date the Borrower notifies the Administrative Agent that it intends to make a Specified Equity Contribution and ending on the date the Specified Equity Contribution is made.

Application of Payments . The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows:

(a) First , to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

(b) Second , to the payment of all other reasonable costs and expenses of such sale, collection or other realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

(c) Third , without duplication of amounts applied pursuant to clauses (a) and (b) above, to the payment in full in cash, pro rata , of interest and other amounts constituting Obligations (other than principal, obligations to reimburse LC Disbursements and obligations to cash collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under Secured Hedge Agreements, Secured Cash Management Agreements and Permitted Bi-Lateral Letter of Credit Facilities constituting Secured Obligations and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing;

(d) Fourth , to the payment in full in cash, pro rata , of the principal amount of the Obligations and any premium thereon (including obligations to reimburse LC Disbursements and obligations to cash collateralize Letters of Credit) and any breakage, termination or other payments under Secured Hedge Agreements, Secured Cash Management Agreements and Permitted Bi-Lateral Letter of Credit Facilities constituting Secured Obligations and any interest accrued thereon; and

(e) Fifth , the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct.

In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (e) of this Section 7.03, the Loan Parties shall remain liable, jointly and severally, for any deficiency.

SECTION 7.04. [Reserved].

ARTICLE VIII
The Administrative Agent and the Collateral Agent

Each of the Lenders (in its capacities as a Lender and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Hedge Agreements) and each of the Issuing Banks (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Hedge Agreements) and the Permitted Bi-Lateral Letter of Credit Issuer hereby irrevocably appoints the Administrative Agent, including as the Collateral Agent for such Lender and the other Secured Parties under the Security Documents, as its agent and authorizes the Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.

In furtherance of the foregoing, each of the Lenders (in its capacities as a Lender and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements or Secured Hedge Agreements) and each of the Issuing Banks (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Hedge Agreements) and the Permitted Bi-Lateral Letter of Credit Issuer hereby appoints and authorizes the Collateral Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent (and any sub-agents appointed by the Collateral Agent pursuant hereto for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights or remedies thereunder at the direction of the Collateral Agent) shall be entitled to the benefits of this Article VIII as though the Collateral Agent (and any such sub-agents) were an “Agent” under the Loan Documents, as if set forth in full herein with respect thereto.

The bank serving as Administrative Agent and Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not Administrative Agent or Collateral Agent hereunder and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not Administrative Agent or Collateral Agent hereunder.

The Administrative Agent and the Collateral Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent and Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent and Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent or Collateral Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent and Collateral Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by any bank serving as Administrative Agent or Collateral Agent or any of its Affiliates in any capacity. The Administrative Agent and Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent and Collateral Agent shall not be deemed to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent or Collateral Agent by the Borrower or a Lender, and the Administrative Agent and Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent and Collateral Agent or (vi) the perfection or priority of any Lien securing the Secured Obligations or the value or the sufficiency of any Collateral.

The Administrative Agent and the Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent and the Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent and the Collateral Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent and the Collateral Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent or Collateral Agent (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof)); provided , that no such sub-agent shall be authorized to take any action with respect to any Collateral unless and except to the extent expressly authorized in writing by the Administrative Agent or the Collateral Agent. The Administrative Agent, the Collateral Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent, the Collateral Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities of the Administrative Agent and the Collateral Agent.

Subject to the appointment and acceptance of a successor Administrative Agent or Collateral Agent, as applicable as provided in this paragraph, the Administrative Agent or Collateral Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any such resignation, the Required Lenders shall have the right, subject to the consent (not to be unreasonably withheld or delayed) of the Borrower (so long as no Event of Default shall have occurred and be continuing), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent or Collateral Agent, as applicable gives notice of its resignation, then the retiring Administrative Agent’s or Collateral Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Agents hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of its appointment as Administrative Agent or Collateral Agent, as applicable hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative Agent or Collateral Agent, as applicable shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent or Collateral Agent, as applicable shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s or Collateral Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent or Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Each Lender authorizes the Collateral Agent to enter into the Security Documents and to take all action contemplated thereby. Each Lender agrees that no one (other than the Collateral Agent) shall have the right individually to seek to realize upon the security granted by the Security Documents, it being understood and agreed that such rights and remedies may be exercised solely by the Collateral Agent for the benefit of the Secured Parties upon the terms of the Security Documents. In the event that any collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Collateral Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such collateral in favor of the Collateral Agent on behalf of the Secured Parties.

Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and obligations hereunder.

None of the Lenders, if any, identified in this Agreement as a Co-Syndication Agent or Co-Documentation Agent shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to the relevant Lenders in their respective capacities as Co-Syndication Agents or Co-Documentation Agents, as applicable, as it makes with respect to the Administrative Agent in the preceding paragraph.

The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf of the Lenders to enforce the payment of the principal of and interest on any Loan after the date such principal or interest has become due and payable pursuant to the terms of this Agreement.

The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Collateral Agent (and the Administrative Agent) to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Permitted Junior Intercreditor Agreement, any Permitted First Lien Intercreditor Agreement and any other intercreditor or subordination agreement (in form satisfactory to the Collateral Agent and deemed appropriate by it) with the collateral agent or other representative of holders of Indebtedness secured (and permitted to be secured) by a Lien on assets constituting a portion of the Collateral to the extent such incurrence of Indebtedness and accompanying Liens are permitted by this Agreement (it being acknowledged and agreed that the Collateral Agent and the Administrative Agent shall be under no obligation to execute any Intercreditor Agreement and may elect to do so, or not do so, in its sole and absolute discretion) (any of the foregoing, an “ Intercreditor Agreement ”). The Lenders and the other Secured Parties irrevocably agree that (x) the Collateral Agent and the Administrative Agent may rely exclusively on a certificate of a Financial Officer of the Borrower as to whether any such Liens and Indebtedness are permitted hereunder and as to the respective assets constituting Collateral that secure (and are permitted to secure) such Indebtedness hereunder and (y) any Intercreditor Agreement entered into by the Collateral Agent or the Administrative Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. Furthermore, the Lenders and the other Secured Parties hereby authorize the Administrative Agent and the Collateral Agent to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document, and the Administrative Agent and the Collateral Agent shall do so upon request of the Borrower, pursuant to Section 9.14.

In case of the pendency of any proceeding under any Debtor Relief Laws or other judicial proceeding relative to any Loan Party, (i) the Administrative Agent (irrespective of whether the principal of any Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (A) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of any or all of the Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks, the Collateral Agent and the Administrative Agent and any sub-agents allowed in such judicial proceeding, and (B) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and (ii) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under the Loan Documents. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding.

The Lenders agree to indemnify the Administrative Agent and the Collateral Agent, and the Revolving Lenders agree to indemnify each Issuing Bank and Swingline Lender, in each case in its capacity as such (to the extent not reimbursed by a Borrower and without limiting the obligation of a Borrower to do so), in the amount of its pro rata share (based on its aggregate Revolving Credit Exposure and, in the case of the indemnification of the Administrative Agent and the Collateral Agent, outstanding Term Loans and unused Commitments hereunder; provided , that the aggregate principal amount of Swingline Loans owing to the Swingline Lender and of LC Disbursements owing to any Issuing Bank shall be considered to be owed to the Revolving Facility Lenders ratably in accordance with their respective Revolving Credit Exposure) (determined at the time such indemnity is sought or, if the respective Obligations have been repaid in full, as determined immediately prior to such repayment in full), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent, or such Issuing Bank or Swingline Lender, or the Collateral Agent, in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent, or such Issuing Bank or Swingline Lender, or the Collateral Agent, under or in connection with any of the foregoing; provided , that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from the Administrative Agent’s, Issuing Bank’s, Swingline Lender’s or the Collateral Agent’s gross negligence or willful misconduct. The failure of the Lender to reimburse the Administrative Agent, or any Issuing Bank, Swingline Lender or the Collateral Agent, as the case may be, promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Administrative Agent, or such Issuing Bank, Swingline Lender or the Collateral Agent, as the case may be, as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent or such Issuing Bank, or the Collateral Agent, as the case may be, for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent, or such Issuing Bank or Swingline Lender, or the Collateral Agent, as the case may be, for such other Lender’s ratable share of such amount. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder.

To the extent required by any applicable law (as determined in good faith by the Administrative Agent), the Administrative Agent may withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 2.17, each Lender shall, within 10 days after written demand therefor, indemnify and hold harmless the Administrative Agent against any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective), whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Obligations. For the avoidance of doubt, the term “Lender” for purposes of this paragraph shall include any Swingline Lender and any Issuing Bank.

After giving effect to the resignation of Goldman Sachs Bank USA, as Term Loan B Administrative Agent under the Original Credit Agreement (in such capacity, the “ Resigning Agent ”), the provisions of this Article and Section 9.03 shall continue in effect for the benefit of the Resigning Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Term Loan B Administrative Agent under the Original Credit Agreement.

ARTICLE IX
Miscellaneous

Notices .

(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to the Borrower, to it at Hill-Rom Holdings, Inc., Two Prudential Plaza, Suite 4100, 180 North Stetson Avenue, Chicago, Illinois 60601, Attention of Steve Strobel, Senior Vice President and Chief Financial Officer (Telecopy No. (812) 934-8329; Telephone No. (312) 819-7258), with a copy to Hill-Rom Holdings, Inc., 1069 State Route 46 East, Batesville, Indiana 47006, Attention of Mike Macek, Vice President and Treasurer (Telecopy No. (812) 934-1963; Telephone No. (812) 934-7809) and (in the case of a notice of Default) to Hill-Rom Holdings, Inc., Two Prudential Plaza, Suite 4100, 180 North Stetson Avenue, Chicago, Illinois 60601, Attention of General Counsel (Telecopy No. (312) 819-7219; Telephone No. (312) 819-7200);

(ii) if to the Administrative Agent, (A) in the case of Borrowings denominated in Dollars, to JPMorgan Chase Bank, N.A., 10 South Dearborn Street, Floor L2, Chicago, Illinois 60603, Attention of Ryan Bowman (Telecopy No. (844) 490-5663) and (B) in the case of Borrowings denominated in Foreign Currencies, to J.P. Morgan Europe Limited, 25 Bank Street, Canary Wharf, London E14 5JP, Attention of The Manager, Loan & Agency Services (Telecopy No. 44 207 777 2360), and in each case with a copy to JPMorgan Chase Bank, N.A., 10 South Dearborn Street, 9th Floor, Chicago, Illinois 60603 Attention of Erik Barragan (Telecopy No. (877) 221-4010);

(iii) if to the Collateral Agent, to it at JPMorgan Chase Bank, N.A., 10 South Dearborn Street, Floor L2, Chicago, Illinois 60603, Attention of Awri Mckee (Telecopy No. (888) 292-9533);

(iv) if to JPMorgan Chase Bank, N.A. as an Issuing Bank, to it at JPMorgan Chase Bank, N.A., 10 South Dearborn Street, Floor L2, Chicago, Illinois 60603, Attention of Anand CR (Telecopy No. (855) 609-9959), or in the case of any other Issuing Bank, to it at the address and telecopy number specified from time to time by such Issuing Bank to the Borrower and the Administrative Agent;

(v) if to the Swingline Lender, to it at JPMorgan Chase Bank, N.A., 10 South Dearborn Street, Floor L2, Chicago, Illinois 60603, Attention of Awri Mckee (Telecopy No. (888) 292-9533); and

(vi) if to any other Lender or Issuing Bank, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through Electronic Systems, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b) Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by using Electronic Systems pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto.

(d) Electronic Systems .

(i) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Issuing Banks and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System.

(ii) Any Electronic System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent, the Collateral Agent or any of its Related Parties (collectively, the “ Agent Parties ”) have any liability to any Loan Party, any Lender, any Issuing Bank or any other Person or entity for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of Communications through an Electronic System. “ Communications ” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or any Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.

Waivers; Amendments .

(a) No failure or delay by the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, the Collateral Agent any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.

(b) Except as provided in Sections 2.20, 2.23 and 2.25, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, the Administrative Agent and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) extend or increase the Commitment of any Lender without the written consent of such Lender (but, in the case of an extension, not the Required Lenders) (it being understood that any amendment or waiver to any conditions precedent in Section 4.02 or the waiver of any Default or the amendment or waiver with respect to a mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase in the Commitment of any Lender), (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly affected thereby (but not, in the case of a reduction in the rate of interest thereon or fees payable hereunder, the Required Lenders) (it being understood that the change to the definition of First Lien Leverage Ratio or in the component definitions thereof shall not constitute a reduction in the rate of interest), (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby (it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest), (iv) change Section 2.18(b), (d) or (g) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender (it being understood that the transactions contemplated by Sections 2.20, 2.23, 2.24 and 2.25 shall not be deemed to alter such pro rata sharing of payments), (v) change any of the provisions of this Section or the definition of “Required Lenders,” “Required Revolving Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender affected thereby, (vi) change Section 7.03 without the written consent of each Lender, (vii) release all or substantially all of the Collateral or all or substantially all of the Subsidiary Guarantors from their obligations under the Guaranty Agreement without the written consent of each Lender or (viii) effect any waiver, amendment or modification that by its terms adversely affects the rights in respect of payments or Collateral of Lenders participating in any Facility differently from those of Lenders participating in another Facility, without the consent of Lenders under such Facility having Loans and unused Commitments representing more than 50% of the sum of all Loans outstanding under such Facility and unused Commitments under such Facility at such time participating in the adversely affected Facility (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the application of any prepayment or Commitment reduction still required to be made is not changed); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Issuing Bank, the Collateral Agents or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, such Issuing Bank, the Collateral Agent or the Swingline Lender, as the case may be (it being understood that any change to Section 2.22 shall require the consent of the Administrative Agent, each Issuing Bank and the Swingline Lender). Notwithstanding the foregoing, no consent with respect to any amendment, waiver or other modification of this Agreement shall be required of any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in clause (i), (ii) or (iii) of the first proviso of this paragraph and then only in the event such Defaulting Lender shall be directly affected by such amendment, waiver or other modification. Notwithstanding anything to the contrary herein, the consent of the Required Revolving Lenders, the Administrative Agent and each Issuing Bank shall be required to amend the definition of Agreed Currencies.

(c) Notwithstanding the foregoing, this Agreement and any other Loan Document may be amended (or amended and restated) with the written consent of (i) the Required Lenders, the Administrative Agent and the Borrower (x) to add one or more credit facilities (in addition to the Incremental Facility pursuant to an Incremental Facility Amendment) to this Agreement and to permit extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, the Initial Term A Loans, any Incremental Facility and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders, the Required Revolving Lenders (if applicable) and Lenders and (ii) the Required Revolving Lenders, the Administrative Agent and the Borrower to change the conditions to borrowing Revolving Loans (other than Swingline Loans).

(d) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “ Non-Consenting Lender ”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 9.04, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) the outstanding principal amount of its Loans and participations in LC Disbursements and all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.11, 2.15 and 2.17, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.

(e) Notwithstanding anything to the contrary contained in this Section 9.02, (i) if the Administrative Agent and the Borrower shall have jointly identified an ambiguity, mistake, error, defect or inconsistency, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and (ii) the Administrative Agent and the Borrower shall be permitted to amend any provision of any Loan Document to better implement the intentions of this Agreement, and in each case, such amendments shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof. In addition, technical and conforming modifications to the Loan Documents may be made with the consent of the Borrower and the Administrative Agent (but without the consent of any Lender) to the extent necessary to integrate any Other Revolving Facility, Other Term Facilities, Other Revolving Commitments, Other Term Loans and Other Revolving Loans as may be necessary to establish such Other Revolving Facility, Other Term Facilities, Other Revolving Commitments, Other Term Loans or Other Revolving Loans as a separate Class or tranche from the existing Term Facility, Revolving Commitments, Term Loans or Revolving Loans, as applicable, and, in the case of Extended Term Loans, to reduce the amortization schedule of the related existing Class of Term Loans proportionately.

Expenses; Indemnity; Damage Waiver .

(a) The Borrower shall pay (i) all reasonable out-of-pocket costs and expenses incurred by the Joint Lead Arrangers, the Administrative Agent, the Collateral Agent and each of their respective Affiliates, including the reasonable fees, charges and disbursements of one primary counsel for the Administrative Agent and for all Joint Lead Arrangers in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket costs and expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket costs and expenses incurred by the Administrative Agent, the Collateral Agent any Issuing Bank or any Lender (including the fees, charges and disbursements of one primary counsel, and one additional local counsel in each applicable jurisdiction, for the Administrative Agent and the Collateral Agent (including an additional counsel if an actual or potential conflict of interest arises), and one additional counsel for the Issuing Banks and all the Lenders, and additional counsel in light of actual or potential conflicts of interest or the availability of different claims or defenses), in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket costs and expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b) The Borrower shall indemnify the Administrative Agent, the Collateral Agent each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of one primary counsel, and one additional local counsel in each applicable jurisdiction, for the Administrative Agent and the Collateral Agent (including an additional counsel if an actual or potential conflict of interest arises) and one additional counsel for the Issuing Banks and all the Lenders, and additional counsel in light of actual or potential conflicts of interest or the availability of different claims or defenses) for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available for any losses, claims, damages, liabilities or related expenses of any Indemnitee (x) to the extent they are determined in a court of competent jurisdiction in a final and non-appealable judgment to arise from the willful misconduct, bad faith or gross negligence of such Indemnitee and (y) that arise from any material breach of this Agreement or any other Loan Document by such Indemnitee as determined by a court of competent jurisdiction in a final and non-appealable judgment. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent and the Collateral Agent, and each Revolving Lender severally agrees to pay to any Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, any Issuing Bank or the Swingline Lender in its capacity as such.

(d) To the extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet), or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, the Restatement Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(e) All amounts due under this Section shall be payable not later than fifteen (15) days after written demand therefor.

Successors and Assigns .

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the relevant Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the relevant Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more Persons (other than an Ineligible Institution and Disqualified Institutions (so long as the list of Disqualified Institutions has been made available to all Lenders and potential assignees) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(A) the Borrower ( provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof); provided , that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default under Section 7.01(a) or (e) has occurred and is continuing, any other assignee;

(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund; and

(C) each Issuing Bank and each Swingline Lender; provided that no such consent shall be required for an assignment of all or any portion of a Term Loan and Term Loan Commitment.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 in the case of Revolving Commitments or less than $1,000,000 in the case of Term Loans, in each case unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation fee of $3,500 to the Administrative Agent, such fee to be paid by either the assigning Lender or the assignee Lender or shared between such Lenders; and

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Affiliates and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

For the purposes of this Section 9.04(b), the terms “ Approved Fund ” and “ Ineligible Institution ” have the following meanings:

“ Approved Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Ineligible Institution ” means (a) a natural person, (b) a Defaulting Lender or its Lender Parent, (c) the Borrower, any of its Subsidiaries or any of its Affiliates, or (d) a company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent, the Collateral Agents, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(e) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c) Any Lender may, without the consent of the Borrower, the Administrative Agent, the Collateral Agent, the Issuing Banks or the Swingline Lender, sell participations to one or more banks or other entities (a “ Participant ”), other than an Ineligible Institution and a Disqualified Institution (so long as the list of Disqualified Institutions has been made available to all Lenders), in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (C) the Borrower, the Administrative Agent, the Collateral Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements under Section 2.17(f) (it being understood that the documentation required under Section 2.17(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.18 and 2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.15 or 2.17, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(d) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall not have any responsibility for maintaining a Participant Register.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(e) It is understood and agreed that the Administrative Agent shall have no duty or responsibility for monitoring or enforcing the prohibitions on assignments to Ineligible Intuitions or Disqualified Institutions.

Survival . All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect until the Termination Date (other than with respect to any obligations under Secured Cash Management Agreements, Secured Hedge Agreements or Permitted Bi-Lateral Letter of Credit Facility). The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the occurrence of the Termination Date, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII of the Original Credit Agreement shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans (as defined in the Original Credit Agreement) and the termination of Commitments (as defined in the Original Credit Agreement) or the effectiveness of this Agreement (including the amendment and restatement of the Original Credit Agreement) or any other amendments to any Loan Document or any provision of any of the foregoing in connection with the transactions contemplated hereby.

Counterparts; Integration; Effectiveness; Electronic Execution . This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent and the Collateral Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and the Collateral Agent and when the Administrative Agent and the Collateral Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy, e-mailed.pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Severability . Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Right of Setoff . If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final and in whatever currency denominated) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or any Subsidiary Guarantor against any of and all of the Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under the Loan Documents and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Governing Law; Jurisdiction; Consent to Service of Process .

(a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan, and of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(c) Each party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Headings . Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Confidentiality . Each of the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower, (h) to any rating agency in connection with the rating of the Borrower or its obligations, (i) to the CUSIP Service Bureau or any similar organization, (j) to any direct or indirect contractual party (or its Related Parties) in Hedging Agreements or such contractual counterparty’s professional advisor or (k) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower; provided that under no circumstances shall any Information be disclosed to any Disqualified Institution (to the extent such list is made available to all Lenders). For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry; provided that, in the case of information received from the Borrower after the Closing Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN THE IMMEDIATELY PRECEDING PARAGRAPH FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER, THE OTHER LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

USA PATRIOT Act . Each Lender that is subject to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107 56 (signed into law October 26, 2001)) hereby notifies each Loan Party that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies such Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the Act.

Releases of Liens and Guarantees .

(a) The Lenders, the Issuing Banks, the Swingline Lenders, and the other Secured Parties hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Parties on any Collateral shall (1) be automatically released: in full upon the Termination Date as set forth in Section 9.14(d) below and (2) be released with respect to any particular asset, (i) upon the Disposition of such Collateral by any Loan Party to a person that is not (and is not required to become) a Loan Party in a transaction permitted by this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (ii) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 9.02), (iii) to the extent that the property constituting such Collateral is owned by any Subsidiary Guarantor, upon the release of such Subsidiary Guarantor from its obligations under the Guarantee in accordance with the Guaranty Agreement or clause (b) below (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iv) to the extent that such Collateral comprises property leased to a Loan Party, upon termination or expiration of such lease and to the extent such Loan Party no longer has any right, title or interest in such property (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), to the extent and for so long as such property constitutes Excluded Property or (v) in the case of Permitted Receivables Facility Assets, upon the Disposition thereof pursuant to Section 6.05(o) by any Loan Party to a Receivables Entity of such Permitted Receivables Facility Assets pursuant to a Qualified Receivables Facility, (and, in each case, the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without any further inquiry). Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any Disposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Notwithstanding the foregoing, with respect to any Lien that may be released pursuant to this Section 9.14, the Borrower may elect in its sole discretion to subordinate such Lien rather than release such Lien.

(b) In addition, the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably agree that the respective Subsidiary Guarantor shall be released from its respective Guarantee (i) upon consummation of any transaction permitted hereunder (x) resulting in such Subsidiary ceasing to constitute a Subsidiary or (y) in the case of any Subsidiary Guarantor which would not be required to be a Subsidiary Guarantor because it is or has become an Excluded Subsidiary, in each case following a written request by the Borrower to the Administrative Agent requesting that such person no longer constitute a Subsidiary Guarantor and certifying its entitlement to the requested release (and the Collateral Agent may rely conclusively on a certificate to the foregoing effect without further inquiry); provided , that any such release pursuant to preceding clause (y) shall only be effective if (A) such Subsidiary owns no assets which were previously transferred to it by another Loan Party which constituted Collateral or proceeds of Collateral (or any such transfer of any such assets would be permitted hereunder immediately following such release), (C) at the time of such release (and after giving effect thereto), to the extent such Subsidiary will continue to be a Restricted Subsidiary, all outstanding Indebtedness of, and Investments previously made in, such Subsidiary would then be permitted to be made in accordance with the relevant provisions of Sections 6.03 and 6.08 (for this purpose, with the Borrower being required to reclassify any such items made in reliance upon the respective Subsidiary being a Subsidiary Guarantor on another basis as would be permitted by such applicable Section), and any previous Dispositions thereto pursuant to Section 6.05 shall be re-characterized and would then be permitted as if same were made to a Subsidiary that was not a Subsidiary Guarantor (and all items described above in this clause (C) shall thereafter be deemed recharacterized as provided above in this clause (C)) and (D) such Subsidiary shall not be (or shall be simultaneously be released as) a guarantor with respect to any Refinancing Notes, Permitted Debt or any Permitted Refinancing Indebtedness with respect to the foregoing or (ii) if the release of such Subsidiary Guarantor is approved, authorized or ratified by the Required Lenders (or such other percentage of Lenders whose consent is required in accordance with Section 9.02). or (ii) if the release of such Subsidiary Guarantor is approved, authorized or ratified by the Required Lenders (or such other percentage of Lenders whose consent is required in accordance with Section 9.02).

(c) The Lenders, the Issuing Banks and the other Secured Parties hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Subsidiary Guarantor or Collateral pursuant to the foregoing provisions of this Section 9.14, all without the further consent or joinder of any Lender or any other Secured Party. Upon the effectiveness of any such release, any representation, warranty or covenant contained in any Loan Document relating to any such Collateral or Subsidiary Guarantor shall no longer be deemed to be made. In connection with any release hereunder, the Administrative Agent and the Collateral Agent shall promptly (and the Secured Parties hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense in connection with the release of any Liens created by any Loan Document in respect of such Subsidiary, property or asset; provided , that (i) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower containing such certifications as the Administrative Agent shall reasonably request, (ii) the Administrative Agent or the Collateral Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (iii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery of documents pursuant to this Section 9.14(c) shall be without recourse to or warranty by the Administrative Agent or Collateral Agent.

(d) Notwithstanding anything to the contrary contained herein or any other Loan Document, on the Termination Date, upon request of the Borrower, the Administrative Agent and/or the Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all obligations under any Loan Document, including, without limitation, original executed releases of the Mortgages in recordable form, whether or not on the date of such release there may be any (i) obligations in respect of any Secured Hedge Agreements or any Secured Cash Management Agreements, (ii) obligations in respect of any Permitted Bi-Lateral Letter of Credit Facility and (iii) any contingent indemnification obligations or expense reimbursement claims not then due; provided , that the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower containing such certifications as the Administrative Agent shall reasonably request. Any such release of obligations shall be deemed subject to the provision that such obligations shall be reinstated if after such release any portion of any payment in respect of the obligations guaranteed thereby shall be rescinded, avoided or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Subsidiary Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Subsidiary Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or the Collateral Agent (and their respective representatives) in connection with taking such actions to release security interests in all Collateral and all obligations under the Loan Documents as contemplated by this Section 9.14(d).

(e) Obligations of the Borrower or any of its Subsidiaries under any Secured Cash Management Agreement or Secured Hedge Agreement (after giving effect to all netting arrangements relating to such Secured Hedge Agreements) or obligations in respect of any Permitted Bi-Lateral Letter of Credit Facility shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed. No person shall have any voting rights under any Loan Document solely as a result of the existence of obligations owed to it under any such Secured Hedge Agreement, Secured Cash Management Agreement or Permitted Bi-Lateral Letter of Credit Facility. For the avoidance of doubt, no release of Collateral or Guarantors effected in the manner permitted by this Agreement shall require the consent of any holder of obligations under Secured Hedge Agreements, any Secured Cash Management Agreements or Permitted Bi-Lateral Letter of Credit Facilities.

Interest Rate Limitation . Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “ Charges ”), shall exceed the maximum lawful rate (the “ Maximum Rate ”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

No Advisory or Fiduciary Responsibility . In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Lenders and their Affiliates, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Lenders and their Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) no Lender or any of its Affiliates has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except, in the case of a Lender, those obligations expressly set forth herein and in the other Loan Documents; and (iii) each of the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and no Lender or any of its Affiliates has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against each of the Lenders and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Platform; Borrower Materials . The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the Issuing Bank materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the “Platform”), and (b) certain of the Lenders may be “public-side” Lenders ( i.e ., Lenders that do not wish to receive material non-public information with respect to the Borrower and its Subsidiaries or any of their respective securities) (each, a “Public Lender”). The Borrower hereby agrees that it will identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the Issuing Bank and the Lenders to treat such Borrower Materials as solely containing information that is either (A) publicly available information or (B) not material (although it may be sensitive and proprietary) with respect to the Borrower or the Subsidiaries or any of their respective securities for purposes of United States Federal securities laws ( provided , however, that such Borrower Materials shall be treated as set forth in Section 9.12, to the extent such Borrower Materials constitute information subject to the terms thereof), (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (iv) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE ADMINISTRATIVE AGENT, ITS RELATED PARTIES AND THE JOINT LEAD ARRANGERS DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT, ANY OF ITS RELATED PARTIES OR ANY JOINT LEAD ARRANGER IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions . Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective authorized officers as of the day and year first above written.

HILL-ROM HOLDINGS, INC., as the Borrower

By:

Name:

Title:

JPMORGAN CHASE BANK, N.A., individually as

a Lender, as the Swingline Lender, as an Issuing

Bank and as Administrative Agent

By:

Name:

Title:

GOLDMAN SACHS BANK USA, as Resigning Agent

By:

Name:

Title:

[OTHER AGENTS AND LENDERS],

EXHIBIT 10.22

HILL-ROM HOLDINGS, INC.

EMPLOYEE STOCK PURCHASE PLAN

(As amended and restated as of July 1, 2017)

1. Purpose . The purpose of this Employee Stock Purchase Plan is to encourage and enable eligible employees of Hill-Rom Holdings, Inc. and its designated affiliates to acquire proprietary interests in the Company (as defined below) through the ownership of Common Stock (as defined below) in order to establish a closer identification of their interests with those of the Company by providing them with another and more direct means of participating in its growth and earnings which, in turn, will provide motivation for participating employees to remain in the employ of and to give greater effort on behalf of their Employers (as defined below). This Plan includes two components: a Code Section 423 Component (the “423 Component”) and a non-Code Section 423 Component (the “Non-423 Component”). It is the intention of the Company to have the 423 Component qualify as an “employee stock purchase plan” under Section 423 of the Code. The provisions of the 423 Component, accordingly, shall be construed so as to extend and limit participation in a uniform and nondiscriminatory basis consistent with the requirements of Section 423 of the Code. In addition, this Plan authorizes the grant of a purchase right under the Non-423 Component that does not qualify as an “employee stock purchase plan” under Section 423 of the Code; such purchase right(s) shall be granted pursuant to rules, procedures or subplans adopted by the Committee designed to achieve tax, securities laws or other objectives for Eligible Employees and the Company. Except as otherwise provided herein, the Non-423 Component will be operated and administered in the same manner as the 423 Component.

2. Definitions . Unless the context clearly requires a different meaning, the following words or terms, when used herein, shall have the following respective meanings:

(a) "1934 Act" means the Securities Exchange Act of 1934, as amended.

(b) "Account" means the brokerage account maintained for each Participant under the Plan by the Plan Administrator.

(c) "Active Participant" means an Eligible Employee who enrolls in the Plan in accordance with the provisions of Section 8 herein and who is currently making payroll deductions or contributions for the purchase of Common Stock. "Active Participant" shall also include an individual on a long-term leave of absence who has made arrangements to continue payment of contributions as described in Section 11.

(d) "Administrator" means the Committee or any authorized delegate of the Committee.

(e) “Affiliate” means any "subsidiary corporation" of the Company, as defined in Code Section 424(f), and following shareholder approval shall mean (i) any entity that, directly or indirectly, is controlled by, controls or is under common control with, the Company and (b) any entity in which the Company has a significant equity interest, in either case as determined by the Committee, whether now or hereafter existing.

(f) "Board" means the Board of Directors of the Company.

(g) "Code" means the Internal Revenue Code of 1986, as amended.

(h) "Committee" means the Compensation and Management Development Committee of the Board.

(i) "Common Stock" means the common stock of the Company, without par value.

(j) "Company" means Hill-Rom Holdings, Inc. and its successors.

(k) "Compensation" means, with respect to an Eligible Employee, all regular salary or wages, shift differentials, overtime, and commissions, but excluding all bonus payments, incentive or equity compensation, reimbursement payments, severance pay or any other form of additional earnings.

(l) "Date of Purchase" means the last day of each Purchase Period, on which date Common Stock for such Purchase Period shall be purchased.

(m) "Eligible Employee" means (i) any individual who is treated as an active employee in the records of the Company or any Designated Subsidiary or (ii) any individual who is treated as an active employee in the records of the Company or any Designated Affiliate, in each case regardless of any subsequent reclassification by the Company or by any Designated Subsidiary or Designated Affiliate, any governmental agency, or any court; provided , however , in all cases, only as of the first day of the month following the start of service as an active employee of the Company, Designated Subsidiary, or Designated Affiliate. The Administrator, in its discretion, from time to time may, prior to the Purchase Period for a particular offering and for all purchase rights to be granted during the Purchase Period, determine that the definition of Eligible Employee will or will not include an individual if he or she customarily works not more than twenty (20) hours per week or not more than five (5) months in any calendar year (or, in each case, such lesser period of time as may be determined by the Administrator in its discretion), provided that any such exclusion is applied with respect to each Purchase Period in a uniform manner to all similarly-situated employees who otherwise would be Eligible Employees for that Purchase Period. For purposes of the 423 Component, the employment relationship shall be treated as continuing intact while the individual is on military or sick leave or other bona fide leave of absence approved by the Company or the Designated Subsidiary so long as the leave does not exceed three (3) months or if longer than three (3) months, the individual’s right to reemployment is provided by statute or has been agreed to by contract or in a written policy of the Company which provides for a right of reemployment following the leave of absence. The employment relationship shall be treated as continuing intact where an Eligible Employee transfers employment between the Company, Designated Subsidiaries and/or Designated Affiliates; provided , however , that an individual who is not employed by the Company or a Designated Subsidiary on the first day of Purchase Period and through a date that is no more than three (3) months prior to the Date of Purchase will participate only in the Non-423 Component unless the individual continues to have a right to reemployment with the Company or a Designated Subsidiary provided by statute or contract or in a written policy of the Company which provides for a right of reemployment following the leave of absence. The

Administrator shall establish rules to govern other transfers into the 423 Component, and between any separate Purchase Periods established thereunder, consistent with the applicable requirements of Section 423 of the Code. Notwithstanding the above, an Employee who would, immediately upon enrollment or re-enrollment in the Plan, own directly or indirectly five percent or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary will not be considered an Eligible Employee. For purposes of the above determination, the Employee shall be deemed to own stock attributed to him or her under the attribution rules of Section 424(d) of the Code; and the Employee shall be considered to own any stock that the Employee could purchase through the exercise of any purchase right or right to acquire stock held by the Employee (including purchase rights under this Plan).

(n) “Designated Affiliate” means any Affiliate selected by the Administrator as eligible to participate in the Non-423 Component.

(o) “Designated Subsidiary” means any Subsidiary selected by the Administrator as eligible to participate in the 423 Component.

(p) "Employee" means an individual regularly employed by an Employer. "Employee" shall not include a non-employee director of the Company. Whether an individual qualifies as an Employee shall be determined by the Administrator.

(q) "Employer" means the Company, and its Subsidiaries and Affiliates designated from time to time by the Board as covered by the Plan, as the employer of an Employee.

(r) "Enrollment Deadline" means, for each Purchase Period, the last day of the month immediately preceding the first day of such Purchase Period, or such other date as specified by the Administrator.

(s) "Enrollment Form" means a statement signed by an Eligible Employee on a form prescribed by the Administrator, or an election made through applicable electronic procedures, indicating the Eligible Employee elects to become a Participant and authorizing

a payroll deductions and/or contributions for the purchase of Common Stock pursuant to the Plan.

(t) "Fair Market Value" of Common Stock on a particular date means the value determined in good faith by the Committee, by formula or otherwise; provided, however, that unless the Committee determines to use a different measure, the Fair Market Value of the Common Stock shall be the average of the high and the low sales prices of the Common Stock (on such exchange or market as is determined by the Board to be the primary market for the Common Stock) on the date in question (or if shares of Common Stock were not traded on such date, then on the next preceding trading day on which a sale of Common Stock occurred).

(u) "Inactive Participant" means an Employee who has purchased Common Stock pursuant to the Plan and who has an Account to which shares of Common Stock are credited, but who is not currently making payroll deductions or contributions for the purchase of Common Stock under the Plan (other than an individual on a long-term leave of absence who has made arrangements to continue payment of contributions as described in Section 11).

(v) "Participant" means an Active Participant or an Inactive Participant.

(w) "Plan" means this Hill-Rom Holdings, Inc. Employee Stock Purchase Plan, as it may be amended from time to time, including both the 423 Component and the Non-423 Component.

(x) "Plan Administrator" means the plan broker appointed by the Board to administer this Plan. The Plan Administrator shall initially be Fidelity Investments.

(y) "Purchase Period" means the period set forth in Section 5.

(z) "Purchase Price" means the price at which Common Stock shall be purchased, as set forth in Section 10.

(aa) "Rule 16b-3" means Rule 16b‑3 promulgated by the Securities and Exchange Commission under the 1934 Act.

(bb) "Subsidiary" means any "subsidiary corporation" of the Company, as defined in Code Section 424(f).

3. Number of Shares of Common Stock Under the Plan . Subject to adjustment in accordance with Section 16, a total of 1,000,000 shares of Common Stock may be purchased by Eligible Employees under this Plan including both the 423 Component and the Non-423 Component. The Common Stock subject to this Plan shall consist of authorized but unissued Common Stock or previously issued Common Stock reacquired and held by the Company, and such number of shares of Common Stock shall be and is hereby reserved for sale for such purpose.

4. Administration of the Plan . This Plan shall be administered by the Administrator. The Administrator is vested with full authority to administer the Plan with respect to Participants' Accounts. The Administrator is vested with full authority to administer payroll deductions or contributions under the Plan, to interpret the Plan, to make, interpret, amend and rescind such equitable rules and regulations regarding this Plan as it may deem advisable, and to make all other determinations deemed necessary or advisable for the operation of this Plan. The Administrator may delegate to such agent or agents any of its authority under the Plan except its authority to construe and interpret the provisions of the Plan.

All actions taken by the Administrator, and all actions taken, and all interpretations and determinations made (including determinations of fair market value) shall be final and binding upon Employees, Participants, the Company and all other interested persons. Neither the Administrator nor any member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, and all members of the Committee shall be fully protected by the Company with respect to any such action, determination or interpretation.

The Company will pay all expenses incident to establishing and administering the Plan and purchasing or issuing Common Stock, provided that Participants will pay all costs associated with

the issuance of paper certificates for Common Stock and all costs incurred in selling, disposing of, or transferring Common Stock acquired under the Plan, including transfers to a brokerage account or a direct registration system.

The Committee shall determine eligibility and adjudicate all disputed claims filed under the Plan, including whether Eligible Employees shall participate in the 423 Component or the Non-423 Component and which entities shall be Designated Subsidiaries or Designated Affiliates.

Notwithstanding any provision to the contrary in this Plan, the Committee may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures for jurisdictions outside of the United States. Without limiting the generality of the foregoing, the Committee specifically is authorized to adopt rules, procedures and subplans, which, for purposes of the Non-423 Component, may be outside the scope of Section 423 of the Code, regarding, without limitation, eligibility to participate, the definition of Compensation, handling of payroll deductions or contributions, making of contributions to the Plan (including, without limitation, in forms other than payroll deductions), establishment of bank or trust accounts to hold payroll deductions or contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary-designation requirements, withholding procedures and handling of shares of Common Stock issuances, which may vary according to local requirements. The Committee may delegate any of its administrative tasks set forth in this paragraph, including the designation of a Designated Affiliate or Designated Subsidiary under the Plan, unless constrained by applicable law.

5. Purchase Periods . The Plan will be implemented by Purchase Periods of calendar quarters. The last day of each Purchase Period shall be the last New York Stock Exchange trading day of each calendar quarter, and the next Purchase Period shall commence on the first day of the next calendar quarter. The first Purchase Period shall commence on April 1, 2009. Only one Purchase Period may be in effect at any one time. Participation in any Purchase Period under the Plan shall neither limit nor require participation in any other Purchase Period. The Committee may, at any time and for any reason, terminate a Purchase Period, in which case all accumulated payroll deductions or contributions during such Purchase Period shall, in the Committee's discretion, be refunded to the Participants or used to purchase shares of Common Stock with the date of termination as the Date of Purchase.

6. Number of Shares of Common Stock Which May Be Purchased . Each Active Participant shall be allowed to purchase as many shares of Common Stock as the amount of his accrued payroll deductions or contributions at the end of any Purchase Period can purchase, not to exceed the number of shares of Common Stock determined by dividing the total sum of his authorized payroll deductions or contributions for the Purchase Period by the Purchase Price per share of Common Stock (as set forth in Section 10). Notwithstanding the foregoing, the maximum number of shares of Common Stock that may be purchased by an Employee during a Purchase Period is the number determined by dividing (A) by (B), where (A) equals $25,000 less the aggregate Fair Market Value of Common Stock purchased by the Participant under this Plan in previous Purchase Periods during the same calendar year (determined as of the first day of the Purchase Period in which each share of Common Stock was purchased), and (B) equals the Fair Market Value of a share of Common Stock on the first day of the Purchase Period. Further, no Employee shall be granted a purchase right to purchase Common Stock under this Plan which permits his rights to purchase stock under all employee stock purchase plans of the Company and its Subsidiaries to accrue at a rate which exceeds in any one calendar year $25,000 of the fair market value of the stock determined as of the date the right to purchase is granted. However, in no event shall an Eligible Employee be permitted to purchase during a Purchase Period more than 5,000 shares of common stock subject to adjustment pursuant to Section 16, and provided further that such a purchase right shall be subject to the limitations set forth in Section 3 and as contained in this Plan. The Committee may, for future Purchase Periods, increase or decrease, in its absolute discretion, the maximum number of shares of Common Stock that an Eligible Employee may purchase during each Purchas Period. The Administrator may prohibit the use of fractional shares under the Plan.

In the event the total number of shares of Common Stock to be purchased pursuant to all Enrollment Forms with respect to any Purchase Period exceeds the available shares of Common Stock pursuant to Section 3, the Committee reserves the right to allocate the number of shares of Common Stock which Participants may purchase in such manner as it deems fair and equitable, and notify each Participant of such allocation.

7. Grant of a Purchase Right on Enrollment .

(a) Enrollment or re-enrollment by a Participant in the Plan for a Purchase Period will constitute the grant by the Company to the Participant of a purchase right to purchase shares of Common Stock from the Company under the Plan.

(b) Each purchase right granted under the Plan shall have the following terms, in addition to other terms set forth herein:

(1) Each purchase right granted under the Plan will have a term of not more than one calendar quarter; notwithstanding the foregoing, however, whether or not all shares have been purchased thereunder, the purchase right will expire on the earlier to occur of (A) the completion of the purchase of shares on the Date of Purchase, or (B) the date on which the Participant's employment with the Employer terminates;

(2) Purchase of shares will be effected only on the Date of Purchase in accordance with Section 9;

(3) The Purchase Price per share under a purchase right will be

determined as provided in Section 10;

(4) Subject to the limits set forth in Section 6, the number of shares available for purchase under a purchase right will be determined by dividing (i) such Participant's payroll deductions or contributions accumulated during the Purchase Period as of the Date of Purchase by (ii) the applicable Purchase Price determined in accordance with Section 10;

(5) The purchase right will in all respects be subject to the terms and conditions of the Plan, as interpreted by the Committee, in its sole discretion, from time to time.

8. Participation in the Plan; Payroll Deductions or Contributions .

(a) An Eligible Employee may enroll in the Plan and become an Active Participant for a Purchase Period by completing the enrollment procedures no later than the applicable Enrollment Deadline. An individual who first becomes an Eligible Employee (including a newly hired or re-hired Employee) after the Enrollment Deadline for a Purchase Period may not enroll in the Plan for such Purchase Period but may enroll in the Plan for the next following Purchase Period in accordance with the preceding sentence. Except as provided above, no Enrollment Form shall be honored for a Purchase Period with respect to any individual who is not an Eligible Employee as of the first day of the Purchase Period. An Eligible Employee who timely enrolls will become an Active Participant and, except as provided above, payroll deductions or contributions shall commence with the first payroll period in the Purchase Period. Once an Eligible Employee has enrolled in the Plan, he will remain an Active Participant and will participate in subsequent Purchase Periods until (i) he discontinues his payroll deductions or contributions as provided below, or (ii) he ceases to be an Eligible Employee. A Participant who has discontinued his payroll deductions or contributions will be an Inactive Participant and will not participate in subsequent Purchase Periods until he re-enrolls in the Plan in accordance with this Section.

(b) Payroll deductions or contributions for an Active Participant shall be made through the end of a Purchase Period unless sooner discontinued or terminated as provided in Sections 5, 8(e), 11 or 29 herein. Payroll deductions or contributions shall be specified in whole percentages (not to exceed 10%) of Compensation, in after-tax amounts. Such deductions shall be taken in conformity with the Employer's payroll deduction schedule. The Administrator may permit Eligible Employees participating in a specified Purchase Period to contribute amounts to the Plan through payment by cash, check or other means to comply with non-U.S. requirements, provided , that such contributions shall not exceed 10% of the Compensation received each pay period, during the Purchase Period.

(c) Payroll deductions or contributions for each Active Participant shall be made by the Employer and provided to the Plan Administrator as provided herein.

(d) An Active Participant may, prior to the deadline specified by the Administrator, increase or decrease the amount of his payroll deductions or contributions (within the limitations set forth in paragraph (b) above) by updating his Enrollment Form as required by the Plan Administrator. Such change shall be prospective only and effective as soon as practicable. Payroll deductions or contributions elected by an Active Participant shall remain in effect from Purchase Period to Purchase Period until such Participant changes or discontinues the payroll deductions or contributions or ceases to be an Eligible Employee.

(e) An Active Participant may discontinue his payroll deduction at any time during a Purchase Period by updating his Enrollment Form as required by the Plan Administrator. Such change shall be prospective only and effective as soon as practicable. Once discontinued, the Participant may resume payroll deductions or contributions at any time, including during the same Purchase Period, by re-enrolling in the Plan in accordance with this Section. All amounts deducted to the date of discontinuance will be applied to the purchase of Common Stock at the end of the Purchase Period. An Active Participant who has discontinued his payroll deductions or contributions (other than a Participant on a long-term leave of absence who has made arrangements to continue payment of contributions as described in Section 11) will be an Inactive Participant and will not participate in subsequent Purchase Periods until he re-enrolls in the Plan in accordance with this Section. If, prior to the last day of a Purchase Period, an Active Participant ceases to be an Eligible Employee but does not terminate employment with the Company or a Subsidiary, the Participant shall be treated as if he has discontinued his payroll deductions or contributions in accordance with this paragraph, and such Participant may not re-enroll in the Plan until he again becomes an Eligible Employee.

(f) If an Eligible Employee makes a hardship withdrawal from any plan with a cash or deferred arrangement qualified under Section 401(k) of the Code which is sponsored, or participated in, by the Company or a Subsidiary, such Eligible Employee shall be automatically prohibited from making or electing to make payroll deductions or contributions under the Plan for a six (6) month period. All amounts deducted prior to such date will be applied to the purchase of Common Stock at the end of the Purchase Period in

which the hardship withdrawal occurs. After the expiration of such six (6) month period, the Eligible Employee must re-enroll in the Plan.

9. Purchase of Common Stock . Except as provided in Section 5, 8(e), 11 or 29, on each Date of Purchase, accrued payroll deductions or contributions made for each Participant for the applicable Purchase Period will be applied to the purchase of Common Stock, including fractional shares, at the Purchase Price determined under Section 10. Any amounts representing a fractional share that are withheld but not applied toward the purchase of Common Stock during a Purchase Period shall be carried forward to the next Purchase Period and, subject to Section 5, 8(e), 11 or 29, shall be applied toward the purchase of Common Stock during such Purchase Period. In no event shall any right to purchase Common Stock under the Plan be exercised for more than the available number of shares of Common Stock (determined under Section 6), and, after the available shares of Common Stock have been purchased, any remaining balance of any amount previously collected from Participants shall be refunded. The Common Stock purchased by a Participant shall be deposited into the Participant's Account.

10. Purchase Price . The Purchase Price per share of Common Stock shall be 90% of the Fair Market Value on the Date of Purchase. Such Purchase Price may be established by the Committee by any manner or method the Committee determines, pursuant to Section 4, and subject to (i) with respect to the 423 Component, compliance with Section 423 of the Code (or any successor rule or provision or any other applicable law, regulation or stock exchange rule) or (ii) with respect to the Non-423 Component, pursuant to such manner or method as determined by the Committee to comply with applicable local law.

11. Termination of Employment; Leave of Absence . If, prior to the last day of a Purchase Period, a Participant ceases to be employed by the Employer for any reason (including death, voluntary resignation, retirement or involuntary termination, with or without cause) the Participant's payroll deductions or contributions made but not yet used for purchases will be distributed in cash to the Participant (or his estate or beneficiary, as applicable in the case of death) as soon as practicable after his termination of employment.

Unless otherwise required by applicable law, if prior to the last day of a Purchase Period, an Active Participant ceases to be actively employed because he commences a long-term leave of absence, then any accrued payroll deductions or contributions under the Plan during the Purchase Period to the date the Participant ceases to be actively employed shall be applied to the purchase of Common Stock for such Purchase Period on the Date of Purchase. Subject to any applicable rules or regulations established by the Administrator, the Participant shall be entitled to elect to continue to participate in the Plan until his employment terminates, provided the Participant makes the necessary arrangements with the Employer and/or the Administrator to pay the requisite amounts that would, but for the leave of absence, be paid under the Plan through the Participant's payroll deductions or contributions. For purposes of this paragraph, "long-term leave of absence" means a leave of absence agreed to in writing by the Employer (i) which is for a period of not more than six (6) months, or (ii) with respect to which reemployment upon expiration of such leave is guaranteed by contract or applicable law.

12. Interest on Payments . Unless required under local law, no interest shall accrue or be paid on sums withheld from a Participant's pay for the purchase of Common Stock or with respect to any amount credited to a Participant's Account.

13. Rights as Shareholder . No Participant shall have any rights of a shareholder with respect to any shares of Common Stock until the shares have been purchased in accordance with Section 9 and issued by the Company, at which time the Participant will be treated as the owner of such shares. At any time a Participant may, subject to payment by the Participant of the Plan Administrator's fees therefor, instruct the Plan Administrator, in accordance with its policies, to (i) transfer the Common Stock in his or her Account to another brokerage account specified by the Participant, (ii) sell such Common Stock for the Participant, or (iii) any combination of the foregoing. When the Plan Administrator takes any of the actions in clauses (i) through (iii) in accordance with this paragraph, the Common Stock involved shall be removed from the Participant's Account.

14. Rights Not Transferable . A Participant's rights to purchase Common Stock pursuant to this Plan may not be sold, pledged, assigned or transferred in any manner, and shall be exercisable only during the Participant's lifetime and only by the Participant. If this provision is violated, the right of the Participant to purchase Common Stock shall terminate and the only right remaining to

such Participant under the Plan will be to have paid over to the person entitled thereto the amount of accrued payroll deductions or contributions then credited to such Participant and to give instructions to the Plan Administrator with respect to Common Stock in such Participant's Account in the same manner as provided in Section 13.

15. Purchase Period Limitation . In no event shall a Participant be permitted to complete payment for Common Stock after the expiration of the Purchase Period with respect to which such Common Stock is purchased.

16. Changes in Capitalization .

(a) The existence of the Plan and the rights to purchase Common Stock hereunder shall not affect in any way the right or power of the Board or the Company's shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Company's capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting Common Stock or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.

(b) In the event of any merger, reorganization, consolidation, sale of substantially all assets, recapitalization, stock dividend, stock split, spin-off, split-up, split-off, distribution of assets or other change in corporate structure affecting the Common Stock such that an adjustment is determined by the Committee in its discretion to be appropriate, after considering any accounting impact to the Company, in order to prevent dilution or enlargement of benefits under the Plan, then the Committee shall, in such a manner as it may in its discretion deem equitable, adjust any or all of (i) the aggregate number and kind of shares of Common Stock reserved for issuance under the Plan, and (ii) the number and kind of shares which may be purchased by any individual in any calendar year. In the event of any merger, reorganization, consolidation, sale of substantially all assets, recapitalization, stock dividend, stock split, spin-off, split-up, split-off, distribution of assets or other change in corporate structure affecting the Common Stock subject to this Plan, the number and kind of shares of Common Stock or other securities which are subject to this Plan or subject to

any outstanding offering hereunder, the number of shares of Common Stock to be purchased, and the Purchase Price, shall be appropriately and equitably adjusted by the Committee so as to maintain the proportionate number of shares of Common Stock or other securities without changing the aggre-gate Purchase Price.

(c) Except as hereinbefore expressly provided, the issuance by the Company of Common Stock of any class or securities convertible into Common Stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or upon conversion of Common Stock or obligations of the Company convertible into Common Stock or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Common Stock to be purchased for a Purchase Period or the Purchase Price per share of Common Stock.

17. Change in Control .

(a) In the event of a Change in Control, the Committee shall provide for the assumption or substitution of each purchase right to purchase Common Stock under the Plan by the successor or surviving corporation, or a parent or subsidiary thereof, unless the Committee decides to take such other action as it deems appropriate, including, without limitation, providing for the termination of the Plan in accordance with Section 29, or a termination of the Plan and providing for a Date of Purchase to occur on the date determined by the Committee.

(b) A "Change in Control" shall be deemed to occur on:

(1) the date that any person, corporation, partnership, syndicate, trust, estate or other group acting with a view to the acquisition, holding or disposition of securities of the Company, becomes, directly or. indirectly, the beneficial owner, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, of securities of the Company representing 35% or more of the voting power of all securities of the Company having the right under ordinary circumstances to vote at an election of the

Board ("Voting Securities"), other than by reason of (x) the acquisition of securities of the Company by the Company or any of its Subsidiaries or any employee benefit plan of the Company or any of its Subsidiaries, (y) the acquisition of securities of the Company directly from the Company, or (z) the acquisition of securities of the Company by one or more members of the Hillenbrand Family (which term shall mean descendants of John A. Hillenbrand and their spouses, trusts primarily for their benefit or entities controlled by them);

(2) the consummation of a merger or consolidation of the Company with another corporation unless:

(A) the shareholders of the Company, immediately prior to the merger or consolidation, beneficially own, immediately after the merger or consolidation, shares entitling such shareholders to 50% or more of the voting power of all securities of the corporation surviving the merger or consolidation having the right under ordinary circumstances to vote at an election of directors in substantially the same proportions as their ownership, immediately prior to such merger or consolidation, of Voting Securities of the Company;

(B) no person, corporation, partnership, syndicate, trust, estate or other group beneficially owns, directly or indirectly, 35% or more of the voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation except to the extent that such ownership existed prior to such merger or consolidation; and

(C) the members of the Company's Board, immediately prior to the merger or consolidation, constitute, immediately after the merger or consolidation, a majority of the board of directors of the corporation issuing cash or securities in the merger;

(3) the date on which a majority of the members of the Board consist of persons other than Current Directors (which term shall mean any member of the Board on the date hereof and any member whose nomination or election has been approved by a majority of Current Directors then on the Board);

(4) the consummation of a sale or other disposition of all or substantially all of the assets of the Company; or

(5) the date of approval of the shareholders of the Company of a plan of complete liquidation of the Company.

18. Application of Funds .

(a) The Company will maintain payroll deduction records for each Eligible Employee who elects pursuant to the provisions of Section 8 herein to participate in a Purchase Period under the Plan on which all payroll deductions or contributions attributable to that Participant with respect to a Purchase Period will be accounted for.

(b) Unless required under local law, amounts thus accounted for will be under the control of the Company, need not be set apart from other funds of the Company, and, so long as funds in the applicable amount are provided to the Plan Administrator for each Purchase Period, may be used for any corporate purpose. Amounts credited for Participants employed by Designated Subsidiaries and Designated Affiliates may be remitted to the Company from time to time by such Subsidiaries and Affiliates.

(c) In the event that any law or regulation may prohibit the handling or use of all or any part of the funds in the manner contemplated by the Plan, the Company may deal with such funds in any lawful manner it may deem advisable, including the deposit of any such funds in a segregated bank account(s).

19. Governmental Approvals or Consents; Amendments or Termination . This Plan and any purchases by Participants under it are subject to any governmental approvals or consents that

may be or become applicable in connection therewith. The Administrator may make such changes in the Plan and its administration as may be necessary to desirable, in the opinion of the Company's counsel, to comply with the rules or regulations of any governmental authority or any national securities exchange.

20. Notices . All notices or other communications by an Employee or Participant to the Company or the Administrator under or in connection with the Plan shall be deemed to have been duly given when received by the Company or the Administrator in the form specified by the Company or the Administrator. Any notice given by the Company or the Administrator to an Employee or Participant directed to such individual at the address on file with the Company or the Administrator shall be effective to bind the Employee or Participant and any other person who shall acquire rights hereunder.

21. Equal Rights and Privileges . All Eligible Employees under the 423 Component shall have equal rights and privileges with respect to the Plan so that the Plan qualifies as an "employee stock purchase plan" within the meaning of Code Section 423 or any successor provision of the Code and related regulations. The Company may reform any provision of the 423 Component of the Plan which is inconsistent with Code Section 423 or any successor provision of the Code to comply with the requirements of Code Section 423. This Section shall take precedence over any conflicting provisions in the Plan.

22. Additional Restrictions of Rule 16b-3 . The terms and conditions of purchase rights granted hereunder to, and the purchase of shares by, persons subject to Section 16 of the 1934 Act shall comply with the applicable provisions of Rule 16b-3. This Plan shall be deemed to contain, and such purchase rights shall contain, and the shares issued upon exercise thereof shall be subject to, such additional conditions and restrictions as may be required by Rule 16b-3 to qualify for the maximum exemption from Section 16 of the 1934 Act with respect to Plan transactions.

23. Effective Date . The Plan became effective April 1, 2009, following the approval of the Plan by the Company's shareholders at the February 2009 shareholders meeting. The Plan was amended and restated effective July 1, 2017.

24. Word Usage . Words used in the masculine shall apply to the feminine where applicable, and wherever the context of the Plan dictates, the plural shall be read as the singular and the singular as the plural. Unless the context otherwise requires, the words "include," "includes" and "including" when used in this Plan shall be deemed to be followed by the phrase "without limitation."

25. Headings . Headings at the beginning of paragraphs are for the convenience of reference, shall not be construed as a part of the Plan, and shall not influence its construction.

26. Employment Not Guaranteed; No Other Rights . Nothing contained in this Plan, or the granting or exercise of any right to purchase Common Stock, or the payment of any other benefit hereunder, shall give any Employee, Participant or any beneficiary of an Employee or Participant any right to continue employment with the Employer, or any legal or equitable right against the Employer, its directors, officers, employees or agents, the Administrator, or any other persons, except as expressly provided by the Plan.

27. Tax Withholding . The Employer shall have the right to require payment by a Participant of any federal, state, or any other tax liability payable to any authority, national insurance, social security, payment-on-account or other tax obligations, if any, which arise as a result of participation in the Plan, including, for the avoidance of doubt, any liability of the Participant to pay an employer tax or social insurance contribution obligation, which liability has been shifted to the Participant as a matter of law or contract. At any time, the Company or its Subsidiary or Affiliate, as applicable, may, but shall not be obligated to, withhold the amount necessary for the Company or its Subsidiary or Affiliate, as applicable, to meet applicable withholding obligations, including any withholding required to make available to the Company or its Subsidiary or Affiliate, as applicable, any tax deductions or benefits attributable to sale or early disposition of shares of Common Stock by the Eligible Employee. In addition, the Company or its Subsidiary or Affiliate, as applicable, (i) may withhold from the proceeds of the sale of shares of Common Stock, (ii) may withhold a sufficient whole number of shares of Common Stock otherwise issuable following purchase having an aggregate fair market value sufficient to pay applicable withholding obligations, or (iii) may withhold by any other means set forth in the applicable Enrollment Form.

28. Code Section 409A; Tax Qualification .

(a) Purchase rights granted under the 423 Component are exempt from the

application of Section 409A of the Code. Purchase rights granted under the Non-423 Component to U.S. taxpayers are intended to be exempt from the application of Section 409A under the short-term deferral exception and any ambiguities shall be construed and interpreted in accordance with such intent. Subject to Section 28(b), purchase rights granted to U.S. taxpayers under the Non-423 Component are subject to such terms and conditions that will permit such purchase rights to satisfy the requirements of the short-term deferral exception available under Section 409A of the Code, including the requirement that the shares of Common Stock subject to a purchase right be delivered within the short-term deferral period. Subject to Section 28(b), in the case of a Participant who would otherwise be subject to Section 409A of the Code, to the extent the Company determines that purchase right or any aspect of the purchase right is subject to Section 409A of the Code, the purchase right shall be administered in a manner that will comply with Section 409A of the Code, including Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date specified in Section 23 of this Plan. Anything in the foregoing to the contrary notwithstanding, the Company shall have no liability to a Participant or any other party if the purchase right that is intended to be exempt from, or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Company with respect thereto.


(b)	Although the Company may endeavor to (i) qualify the purchase right(s) for favorable

tax treatment under the laws of the U.S. or jurisdictions outside of the U.S. or (ii) avoid adverse tax treatment ( e.g. , under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan, including Section 28(a). The Company is not constrained in its corporate activities by any potential negative tax impact on Participants under the Plan.

29. Amendment and Termination . The Board or Committee, may at any time and for any reason terminate, withdraw, suspend, modify, or amend the Plan; provided that the Board or the Committee may not make any amendment which would require the approval of the Company's shareholders to comply with any rule promulgated by the New York Stock Exchange, or any

applicable laws, including but not limited to Code Section 423, without approval of the shareholders of the Company. The Company shall not be obligated to any Employee, Participant or other person whatsoever to continue the Plan or the ability to purchase Common Stock hereunder. Except as provided in Section 17, upon termination of the Plan, payroll deductions or contributions taken but not yet expended on purchases of Common Stock under the Plan shall be paid to the Participants with respect to whom such deductions were taken as soon as practicable.

30. Governing Law . The Plan and all determinations made hereunder and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Indiana and construed in accordance therewith without giving effect to principles of conflicts of law.

31. Severability . The provisions of this Plan shall be severable. If any provision is found to be unenforceable, the balance of the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, the Company has executed this amended and restated Plan to be effective as of the date set forth in Section 23.

HILL-ROM HOLDINGS, INC.

By: ______________________________

Name: ______________________________

Title: ______________________________

EXHIBIT 10.42

ADDENDUM III TO EMPLOYMENT AGREEMENT

THE UNDERSIGNED:


1.	HR Europe B.V. , a private limited liability company, having its registered office at the Hoogoorddreef 15, geb. Amerika, 7 ^th floor, (1101BA) in Amsterdam, the Netherlands, (" Company "), in this matter duly represented by Etienne Claessens, VP Human Resources International;

and


2.	Mr. Francisco Canal Vega , residing at the Roemer Visscherstraat 34H, (1051EZ) in Amsterdam, the Netherlands (" Executive ").

HR Europe and Director may be referred to hereinafter individually as a " Party " and jointly as the " Parties ".

WHEREAS:

the Company and Executive entered into an employment agreement dated August 27, 2015 and subsequently into an Addendum (I) thereto dated July 2017 and another Addendum (II) thereto dated April 23, 2018 (hereinafter collectively referred to as: “ Employment Agreement ”) which sets forth the terms and conditions upon which Executive is currently employed by the Company in the position Senior Vice President and President Global Surgical Solutions;


B.	the Company and Executive desire to enter into this agreement (“ Addendum III ”) to provide certain benefits to Executive in the event of Executive’s involuntary termination of employment by the Company under certain circumstances; and


C.	NOW THEREFORE, in consideration of Executive’s continued employment with the Company and the mutual covenants set forth in the Employment Agreement and herein, as well as other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and Executive agree to amend the Employment Agreement as adopted in this Addendum III:

HAVE AGREED AS FOLLOWS:

Article 1: Severance Payment


1.1	Article 1, paragraph 4 of the Employment Agreement (“Severance Payments”), is amended in that the sentence that begins:

“ The Director will be entitled to a lump sum severance payment equal to the amount of four

gross most recent monthly basic salaries (…)”

is hereby replaced by:

“ The Director will be entitled to a lump sum severance payment equal to the amount of four gross most recent monthly salaries. In addition to the monthly gross salaries, the severance calculation shall include the Director’s “Target Bonus” (short term incentive compensation), for the applicable fiscal year.


1.2	The Target Bonus will be set on an annual basis and will be based upon the performance measures and objectives established by the Board of Hill-Rom Holdings, Inc. from time to time, but ultimately subject to the Compensation and Management Development Committee’s discretion.

Article 2: Current Year Incentive

2.1

The Director will receive a pro-rated portion of the Target Bonus for the fiscal year in which the Director’s employment terminates on the initiative of the Company, if the termination is for reasons other than for urgent cause (within the meaning of Article 7:678 of the Dutch Civil Code or for cause (reasonable ground in the meaning of Article 7:669 paragraph 3 of the Dutch Civil Code) , based on the performance level and the number of days the Director was employed during such fiscal year.


2.2	The Director will receive a pro-rated portion of the Target Bonus for the fiscal year in which the Director’s employment terminates on the initiative of the Director for Good Reason pursuant to paragraph 3 of this Article, based on the performance level and the number of days the Director was employed during such fiscal year.


2.3	The Director may terminate his employment agreement and declare this to have been terminated for “Good Reason” upon the occurrence, without Director’s consent, of any of the following circumstances:

(i) the assignment to Director’s duties that are materially inconsistent with Director’s position; and

(ii) a failure by the Company to perform its obligations under this Employment Agreement.

Notwithstanding the foregoing, no termination of employment by Director shall constitute a termination for Good Reason unless (A) Director gives the Company written notice of the existence of an event described in each of the subparagraphs above within ninety (90) days following the occurrence of such event, (B) the Company does not remedy such event described in each of the above, as applicable, within thirty (30) days of receiving the notice described in the preceding clause (A), and (C) Director terminates his employment within sixty (60) days of the end of the cure period specified in clause (B), above.

Article 3: Miscellaneous

3.1 Except as amended by this Addendum III, the Employment Agreement shall continue in full

force and effect. The Employment Agreement and this Addendum III shall be construed as

one and the same instrument.

3.2 All other terms and conditions of the Employment Agreement will remain in force.

3.3 This Addendum is governed by Dutch law.

Signed by Parties in duplicate originals on November 15, 2018.



For HR Europe B.V.:		For Director:


_______________________		_________________________
Etienne Claessens		Francisco Canal Vega

EXHIBIT 10.43

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

P R E A M B L E

This Amended and Restated Employment Agreement defines the essential terms and conditions of our employment relationship with you. The subjects covered in the Agreement are vitally important to you and to the Company. Thus, you should read the document carefully and ask any questions before signing the Agreement.

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“ Agreement ”) is entered into as of November 16, 2018 between Hill-Rom Holdings, Inc., an Indiana corporation (the “ Company ”), and John P. Groetelaars (“ Executive ”), and supersedes and replaces in its entirety that certain employment agreement entered into between the Company and Executive, dated April 24, 2018 ( the “ Prior Employment Agreement ”).

W I T N E S S E T H:

WHEREAS, the Company and its affiliated entities are engaged in the healthcare industry throughout the United States and abroad including, but not limited to, the design, manufacture, sale, service and rental of hospital beds and stretchers, hospital furniture, medical‑related architectural products, specialty sleep surfaces (including therapeutic surfaces), air clearing devices, biomedical and asset management services, as well as other medical-related accessories, devices, products and services;

WHEREAS, the Company is willing to continue to employ Executive in an executive or managerial position and Executive desires to continue to be employed by the Company in such capacity based upon the terms and conditions set forth in this Agreement;

WHEREAS, in the course of the continued employment contemplated under this Agreement, Executive has acquired, and it will be necessary for Executive to continue to acquire and maintain knowledge of certain trade secrets and other confidential and proprietary information regarding the Company as well as any of its parent, subsidiary and/or affiliated entities (hereinafter jointly referred to as the “ Companies ”); and

WHEREAS, the Company and Executive (collectively referred to as the “ Parties ”) acknowledge and agree that the execution of this Agreement, as amended and restated, is necessary to memorialize the terms and conditions of their employment relationship as well as safeguard against the unauthorized disclosure or use of the Company’s confidential information and to otherwise preserve the goodwill and ongoing business value of the Company.

NOW THEREFORE, in consideration of Executive’s employment, the Company’s willingness to disclose certain confidential and proprietary information to Executive and the mutual covenants contained herein as well as other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:


1.	Employment .

(a)

Continuing on the date hereof and ending as provided in Paragraph 9 herein, the Executive agrees to continue to serve as President and Chief Executive Officer for the Company, reporting to the Board of Directors of the Company. Executive agrees to perform all duties and responsibilities traditionally assigned to, or falling within the normal responsibilities of, an individual employed as President and Chief Executive Officer of the Company. Executive also agrees to perform any and all additional duties or responsibilities consistent with such position as may be assigned by the Board of Directors of the Company in its sole discretion.

(b)

The Company agrees to continue to employ the Executive pursuant to the terms of this Agreement, and the Executive agrees to continue be so employed, for a term of one (1) year (the “ Initial Term ”) commencing as of the date hereof. On the first anniversary of the date hereof and, after the Initial Term, on such first anniversary and each annual anniversary of such date thereafter, the term of this Agreement shall be automatically extended for successive one-year periods, provided, however, that either party hereto may elect not to extend this Agreement by giving written notice to the other party at least one hundred and eighty (180) days prior to any such anniversary date. Notwithstanding the foregoing, the Executive’s employment hereunder may be earlier terminated in accordance with Section 9 hereof. The period of time between the date hereof and the termination of the Executive’s employment hereunder shall be referred to herein as the “ Employment Term .”

Efforts and Duty of Loyalty . During the Employment Term, Executive covenants and agrees to exercise reasonable efforts to perform all assigned duties in a diligent and professional manner and in the best interest of the Company. Executive agrees to devote Executive’s full working time, attention, talents, skills and efforts to further the Company’s business interests. Executive agrees not to engage in any outside business activity, whether or not pursued for gain, profit or other pecuniary advantage, without the express written consent of the Company. Executive shall act at all times in accordance with the Company’s code of ethical business conduct, and all other applicable policies which may exist or be adopted by the Company from time to time. The Executive may serve on other boards of directors as long as such service shall not interfere with the proper performance of Executive’s duties and obligations hereunder consistent with the Company’s Corporate Governance Standards for Board of Directors and applicable laws, with the prior consent of the Company. The Company’s Board of Directors appointed Executive to the Board of Directors of the Company on the date of the Prior Employment Agreement subject to the requirement that he stand for re-election at the next annual meeting of shareholders of the Company at which he otherwise would have been required under the Company’s Articles of Incorporation or Bylaws to stand for re-election. Executive shall not be entitled to receive compensation for his service as a member of the Board of Directors of the Company.


3.	At-Will Employment . Subject to the terms and conditions of the severance opportunity set forth below, Executive specifically acknowledges and accepts such employment on an “at-will” basis and agrees that both Executive and the Company retain the right to terminate

this relationship at any time, with or without cause, for any reason not prohibited by applicable law upon notice as required by this Agreement.


4.	Compensation . For all services rendered by Executive on behalf of, or at the request of, the Company, in Executive’s capacity as President and Chief Executive Officer of the Company, Executive shall be compensated as follows during the Employment Term.

(a)

Base Salary . For the services performed by Executive under this Agreement, the Company shall pay Executive a base salary of One Million Twenty Thousand Dollars ($1,020,000) per year (“ Base Salary ”). The Base Salary shall be paid in the same increments as the Company’s normal payroll, but no less frequently than monthly, and prorated for any partial year of service during the Employment Term. Executive’s Base Salary shall be reviewed at least annually.

(b)

Bonus . The Executive shall participate in any short-term incentive compensation program as may be in effect from time to time, as determined solely at the discretion of the Board, or any other bonus program as the Company may establish from time to time in its sole discretion. For each fiscal year, the annual performance bonus target will be not less than 100% of Base Salary earned during such fiscal year (the “ Target Bonus ”). The Target Bonus will be based upon the performance measures and objectives established by the Board from time to time, but ultimately subject to the Compensation and Management Development Committee’s (“ Committee ”) discretion. The minimum annual performance bonus will be 0% of the Target Bonus and the maximum annual performance bonus will be 200% of the Target Bonus. Any bonus earned shall be paid no later than March 15th of the calendar year following the calendar year in which the applicable fiscal year ended, subject to the Executive remaining continuously employed with the Company through the date that such bonus is paid, except as otherwise expressly provided hereunder.


(c)	Equity Awards . The Executive shall be eligible to receive equity and other long-term incentive awards under the equity-based incentive compensation plans adopted by the Company during the Employment Term for which employees are generally eligible. The level of the Executive’s participation in any such plan, if any, shall be determined in the sole discretion of the Committee from time to time.

(d)

Other Benefits . During the Employment Term, Executive will be entitled to participate in and receive such additional benefits and perquisites, including retirement and health and welfare benefits (such as participation in the supplemental executive retirement plan (the “ SERP ”), supplemental long-term disability insurance coverage, a Company-paid Executive physical examination, reimbursement for a portion of tax preparation and estate and financial planning services and flexible paid time off in accordance with the Company’s policy on accrual and use applicable to employees as in effect from time to time, including, but not limited to, forty (40) hours of sick leave), in each case, as are available to other senior executives of the Company and as the Board may deem appropriate and as pre-approved by the Committee. The Executive’s participation will be subject to the terms of the applicable plan documents and generally applicable Company

policies. Notwithstanding the foregoing, the Company may modify or terminate any employee benefit plan at any time.

Changes to Compensation . Notwithstanding anything contained herein to the contrary, Executive acknowledges that the Company specifically reserves the right to make changes to Executive’s compensation in its sole discretion including, but not limited to, modifying or eliminating a compensation component. The Parties agree that such changes shall be deemed effective immediately and an approved modification of this Agreement unless, within thirty (30) days after receiving notice of such change, Executive exercises Executive’s right to terminate this Agreement Without Cause or for Good Reason, as provided and defined below in Paragraph 9, as may be applicable.


6.	Direct Deposit . Within thirty (30) days of the date hereof, Executive agrees to make all necessary arrangements to have all sums paid pursuant to this Agreement direct deposited into one or more bank accounts as designated by Executive.

Predecessor Employers . Except as otherwise disclosed in writing to the Committee of the Board prior to the date hereof Executive warrants that Executive is not a party to any contract, restrictive covenant, or other agreement purporting to limit or otherwise adversely affecting Executive’s ability to secure employment with any third party. Alternatively, should any such agreement exist, Executive warrants that the contemplated services to be performed hereunder will not violate the terms and conditions of any such agreement.

Restricted Duties . Executive agrees not to disclose, or use for the benefit of the Company, any confidential or proprietary information belonging to any predecessor employer(s) that otherwise has not been made public and further acknowledges that the Company has specifically instructed Executive not to disclose or use such confidential or proprietary information. Based on Executive’s understanding of the anticipated duties and responsibilities hereunder, Executive acknowledges that such duties and responsibilities will not compel the disclosure or use of any such confidential and proprietary information.


9.	Termination . The Executive’s employment with the Company and the Employment Term shall end early upon the first to occur of any of the following events:


(a)	Death . In the event Executive dies during the Employment Term, this Agreement shall automatically terminate upon the date of death of the Executive.

(b)

Disability . In the event Executive suffers a Disability (as defined herein) during the term of employment, this Agreement shall automatically be terminated on the date of such Disability. For purposes of this Agreement, Executive shall be considered to have suffered a “ Disability ”: (i) upon a good faith determination by Company that, as a result of any mental or physical impairment, Executive is and will likely remain unable to perform the essential functions of Executive’s duties or responsibilities hereunder on a full-time basis for one hundred eighty (180) days, with or without reasonable accommodation, or (ii) Executive becomes eligible for or receives any benefits pursuant to the Company’s long-term disability policy. Notwithstanding anything expressed or implied above to the contrary, the Company agrees to fully comply with its obligations under the Family and Medical Leave Act

of 1993 and the Americans with Disabilities Act as well as any other applicable federal, state, or local law, regulation, or ordinance governing the provision of leave to individuals with serious health conditions or the protection of individuals with disabilities as well as the Company’s obligation to provide reasonable accommodation thereunder.


(c)	Cause . Executive’s employment may be terminated by the Company at any time for Cause without notice or prior warning. For purposes of this Agreement, “ Cause ” shall mean the Company’s good faith determination that Executive has:

(i)

Acted with gross neglect or willful misconduct in the discharge of Executive’s duties and responsibilities, or continuously refused to follow or comply with the lawful direction of the Board of Directors of the Company or the material terms and conditions of this Agreement; provided, however, that such refusal is not based primarily on Executive’s good faith compliance with applicable legal or ethical standards;


(ii)	Engaged in fraudulent, unethical, or illegal conduct in the performance of his duties that causes, or in the Board of Directors’ reasonable opinion, has the potential to cause, the Company or its directors significant embarrassment or ridicule;


(iii)	Willfully violated a material requirement of any written Company policy or procedure, specifically including a violation of the Company’s code of ethics;


(iv)	Willfully disclosed without proper authorization any material trade secrets or other material Confidential Information (as defined herein); or


(v)	Engaged in any act that constitutes a breach of fiduciary duty under Indiana law.

Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Executive’s employment, effective immediately, by providing notice thereof to Executive. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Executive to cure any violations of sub-paragraphs (ii), (iv) or (v) and, therefore, no opportunity for cure need be provided in those circumstances. Notwithstanding the foregoing, the Company may not terminate the Executive’s employment for Cause unless (A) a determination that cause exists is made and approved by a majority of the Board of Directors, (B) if the circumstance giving rise to the issue is one of the provisions enumerated above that are capable of being cured the Executive is given at least ten (10) days’ written notice of the Board of Directors meeting called to make such determination, and (C) the Executive (together with counsel) is given the opportunity to address the Board of Directors at such meeting. The definition of “Cause” applicable to Executive for all purposes shall be no less favorable to Executive in any respect that the definition set forth herein.

(d)

Without Cause . The Parties agree that either party may terminate this employment relationship at any time, “ Without Cause ”, upon sixty (60) days’ advance written notice or, if terminated by the Company, pay in lieu of notice (hereinafter referred to as “ Notice Pay ”). However, in no event shall Executive be entitled to Notice Pay if Executive is eligible for and accepts severance payments pursuant to the provisions of Paragraph 10(d) below. Notice pay shall be paid as if the Executive remained on payroll, subject to Paragraph 10(d) hereof.


(e)	Good Reason . Executive may terminate Executive’s employment and declare this Agreement to have been terminated for “ Good Reason ” upon the occurrence, without Executive’s consent, of any of the following circumstances:


(i)	the material diminution of Executive’s duties, responsibilities, authorities or offices, or the assignment to Executive of duties that are materially inconsistent with Executive’s position as President and Chief Executive Officer;


(ii)	A reduction by the Company in the amount of Executive’s base salary or target bonus percentage;

(iii)

The discontinuation or reduction by the Company of Executive’s participation at previously existing levels of eligibility in any incentive compensation, additional compensation or equity programs, benefits, policies or perquisites; provided, however, that the Company may make such changes and/or reductions without implicating the provisions of this subparagraph (iii) so long as such discontinuation or reduction applies to all other senior executives of the Company and the discontinuation of reduction applies at a level that is no less favorable to Executive than that applied to all other senior executives of the Company;


(iv)	A change by the Company in the Executive’s reporting structure such that the Executive is no longer reporting directly to the Board of Directors; or


(v)	the relocation of the Company’s principal executive offices or Executive’s place of work to a location requiring a change of more than fifty (50) miles in Executive’s daily commute.

Notwithstanding the foregoing, no termination of employment by Executive shall constitute a termination for Good Reason unless (A) Executive gives the Company written notice of the existence of an event described in each of subparagraphs (i) through (v) above within ninety (90) days following the occurrence of such event, (B) the Company does not remedy such event described in each of subparagraphs (i) through (v) above, as applicable, within thirty (30) days of receiving the notice described in the preceding clause (A), and (C) Executive terminates employment within sixty (60) days of the end of the cure period specified in clause (B), above.


(f)	Voluntary Termination . Executive may voluntarily, and without Good Reason, terminate Executive’s employment for any reason.


(g)	Expiration of Employment Term; Non-Extension of Agreement . This Agreement may be terminated upon the expiration of the Employment Term due to a non-extension of the Agreement by the Company or the Executive.


10.	Consequences of Termination .


(a)	Death . In the event that Executive’s employment and the Employment Term ends on account of the Executive’s death, the Executive or the Executive’s estate, as the case may be, shall be entitled to the following (with the amounts due hereunder to be paid in accordance with the Company’s past practice and applicable law):


(i)	immediate vesting in the SERP, which shall be paid in accordance with the award agreements, benefits plans, past practice and applicable law (the “ SERP Benefit ”);


(ii)	any Base Salary, earned but unpaid through the date of termination; and

(iii)

all other deferred compensation, payments, accrued benefits of employment or fringe benefits to which the Executive may be entitled pursuant to the express terms of (A) any applicable compensation arrangement, (B) any applicable benefit, equity or fringe benefit plan, program or grant or (C) this Agreement (collectively, Paragraphs 10(a)(ii) and ý 10(a)(iii) hereof shall be hereafter referred to as the “ Accrued Benefits ”).


(b)	Disability . In the event that the Executive’s employment and the Employment Term ends on account of the Executive’s Disability, the Company shall pay or provide to the Executive the Accrued Benefits and the SERP Benefit.


(c)	Termination for Cause; Voluntary Termination; Non-Extension of Employment Term . If the Executive’s employment is terminated (i) by the Company for Cause, (ii) by the Executive voluntarily and without Good Reason, or (iii) as a result of the non-extension of the Employment Term by either party as provided in Paragraph 9, the Company shall pay or provide to the Executive the Accrued Benefits.


(d)	Termination Without Cause or for Good Reason . In the event Executive’s employment is terminated by the Company Without Cause or by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, (subject to the provisions of Paragraph 26):


(i)	the Accrued Benefits;


(ii)	the SERP Benefit;

(iii)

two (2) times the sum of (A) Executive’s Base Salary for a period of twelve (12) months plus (B) the Executive’s Target Bonus for the year in which the Executive’s employment is terminated. Except as required by Code Section 409A (as defined below), this total amount shall be paid in accordance with the Company’s standard payroll practices (e.g. bi-weekly) over the twenty-four (24) month period following Executive’s termination, except no

payment shall be made until after the Release (as defined below) becomes effective and the first payment thereafter shall include any missed payment. Notwithstanding the foregoing, if any execution and revocation period overlap two calendar years, the first payment will be paid in the second (2nd) calendar year and shall include any missed payment;

(iv)

If Executive elects continuation coverage under the Company’s medical plan pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“ COBRA ”), the Company shall reimburse Executive, on a monthly basis, for a portion of Executive’s COBRA payments (provided such reimbursement does not result in any taxes or penalties for the Company) in an amount equal to the difference between (A) the amount the Company paid as a monthly premium for Executive’s participation in such plan immediately prior to Executive’s termination Without Cause or termination for Good Reason and (B) the amount Executive was required to pay as a monthly premium for participation in such plan immediately prior to such termination, until the earlier of (x) the end of the twelve (12) month period beginning on the effective date of termination of the Executive’s employment hereunder, or (y) such time as the Executive is eligible to be covered by comparable benefits of a subsequent employer. The Executive agrees to notify the Company promptly if and when Executive begins employment with another employer and if and when Executive becomes eligible to participate in any health or welfare plans of another employer; and

(v)

a lump sum payment in cash equal to the portion of the Target Bonus which would have been payable to the Executive for the fiscal year in which the termination occurred, based on the actual performance level during such fiscal year, but with such amount further prorated based on the number of days that elapsed between the start of such fiscal and the date of such termination of Executive’s employment. This pro-rated bonus (if any) will be paid at such time as the bonus would have been paid had Executive remained employed with the Company through the end of the applicable bonus period.

Payments and benefits provided pursuant to this Paragraph 10(d) shall be paid in lieu of, and not in addition to, any other contractual, notice or statutory pay or other accrued compensation obligation (excluding accrued wages and deferred compensation).

11.

Release . Any payments made pursuant to Paragraph 10(d) are contingent upon Executive materially complying with the restrictive covenants contained herein and executing a separation and release agreement in the form attached as Exhibit A (the “ Release ”). Further, the Company’s obligation to provide payments pursuant to Paragraph 10(d) shall be deemed null and void should Executive fail or refuse to execute and deliver to the Company the Release (without modification) within any time period as may be prescribed by law or, in

absence thereof, twenty-one (21) days after the Executive’s Effective Termination Date (as defined in the Release).


12.	Reaffirmation . Upon termination of Executive’s employment for any reason, Executive agrees, if requested to reaffirm in writing Executive’s post-employment obligation as set forth in this Agreement, that Executive will make such reaffirmation.


13.	Restrictive Covenants . The capitalized terms used, but not defined herein in Paragraphs 13(a) through 13(i), will have the meanings given to such terms in Paragraph 13(j).


(a)	Assignment of Rights .

(i)

Copyrights . Executive agrees that all works of authorship fixed in any tangible medium of expression by Executive during the term of this Agreement relating to the Company’s business (“ Works ”), either solely or jointly with others, shall be and remain exclusively the property of the Company. Each such Work created by Executive is a “work made for hire” under the copyright law and the Company may file applications to register copyright in such Works as author and copyright owner thereof. If, for any reason, a Work created by Executive is excluded from the definition of a “work made for hire” under the copyright law, then Executive does hereby assign, sell, and convey to the Company the entire rights, title, and interests in and to such Work, including the copyright therein, to the Company. Executive will execute any documents that the Company deems necessary in connection with the assignment of such Work and copyright therein. Executive will take whatever steps and do whatever acts the Company requests, including, but not limited to, placement of the Company’s proper copyright notice on Works created by Executive to secure or aid in securing copyright protection in such Works and will assist the Company or its nominees in filing applications to register claims of copyright in such Works. The Company shall have free and unlimited access at all times to all Works and all copies thereof and shall have the right to claim and take possession on demand of such Works and copies.

(ii)

Inventions . Executive agrees that all discoveries, concepts, and ideas, whether patentable or not, including, but not limited to, apparatus, processes, methods, compositions of matter, techniques, and formulae, as well as improvements thereof or know-how related thereto, relating to any present or prospective product, process, or service of the Company (“ Inventions ”) that Executive conceives or makes during the term of this Agreement relating to the Company’s business, shall become and remain the exclusive property of the Company, whether patentable or not, and Executive will, without royalty or any other consideration:


(A)	Inform the Company promptly and fully of such Inventions by written reports, setting forth in detail the procedures employed and the results achieved;


(B)	Assign to the Company all of Executive’s rights, title, and interests in and to such Inventions, any applications for United States and foreign letters patent, any United States and foreign letters patent, and any renewals thereof granted upon such Inventions;


(C)	Assist the Company or its nominees, at the expense of the Company, to obtain such United States and foreign letters patent for such Inventions as the Company may elect; and

(D)

Execute, acknowledge, and deliver to the Company at the Company’s expense such written documents and instruments, and do such other acts, such as giving testimony in support of Executive’s inventorship, as may be necessary in the opinion of the Company, to obtain and maintain United States and foreign letters patent upon such Inventions and to vest the entire rights and title thereto in the Company and to confirm the complete ownership by the Company of such Inventions, patent applications, and patents.

(b)

Return of Company Property . All records, files, drawings, documents, data in whatever form, business equipment (including computers, cell phones, etc.), and the like relating to, or provided by, the Company shall be and remain the sole property of the Company. Upon termination of employment, Executive shall immediately return to the Company all such items without retention of any copies and without additional request by the Company. De minimis items such as pay stubs, 401(k) plan summaries, employee bulletins, and the like are excluded from this requirement. Executive may retain Executive’s address books to the extent they only contain contact information.

(c)

Confidential Information . Executive acknowledges that the Companies possess certain trade secrets as well as other confidential and proprietary information which they have acquired or will acquire at great effort and expense. Such information may include, without limitation, confidential information, whether in tangible or intangible form, regarding the Companies’ products and services, marketing strategies, business plans, operations, costs, current or prospective customer information (including customer identities, contacts, requirements, creditworthiness, preferences, and like matters), product concepts, designs, prototypes or specifications, research and development efforts, technical data and know‑how, sales information, including pricing and other terms and conditions of sale, financial information, internal procedures, techniques, forecasts, methods, trade information, trade secrets, software programs, project requirements, inventions, trademarks, trade names, and similar information regarding the Companies’ business(es) (collectively referred to herein as “ Confidential Information ”). Executive further acknowledges that, as a result of Executive’s employment with the Company, Executive will have access to, will become acquainted with, and/or may help develop, such Confidential Information. Confidential Information shall not include information readily available in the public so long as such information

was not made available through fault of Executive or wrong doing by any other individual.

(d)

Restricted Use of Confidential Information . Executive agrees that all Confidential Information is and shall remain the sole and exclusive property of the Company and/or its affiliated entities. Except as may be expressly authorized by the Company in writing, or other than in the course of the Executive’s employment and for the benefit of the Company, Executive agrees not to disclose, or cause any other person or entity to disclose, any Confidential Information to any third party while employed by the Company and for as long thereafter as such information remains confidential (or as limited by applicable law). Further, Executive agrees to use such Confidential Information only in the course of Executive’s duties in furtherance of the Company’s business and agrees not to make use of any such Confidential Information for Executive’s own purposes or for the benefit of any other entity or person. The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process, or is requested by subpoena, court order or a governmental, regulatory or self-regulatory body with the apparent authority to disclose any Confidential Information (provided that in such case the Executive shall (A) provide the Company with prior notice of the contemplated disclosure, (B) cooperate with the Company at its expense in seeking a protective order or other appropriate protection of such information, and (C) disclose only that Confidential Information which Executive is legally required to disclose).


(e)	Non-Solicitation . During Executive’s employment and for a period of eighteen (18) months thereafter, Executive agrees not to directly or indirectly engage in the following prohibited conduct:


(i)	Solicit, offer products or services to, or accept orders for, any Competitive Products or otherwise transact any competitive business on behalf of any Competitor;


(ii)	Attempt on behalf of any Competitor to entice or otherwise cause any third party to withdraw, curtail or cease doing business with the Company (or any Affiliate thereof), specifically including customers, vendors, independent contractors and other third-party entities;


(iii)	Except in the course of the Executive’s employment and for the benefit of the Company, disclose to any person or entity the identities, contacts or preferences of any customers of the Company (or any Affiliate thereof), or the identity of any other persons or entities having business dealings with the Company (or any Affiliate thereof);


(iv)	Induce any individual who has been employed by or had provided services to the Company (or any Affiliate thereof) within the six (6) month period

immediately preceding the effective date of Executive’s separation to terminate such relationship with the Company (or any Affiliate thereof);


(v)	Assist, coordinate or otherwise offer employment to, accept employment inquiries from, or employ any individual who is or had been employed by the Company (or any Affiliate thereof) at any time within the six (6) month period immediately preceding such offer, or inquiry;


(vi)	Communicate or indicate in any way to any customer of the Company (or any Affiliate thereof), prior to formal separation from the Company, any interest, desire, plan, or decision to separate from the Company; other than by way of long term retirement plans; or


(vii)	Otherwise attempt on behalf of any Competitor to directly or indirectly interfere with the Company’s business, the business of any of the Companies or their relationship with their employees, consultants, independent contractors or customers.


(f)	Limited Non-Compete . For the above-stated reasons, and as a condition of employment to the fullest extent permitted by law, Executive agrees during the Relevant Non‑Compete Period not to directly or indirectly engage in the following competitive activities:

(i)

Executive shall not have any ownership interest in, work for, advise, consult, or have any business connection or business or employment relationship in any competitive capacity with any Competitor unless Executive provides written notice to the Company of such relationship prior to entering into such relationship and, further, provides sufficient written assurances to the Company’s satisfaction that such relationship will not jeopardize the Company’s legitimate interests or otherwise violate the terms of this Agreement;


(ii)	Executive shall not engage in any research, development, production, sale or distribution of any Competitive Products on behalf of a Competitor;


(iii)	Executive shall not market, sell, or otherwise offer or provide any Competitive Products within any Geographic Territory on behalf of a Competitor; or


(iv)	Executive shall not distribute, market, sell or otherwise offer or provide any Competitive Products to any customer of the Company on behalf of a Competitor.

(g)

any prospective employer or in connection with a written inquiry in connection with any future business relationship involving Executive, the Company agrees not to provide any information, and the senior officers shall not make any written or oral statement, that may defame, disparage or cast in a negative light so as to do harm to the personal or professional reputation of Executive. The Parties acknowledge, however, that nothing contained herein shall be construed to prevent or prohibit the Company or the Executive from providing truthful information in response to any court order, discovery request, subpoena or other lawful request, rebutting statements by others or making normal competitive-type statements.


(h)	Further Covenants .

(i)

The U.S. Defend Trade Secrets Act of 2016 (“ DTSA ”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Accordingly, the Parties have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

(ii)

Nothing in this Agreement prevents Executive from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations, and for purpose of clarity Executive is not prohibited from providing information voluntarily to the United States Securities and Exchange Commission pursuant to Section 21F of the Exchange Act.

(i)

if Executive is allowed to compete against the Company in an unrestricted manner and that such use would be unfair and extremely detrimental to the Company. Accordingly, based on these legitimate business reasons, Executive acknowledges each of the Companies’ need to protect their legitimate business interests by reasonably restricting Executive’s ability to compete with the Company on a limited basis or solicit its employees or customers, in each case, as provided herein.


(j)	Non-Compete Definitions . For purposes of this Agreement, the Parties agree that the following terms shall apply:


(i)	“ Affiliate ” includes any parent, subsidiary, joint venture, sister company, or other entity controlled, owned, managed or otherwise associated with the Company;


(ii)	“ Assigned Customer Base ” shall include all accounts or customers formally assigned to Executive within a given territory or geographical area or contacted by Executive at any time during the eighteen (18) month period preceding Executive’s date of separation;


(iii)	“ Competitive Products ” shall include any product or service that directly or indirectly competes with, is substantially similar to, or serves as a reasonable substitute for, any product or service in research, development or design, or manufactured, produced, sold or distributed by the Company;


(iv)	“ Competitor ” shall mean the list of companies on Exhibit B, which can be changed at any time prior to 90 days before termination of employment by or of Executive by written notice to Executive, so long as the list does not exceed fifteen (15) companies and each of which is a material competitor of the Company.


(v)	“ Directly or indirectly ” shall be construed such that the foregoing restrictions shall apply equally to Executive whether performed individually or as a partner, shareholder, officer, director, manager, Executive, salesperson, independent contractor, broker, agent, or consultant for any other individual, partnership, firm, corporation, company, or other entity engaged in such conduct.


(vi)	“ Geographic Territory ” shall include any territory in which the Company has provided any services or sold any products at any time during the twenty-four (24) month period preceding Executive’s date of separation;


(vii)	“ Relevant Non-Compete Period ” shall include the period of Executive’s employment with the Company as well as a period of eighteen (18) months after such employment is terminated, regardless of the reason for such termination provided.


(k)	Consent to Reasonableness . In light of the above-referenced concerns, including Executive’s knowledge of and access to the Companies’ Confidential Information,

Executive acknowledges that the terms of such restrictive covenants are reasonable and necessary to protect the Company’s legitimate business interests and will not unreasonably interfere with Executive’s ability to obtain alternate employment. As such, Executive hereby agrees that such restrictions are valid and enforceable, and affirmatively waives any argument or defense to the contrary. Executive acknowledges that this limited noncompetition provision is not an attempt to prevent Executive from obtaining other employment in violation of IC § 22-5-3-1 or any other similar statute. Executive further acknowledges that the Company may need to take action, including litigation, to enforce this limited non-competition provision, which efforts the Parties stipulate shall not be deemed an attempt to prevent Executive from obtaining other employment.

(l)

Survival of Restrictive Covenants . Executive acknowledges that the above restrictive covenants shall survive the termination of this Agreement and the termination of Executive’s employment for any reason. Executive further acknowledges that any alleged breach by the Company of any contractual, statutory or other obligation shall not excuse or terminate the obligations hereunder or otherwise preclude the Company from seeking injunctive or other relief. Rather, Executive acknowledges that such obligations are independent and separate covenants undertaken by Executive for the benefit of the Company.

(m)

Post-Termination Notification . For the duration of Executive’s Relevant Non-Compete Period or other restrictive covenant period, whichever is longer, Executive agrees to promptly notify the Company no later than five (5) business days of Executive’s acceptance of any employment or consulting engagement. Such notice shall include sufficient information to ensure Executive compliance with Executive’s non-compete obligations and must include at a minimum the following information: (i) the name of the employer or entity for which Executive is providing any consulting services; (ii) a description of Executive’s intended duties; and (iii) the anticipated start date. Such information is required to ensure Executive’s compliance with Executive’s non-compete obligations as well as all other applicable restrictive covenants. Such notice shall be provided in writing to the Office of SVP, Corporate Secretary and Chief Legal Officer at 130 East Randolph Street, Suite 1000, Chicago, Illinois 60601. Failure to timely provide such notice shall be deemed a material breach of this Agreement and entitle the Company to return of any Severance paid to Executive plus attorneys’ fees. Executive further consents to the Company’s notification to any new employer of Executive’s rights and obligations under this Agreement.

(n)

Scope of Restrictions . If the scope of any restriction contained in any preceding paragraphs of this Agreement is deemed too broad to permit enforcement of such restriction to its fullest extent, then such restriction shall be enforced to the maximum extent permitted by law, and Executive hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.

(o)

Specific Enforcement/Injunctive Relief . Executive agrees that it would be difficult to measure any damages to the Company from a breach of the above-referenced restrictive covenants, but acknowledges that the potential for such damages would be great, incalculable and irremediable, and that monetary damages alone would be an inadequate remedy. Accordingly, Executive agrees that the Company shall be entitled to immediate injunctive relief against such breach, or threatened breach, in any court having jurisdiction. In addition, if Executive violates any such restrictive covenant, Executive agrees that the period of such violation shall be added to the term of the restriction. In determining the period of any violation, the Parties stipulate that in any calendar month in which Executive engages in any activity in violation of such provisions, Executive shall be deemed to have violated such provision for the entire month, and that month shall be added to the duration of the non-competition provision. Executive acknowledges that the remedies described above shall not be the exclusive remedies, and the Company may seek any other remedy available to it either in law or in equity, including, by way of example only, statutory remedies for misappropriation of trade secrets, and including the recovery of compensatory or punitive damages. Executive further agrees that the Company shall be entitled to an award of all costs and attorneys’ fees incurred by it in any attempt to enforce the terms of this Agreement if the Company prevails.

(p)

Publicly Traded Stock . The Parties agree that nothing contained in this Agreement shall be construed to prohibit Executive from investing Executive’s personal assets in any stock or corporate security traded or quoted on a national securities exchange or national market system provided, however, such investments do not require any services on the part of Executive in the operation or the affairs of the business or otherwise violate the Company’s code of ethics.


14.	Contractual Limitations Period . For any dispute or claim arising under this Agreement, Executive must commence legal action within the shorter of one (1) year of accrual of the cause of action or such shorter period that may be specified by law.


15.	Non-Jury Trials . Notwithstanding any right to a jury trial for any claims, Executive waives any such right to a jury trial, and agrees that any claim of any type (including but not limited to employment discrimination litigation, wage litigation, defamation, or any other claim) lodged in any court will be tried, if at all, without a jury.

16.

Choice of Forum . Executive acknowledges that the Company is primarily based in Indiana, and Executive understands and acknowledges the Company’s desire and need to defend any litigation against it in Illinois. Accordingly, the Parties agree that any claim of any type brought by Executive against the Company or any of its employees or agents must be maintained only in a court sitting in Cook County, Illinois, or, if a federal court, the Northern District of Illinois. Executive further understands and acknowledges that in the event the Company initiates litigation against Executive, the Company may need to prosecute such litigation in such state where the Executive is subject to personal jurisdiction. Accordingly, for purposes of enforcement of this Agreement, Executive specifically consents to personal jurisdiction in the State of Illinois.

17.

Choice of Law . This Agreement shall be deemed to have been made within the County of Cook, State of Illinois and shall be interpreted and construed in accordance with the laws of the State of Illinois. Any and all matters of dispute of any nature whatsoever arising out of, or in any way connected with the interpretation of this Agreement, any disputes arising out of the Agreement or the employment relationship between the Parties hereto, shall be governed by, construed by and enforced in accordance with the laws of the State of Illinois without regard to any applicable state’s choice of law provisions.


18.	Titles . Titles are used for the purpose of convenience in this Agreement and shall be ignored in any construction of it.

19.

Severability . The Parties agree that each and every paragraph, sentence, clause, term and provision of this Agreement is severable and that, in the event any portion of this Agreement is adjudged to be invalid or unenforceable, the remaining portions thereof shall remain in effect and be enforced to the fullest extent permitted by law. Further, should any particular clause, covenant, or provision of this Agreement be held unreasonable or contrary to public policy for any reason, the Parties acknowledge and agree that such covenant, provision or clause shall automatically be deemed modified such that the contested covenant, provision or clause will have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

20.

Assignment-Notices . The rights and obligations of the Company under this Agreement shall inure to its benefit, as well as the benefit of its parent, subsidiary, successor and affiliated entities, and shall be binding upon the successors and assigns of the Company. This Agreement, being personal to Executive, cannot be assigned by Executive, but Executive’s personal representative shall be bound by all its terms and conditions. Any notice required hereunder shall be sufficient if in writing and mailed to the last known residence of Executive or to the Company at its principal office with a copy mailed to the Office of the General Counsel.

21.

Amendments and Modifications . Except as specifically provided herein, no modification, amendment, extension or waiver of this Agreement or any provision hereof shall be binding upon the Company or Executive unless in writing and signed by both Parties. The waiver by the Company or Executive of a breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach. Nothing in this Agreement shall be construed as a limitation upon the Company’s right to modify or amend any of its manuals or policies in its sole discretion and any such modification or amendment which pertains to matters addressed herein shall be deemed to be incorporated herein and made a part of this Agreement.

22.

Outside Representations . Executive represents and acknowledges that in signing this Agreement Executive does not rely, and has not relied, upon any representation or statement made by the Company or by any of the Company’s employees, officers, agents, stockholders, directors or attorneys with regard to the subject matter, basis or effect of this Agreement other than those specifically contained herein.


23.	Other Remedies . The Executive agrees to execute and be bound by the terms and conditions of the Company’s Limited Recapture Agreement, and any applicable laws, rules and regulations.


24.	Voluntary and Knowing Execution . Executive acknowledges that Executive has been offered a reasonable amount of time within which to consider and review this Agreement; that Executive has carefully read and fully understands all of the provisions of this Agreement; and that Executive has entered into this Agreement knowingly and voluntarily, with the assistance of counsel.


25.	Liability Insurance . The Company shall cover the Executive under directors and officers liability insurance both during and, while potential liability exists, after the term of this Agreement in the same amount and to the same extent as the Company covers its other officers and non-independent directors.


26.	Tax Matters .


(a)	Withholding . The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.


(b)	Code Section 409A Notification . Executive acknowledges that Executive has been advised of the American Jobs Creation Act of 2004, which includes Internal Revenue Code Section 409A, and the regulations and guidance promulgated thereunder (collectively “ Code Section 409A ”), and which also significantly changed the taxation of nonqualified deferred compensation plans and arrangements.

(i)

The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in accordance therewith. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A, the Company shall, after consulting with the Executive, reform such provision to try to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A.


(ii)	A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the

meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” and with regard to which an exemption from such section does not apply, such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “ Delay Period ”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Paragraph 26(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(iii)

With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (A) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (B) the amount of expenses eligible for reimbursement, or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any other taxable year, and (C) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred.

(iv)

For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation. In no event shall the timing of Executive’s execution of a Release, directly or indirectly, result in the Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.

(v)

Executive acknowledges that, notwithstanding anything contained herein to the contrary, both Parties shall be independently responsible for assessing their own risks and liabilities under Code Section 409A that may be associated with any payment made under the terms of this Agreement or any other arrangement which may be deemed to trigger Code Section 409A. Further, the Parties agree that each shall independently bear responsibility for any

and all taxes, penalties or other tax obligations as may be imposed upon them in their individual capacity as a matter of law.

27.

Entire Agreement . This Agreement constitutes the entire employment agreement between the Parties hereto concerning the subject matter hereof and shall supersede all prior and contemporaneous agreements between the Parties in connection with the subject matter of this Agreement. Nothing in this Agreement, however, shall affect any separately‑executed written agreement addressing any other issues. For the avoidance of doubt, if the Executive receives any severance compensation pursuant to a change in control agreement or any other severance plan or program, such agreement’s terms regarding severance compensation will control and will be in place of any severance payments as may be provided under Paragraph 10(d) of this Agreement.

Counterparts . This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and both of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the Parties have signed this Agreement effective as of the day and year first above written.



EXECUTIVE	HILL-ROM HOLDINGS, INC.
Signed: __________________________ Name: John P. Groetelaars Dated: ___________________________	By: _____________________________ Title: ____________________________ Dated: ___________________________

CAUTION: READ BEFORE SIGNING

Exhibit A

SAMPLE SEPARATION AND RELEASE AGREEMENT

THIS SEPARATION AND RELEASE AGREEMENT (“ Agreement ”) is entered into by and between ______________ (“ Executive ”) and Hill-Rom Holdings, Inc. (together with its subsidiaries and affiliates, the “ Company ”).

WHEREAS, Executive’s amended and restated employment agreement with the Company, dated _____________, 2018 ( [as amended from time to time] , the “ Employment Agreement ”), provides for certain post-termination payments and benefits to Executive pursuant to Paragraph 10(d) (the “ Severance Benefits ”), subject to Executive executing and not revoking a release of claims against the Company.

NOW, THEREFORE, in consideration of the mutual promises and obligations set forth in the Employment Agreement and this Agreement, and in consideration for the Severance Benefits, and for other good and valuable consideration, the sufficiency of which is hereby recognized by the Company and Executive (collectively referred to as the “ Parties ”) agree as follows:

Executive’s active employment by the Company shall terminate effective ____________, 20__ (the “ Effective Termination Date ”). Except as specifically provided by this Agreement, or in any other non-employment agreement that may exist between the Company and Executive, Executive agrees that the Company shall have no other obligations or liabilities to Executive following Executive’s Effective Termination Date and that Executive’s receipt of the Severance Benefits shall constitute a complete settlement, satisfaction and waiver of any and all claims Executive may have against the Company.

Executive further submits, and the Company hereby accepts, Executive’s resignation as an Executive, officer and director, as of Executive’s Effective Termination Date for any position Executive may hold. The Parties agree that this resignation shall apply to all such positions Executive may hold with the Company or any parent thereof. Executive agrees to execute any documents needed to effectuate such resignation. Executive further agrees to take whatever steps are necessary to facilitate and ensure the smooth transition of Executive’s duties and responsibilities to others.


3.	The Company agrees to provide Executive Severance Benefits on the termination of Executive’s employment, as provided for in Paragraph 10(d) of Executive’s Employment Agreement.

The Company further agrees to provide Executive with limited out-placement counseling with a company of its choice provided that Executive participates in such counseling immediately following termination of employment. Notwithstanding anything in this Paragraph 4 to the contrary, the out-placement counseling shall not be provided after the last day of the second calendar year following the calendar year in which termination of employment occurs.


5.	In exchange for the Severance Benefits, Executive on behalf of [himself/herself] , [his/her] heirs, representatives, agents and assigns, [and anyone acting or claiming on [his/her] or their joint or several behalf,] hereby RELEASES, INDEMNIFIES, HOLDS HARMLESS,

and FOREVER DISCHARGES (a) Hill-Rom Holdings, Inc., (b) its parent, subsidiary or affiliated entities, (c) in such capacity, all of their present or former directors, officers, employees, shareholders, trustees and agents, as well as, (d) all predecessors, successors and assigns thereof from any and all actions, charges, claims, demands, damages or liabilities of any kind or character whatsoever, known or unknown, which Executive now has or may have had through the effective date of this Agreement.

Without limiting the generality of the foregoing release, it shall include: (a) all claims or potential claims arising under any federal, state or local employment law or statute, including, but not limited to, Title VII of the Civil Rights Act(s) of 1964 and 1991, the Americans with Disabilities Act (ADA), the Age Discrimination in Employment Act (ADEA), the Older Workers Benefit Protection Act (OWBPA), the Family and Medical Leave Act (FMLA), the Worker Adjustment and Retraining Notification Act (WARN) or the Uniformed Services Employment and Reemployment Rights Act (USERRA), the Illinois Human Rights Act, as amended, applicable state civil rights law(s), or applicable state employment law(s); (b) any claims on account of, arising out of or in any way connected with Executive’s employment with the Company or leaving of that employment; (c) any claims alleged or which could have been alleged in any charge or complaint against the Company; (d) any claims relating to the conduct of any Executive, officer, director, agent or other representative of the Company; (e) any claims of discrimination, harassment or retaliation on any basis; (f) any claims arising from any legal restrictions on an employer’s right to separate its Executives; (g) any claims for personal injury, compensatory or punitive damages or other forms of relief; and (h) all other causes of action sounding in contract, tort or other common law basis, including (i) the breach of any alleged oral or written contract, (ii) negligent or intentional misrepresentations, (iii) wrongful discharge, (iv) just cause dismissal, (v) defamation, (vi) interference with contract or business relationship or (vii) negligent or intentional infliction of emotional distress.


7.	Executive further agrees and covenants not to sue the Company or any entity or individual subject to this Agreement with respect to any claims, demands, liabilities or obligations released by this Agreement provided, however, that nothing contained in this Agreement shall:


a.	prevent Executive from filing an administrative charge with the Equal Employment Opportunity Commission or any other federal state or local agency, or the United States Securities and Exchange Commission (“ SEC ”) Whistleblower unit or participating in investigations by those entities; or


b.	prevent employee from challenging, under the Older Worker’s Benefit Protection Act (29 U.S.C. § 626), the knowing and voluntary nature of Executive’s release of any age claims in this Agreement in court or before the Equal Employment Opportunity Commission.

any right to monetary damages or reinstatement if an administrative charge is brought against the Company whether by Executive, the EEOC, or any other person or entity, including but not limited to any federal, state, or local agency. Further, with Executive’s release of claims in this Agreement, Executive specifically assigns to the Company Executive’s right to any recovery arising from any such proceeding.

The U.S. Defend Trade Secrets Act of 2016 (“ DTSA ”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Accordingly, the Parties have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.


10.	Insofar as this Agreement pertains to the release of Executive’s claims, if any, under the ADEA or other civil rights laws, the Parties acknowledge that it is their mutual and specific intent that the above waiver fully complies with the requirements of the OWBPA and any similar law governing release of claims. Accordingly, Executive hereby acknowledges that:


a.	Executive has carefully read and fully understands all of the provisions of this Agreement and that Executive has entered into this Agreement knowingly and voluntarily;


b.	The Severance Benefits offered in exchange for Executive’s release of claims exceed in kind and scope that to which Executive would have otherwise been legally entitled absent the execution of this Agreement;


c.	Prior to signing this Agreement, Executive had been advised, and is being advised by this Agreement, to consult with an attorney of Executive’s choice concerning its terms and conditions; and


d.	Executive has been offered at least twenty-one (21) days within which to review and consider this Agreement.


11.	[ADD THIS LANGUAGE IF THE EMPLOYEE IS IN CALIFORNIA] Executive specifically acknowledges that, as a condition of this Agreement, Executive expressly releases all rights and claims that Executive knows about as well as those Executive may not know about. Executive expressly waives all rights under Section 1542 of the Civil Code of the State of California, which reads as follows:


a.	“A general release does not extend to claims which the creditor does not know or suspect to exist in Executive’s favor at the time of executing the release which if known, must have materially affected Executive’s settlement with the debtor.”

Notwithstanding the provision by Section 1542, and for the purpose of implementing a full and complete release and discharge of the Company as set forth above, Executive expressly acknowledges that this Agreement is intended to include and does in its effect, without limitation, include all claims which Executive does not know or suspect to exist in Executive’s favor at the time of signing this Agreement and that this Agreement expressly contemplates the extinguishment of all such claims.

12.

The Parties agree that this Agreement shall not become effective and enforceable until the date this Agreement is signed by both Parties or seven (7) calendar days after its execution by Executive, whichever is later. Executive may revoke this Agreement for any reason by providing written notice of such intent to the Company within seven (7) days after Executive has signed this Agreement, thereby forfeiting Executive’s right to receive any Severance Benefits provided hereunder and rendering this Agreement null and void in its entirety.


13.	Executive affirms that, as of the date of execution of this Agreement, Executive has filed no lawsuit, charge, claim or complaint with any governmental agency or in any court against the Company or the releasees described in Paragraph 5 herein.


14.	The provisions of Paragraphs 13 (Restrictive Covenants); 15 (Non-Jury Trials); 16 (Choice of Forum); 17 (Choice of Law); and 26 (Tax Matters) of the Employment Agreement are hereby expressly incorporated by reference.

15.

The Parties agree that nothing contained herein shall purport to waive or otherwise affect any of Executive’s rights or claims that may arise after Executive signs this Agreement. It is further understood by the Parties that nothing in this Agreement shall affect any rights Executive may have under any Company sponsored deferred compensation program, equity award agreement, and/or retirement plan provided by the Company as of the date of Executive’s termination, such items to be governed exclusively by the terms of the applicable agreements or plan documents.

16.

Similarly, notwithstanding any provision contained herein to the contrary, this Agreement shall not constitute a waiver or release or otherwise affect Executive’s rights with respect to any vested benefits, any rights Executive has to benefits which cannot be waived by law, any coverage provided under any Directors and Officers (“ D&O ”) policy, any rights Executive may have under any indemnification agreement Executive has with the Company prior to the date hereof, any rights Executive has as a shareholder, or any claim for breach of this Agreement, including, but not limited to the benefits promised by the terms of this Agreement.


17.	[Option A] Executive acknowledges that Executive’s termination and the Severance Benefits offered hereunder were based on an individual determination and were not offered in conjunction with any group termination or group severance program and waives any claim to the contrary.

[Option B] Executive represents and agrees that Executive has been provided relevant cohort information based on the information available to the Company as of the date this Agreement was tendered to Executive. This information is attached hereto as Schedule A. The Parties acknowledge that simply providing such information does not mean and should not be interpreted to mean that the Company was obligated to comply with 29 C.F.R. § 1625.22(f).

18.

Executive hereby affirms and acknowledges Executive’s continued obligations to comply with the post-termination covenants contained in Executive’s Employment Agreement, including but not limited to, the non-compete, trade secret and confidentiality provisions. Executive acknowledges that a copy of the Employment Agreement has been provided to Executive and, to the extent not inconsistent with the terms of this Agreement or applicable law, the terms thereof shall be incorporated herein by reference. Executive acknowledges that the restrictions contained therein are valid and reasonable in every respect and are necessary to protect the Company’s legitimate business interests. Executive hereby affirmatively waives any claim or defense to the contrary.

19.

Executive agrees to cooperate with the Company in connection with any pending or future litigation, proceeding or other matter which has been or may be brought against or by the Company before any agency, court, or other tribunal and concerning or relating in any way to any matter falling within Executive’s knowledge or former area of responsibility. Executive agrees to immediately notify the Company, through the Office of the General Counsel, in the event Executive is contacted by any outside attorney (including paralegals or other affiliated parties) with regard to matters related to Executive’s employment with the Company unless (i) the Company is represented by the attorney, (ii) Executive is represented by the attorney for the purpose of protecting Executive’s personal interests or (iii) the Company has been advised of and has approved such contact. Executive agrees to provide reasonable assistance and completely truthful testimony in such matters including, without limitation, facilitating and assisting in the preparation of any underlying defense, responding to discovery requests, preparing for and attending deposition(s) as well as appearing in court to provide truthful testimony. The Company agrees to reimburse Executive for all reasonable out of pocket expenses incurred at the request of the Company associated with such assistance and testimony.

20.

EXECUTIVE SPECIFICALLY AGREES AND UNDERSTANDS THAT THE EXISTENCE AND TERMS OF THIS AGREEMENT ARE STRICTLY CONFIDENTIAL AND THAT SUCH CONFIDENTIALITY IS A MATERIAL TERM OF THIS AGREEMENT . Accordingly, except as required by law or unless authorized to do so by the Company in writing, Executive agrees that Executive shall not communicate, display or otherwise reveal any of the contents of this Agreement to anyone other than Executive’s spouse, legal counsel or financial advisor provided, however, that they are first advised of the confidential nature of this Agreement and Executive obtains their agreement to be bound by the same. The Company agrees that Executive may respond to legitimate inquiries regarding the termination of Executive’s employment by stating that the Parties have terminated their relationship on an amicable basis and that the Parties have entered into a confidential release agreement that prohibits Executive from further discussing the specifics of Executive’s separation. Nothing contained herein shall be construed to prevent Executive from discussing or otherwise advising subsequent employers of the existence of

any obligations as set forth in Executive’s Employment Agreement. Further, nothing contained herein shall be construed to limit or otherwise restrict the Company’s ability to disclose the terms and conditions of this Agreement as may be required by business necessity.

21.

In the event that Executive breaches or threatens to breach any provision of this Agreement or the Employment Agreement, Executive agrees that the Company shall be entitled to seek any and all equitable and legal relief provided by law, specifically including immediate and permanent injunctive relief. Executive hereby waives any claim that the Company has an adequate remedy at law. In addition, and to the extent not prohibited by law, Executive agrees that the Company shall be entitled to discontinue providing any additional Severance Benefits upon such breach. Executive agrees that the foregoing relief shall not be construed to limit or otherwise restrict the Company’s ability to pursue any other remedy provided by law, including the recovery of any actual, compensatory or punitive damages. Moreover, if Executive pursues any claims against the Company subject to the foregoing release provisions of this Agreement, Executive agrees to immediately reimburse the Company for the value of all benefits received under this Agreement to the fullest extent permitted by law.


22.	Similarly, in the event that the Company breaches or threatens to breach any provision of this Agreement, Executive shall be entitled to seek any and all equitable or other available relief provided by law, specifically including immediate and permanent injunctive relief.


23.	Both Parties acknowledge that this Agreement is entered into solely for the purpose of terminating Executive’s employment relationship with the Company on an amicable basis and shall not be construed as an admission of liability or wrongdoing by the Company or Executive, both Parties having expressly denied any such liability or wrongdoing.


24.	Each of the promises and obligations shall be binding upon and shall inure to the benefit of the heirs, executors, administrators, assigns and successors in interest of each of the Parties.


25.	Executive hereby represents and warrants that Executive has not previously assigned or purported to assign or transfer to any person or entity any of the claims or causes of action herein released.


26.	The Parties agree that each and every paragraph, sentence, clause, term and provision of this Agreement is severable and that, if any portion of this Agreement should be deemed not enforceable for any reason, such portion shall be stricken and the remaining portion or portions thereof should continue to be enforced to the fullest extent permitted by applicable law.


27.	This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois without regard to any applicable state’s choice of law provisions.


28.	Executive represents and acknowledges that in signing this Agreement Executive does not rely, and has not relied, upon any representation or statement made by the Company or by any of the Company’s Executives, officers, agents, stockholders, directors or attorneys with regard to the subject matter, basis or effect of this Agreement other than those specifically contained herein.

29.

This Agreement represents the entire agreement between the Parties concerning the subject matter hereof, shall supersede any and all prior agreements which may otherwise exist between them concerning the subject matter hereof (specifically excluding, however, the post-termination obligations contained in an Executive’s Employment Agreement, any obligations contained in an existing and valid indemnity agreement of change in control or any obligation contained in any other legally-binding document), and shall not be altered, amended, modified or otherwise changed except by a writing executed by both Parties.


30.	This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and both of which taken together shall constitute one and the same agreement.

PLEASE READ CAREFULLY. THIS RELEASE

AGREEMENT INCLUDES A COMPLETE RELEASE OF ALL

KNOWN AND UNKNOWN CLAIMS.

IN WITNESS WHEREOF, the Parties have themselves signed, or caused a duly authorized agent thereof to sign, this Agreement on their behalf and thereby acknowledge their intent to be bound by its terms and conditions.



[EXECUTIVE]	COMPANY NAME
Signed: _________________________ Printed: _________________________ Dated: __________________________	By: ____________________________ Title: ___________________________ Dated: __________________________

Exhibit B

LIST OF COMPETITORS

Getinge Group, Arjo Huntleigh (Getinge Spin-Off), Heine Optotechnik, Linet, Midmark, Mindray, Mizhuo/OSI, Omron Healthcare, Paramount Bed Company, Ltd., Riester, Schiller, Skytron, Steris Corporation, Stryker Corporation, Vocera, including, for the avoidance of doubt and in each case, parents, subsidiaries and affiliates.

EXHIBIT 10.44

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

P R E A M B L E

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“ Agreement ”) is entered into as of November 16, 2018 between Hill-Rom Holdings, Inc., an Indiana corporation (the “ Company ”), and Deborah Rasin (“ Executive ”), and supersedes and replaces in its entirety that certain employment agreement entered into between the Company and Executive, dated November 6, 2015, as amended April 24, 2018 by that certain First Amendment thereto , the “ Prior Employment Agreement ”).

W I T N E S S E T H:


1.	Employment .

(a)

Continuing on the date hereof and ending as provided in Paragraph 9 herein, the Executive agrees to continue to serve as Senior Vice President, Chief Legal Officer and Secretary for the Company, reporting to the Chief Executive Officer of the Company (the “ CEO ”). Executive agrees to perform all duties and responsibilities traditionally assigned to, or falling within the normal responsibilities of, an individual employed as Senior Vice President, Chief Legal Officer and Secretary of the Company. Executive also agrees to perform any and all additional duties or responsibilities consistent with such position as may be assigned by the Board of Directors of the Company (the “ Board ”) or the CEO in its or his or her sole discretion.

(b)

At-Will Employment . Subject to the terms and conditions of the severance opportunity set forth below, Executive specifically acknowledges and accepts such employment on an “at-will” basis and agrees that both Executive and the Company retain the right to terminate this relationship at any time, with or without cause, for any reason not prohibited by applicable law upon notice as required by this Agreement.


4.	Compensation . For all services rendered by Executive on behalf of, or at the request of, the Company, in Executive’s capacity as Senior Vice President, Chief Legal Officer and

Secretary of the Company, Executive shall be compensated as follows during the Employment Term.

(a)

Base Salary . For the services performed by Executive under this Agreement, the Company shall pay Executive a base salary of Four Hundred Ninety-Two Thousand Dollars ($492,000) per year (“ Base Salary ”). The Base Salary shall be paid in the same increments as the Company’s normal payroll, but no less frequently than monthly, and prorated for any partial year of service during the Employment Term. Executive’s Base Salary shall be reviewed at least annually.

(b)

Bonus . The Executive shall participate in any short-term incentive compensation program as may be in effect from time to time, as determined solely at the discretion of the Board, or any other bonus program as the Company may establish from time to time in its sole discretion. For each fiscal year, the annual performance bonus target will be not less than 60% of Base Salary earned during such fiscal year (the “ Target Bonus ”). The Target Bonus will be based upon the performance measures and objectives established by the Board from time to time, but ultimately subject to the Compensation and Management Development Committee’s (“ Committee ”) discretion. The minimum annual performance bonus will be 0% of the Target Bonus and the maximum annual performance bonus will be 200% of the Target Bonus. Any bonus earned shall be paid no later than March 15th of the calendar year following the calendar year in which the applicable fiscal year ended, subject to the Executive remaining continuously employed with the Company through the date that such bonus is paid, except as otherwise expressly provided hereunder.


(c)	Equity Awards . The Executive shall be eligible to receive equity and other long-term incentive awards under the equity-based incentive compensation plans adopted by the Company during the Employment Term for which employees are generally eligible. The level of the Executive’s participation in any such plan, if any, shall be determined in the sole discretion of the Committee from time to time.

(d)


6.	Direct Deposit . Within thirty (30) days of the date hereof, Executive agrees to make all necessary arrangements to have all sums paid pursuant to this Agreement direct deposited into one or more bank accounts as designated by Executive.


9.	Termination . The Executive’s employment with the Company and the Employment Term shall end early upon the first to occur of any of the following events:


(a)	Death . In the event Executive dies during the Employment Term, this Agreement shall automatically terminate upon the date of death of the Executive.

(b)

to individuals with serious health conditions or the protection of individuals with disabilities as well as the Company’s obligation to provide reasonable accommodation thereunder.


(c)	Cause . Executive’s employment may be terminated by the Company at any time for Cause without notice or prior warning. For purposes of this Agreement, “ Cause ” shall mean the Company’s good faith determination that Executive has:


(i)	Acted with gross neglect or willful misconduct in the discharge of Executive’s duties and responsibilities, or refused to follow or comply with the lawful direction of the Board or the terms and conditions of this Agreement; provided, however, that such refusal is not based primarily on Executive’s good faith compliance with applicable legal or ethical standards.


(ii)	Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal, unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Board’s reasonable opinion, to cause the Company, its officers or its directors significant embarrassment or ridicule.


(iii)	Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s code of ethics.


(iv)	Violated any provisions of the restrictive covenants listed in Paragraph 13.


(v)	Engaged in any act that, in the reasonable opinion of the Board, would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Executive acts in good faith for compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for Cause.


(vi)	Breached the warranties of Executive set forth in Paragraph 7 herein.


(vii)	Engaged in such other conduct recognized at law as constituting cause.

Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Executive’s employment, effective immediately, by providing notice thereof to Executive. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Executive to cure any violations of sub-paragraphs (ii), (iv) or (vi) and, therefore, no opportunity for cure need be provided in those circumstances. Notwithstanding the foregoing, the Company may not terminate the Executive’s employment for Cause unless (A) a determination that cause exists is made and approved by a majority of the Board, (B) if the circumstance giving rise to the issue is one of the provisions enumerated above that are capable of being cured the Executive is given at least ten (10) days’ written notice of the Board meeting called to make such determination, and (C) the Executive is given the opportunity to address the Board at such meeting.

(d)


(e)	Good Reason . Executive may terminate Executive’s employment and declare this Agreement to have been terminated for “ Good Reason ” upon the occurrence, without Executive’s consent, of any of the following circumstances:


(i)	the assignment to Executives of duties that are materially inconsistent with Executive’s position as Senior Vice President, Chief Legal Officer and Secretary;


(ii)	the failure to elect or reelect Executive as Senior Vice President, Chief Legal Officer and Secretary of the Company (unless such failure is related in any way to the Company’s decision to terminate Executive for Cause);

(iii)

a reduction by the Company in the amount of Executive’s Base Salary or the discontinuation or reduction by the Company of Executive’s participation at previously existing levels of eligibility in any incentive compensation, additional compensation or equity programs, benefits, policies or perquisites; provided, however, that the Company may make such changes and/or reductions without implicating the provisions of this subparagraph (iii) so long as Executive is treated in a manner that is commensurate with the treatment of other senior executives of the Company;


(iv)	a failure by the Company to perform its obligations under this Employment Agreement; and


(v)	the relocation of the Company’s principal executive offices or Executive’s place of work to a location requiring a change of more than fifty (50) miles in Executive’s daily commute.


(f)	Voluntary Termination . Executive may voluntarily, and without Good Reason, terminate Executive’s employment for any reason.


(g)	Expiration of Employment Term; Non-Extension of Agreement . This Agreement may be terminated upon the expiration of the Employment Term due to a non-extension of the Agreement by the Company or the Executive.


10.	Consequences of Termination .


(a)	Death . In the event that Executive’s employment and the Employment Term ends on account of the Executive’s death, the Executive or the Executive’s estate, as the case may be, shall be entitled to the following (with the amounts due hereunder to be paid in accordance with the Company’s past practice and applicable law):


(i)	immediate vesting in the SERP, which shall be paid in accordance with the award agreements, benefits plans, past practice and applicable law (the “ SERP Benefit ”);


(ii)	any Base Salary, earned but unpaid through the date of termination; and

(iii)


(b)	Disability . In the event that the Executive’s employment and the Employment Term ends on account of the Executive’s Disability, the Company shall pay or provide to the Executive the Accrued Benefits and the SERP Benefit.


(c)	Termination for Cause; Voluntary Termination; Non-Extension of Employment Term . If the Executive’s employment is terminated (i) by the Company for Cause, (ii) by the Executive voluntarily and without Good Reason, or (iii) as a result of the non-extension of the Employment Term by either party as provided in Paragraph 9, the Company shall pay or provide to the Executive the Accrued Benefits.


(d)	Termination Without Cause or for Good Reason . In the event Executive’s employment is terminated by the Company Without Cause or by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, (subject to the provisions of Paragraph 26):


(i)	the Accrued Benefits;


(ii)	the SERP Benefit;

(iii)

one (1) times the sum of (A) Executive’s Base Salary for a period of twelve (12) months plus (B) the Executive’s Target Bonus for the year in which the Executive’s employment is terminated. Except as required by Code Section 409A (as defined below), this total amount shall be paid in accordance with the Company’s standard payroll practices (e.g. bi-weekly) over the twelve (12) month period following Executive’s termination, except no payment shall be made until after the Release (as defined below) becomes effective and the first payment thereafter shall include any missed payment. Notwithstanding the foregoing, if any execution and revocation period overlap two calendar years, the first payment will be paid in the second (2nd) calendar year and shall include any missed payment;

(iv)

(v)

11.

Release . Any payments made pursuant to Paragraph 10(d) are contingent upon Executive materially complying with the restrictive covenants contained herein and executing a separation and release agreement in a form not substantially different from the form attached as Exhibit A (the “ Release ”). Further, the Company’s obligation to provide payments pursuant to Paragraph 10(d) shall be deemed null and void should Executive fail or refuse to execute and deliver to the Company the Company’s then standard Release (without modification) within any time period as may be prescribed by law or, in absence thereof, twenty-one (21) days after the Executive’s Effective Termination Date (as defined in the Release).


12.	Reaffirmation . Upon termination of Executive’s employment for any reason, Executive agrees, if requested to reaffirm in writing Executive’s post-employment obligation as set forth in this Agreement, that Executive will make such reaffirmation.


13.	Restrictive Covenants . The capitalized terms used, but not defined herein in Paragraphs 13(a) through 13(i), will have the meanings given to such terms in Paragraph 13(j).


(a)	Assignment of Rights .

(i)


(ii)	Inventions . Executive agrees that all discoveries, concepts, and ideas, whether patentable or not, including, but not limited to, apparatus, processes, methods, compositions of matter, techniques, and formulae, as well as improvements thereof or know-how related thereto, relating to any present

or prospective product, process, or service of the Company (“ Inventions ”) that Executive conceives or makes during the term of this Agreement relating to the Company’s business, shall become and remain the exclusive property of the Company, whether patentable or not, and Executive will, without royalty or any other consideration:


(A)	Inform the Company promptly and fully of such Inventions by written reports, setting forth in detail the procedures employed and the results achieved;


(B)	Assign to the Company all of Executive’s rights, title, and interests in and to such Inventions, any applications for United States and foreign letters patent, any United States and foreign letters patent, and any renewals thereof granted upon such Inventions;


(C)	Assist the Company or its nominees, at the expense of the Company, to obtain such United States and foreign letters patent for such Inventions as the Company may elect; and

(D)

(b)

(c)

know‑how, sales information, including pricing and other terms and conditions of sale, financial information, internal procedures, techniques, forecasts, methods, trade information, trade secrets, software programs, project requirements, inventions, trademarks, trade names, and similar information regarding the Companies’ business(es) (collectively referred to herein as “ Confidential Information ”). Executive further acknowledges that, as a result of Executive’s employment with the Company, Executive will have access to, will become acquainted with, and/or may help develop, such Confidential Information. Confidential Information shall not include information readily available in the public so long as such information was not made available through fault of Executive or wrong doing by any other individual.

(d)


(e)	Non-Solicitation . During Executive’s employment and for a period of twelve (12) months thereafter, Executive agrees not to directly or indirectly engage in the following prohibited conduct:


(i)	Solicit, offer products or services to, or accept orders for, any Competitive Products or otherwise transact any competitive business on behalf of any Competitor;


(ii)	Attempt on behalf of any Competitor to entice or otherwise cause any third party to withdraw, curtail or cease doing business with the Company (or any Affiliate thereof), specifically including customers, vendors, independent contractors and other third-party entities;


(iii)	Except in the course of the Executive’s employment and for the benefit of the Company, disclose to any person or entity the identities, contacts or preferences of any customers of the Company (or any Affiliate thereof), or the identity of any other persons or entities having business dealings with the Company (or any Affiliate thereof);


(iv)	Induce any individual who has been employed by or had provided services to the Company (or any Affiliate thereof) within the six (6) month period immediately preceding the effective date of Executive’s separation to terminate such relationship with the Company (or any Affiliate thereof);


(v)	Assist, coordinate or otherwise offer employment to, accept employment inquiries from, or employ any individual who is or had been employed by the Company (or any Affiliate thereof) at any time within the six (6) month period immediately preceding such offer, or inquiry;


(vi)	Communicate or indicate in any way to any customer of the Company (or any Affiliate thereof), prior to formal separation from the Company, any interest, desire, plan, or decision to separate from the Company; other than by way of long term retirement plans; or


(vii)	Otherwise attempt on behalf of any Competitor to directly or indirectly interfere with the Company’s business, the business of any of the Companies or their relationship with their employees, consultants, independent contractors or customers.


(f)	Limited Non-Compete . For the above-stated reasons, and as a condition of employment to the fullest extent permitted by law, Executive agrees during the Relevant Non‑Compete Period not to directly or indirectly engage in the following competitive activities:

(i)


(ii)	Executive shall not engage in any research, development, production, sale or distribution of any Competitive Products on behalf of a Competitor;


(iii)	Executive shall not market, sell, or otherwise offer or provide any Competitive Products within any Geographic Territory on behalf of a Competitor; or


(iv)	Executive shall not distribute, market, sell or otherwise offer or provide any Competitive Products to any customer of the Company on behalf of a Competitor.

(g)

Non-Disparagement . Executive agrees not to make any written or oral statement that may defame, disparage or cast in a negative light so as to do harm to the personal or professional reputation of (i) the Company, (ii) its Executives, officers, directors or trustees or (iii) the services and/or products provided by the Company and its subsidiaries or affiliate entities. Similarly, in response to any written inquiry from any prospective employer or in connection with a written inquiry in connection with any future business relationship involving Executive, the Company agrees not to provide any information, and the senior officers shall not make any written or oral statement, that may defame, disparage or cast in a negative light so as to do harm to the personal or professional reputation of Executive. The Parties acknowledge, however, that nothing contained herein shall be construed to prevent or prohibit the Company or the Executive from providing truthful information in response to any court order, discovery request, subpoena or other lawful request, rebutting statements by others or making normal competitive-type statements.


(h)	Further Covenants .

(i)

(ii)

Securities and Exchange Commission pursuant to Section 21F of the Exchange Act.

(i)

Acknowledged Need for Limited Restrictive Covenants . Executive acknowledges that the Companies have spent and will continue to expend substantial amounts of time, money and effort to develop their business strategies, Confidential Information, customer identities and relationships, goodwill and Executive relationships, and that Executive will benefit from these efforts. Further, Executive acknowledges the inevitable use of, or near-certain influence by Executive’s knowledge of, the Confidential Information disclosed to Executive during the course of employment if Executive is allowed to compete against the Company in an unrestricted manner and that such use would be unfair and extremely detrimental to the Company. Accordingly, based on these legitimate business reasons, Executive acknowledges each of the Companies’ need to protect their legitimate business interests by reasonably restricting Executive’s ability to compete with the Company on a limited basis or solicit its employees or customers, in each case, as provided herein.


(j)	Non-Compete Definitions . For purposes of this Agreement, the Parties agree that the following terms shall apply:


(i)	“ Affiliate ” includes any parent, subsidiary, joint venture, sister company, or other entity controlled, owned, managed or otherwise associated with the Company;


(ii)	“ Assigned Customer Base ” shall include all accounts or customers formally assigned to Executive within a given territory or geographical area or contacted by Executive at any time during the eighteen (18) month period preceding Executive’s date of separation;


(iii)	“ Competitive Products ” shall include any product or service that directly or indirectly competes with, is substantially similar to, or serves as a reasonable substitute for, any product or service in research, development or design, or manufactured, produced, sold or distributed by the Company;


(iv)	“ Competitor ” shall mean the list of companies on Exhibit B, which can be changed at any time prior to 90 days before termination of employment by or of Executive by written notice to Executive, so long as the list does not exceed fifteen (15) companies and each of which is a material competitor of the Company.


(v)	“ Directly or indirectly ” shall be construed such that the foregoing restrictions shall apply equally to Executive whether performed individually or as a partner, shareholder, officer, director, manager, Executive, salesperson, independent contractor, broker, agent, or consultant for any other individual, partnership, firm, corporation, company, or other entity engaged in such conduct.


(vi)	“ Geographic Territory ” shall include any territory in which the Company has provided any services or sold any products at any time during the twenty-four (24) month period preceding Executive’s date of separation;


(vii)	“ Relevant Non-Compete Period ” shall include the period of Executive’s employment with the Company as well as a period of twelve (12) months after such employment is terminated, regardless of the reason for such termination provided.

(k)

Consent to Reasonableness . In light of the above-referenced concerns, including Executive’s knowledge of and access to the Companies’ Confidential Information, Executive acknowledges that the terms of such restrictive covenants are reasonable and necessary to protect the Company’s legitimate business interests and will not unreasonably interfere with Executive’s ability to obtain alternate employment. As such, Executive hereby agrees that such restrictions are valid and enforceable, and affirmatively waives any argument or defense to the contrary. Executive acknowledges that this limited noncompetition provision is not an attempt to prevent Executive from obtaining other employment in violation of IC § 22-5-3-1 or any other similar statute. Executive further acknowledges that the Company may need to take action, including litigation, to enforce this limited non-competition provision, which efforts the Parties stipulate shall not be deemed an attempt to prevent Executive from obtaining other employment.

(l)

(m)

notification to any new employer of Executive’s rights and obligations under this Agreement.

(n)

(o)

(p)

14.

relief requested. This provision is in addition to any other notice and exhaustion requirements that might apply. For any dispute or claim of any type against the Company (including but not limited to employment discrimination litigation, wage litigation, defamation, or any other claim), Executive must commence legal action within the shorter of one (1) year of accrual of the cause of action or such shorter period that may be specified by law.


15.	Non-Jury Trials . Notwithstanding any right to a jury trial for any claims, Executive waives any such right to a jury trial, and agrees that any claim of any type (including but not limited to employment discrimination litigation, wage litigation, defamation, or any other claim) lodged in any court will be tried, if at all, without a jury.

16.

17.


18.	Titles . Titles are used for the purpose of convenience in this Agreement and shall be ignored in any construction of it.

19.


20.	Assignment-Notices . The rights and obligations of the Company under this Agreement shall inure to its benefit, as well as the benefit of its parent, subsidiary, successor and affiliated entities, and shall be binding upon the successors and assigns of the Company. This

Agreement, being personal to Executive, cannot be assigned by Executive, but Executive’s personal representative shall be bound by all its terms and conditions. Any notice required hereunder shall be sufficient if in writing and mailed to the last known residence of Executive or to the Company at its principal office with a copy mailed to the Office of the General Counsel.

21.

22.


23.	Other Remedies . The Executive agrees to execute and be bound by the terms and conditions of the Company’s Limited Recapture Agreement, and any applicable laws, rules and regulations.


24.	Voluntary and Knowing Execution . Executive acknowledges that Executive has been offered a reasonable amount of time within which to consider and review this Agreement; that Executive has carefully read and fully understands all of the provisions of this Agreement; and that Executive has entered into this Agreement knowingly and voluntarily, with the assistance of counsel.


25.	Liability Insurance . The Company shall cover the Executive under directors and officers liability insurance both during and, while potential liability exists, after the term of this Agreement in the same amount and to the same extent as the Company covers its other officers and non-independent directors.


26.	Tax Matters .


(a)	Withholding . The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.


(b)	Code Section 409A Notification . Executive acknowledges that Executive has been advised of the American Jobs Creation Act of 2004, which includes Internal Revenue Code Section 409A, and the regulations and guidance promulgated thereunder

(collectively “ Code Section 409A ”), and which also significantly changed the taxation of nonqualified deferred compensation plans and arrangements.

(i)

(ii)

A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” and with regard to which an exemption from such section does not apply, such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “ Delay Period ”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Paragraph 26(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.


(iii)	With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (A) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (B) the amount of expenses

eligible for reimbursement, or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any other taxable year, and (C) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred.

(iv)

(v)

27.


28.	Counterparts . This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and both of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the Parties have signed this Agreement effective as of the day and year first above written.



EXECUTIVE	HILL-ROM HOLDINGS, INC.
Signed: __________________________ Name: Deborah Rasin Dated: ___________________________	By: _____________________________ Title: Chief Human Resources Officer Dated: ___________________________

CAUTION: READ BEFORE SIGNING

Exhibit A

SAMPLE SEPARATION AND RELEASE AGREEMENT


3.	The Company agrees to provide Executive Severance Benefits on the termination of Executive’s employment, as provided for in Paragraph 10(d) of Executive’s Employment Agreement.


5.	In exchange for the Severance Benefits, Executive on behalf of [himself/herself] , [his/her] heirs, representatives, agents and assigns, [and anyone acting or claiming on [his/her] or

their joint or several behalf,] hereby RELEASES, INDEMNIFIES, HOLDS HARMLESS, and FOREVER DISCHARGES (a) Hill-Rom Holdings, Inc., (b) its parent, subsidiary or affiliated entities, (c) in such capacity, all of their present or former directors, officers, employees, shareholders, trustees and agents, as well as, (d) all predecessors, successors and assigns thereof from any and all actions, charges, claims, demands, damages or liabilities of any kind or character whatsoever, known or unknown, which Executive now has or may have had through the effective date of this Agreement.


7.	Executive further agrees and covenants not to sue the Company or any entity or individual subject to this Agreement with respect to any claims, demands, liabilities or obligations released by this Agreement provided, however, that nothing contained in this Agreement shall:


a.	prevent Executive from filing an administrative charge with the Equal Employment Opportunity Commission or any other federal state or local agency, or the United States Securities and Exchange Commission (“ SEC ”) Whistleblower unit or participating in investigations by those entities; or


b.	prevent employee from challenging, under the Older Worker’s Benefit Protection Act (29 U.S.C. § 626), the knowing and voluntary nature of Executive’s release of any age claims in this Agreement in court or before the Equal Employment Opportunity Commission.


8.	Notwithstanding Executive’s right to file an administrative charge with the EEOC, the SEC’s Whistleblower unit, or any other federal, state, or local agency, Executive agrees that with Executive’s release of claims in this Agreement, Executive has waived any right Executive

may have to recover monetary or other personal relief in any proceeding based in whole or in part on claims released by Executive in this Agreement. For example, Executive waives any right to monetary damages or reinstatement if an administrative charge is brought against the Company whether by Executive, the EEOC, or any other person or entity, including but not limited to any federal, state, or local agency. Further, with Executive’s release of claims in this Agreement, Executive specifically assigns to the Company Executive’s right to any recovery arising from any such proceeding.

The U.S. Defend Trade Secrets Act of 2016 (“ DTSA ”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Accordingly, the Parties have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.


10.	Insofar as this Agreement pertains to the release of Executive’s claims, if any, under the ADEA or other civil rights laws, the Parties acknowledge that it is their mutual and specific intent that the above waiver fully complies with the requirements of the OWBPA and any similar law governing release of claims. Accordingly, Executive hereby acknowledges that:


a.	Executive has carefully read and fully understands all of the provisions of this Agreement and that Executive has entered into this Agreement knowingly and voluntarily;


b.	The Severance Benefits offered in exchange for Executive’s release of claims exceed in kind and scope that to which Executive would have otherwise been legally entitled absent the execution of this Agreement;


c.	Prior to signing this Agreement, Executive had been advised, and is being advised by this Agreement, to consult with an attorney of Executive’s choice concerning its terms and conditions; and


d.	Executive has been offered at least twenty-one (21) days within which to review and consider this Agreement.


11.	[ADD THIS LANGUAGE IF THE EMPLOYEE IS IN CALIFORNIA] Executive specifically acknowledges that, as a condition of this Agreement, Executive expressly releases all rights and claims that Executive knows about as well as those Executive may

not know about. Executive expressly waives all rights under Section 1542 of the Civil Code of the State of California, which reads as follows:


a.	“A general release does not extend to claims which the creditor does not know or suspect to exist in Executive’s favor at the time of executing the release which if known, must have materially affected Executive’s settlement with the debtor.”

12.


13.	Executive affirms that, as of the date of execution of this Agreement, Executive has filed no lawsuit, charge, claim or complaint with any governmental agency or in any court against the Company or the releasees described in Paragraph 5 herein.


14.	The provisions of Paragraphs 13 (Restrictive Covenants); 15 (Non-Jury Trials); 16 (Choice of Forum); 17 (Choice of Law); and 26 (Tax Matters) of the Employment Agreement are hereby expressly incorporated by reference.

15.

16.


17.	[Option A] Executive acknowledges that Executive’s termination and the Severance Benefits offered hereunder were based on an individual determination and were not offered in conjunction with any group termination or group severance program and waives any claim to the contrary.

18.

19.

Executive hereby consents and authorizes the Company to deduct as an offset from the Severance Benefits, so long as the deduction is not taken from nonqualified deferred compensation under the definition of Code Section 409A, the value of any Company property not returned or returned in a damaged condition as well as any monies paid by the Company on Executive’s behalf (e.g., payment of any outstanding credit card).

20.


21.	EXECUTIVE SPECIFICALLY AGREES AND UNDERSTANDS THAT THE EXISTENCE AND TERMS OF THIS AGREEMENT ARE STRICTLY CONFIDENTIAL AND THAT SUCH CONFIDENTIALITY IS A MATERIAL TERM OF THIS AGREEMENT . Accordingly, except as required by law or unless authorized to

do so by the Company in writing, Executive agrees that Executive shall not communicate, display or otherwise reveal any of the contents of this Agreement to anyone other than Executive’s spouse, legal counsel or financial advisor provided, however, that they are first advised of the confidential nature of this Agreement and Executive obtains their agreement to be bound by the same. The Company agrees that Executive may respond to legitimate inquiries regarding the termination of Executive’s employment by stating that the Parties have terminated their relationship on an amicable basis and that the Parties have entered into a confidential release agreement that prohibits Executive from further discussing the specifics of Executive’s separation. Nothing contained herein shall be construed to prevent Executive from discussing or otherwise advising subsequent employers of the existence of any obligations as set forth in Executive’s Employment Agreement. Further, nothing contained herein shall be construed to limit or otherwise restrict the Company’s ability to disclose the terms and conditions of this Agreement as may be required by business necessity.

22.


23.	Similarly, in the event that the Company breaches or threatens to breach any provision of this Agreement, Executive shall be entitled to seek any and all equitable or other available relief provided by law, specifically including immediate and permanent injunctive relief. In the event Executive is wholly unsuccessful, the Company shall be entitled to an award of its costs and attorneys’ fees.


24.	Both Parties acknowledge that this Agreement is entered into solely for the purpose of terminating Executive’s employment relationship with the Company on an amicable basis and shall not be construed as an admission of liability or wrongdoing by the Company or Executive, both Parties having expressly denied any such liability or wrongdoing.


25.	Each of the promises and obligations shall be binding upon and shall inure to the benefit of the heirs, executors, administrators, assigns and successors in interest of each of the Parties.


26.	Executive hereby represents and warrants that Executive has not previously assigned or purported to assign or transfer to any person or entity any of the claims or causes of action herein released.


27.	The Parties agree that each and every paragraph, sentence, clause, term and provision of this Agreement is severable and that, if any portion of this Agreement should be deemed not enforceable for any reason, such portion shall be stricken and the remaining portion or portions thereof should continue to be enforced to the fullest extent permitted by applicable law.


28.	This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois without regard to any applicable state’s choice of law provisions.


29.	Executive represents and acknowledges that in signing this Agreement Executive does not rely, and has not relied, upon any representation or statement made by the Company or by any of the Company’s Executives, officers, agents, stockholders, directors or attorneys with regard to the subject matter, basis or effect of this Agreement other than those specifically contained herein.

30.


31.	This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and both of which taken together shall constitute one and the same agreement.

PLEASE READ CAREFULLY. THIS RELEASE

AGREEMENT INCLUDES A COMPLETE RELEASE OF ALL

KNOWN AND UNKNOWN CLAIMS.



[EXECUTIVE]	COMPANY NAME
Signed: _________________________ Printed: _________________________ Dated: __________________________	By: ____________________________ Title: ___________________________ Dated: __________________________

Exhibit B

LIST OF COMPETITORS

EXHIBIT 10.45

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

P R E A M B L E

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“ Agreement ”) is entered into as of November 16, 2018 between Hill-Rom Holdings, Inc., an Indiana corporation (the “ Company ”), and Carlos Alonso Marum (“ Executive ”), and supersedes and replaces in its entirety that certain employment agreement entered into between the Company and Executive, dated March 19, 2015, as amended April 24, 2018 by that certain First Amendment thereto , the “ Prior Employment Agreement ”).

W I T N E S S E T H:


1.	Employment .

(a)

Continuing on the date hereof and ending as provided in Paragraph 9 herein, the Executive agrees to continue to serve as Senior Vice President, President International for the Company, reporting to the Chief Executive Officer of the Company (the “ CEO ”). Executive agrees to perform all duties and responsibilities traditionally assigned to, or falling within the normal responsibilities of, an individual employed as Senior Vice President, President, International of the Company. Executive also agrees to perform any and all additional duties or responsibilities consistent with such position as may be assigned by the Board of Directors of the Company (the “ Board ”) or the CEO in its or his or her sole discretion.

(b)


4.	Compensation . For all services rendered by Executive on behalf of, or at the request of, the Company, in Executive’s capacity as Senior Vice President, President International of the Company, Executive shall be compensated as follows during the Employment Term.

(a)

Base Salary . For the services performed by Executive under this Agreement, the Company shall pay Executive a base salary of Four Hundred Eighty-Eight Thousand Dollars ($488,000) per year (“ Base Salary ”). The Base Salary shall be paid in the same increments as the Company’s normal payroll, but no less frequently than monthly, and prorated for any partial year of service during the Employment Term. Executive’s Base Salary shall be reviewed at least annually.

(b)

Bonus . The Executive shall participate in any short-term incentive compensation program as may be in effect from time to time, as determined solely at the discretion of the Board, or any other bonus program as the Company may establish from time to time in its sole discretion. For each fiscal year, the annual performance bonus target will be not less than 70% of Base Salary earned during such fiscal year (the “ Target Bonus ”). The Target Bonus will be based upon the performance measures and objectives established by the Board from time to time, but ultimately subject to the Compensation and Management Development Committee’s (“ Committee ”) discretion. The minimum annual performance bonus will be 0% of the Target Bonus and the maximum annual performance bonus will be 200% of the Target Bonus. Any bonus earned shall be paid no later than March 15th of the calendar year following the calendar year in which the applicable fiscal year ended, subject to the Executive remaining continuously employed with the Company through the date that such bonus is paid, except as otherwise expressly provided hereunder.


(c)	Equity Awards . The Executive shall be eligible to receive equity and other long-term incentive awards under the equity-based incentive compensation plans adopted by the Company during the Employment Term for which employees are generally eligible. The level of the Executive’s participation in any such plan, if any, shall be determined in the sole discretion of the Committee from time to time.

(d)


5.	Changes to Compensation . Notwithstanding anything contained herein to the contrary, Executive acknowledges that the Company specifically reserves the right to make changes to Executive’s compensation in its sole discretion including, but not limited to, modifying or eliminating a compensation component. The Parties agree that such changes shall be

deemed effective immediately and an approved modification of this Agreement unless, within thirty (30) days after receiving notice of such change, Executive exercises Executive’s right to terminate this Agreement Without Cause or for Good Reason, as provided and defined below in Paragraph 9, as may be applicable.


6.	Direct Deposit . Within thirty (30) days of the date hereof, Executive agrees to make all necessary arrangements to have all sums paid pursuant to this Agreement direct deposited into one or more bank accounts as designated by Executive.


9.	Termination . The Executive’s employment with the Company and the Employment Term shall end early upon the first to occur of any of the following events:


(a)	Death . In the event Executive dies during the Employment Term, this Agreement shall automatically terminate upon the date of death of the Executive.

(b)


(c)	Cause . Executive’s employment may be terminated by the Company at any time for Cause without notice or prior warning. For purposes of this Agreement, “ Cause ” shall mean the Company’s good faith determination that Executive has:


(i)	Acted with gross neglect or willful misconduct in the discharge of Executive’s duties and responsibilities, or refused to follow or comply with the lawful direction of the Board or the terms and conditions of this Agreement; provided, however, that such refusal is not based primarily on Executive’s good faith compliance with applicable legal or ethical standards.


(ii)	Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal, unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Board’s reasonable opinion, to cause the Company, its officers or its directors significant embarrassment or ridicule.


(iii)	Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s code of ethics.


(iv)	Violated any provisions of the restrictive covenants listed in Paragraph 13.


(v)	Engaged in any act that, in the reasonable opinion of the Board, would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Executive acts in good faith for compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for Cause.


(vi)	Breached the warranties of Executive set forth in Paragraph 7 herein.


(vii)	Engaged in such other conduct recognized at law as constituting cause.

Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Executive’s employment, effective immediately, by providing notice thereof to Executive. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Executive to cure any violations of sub-paragraphs (ii), (iv) or (vi) and, therefore, no opportunity for cure need be provided in those circumstances. Notwithstanding the foregoing, the Company may not terminate the Executive’s employment for Cause unless (A) a determination that cause exists is made and approved by a majority of the Board, (B) if the circumstance giving rise to the issue is one of the provisions enumerated above that are capable of being cured the Executive is given at least ten (10) days’ written notice of the Board meeting called to make such determination, and (C) the Executive is given the opportunity to address the Board at such meeting.


(d)	Without Cause . The Parties agree that either party may terminate this employment relationship at any time, “ Without Cause ”, upon sixty (60) days’ advance written notice or, if terminated by the Company, pay in lieu of notice (hereinafter referred to as “ Notice Pay ”). However, in no event shall Executive be entitled to Notice Pay

if Executive is eligible for and accepts severance payments pursuant to the provisions of Paragraph 10(d) below. Notice pay shall be paid as if the Executive remained on payroll, subject to Paragraph 10(d) hereof.


(e)	Good Reason . Executive may terminate Executive’s employment and declare this Agreement to have been terminated for “ Good Reason ” upon the occurrence, without Executive’s consent, of any of the following circumstances:


(i)	the assignment to Executives of duties that are materially inconsistent with Executive’s position as Senior Vice President, President International;


(ii)	the failure to elect or reelect Executive as Senior Vice President, President International of the Company (unless such failure is related in any way to the Company’s decision to terminate Executive for Cause);

(iii)


(iv)	a failure by the Company to perform its obligations under this Employment Agreement; and


(v)	the relocation of the Company’s principal executive offices or Executive’s place of work to a location requiring a change of more than fifty (50) miles in Executive’s daily commute.


(f)	Voluntary Termination . Executive may voluntarily, and without Good Reason, terminate Executive’s employment for any reason.


(g)	Expiration of Employment Term; Non-Extension of Agreement . This Agreement may be terminated upon the expiration of the Employment Term due to a non-extension of the Agreement by the Company or the Executive.


10.	Consequences of Termination .


(a)	Death . In the event that Executive’s employment and the Employment Term ends on account of the Executive’s death, the Executive or the Executive’s estate, as the case may be, shall be entitled to the following (with the amounts due hereunder to be paid in accordance with the Company’s past practice and applicable law):


(i)	immediate vesting in the SERP, which shall be paid in accordance with the award agreements, benefits plans, past practice and applicable law (the “ SERP Benefit ”);


(ii)	any Base Salary, earned but unpaid through the date of termination; and

(iii)


(b)	Disability . In the event that the Executive’s employment and the Employment Term ends on account of the Executive’s Disability, the Company shall pay or provide to the Executive the Accrued Benefits and the SERP Benefit.


(c)	Termination for Cause; Voluntary Termination; Non-Extension of Employment Term . If the Executive’s employment is terminated (i) by the Company for Cause, (ii) by the Executive voluntarily and without Good Reason, or (iii) as a result of the non-extension of the Employment Term by either party as provided in Paragraph 9, the Company shall pay or provide to the Executive the Accrued Benefits.


(d)	Termination Without Cause or for Good Reason . In the event Executive’s employment is terminated by the Company Without Cause or by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, (subject to the provisions of Paragraph 26):


(i)	the Accrued Benefits;


(ii)	the SERP Benefit;

(iii)

(iv)

(v)

11.

Release . Any payments made pursuant to Paragraph 10(d) are contingent upon Executive materially complying with the restrictive covenants contained herein and executing a separation and release agreement in a form not substantially different from the form attached as Exhibit A (the “ Release ”). Further, the Company’s obligation to provide payments pursuant to Paragraph 10(d) shall be deemed null and void should Executive fail or refuse to execute and deliver to the Company the Company’s then standard Release (without modification) within any time period as may be prescribed by law or, in absence thereof, twenty-one (21) days after the Executive’s Effective Termination Date (as defined in the Release).


12.	Reaffirmation . Upon termination of Executive’s employment for any reason, Executive agrees, if requested to reaffirm in writing Executive’s post-employment obligation as set forth in this Agreement, that Executive will make such reaffirmation.


13.	Restrictive Covenants . The capitalized terms used, but not defined herein in Paragraphs 13(a) through 13(i), will have the meanings given to such terms in Paragraph 13(j).


(a)	Assignment of Rights .

(i)

(ii)


(A)	Inform the Company promptly and fully of such Inventions by written reports, setting forth in detail the procedures employed and the results achieved;


(B)	Assign to the Company all of Executive’s rights, title, and interests in and to such Inventions, any applications for United States and foreign letters patent, any United States and foreign letters patent, and any renewals thereof granted upon such Inventions;


(C)	Assist the Company or its nominees, at the expense of the Company, to obtain such United States and foreign letters patent for such Inventions as the Company may elect; and

(D)

(b)

(c)


(d)	Restricted Use of Confidential Information . Executive agrees that all Confidential Information is and shall remain the sole and exclusive property of the Company and/or its affiliated entities. Except as may be expressly authorized by the Company in

writing, or other than in the course of the Executive’s employment and for the benefit of the Company, Executive agrees not to disclose, or cause any other person or entity to disclose, any Confidential Information to any third party while employed by the Company and for as long thereafter as such information remains confidential (or as limited by applicable law). Further, Executive agrees to use such Confidential Information only in the course of Executive’s duties in furtherance of the Company’s business and agrees not to make use of any such Confidential Information for Executive’s own purposes or for the benefit of any other entity or person. The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process, or is requested by subpoena, court order or a governmental, regulatory or self-regulatory body with the apparent authority to disclose any Confidential Information (provided that in such case the Executive shall (A) provide the Company with prior notice of the contemplated disclosure, (B) cooperate with the Company at its expense in seeking a protective order or other appropriate protection of such information, and (C) disclose only that Confidential Information which Executive is legally required to disclose).


(e)	Non-Solicitation . During Executive’s employment and for a period of twelve (12) months thereafter, Executive agrees not to directly or indirectly engage in the following prohibited conduct:


(i)	Solicit, offer products or services to, or accept orders for, any Competitive Products or otherwise transact any competitive business on behalf of any Competitor;


(ii)	Attempt on behalf of any Competitor to entice or otherwise cause any third party to withdraw, curtail or cease doing business with the Company (or any Affiliate thereof), specifically including customers, vendors, independent contractors and other third-party entities;


(iii)	Except in the course of the Executive’s employment and for the benefit of the Company, disclose to any person or entity the identities, contacts or preferences of any customers of the Company (or any Affiliate thereof), or the identity of any other persons or entities having business dealings with the Company (or any Affiliate thereof);


(iv)	Induce any individual who has been employed by or had provided services to the Company (or any Affiliate thereof) within the six (6) month period immediately preceding the effective date of Executive’s separation to terminate such relationship with the Company (or any Affiliate thereof);


(v)	Assist, coordinate or otherwise offer employment to, accept employment inquiries from, or employ any individual who is or had been employed by the Company (or any Affiliate thereof) at any time within the six (6) month period immediately preceding such offer, or inquiry;


(vi)	Communicate or indicate in any way to any customer of the Company (or any Affiliate thereof), prior to formal separation from the Company, any interest, desire, plan, or decision to separate from the Company; other than by way of long term retirement plans; or


(vii)	Otherwise attempt on behalf of any Competitor to directly or indirectly interfere with the Company’s business, the business of any of the Companies or their relationship with their employees, consultants, independent contractors or customers.


(f)	Limited Non-Compete . For the above-stated reasons, and as a condition of employment to the fullest extent permitted by law, Executive agrees during the Relevant Non‑Compete Period not to directly or indirectly engage in the following competitive activities:

(i)


(ii)	Executive shall not engage in any research, development, production, sale or distribution of any Competitive Products on behalf of a Competitor;


(iii)	Executive shall not market, sell, or otherwise offer or provide any Competitive Products within any Geographic Territory on behalf of a Competitor; or


(iv)	Executive shall not distribute, market, sell or otherwise offer or provide any Competitive Products to any customer of the Company on behalf of a Competitor.

(g)

court order, discovery request, subpoena or other lawful request, rebutting statements by others or making normal competitive-type statements.


(h)	Further Covenants .

(i)

(ii)

(i)


(j)	Non-Compete Definitions . For purposes of this Agreement, the Parties agree that the following terms shall apply:


(i)	“ Affiliate ” includes any parent, subsidiary, joint venture, sister company, or other entity controlled, owned, managed or otherwise associated with the Company;


(ii)	“ Assigned Customer Base ” shall include all accounts or customers formally assigned to Executive within a given territory or geographical area or contacted by Executive at any time during the eighteen (18) month period preceding Executive’s date of separation;


(iii)	“ Competitive Products ” shall include any product or service that directly or indirectly competes with, is substantially similar to, or serves as a reasonable substitute for, any product or service in research, development or design, or manufactured, produced, sold or distributed by the Company;


(iv)	“ Competitor ” shall mean the list of companies on Exhibit B, which can be changed at any time prior to 90 days before termination of employment by or of Executive by written notice to Executive, so long as the list does not exceed fifteen (15) companies and each of which is a material competitor of the Company.


(v)	“ Directly or indirectly ” shall be construed such that the foregoing restrictions shall apply equally to Executive whether performed individually or as a partner, shareholder, officer, director, manager, Executive, salesperson, independent contractor, broker, agent, or consultant for any other individual, partnership, firm, corporation, company, or other entity engaged in such conduct.


(vi)	“ Geographic Territory ” shall include any territory in which the Company has provided any services or sold any products at any time during the twenty-four (24) month period preceding Executive’s date of separation;


(vii)	“ Relevant Non-Compete Period ” shall include the period of Executive’s employment with the Company as well as a period of twelve (12) months after such employment is terminated, regardless of the reason for such termination provided.

(k)

other similar statute. Executive further acknowledges that the Company may need to take action, including litigation, to enforce this limited non-competition provision, which efforts the Parties stipulate shall not be deemed an attempt to prevent Executive from obtaining other employment.

(l)

(m)

(n)

(o)

term of the restriction. In determining the period of any violation, the Parties stipulate that in any calendar month in which Executive engages in any activity in violation of such provisions, Executive shall be deemed to have violated such provision for the entire month, and that month shall be added to the duration of the non-competition provision. Executive acknowledges that the remedies described above shall not be the exclusive remedies, and the Company may seek any other remedy available to it either in law or in equity, including, by way of example only, statutory remedies for misappropriation of trade secrets, and including the recovery of compensatory or punitive damages. Executive further agrees that the Company shall be entitled to an award of all costs and attorneys’ fees incurred by it in any attempt to enforce the terms of this Agreement if the Company prevails.

(p)

14.

Notice of Claim and Contractual Limitations Period . Executive acknowledges the Company’s need for prompt notice, investigation, and resolution of any claims that may be filed against it due to the number of relationships it has with employees and others (and due to the turnover among such individuals with knowledge relevant to any underlying claim). Accordingly, Executive agrees prior to initiating any litigation of any type (including, but not limited to, employment discrimination litigation, wage litigation, defamation, or any other claim) to notify the Company, within one hundred and eighty (180) days after the claim accrued, by sending a certified letter addressed to the Company’s General Counsel setting forth: (a) claimant’s name, address, and phone; (b) the name of any attorney representing Executive; (c) the nature of the claim; (d) the date the claim arose; and (e) the relief requested. This provision is in addition to any other notice and exhaustion requirements that might apply. For any dispute or claim of any type against the Company (including but not limited to employment discrimination litigation, wage litigation, defamation, or any other claim), Executive must commence legal action within the shorter of one (1) year of accrual of the cause of action or such shorter period that may be specified by law.


15.	Non-Jury Trials . Notwithstanding any right to a jury trial for any claims, Executive waives any such right to a jury trial, and agrees that any claim of any type (including but not limited to employment discrimination litigation, wage litigation, defamation, or any other claim) lodged in any court will be tried, if at all, without a jury.

16.

litigation in such state where the Executive is subject to personal jurisdiction. Accordingly, for purposes of enforcement of this Agreement, Executive specifically consents to personal jurisdiction in the State of Illinois.

17.


18.	Titles . Titles are used for the purpose of convenience in this Agreement and shall be ignored in any construction of it.

19.

20.

21.


22.	Outside Representations . Executive represents and acknowledges that in signing this Agreement Executive does not rely, and has not relied, upon any representation or statement made by the Company or by any of the Company’s employees, officers, agents, stockholders,

directors or attorneys with regard to the subject matter, basis or effect of this Agreement other than those specifically contained herein.


23.	Other Remedies . The Executive agrees to execute and be bound by the terms and conditions of the Company’s Limited Recapture Agreement, and any applicable laws, rules and regulations.


24.	Voluntary and Knowing Execution . Executive acknowledges that Executive has been offered a reasonable amount of time within which to consider and review this Agreement; that Executive has carefully read and fully understands all of the provisions of this Agreement; and that Executive has entered into this Agreement knowingly and voluntarily, with the assistance of counsel.


25.	Liability Insurance . The Company shall cover the Executive under directors and officers liability insurance both during and, while potential liability exists, after the term of this Agreement in the same amount and to the same extent as the Company covers its other officers and non-independent directors.


26.	Tax Matters .


(a)	Withholding . The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.


(b)	Code Section 409A Notification . Executive acknowledges that Executive has been advised of the American Jobs Creation Act of 2004, which includes Internal Revenue Code Section 409A, and the regulations and guidance promulgated thereunder (collectively “ Code Section 409A ”), and which also significantly changed the taxation of nonqualified deferred compensation plans and arrangements.

(i)


(ii)	A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of

any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a “separation from service,” and with regard to which an exemption from such section does not apply, such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “ Delay Period ”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Paragraph 26(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(iii)

(iv)


(v)	Executive acknowledges that, notwithstanding anything contained herein to the contrary, both Parties shall be independently responsible for assessing their own risks and liabilities under Code Section 409A that may be associated with any payment made under the terms of this Agreement or any other

arrangement which may be deemed to trigger Code Section 409A. Further, the Parties agree that each shall independently bear responsibility for any and all taxes, penalties or other tax obligations as may be imposed upon them in their individual capacity as a matter of law.

27.

Counterparts . This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and both of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the Parties have signed this Agreement effective as of the day and year first above written.



EXECUTIVE	HILL-ROM HOLDINGS, INC.
Signed: __________________________ Name: Carlos Alonso Marum Dated: ___________________________	By: _____________________________ Title: Chief Human Resources Officer Dated: ___________________________

CAUTION: READ BEFORE SIGNING

Exhibit A

SAMPLE SEPARATION AND RELEASE AGREEMENT


3.	The Company agrees to provide Executive Severance Benefits on the termination of Executive’s employment, as provided for in Paragraph 10(d) of Executive’s Employment Agreement.


5.	In exchange for the Severance Benefits, Executive on behalf of [himself/herself] , [his/her] heirs, representatives, agents and assigns, [and anyone acting or claiming on [his/her] or their joint or several behalf,] hereby RELEASES, INDEMNIFIES, HOLDS HARMLESS,


7.	Executive further agrees and covenants not to sue the Company or any entity or individual subject to this Agreement with respect to any claims, demands, liabilities or obligations released by this Agreement provided, however, that nothing contained in this Agreement shall:


a.	prevent Executive from filing an administrative charge with the Equal Employment Opportunity Commission or any other federal state or local agency, or the United States Securities and Exchange Commission (“ SEC ”) Whistleblower unit or participating in investigations by those entities; or


b.	prevent employee from challenging, under the Older Worker’s Benefit Protection Act (29 U.S.C. § 626), the knowing and voluntary nature of Executive’s release of any age claims in this Agreement in court or before the Equal Employment Opportunity Commission.

The U.S. Defend Trade Secrets Act of 2016 (“ DTSA ”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Accordingly, the Parties have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.


10.	Insofar as this Agreement pertains to the release of Executive’s claims, if any, under the ADEA or other civil rights laws, the Parties acknowledge that it is their mutual and specific intent that the above waiver fully complies with the requirements of the OWBPA and any similar law governing release of claims. Accordingly, Executive hereby acknowledges that:


a.	Executive has carefully read and fully understands all of the provisions of this Agreement and that Executive has entered into this Agreement knowingly and voluntarily;


b.	The Severance Benefits offered in exchange for Executive’s release of claims exceed in kind and scope that to which Executive would have otherwise been legally entitled absent the execution of this Agreement;


c.	Prior to signing this Agreement, Executive had been advised, and is being advised by this Agreement, to consult with an attorney of Executive’s choice concerning its terms and conditions; and


d.	Executive has been offered at least twenty-one (21) days within which to review and consider this Agreement.


11.	[ADD THIS LANGUAGE IF THE EMPLOYEE IS IN CALIFORNIA] Executive specifically acknowledges that, as a condition of this Agreement, Executive expressly releases all rights and claims that Executive knows about as well as those Executive may not know about. Executive expressly waives all rights under Section 1542 of the Civil Code of the State of California, which reads as follows:


a.	“A general release does not extend to claims which the creditor does not know or suspect to exist in Executive’s favor at the time of executing the release which if known, must have materially affected Executive’s settlement with the debtor.”

12.


13.	Executive affirms that, as of the date of execution of this Agreement, Executive has filed no lawsuit, charge, claim or complaint with any governmental agency or in any court against the Company or the releasees described in Paragraph 5 herein.


14.	The provisions of Paragraphs 13 (Restrictive Covenants); 15 (Non-Jury Trials); 16 (Choice of Forum); 17 (Choice of Law); and 26 (Tax Matters) of the Employment Agreement are hereby expressly incorporated by reference.

15.

16.


17.	[Option A] Executive acknowledges that Executive’s termination and the Severance Benefits offered hereunder were based on an individual determination and were not offered in conjunction with any group termination or group severance program and waives any claim to the contrary.

18.

19.

20.

21.

to be bound by the same. The Company agrees that Executive may respond to legitimate inquiries regarding the termination of Executive’s employment by stating that the Parties have terminated their relationship on an amicable basis and that the Parties have entered into a confidential release agreement that prohibits Executive from further discussing the specifics of Executive’s separation. Nothing contained herein shall be construed to prevent Executive from discussing or otherwise advising subsequent employers of the existence of any obligations as set forth in Executive’s Employment Agreement. Further, nothing contained herein shall be construed to limit or otherwise restrict the Company’s ability to disclose the terms and conditions of this Agreement as may be required by business necessity.

22.


23.	Similarly, in the event that the Company breaches or threatens to breach any provision of this Agreement, Executive shall be entitled to seek any and all equitable or other available relief provided by law, specifically including immediate and permanent injunctive relief. In the event Executive is wholly unsuccessful, the Company shall be entitled to an award of its costs and attorneys’ fees.


24.	Both Parties acknowledge that this Agreement is entered into solely for the purpose of terminating Executive’s employment relationship with the Company on an amicable basis and shall not be construed as an admission of liability or wrongdoing by the Company or Executive, both Parties having expressly denied any such liability or wrongdoing.


25.	Each of the promises and obligations shall be binding upon and shall inure to the benefit of the heirs, executors, administrators, assigns and successors in interest of each of the Parties.


26.	Executive hereby represents and warrants that Executive has not previously assigned or purported to assign or transfer to any person or entity any of the claims or causes of action herein released.


27.	The Parties agree that each and every paragraph, sentence, clause, term and provision of this Agreement is severable and that, if any portion of this Agreement should be deemed not enforceable for any reason, such portion shall be stricken and the remaining portion or portions thereof should continue to be enforced to the fullest extent permitted by applicable law.


28.	This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois without regard to any applicable state’s choice of law provisions.


29.	Executive represents and acknowledges that in signing this Agreement Executive does not rely, and has not relied, upon any representation or statement made by the Company or by any of the Company’s Executives, officers, agents, stockholders, directors or attorneys with regard to the subject matter, basis or effect of this Agreement other than those specifically contained herein.

30.


31.	This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and both of which taken together shall constitute one and the same agreement.

PLEASE READ CAREFULLY. THIS RELEASE

AGREEMENT INCLUDES A COMPLETE RELEASE OF ALL

KNOWN AND UNKNOWN CLAIMS.



[EXECUTIVE]	COMPANY NAME
Signed: _________________________ Printed: _________________________ Dated: __________________________	By: ____________________________ Title: ___________________________ Dated: __________________________

Exhibit B

LIST OF COMPETITORS

EXHIBIT 10.46

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

P R E A M B L E

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“ Agreement ”) is entered into as of November 16, 2018 between Hill-Rom Holdings, Inc., an Indiana corporation (the “ Company ”), and Steven Strobel (“ Executive ”), and supersedes and replaces in its entirety that certain employment agreement entered into between the Company and Executive, dated October 23, 2014, as amended April 24, 2018 by that certain First Amendment thereto , the “ Prior Employment Agreement ”).

W I T N E S S E T H:


1.	Employment .

(a)

Continuing on the date hereof and ending as provided in Paragraph 9 herein, the Executive agrees to continue to serve as Senior Vice President, Chief Financial Officer for the Company, reporting to the Chief Executive Officer of the Company (the “ CEO ”). Executive agrees to perform all duties and responsibilities traditionally assigned to, or falling within the normal responsibilities of, an individual employed as Senior Vice President, Chief Financial Officer of the Company. Executive also agrees to perform any and all additional duties or responsibilities consistent with such position as may be assigned by the Board of Directors of the Company (the “ Board ”) or the CEO in its or his or her sole discretion.

(b)


4.	Compensation . For all services rendered by Executive on behalf of, or at the request of, the Company, in Executive’s capacity as Senior Vice President, Chief Financial Officer of the Company, Executive shall be compensated as follows during the Employment Term.

(a)

Base Salary . For the services performed by Executive under this Agreement, the Company shall pay Executive a base salary of Five Hundred Thirty-Five Thousand Dollars ($535,000) per year (“ Base Salary ”). The Base Salary shall be paid in the same increments as the Company’s normal payroll, but no less frequently than monthly, and prorated for any partial year of service during the Employment Term. Executive’s Base Salary shall be reviewed at least annually.

(b)

Bonus . The Executive shall participate in any short-term incentive compensation program as may be in effect from time to time, as determined solely at the discretion of the Board, or any other bonus program as the Company may establish from time to time in its sole discretion. For each fiscal year, the annual performance bonus target will be not less than 75% of Base Salary earned during such fiscal year (the “ Target Bonus ”). The Target Bonus will be based upon the performance measures and objectives established by the Board from time to time, but ultimately subject to the Compensation and Management Development Committee’s (“ Committee ”) discretion. The minimum annual performance bonus will be 0% of the Target Bonus and the maximum annual performance bonus will be 200% of the Target Bonus. Any bonus earned shall be paid no later than March 15th of the calendar year following the calendar year in which the applicable fiscal year ended, subject to the Executive remaining continuously employed with the Company through the date that such bonus is paid, except as otherwise expressly provided hereunder.


(c)	Equity Awards . The Executive shall be eligible to receive equity and other long-term incentive awards under the equity-based incentive compensation plans adopted by the Company during the Employment Term for which employees are generally eligible. The level of the Executive’s participation in any such plan, if any, shall be determined in the sole discretion of the Committee from time to time.

(d)


5.	Changes to Compensation . Notwithstanding anything contained herein to the contrary, Executive acknowledges that the Company specifically reserves the right to make changes to Executive’s compensation in its sole discretion including, but not limited to, modifying or eliminating a compensation component. The Parties agree that such changes shall be


6.	Direct Deposit . Within thirty (30) days of the date hereof, Executive agrees to make all necessary arrangements to have all sums paid pursuant to this Agreement direct deposited into one or more bank accounts as designated by Executive.


9.	Termination . The Executive’s employment with the Company and the Employment Term shall end early upon the first to occur of any of the following events:


(a)	Death . In the event Executive dies during the Employment Term, this Agreement shall automatically terminate upon the date of death of the Executive.

(b)


(c)	Cause . Executive’s employment may be terminated by the Company at any time for Cause without notice or prior warning. For purposes of this Agreement, “ Cause ” shall mean the Company’s good faith determination that Executive has:


(i)	Acted with gross neglect or willful misconduct in the discharge of Executive’s duties and responsibilities, or refused to follow or comply with the lawful direction of the Board or the terms and conditions of this Agreement; provided, however, that such refusal is not based primarily on Executive’s good faith compliance with applicable legal or ethical standards.


(ii)	Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal, unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Board’s reasonable opinion, to cause the Company, its officers or its directors significant embarrassment or ridicule.


(iii)	Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s code of ethics.


(iv)	Violated any provisions of the restrictive covenants listed in Paragraph 13.


(v)	Engaged in any act that, in the reasonable opinion of the Board, would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Executive acts in good faith for compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for Cause.


(vi)	Breached the warranties of Executive set forth in Paragraph 7 herein.


(vii)	Engaged in such other conduct recognized at law as constituting cause.

Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Executive’s employment, effective immediately, by providing notice thereof to Executive. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Executive to cure any violations of sub-paragraphs (ii), (iv) or (vi) and, therefore, no opportunity for cure need be provided in those circumstances. Notwithstanding the foregoing, the Company may not terminate the Executive’s employment for Cause unless (A) a determination that cause exists is made and approved by a majority of the Board, (B) if the circumstance giving rise to the issue is one of the provisions enumerated above that are capable of being cured the Executive is given at least ten (10) days’ written notice of the Board meeting called to make such determination, and (C) the Executive is given the opportunity to address the Board at such meeting.


(d)	Without Cause . The Parties agree that either party may terminate this employment relationship at any time, “ Without Cause ”, upon sixty (60) days’ advance written notice or, if terminated by the Company, pay in lieu of notice (hereinafter referred to as “ Notice Pay ”). However, in no event shall Executive be entitled to Notice Pay


(e)	Good Reason . Executive may terminate Executive’s employment and declare this Agreement to have been terminated for “ Good Reason ” upon the occurrence, without Executive’s consent, of any of the following circumstances:


(i)	the assignment to Executives of duties that are materially inconsistent with Executive’s position as Senior Vice President, Chief Financial Officer;


(ii)	the failure to elect or reelect Executive as Senior Vice President, Chief Financial Officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Executive for Cause);

(iii)


(iv)	a failure by the Company to perform its obligations under this Employment Agreement; and


(v)	the relocation of the Company’s principal executive offices or Executive’s place of work to a location requiring a change of more than fifty (50) miles in Executive’s daily commute.


(f)	Voluntary Termination . Executive may voluntarily, and without Good Reason, terminate Executive’s employment for any reason.


(g)	Expiration of Employment Term; Non-Extension of Agreement . This Agreement may be terminated upon the expiration of the Employment Term due to a non-extension of the Agreement by the Company or the Executive.


10.	Consequences of Termination .


(a)	Death . In the event that Executive’s employment and the Employment Term ends on account of the Executive’s death, the Executive or the Executive’s estate, as the case may be, shall be entitled to the following (with the amounts due hereunder to be paid in accordance with the Company’s past practice and applicable law):


(i)	immediate vesting in the SERP, which shall be paid in accordance with the award agreements, benefits plans, past practice and applicable law (the “ SERP Benefit ”);


(ii)	any Base Salary, earned but unpaid through the date of termination; and

(iii)


(b)	Disability . In the event that the Executive’s employment and the Employment Term ends on account of the Executive’s Disability, the Company shall pay or provide to the Executive the Accrued Benefits and the SERP Benefit.


(c)	Termination for Cause; Voluntary Termination; Non-Extension of Employment Term . If the Executive’s employment is terminated (i) by the Company for Cause, (ii) by the Executive voluntarily and without Good Reason, or (iii) as a result of the non-extension of the Employment Term by either party as provided in Paragraph 9, the Company shall pay or provide to the Executive the Accrued Benefits.


(d)	Termination Without Cause or for Good Reason . In the event Executive’s employment is terminated by the Company Without Cause or by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, (subject to the provisions of Paragraph 26):


(i)	the Accrued Benefits;


(ii)	the SERP Benefit;

(iii)

(iv)

(v)

11.

Release . Any payments made pursuant to Paragraph 10(d) are contingent upon Executive materially complying with the restrictive covenants contained herein and executing a separation and release agreement in a form not substantially different from the form attached as Exhibit A (the “ Release ”). Further, the Company’s obligation to provide payments pursuant to Paragraph 10(d) shall be deemed null and void should Executive fail or refuse to execute and deliver to the Company the Company’s then standard Release (without modification) within any time period as may be prescribed by law or, in absence thereof, twenty-one (21) days after the Executive’s Effective Termination Date (as defined in the Release).


12.	Reaffirmation . Upon termination of Executive’s employment for any reason, Executive agrees, if requested to reaffirm in writing Executive’s post-employment obligation as set forth in this Agreement, that Executive will make such reaffirmation.


13.	Restrictive Covenants . The capitalized terms used, but not defined herein in Paragraphs 13(a) through 13(i), will have the meanings given to such terms in Paragraph 13(j).


(a)	Assignment of Rights .

(i)

(ii)


(A)	Inform the Company promptly and fully of such Inventions by written reports, setting forth in detail the procedures employed and the results achieved;


(B)	Assign to the Company all of Executive’s rights, title, and interests in and to such Inventions, any applications for United States and foreign letters patent, any United States and foreign letters patent, and any renewals thereof granted upon such Inventions;


(C)	Assist the Company or its nominees, at the expense of the Company, to obtain such United States and foreign letters patent for such Inventions as the Company may elect; and

(D)

(b)

(c)


(d)	Restricted Use of Confidential Information . Executive agrees that all Confidential Information is and shall remain the sole and exclusive property of the Company and/or its affiliated entities. Except as may be expressly authorized by the Company in


(e)	Non-Solicitation . During Executive’s employment and for a period of twelve (12) months thereafter, Executive agrees not to directly or indirectly engage in the following prohibited conduct:


(i)	Solicit, offer products or services to, or accept orders for, any Competitive Products or otherwise transact any competitive business on behalf of any Competitor;


(ii)	Attempt on behalf of any Competitor to entice or otherwise cause any third party to withdraw, curtail or cease doing business with the Company (or any Affiliate thereof), specifically including customers, vendors, independent contractors and other third-party entities;


(iii)	Except in the course of the Executive’s employment and for the benefit of the Company, disclose to any person or entity the identities, contacts or preferences of any customers of the Company (or any Affiliate thereof), or the identity of any other persons or entities having business dealings with the Company (or any Affiliate thereof);


(iv)	Induce any individual who has been employed by or had provided services to the Company (or any Affiliate thereof) within the six (6) month period immediately preceding the effective date of Executive’s separation to terminate such relationship with the Company (or any Affiliate thereof);


(v)	Assist, coordinate or otherwise offer employment to, accept employment inquiries from, or employ any individual who is or had been employed by the Company (or any Affiliate thereof) at any time within the six (6) month period immediately preceding such offer, or inquiry;


(vi)	Communicate or indicate in any way to any customer of the Company (or any Affiliate thereof), prior to formal separation from the Company, any interest, desire, plan, or decision to separate from the Company; other than by way of long term retirement plans; or


(vii)	Otherwise attempt on behalf of any Competitor to directly or indirectly interfere with the Company’s business, the business of any of the Companies or their relationship with their employees, consultants, independent contractors or customers.


(f)	Limited Non-Compete . For the above-stated reasons, and as a condition of employment to the fullest extent permitted by law, Executive agrees during the Relevant Non‑Compete Period not to directly or indirectly engage in the following competitive activities:

(i)


(ii)	Executive shall not engage in any research, development, production, sale or distribution of any Competitive Products on behalf of a Competitor;


(iii)	Executive shall not market, sell, or otherwise offer or provide any Competitive Products within any Geographic Territory on behalf of a Competitor; or


(iv)	Executive shall not distribute, market, sell or otherwise offer or provide any Competitive Products to any customer of the Company on behalf of a Competitor.

(g)

court order, discovery request, subpoena or other lawful request, rebutting statements by others or making normal competitive-type statements.


(h)	Further Covenants .

(i)

(ii)

(i)


(j)	Non-Compete Definitions . For purposes of this Agreement, the Parties agree that the following terms shall apply:


(i)	“ Affiliate ” includes any parent, subsidiary, joint venture, sister company, or other entity controlled, owned, managed or otherwise associated with the Company;


(ii)	“ Assigned Customer Base ” shall include all accounts or customers formally assigned to Executive within a given territory or geographical area or contacted by Executive at any time during the eighteen (18) month period preceding Executive’s date of separation;


(iii)	“ Competitive Products ” shall include any product or service that directly or indirectly competes with, is substantially similar to, or serves as a reasonable substitute for, any product or service in research, development or design, or manufactured, produced, sold or distributed by the Company;


(iv)	“ Competitor ” shall mean the list of companies on Exhibit B, which can be changed at any time prior to 90 days before termination of employment by or of Executive by written notice to Executive, so long as the list does not exceed fifteen (15) companies and each of which is a material competitor of the Company.


(v)	“ Directly or indirectly ” shall be construed such that the foregoing restrictions shall apply equally to Executive whether performed individually or as a partner, shareholder, officer, director, manager, Executive, salesperson, independent contractor, broker, agent, or consultant for any other individual, partnership, firm, corporation, company, or other entity engaged in such conduct.


(vi)	“ Geographic Territory ” shall include any territory in which the Company has provided any services or sold any products at any time during the twenty-four (24) month period preceding Executive’s date of separation;


(vii)	“ Relevant Non-Compete Period ” shall include the period of Executive’s employment with the Company as well as a period of twelve (12) months after such employment is terminated, regardless of the reason for such termination provided.

(k)

(l)

(m)

(n)

(o)

(p)

14.


15.	Non-Jury Trials . Notwithstanding any right to a jury trial for any claims, Executive waives any such right to a jury trial, and agrees that any claim of any type (including but not limited to employment discrimination litigation, wage litigation, defamation, or any other claim) lodged in any court will be tried, if at all, without a jury.

16.

17.


18.	Titles . Titles are used for the purpose of convenience in this Agreement and shall be ignored in any construction of it.

19.

20.

21.


22.	Outside Representations . Executive represents and acknowledges that in signing this Agreement Executive does not rely, and has not relied, upon any representation or statement made by the Company or by any of the Company’s employees, officers, agents, stockholders,

directors or attorneys with regard to the subject matter, basis or effect of this Agreement other than those specifically contained herein.


23.	Other Remedies . The Executive agrees to execute and be bound by the terms and conditions of the Company’s Limited Recapture Agreement, and any applicable laws, rules and regulations.


24.	Voluntary and Knowing Execution . Executive acknowledges that Executive has been offered a reasonable amount of time within which to consider and review this Agreement; that Executive has carefully read and fully understands all of the provisions of this Agreement; and that Executive has entered into this Agreement knowingly and voluntarily, with the assistance of counsel.


25.	Liability Insurance . The Company shall cover the Executive under directors and officers liability insurance both during and, while potential liability exists, after the term of this Agreement in the same amount and to the same extent as the Company covers its other officers and non-independent directors.


26.	Tax Matters .


(a)	Withholding . The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.


(b)	Code Section 409A Notification . Executive acknowledges that Executive has been advised of the American Jobs Creation Act of 2004, which includes Internal Revenue Code Section 409A, and the regulations and guidance promulgated thereunder (collectively “ Code Section 409A ”), and which also significantly changed the taxation of nonqualified deferred compensation plans and arrangements.

(i)


(ii)	A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of

(iii)

(iv)


(v)	Executive acknowledges that, notwithstanding anything contained herein to the contrary, both Parties shall be independently responsible for assessing their own risks and liabilities under Code Section 409A that may be associated with any payment made under the terms of this Agreement or any other

27.

Counterparts . This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and both of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the Parties have signed this Agreement effective as of the day and year first above written.



EXECUTIVE	HILL-ROM HOLDINGS, INC.
Signed: __________________________ Name: Steven Strobel Dated: ___________________________	By: _____________________________ Title: Chief Human Resources Officer Dated: ___________________________

CAUTION: READ BEFORE SIGNING

Exhibit A

SAMPLE SEPARATION AND RELEASE AGREEMENT


3.	The Company agrees to provide Executive Severance Benefits on the termination of Executive’s employment, as provided for in Paragraph 10(d) of Executive’s Employment Agreement.

In exchange for the Severance Benefits, Executive on behalf of [himself/herself] , [his/her] heirs, representatives, agents and assigns, [and anyone acting or claiming on [his/her] or their joint or several behalf,] hereby RELEASES, INDEMNIFIES, HOLDS HARMLESS, and FOREVER DISCHARGES (a) Hill-Rom Holdings, Inc., (b) its parent, subsidiary or affiliated entities, (c) in such capacity, all of their present or former directors, officers, employees, shareholders, trustees and agents, as well as, (d) all predecessors, successors and assigns thereof from any and all actions, charges, claims, demands, damages or liabilities of any kind or character whatsoever, known or unknown, which Executive now has or may have had through the effective date of this Agreement.


7.	Executive further agrees and covenants not to sue the Company or any entity or individual subject to this Agreement with respect to any claims, demands, liabilities or obligations released by this Agreement provided, however, that nothing contained in this Agreement shall:


a.	prevent Executive from filing an administrative charge with the Equal Employment Opportunity Commission or any other federal state or local agency, or the United States Securities and Exchange Commission (“ SEC ”) Whistleblower unit or participating in investigations by those entities; or


b.	prevent employee from challenging, under the Older Worker’s Benefit Protection Act (29 U.S.C. § 626), the knowing and voluntary nature of Executive’s release of any age claims in this Agreement in court or before the Equal Employment Opportunity Commission.


8.	Notwithstanding Executive’s right to file an administrative charge with the EEOC, the SEC’s Whistleblower unit, or any other federal, state, or local agency, Executive agrees that with

Executive’s release of claims in this Agreement, Executive has waived any right Executive may have to recover monetary or other personal relief in any proceeding based in whole or in part on claims released by Executive in this Agreement. For example, Executive waives any right to monetary damages or reinstatement if an administrative charge is brought against the Company whether by Executive, the EEOC, or any other person or entity, including but not limited to any federal, state, or local agency. Further, with Executive’s release of claims in this Agreement, Executive specifically assigns to the Company Executive’s right to any recovery arising from any such proceeding.

The U.S. Defend Trade Secrets Act of 2016 (“ DTSA ”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Accordingly, the Parties have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.


10.	Insofar as this Agreement pertains to the release of Executive’s claims, if any, under the ADEA or other civil rights laws, the Parties acknowledge that it is their mutual and specific intent that the above waiver fully complies with the requirements of the OWBPA and any similar law governing release of claims. Accordingly, Executive hereby acknowledges that:


a.	Executive has carefully read and fully understands all of the provisions of this Agreement and that Executive has entered into this Agreement knowingly and voluntarily;


b.	The Severance Benefits offered in exchange for Executive’s release of claims exceed in kind and scope that to which Executive would have otherwise been legally entitled absent the execution of this Agreement;


c.	Prior to signing this Agreement, Executive had been advised, and is being advised by this Agreement, to consult with an attorney of Executive’s choice concerning its terms and conditions; and


d.	Executive has been offered at least twenty-one (21) days within which to review and consider this Agreement.


11.	[ADD THIS LANGUAGE IF THE EMPLOYEE IS IN CALIFORNIA] Executive specifically acknowledges that, as a condition of this Agreement, Executive expressly releases all rights and claims that Executive knows about as well as those Executive may

not know about. Executive expressly waives all rights under Section 1542 of the Civil Code of the State of California, which reads as follows:


a.	“A general release does not extend to claims which the creditor does not know or suspect to exist in Executive’s favor at the time of executing the release which if known, must have materially affected Executive’s settlement with the debtor.”

12.


13.	Executive affirms that, as of the date of execution of this Agreement, Executive has filed no lawsuit, charge, claim or complaint with any governmental agency or in any court against the Company or the releasees described in Paragraph 5 herein.


14.	The provisions of Paragraphs 13 (Restrictive Covenants); 15 (Non-Jury Trials); 16 (Choice of Forum); 17 (Choice of Law); and 26 (Tax Matters) of the Employment Agreement are hereby expressly incorporated by reference.

15.

16.


17.	[Option A] Executive acknowledges that Executive’s termination and the Severance Benefits offered hereunder were based on an individual determination and were not offered in conjunction with any group termination or group severance program and waives any claim to the contrary.

18.

19.

20.


21.	EXECUTIVE SPECIFICALLY AGREES AND UNDERSTANDS THAT THE EXISTENCE AND TERMS OF THIS AGREEMENT ARE STRICTLY CONFIDENTIAL AND THAT SUCH CONFIDENTIALITY IS A MATERIAL TERM OF THIS AGREEMENT . Accordingly, except as required by law or unless authorized to

22.


23.	Similarly, in the event that the Company breaches or threatens to breach any provision of this Agreement, Executive shall be entitled to seek any and all equitable or other available relief provided by law, specifically including immediate and permanent injunctive relief. In the event Executive is wholly unsuccessful, the Company shall be entitled to an award of its costs and attorneys’ fees.


24.	Both Parties acknowledge that this Agreement is entered into solely for the purpose of terminating Executive’s employment relationship with the Company on an amicable basis and shall not be construed as an admission of liability or wrongdoing by the Company or Executive, both Parties having expressly denied any such liability or wrongdoing.


25.	Each of the promises and obligations shall be binding upon and shall inure to the benefit of the heirs, executors, administrators, assigns and successors in interest of each of the Parties.


26.	Executive hereby represents and warrants that Executive has not previously assigned or purported to assign or transfer to any person or entity any of the claims or causes of action herein released.


27.	The Parties agree that each and every paragraph, sentence, clause, term and provision of this Agreement is severable and that, if any portion of this Agreement should be deemed

not enforceable for any reason, such portion shall be stricken and the remaining portion or portions thereof should continue to be enforced to the fullest extent permitted by applicable law.


28.	This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois without regard to any applicable state’s choice of law provisions.


29.	Executive represents and acknowledges that in signing this Agreement Executive does not rely, and has not relied, upon any representation or statement made by the Company or by any of the Company’s Executives, officers, agents, stockholders, directors or attorneys with regard to the subject matter, basis or effect of this Agreement other than those specifically contained herein.

30.


31.	This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and both of which taken together shall constitute one and the same agreement.

PLEASE READ CAREFULLY. THIS RELEASE

AGREEMENT INCLUDES A COMPLETE RELEASE OF ALL

KNOWN AND UNKNOWN CLAIMS.



[EXECUTIVE]	COMPANY NAME
Signed: _________________________ Printed: _________________________ Dated: __________________________	By: ____________________________ Title: ___________________________ Dated: __________________________

Exhibit B

LIST OF COMPETITORS

EXHIBIT 10.47

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT

This Amended and Restated Change in Control Agreement (the “ Agreement ”) is made and entered into as of November 16, 2018 by and between Hill-Rom Holdings, Inc., an Indiana corporation (the “ Company ”), and John P. Groetelaars (the “ Executive ”).

WHEREAS, the Company considers it essential to the best interests of its shareholders to foster continuous employment by the Company and its subsidiaries of their key management personnel;

WHEREAS, the Compensation and Management Development Committee (the “ Committee ”) of the Board of Directors (the “ Board ”) of the Company has recommended, and the Board has approved, that the Company enter into revised change in control agreements with key executives of the Company and its subsidiaries who are from time to time designated by the management of the Company and approved by the Committee;

WHEREAS, the Committee and the Board believe that Executive has made valuable contributions to the productivity and profitability of the Company and consider it essential to the best interests of the Company and its shareholders that Executive be encouraged to remain with the Company;

WHEREAS, the Board believes it is in the best interests of the Company and its shareholders that Executive continue in employment with the Company in the event of any proposed Change in Control and be in a position to provide assessment and advice to the Board regarding any proposed Change in Control without concern that Executive might be unduly distracted by the personal uncertainties and risks created by any proposed Change in Control; and

WHEREAS, certain capitalized terms used in this Agreement are defined in Section 6 below.

NOW, THEREFORE, the Company and Executive (collectively referred to as the “ Parties ”) agree as follows:

1. Termination following a Change in Control. After the occurrence of a Change in Control, the Company will provide or cause to be provided to Executive the rights and benefits described in Section 2 hereof in the event that Executive’s employment with the Company and its subsidiaries is terminated:

(a) by the Company for any reason other than on account of Executive’s death, permanent disability, retirement or for Cause at any time prior to the third anniversary of a Change in Control; or

(b) by Executive for Good Reason at any time prior to the third anniversary of a Change in Control.

Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs and if the Executive’s employment with the Company is terminated by the Company, without Cause, prior to the date on which the Change in Control occurs, and if it is reasonably demonstrated by Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control which subsequently occurs within three (3) months of such termination, then for purposes of this Agreement a Change in Control shall be deemed to have occurred on the day immediately prior to such termination of employment and all references in Section 2 to payments within a specified period as allowed by law following such termination shall instead be references to the specified period following the Change in Control.

The rights and benefits described in Section 2 hereof shall be in lieu of any severance payments otherwise payable to Executive under any employment agreement or severance plan or program of the Company or any of its subsidiaries but shall not otherwise affect Executive’s rights to compensation or benefits under the Company’s compensation and benefit programs except to the extent expressly provided herein.

2. Rights and Benefits Upon Termination.

In the event of the termination of Executive’s employment under any of the circumstances set forth in Section 1 hereof (“ Termination ”), the Company shall provide or cause to be provided to Executive the following rights and benefits, which, with the exception of Section 2(d) below, will only be provided if Executive executes and delivers to the Company within forty-five (45) days of the Termination a separation and release agreement in the form attached hereto as Exhibit A (“ Release ”) and such Release has not been revoked:

(a) a lump sum payment in cash in the amount of three (3) times the sum of (i) Executive’s Annual Base Salary plus (ii) Executive’s Target Bonus, payable on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination; provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;

(b) for the thirty-six (36) months following Termination, continued health and medical insurance coverage for Executive and Executive’s dependents substantially comparable (with regard to both benefits and employee contributions) to the coverage provided by the Company immediately prior to the Change in Control for active employees of equivalent rank. From the end of such thirty-six (36) month period until Executive attains Social Security retirement age, Executive shall have the right to purchase (pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“ COBRA ”) rates applicable to such coverage) continued coverage for himself and Executive’s dependents under one or more plans maintained by the Company for its active employees, to the extent Executive would have been eligible to purchase continued coverage under the plan in effect immediately prior to the Change in Control had Executive’s employment terminated thirty-six (36) months following Termination. The payment of any health or medical claims for the health and medical coverage provided in this subsection (b) shall be made to the Executive as soon as administratively practicable after the Executive has

provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A: (1) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit;

(c) continuation for Executive, for a period of three (3) years following Termination, of the group term life insurance program provided for Executive immediately prior to the Change in Control. The payment of any claim for death benefits provided under this subsection 2(c) shall be paid in accordance with the appropriate program, provided, however that if the death benefit is subject to Section 409A, then the death benefit shall be paid, as determined by the Company in its complete and absolute discretion, no later than the later to occur of (i) the last day of calendar year in which the death of the Executive occurs or (ii) the ninetieth (90 ^th ) day following the Executive’s death;

(d) a lump sum payment in cash, payable within thirty (30) days after Termination, equal to all accrued and unpaid vacation, paid time off, reimbursable business expenses, and similar miscellaneous benefits as of the Termination;

(e) a lump sum payment in cash equal to the amount of the Short-Term Incentive Compensation which would be payable to Executive based on the Executive’s performance level during the fiscal year of Executive’s Termination, as determined by the Board after the completion of the fiscal year, with such amount prorated based on the number of days that elapse between the start of such fiscal year and the date of termination of Executive’s employment, payable after determination of the performance level following the end of the applicable fiscal year, but in no event later than March 15 of the calendar year following the calendar year in which the performance period ended; and

(f) any equity awards between the Parties shall be governed exclusively by the terms of the applicable agreements or plan documents and shall pay in connection with the Termination as provided therein.

3. Payment Adjustment Due to Excise Tax .

In the event that any payment or benefits received or to be received by Executive pursuant to Section 2 of this Agreement would, but for this Section 3, be subject to the excise tax imposed by Internal Revenue Code Section 4999, or any comparable successor provisions, then such payment shall be either: (a) provided to Executive in full, or (b) provided to Executive as to such lesser extent which would result in no portion of such payment being subject to such excise tax, whichever of the foregoing amounts, when taking into account applicable federal, state, local and foreign income and employment taxes, such excise tax, and any other applicable taxes, results in the receipt by Executive, on an after-tax basis, of the greatest amount of the payment, notwithstanding that all or some portion of such payment may be taxable under such excise tax. To the extent such payment needs to be reduced pursuant to the preceding sentence, reductions shall come from taxable amounts before non-taxable amounts and beginning with the payments otherwise

scheduled to occur soonest that cannot be valued under Q&A 24(c) and then those that occur later that cannot be valued under Q&A 24(c), then those that occur soonest that can be valued under Q&A 24(c). Executive and the Company agree to cooperate fully to determine the benefits applicable under this Section and to value the services provided or to be provided for purposes of Internal Revenue Code Section 280G, including the value of any covenants not to compete. All determinations under this Section 3 shall be determined by an accounting firm with expertise in Internal Revenue Code Section280G selected by the Company prior to the Change in Control and acceptable to the Executive and shall be final and binding upon the Executive and the Company and its affiliates.

4. Section 409A Acknowledgement .

(a) Executive acknowledges that Executive has been advised of Section 409A, which has significantly changed the taxation of nonqualified deferred compensation plans and arrangements. Under proposed and final regulations as of the date of this Agreement, Executive has been advised that Executive’s severance pay and other Termination benefits may be treated by the Internal Revenue Service as “nonqualified deferred compensation,” subject to Section 409A. In that event, several provisions in Section 409A may affect Executive’s receipt of severance compensation, including the timing thereof.

(b) These include, but are not limited to, a provision which requires that distributions to “specified employees” (as defined in Section 409A) on account of separation from service may not be made earlier than six (6) months after the effective date of separation. If applicable, failure to comply with Section 409A can lead to immediate taxation of such deferrals, with interest calculated at a penalty rate and a 20% excise tax. As a result of the requirements imposed by the American Jobs Creation Act of 2004, Executive agrees that if Executive is a “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Section 409A payable on account of a “separation from service,” and with regard to which an exemption from such section does not apply, such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “ Delay Period ”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 4(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

to Executive or based on any alleged failure to withhold taxes or satisfy any claimed obligation. Executive understands and acknowledges that neither the Company, nor any of its employees, attorneys, or other representatives has provided or will provide Executive with any legal or financial advice concerning taxes or any other matter, and that Executive has not relied on any such advice in deciding whether to enter into this Agreement.

(d) Notwithstanding any provision of this Agreement to the contrary, to the extent that any payment under the terms of this Agreement would constitute an impermissible acceleration of payments under Section 409A or any regulations or Treasury guidance promulgated thereunder, such payments shall be made no earlier than at such times allowed under Section 409A. If any provision of this Agreement (or of any award of compensation) would cause Executive to incur any additional tax or interest under Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company or its successor may reform such provision; provided that it will (a) maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the provisions of Section 409A and (b) notify and consult with Executive regarding such amendments or modifications prior to the effective date of any such change.

(e) Each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A. To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred, the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during any one year may not effect amounts reimbursable or provided in any subsequent year, and the right to reimbursement (and in-kind benefits provided to Executive) under this Agreement shall not be subject to liquidation or exchange for another benefit.

(f) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any other taxable year, and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred.

5. Definitions. As used in this Agreement, the following terms shall have the following meanings:


(a)	“ Annual Base Salary ” means the annualized amount of Executive’s rate of base salary in effect immediately before the Change in Control or immediately before the date of Termination, whichever is greater.


(b)	“ Cause ” shall have the same meaning set forth in any current employment agreement that the Executive has with the Company or any of its subsidiaries.


(c)	A “ Change in Control ” shall be deemed to occur on:

(i)

the date that any person, corporation, partnership, syndicate, trust, estate or other group acting with a view to the acquisition, holding or disposition of securities of the Company, becomes, directly or indirectly, the beneficial owner, as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (“ Beneficial Owner ”), of securities of the Company representing 35% or more of the voting power of all securities of the Company having the right under ordinary circumstances to vote at an election of the Board (“ Voting Securities ”), other than by reason of (A) the acquisition of securities of the Company by the Company or any of its Subsidiaries or any employee benefit plan of the Company or any of its Subsidiaries, (B) the acquisition of Company securities directly from the Company, or (C) the acquisition of Company securities by one or more members of the Hillenbrand Family (which term shall mean descendants of John A. Hillenbrand and their spouses, trusts primarily for their benefit or entities controlled by them);


(ii)	the consummation of a merger or consolidation of the Company with another corporation unless:

(C) the members of the Company’s Board, immediately prior to the merger or consolidation, constitute, immediately after the merger or consolidation, a majority of the board of directors of the corporation issuing cash or securities in the merger;


(iii)	the date on which a majority of the members of the Board consist of persons other than current directors (which term shall mean any member of the Board on the date hereof and any member whose nomination or election has been approved by a majority of current directors then on the Board);


(iv)	the consummation of a sale or other disposition of all or substantially all of the assets of the Company; or


(v)	the date of approval by the shareholders of the Company of a plan of complete liquidation of the Company.

Notwithstanding the foregoing, for benefits payable upon or in relation to a Change in Control which are not otherwise exempt from Section 409A, any of the events listed above must be a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company as described in Section 409A and any regulations or other applicable guidance promulgated thereunder.


(d)	“ Code ” means the Internal Revenue Code of 1986, as amended.

(e)

“ Good Reason ” means the occurrence, without Executive’s consent, of any of the following acts by the Company, or failures by the Company to act (each a “ Good Reason Condition ”), provided Executive provides written notice to the Company of the occurrence of the Good Reason Condition within ninety (90) business days after the Executive has knowledge of it; the Company fails to notify Executive of the Company’s intended method of correction within thirty (30) business days after the Company receives Executive’s notice, or the Company fails to correct the Good Reason Condition within thirty (30) business days after such Executive notice; and the Executive resigns within sixty (60) business days after the end of the 30-business-day period after Executive’s notice:

(i)

a material diminution in Executive’s duties, responsibilities, authorities or offices, the assignment to Executive of duties that are materially inconsistent with Executive’s position as President and Chief Executive Officer, or a change by the Company in the Executive’s reporting structure such that the Executive is no longer reporting directly to the Board of Directors or, if the Company is no longer the ultimate parent of the Company and its affiliates, the affiliate of the Company that is the ultimate parent company of the Company and its affiliates;


(ii)	the failure to elect or reelect Executive as President and Chief Executive Officer of the Company and any other office of the Company that the Executive may hold from time to time (unless such failure is related in any way to the Company’s decision to terminate Executive for cause);


(iii)	the failure of the Company to continue to provide Executive with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with Executive’s responsibilities to, and position within, the Company;

(iv)

a reduction by the Company in the amount of Executive’s annual base salary or target bonus percentage or the discontinuation or reduction by the Company of Executive’s participation at previously existing levels in any incentive compensation, additional compensation or equity programs, benefits, policies or perquisites; provided, however, that the Company may make such changes and/or reductions without implicating the provisions of this subsection (iv) so long as such discontinuation or reduction applies to all other senior executives of the Company and the discontinuation or reduction applies at a level that is no less favorable to Executive than that applicable to all other senior executives of the Company;


(v)	the relocation of the Company’s principal executive offices or Executive’s place of work to a location requiring a change of more than fifty (50) miles in Executive’s daily commute; or


(vi)	any other action or inaction by the Company that constitutes a material breach of this Agreement.


(f)	“ Section 409A ” means Section 409A of the Internal Revenue Code.


(g)	“ Short-Term Incentive Compensation ” means the incentive compensation payable solely at the discretion of the Board, pursuant to the Company’s then existing incentive compensation program or any other program as the Company may establish from time to time in its sole discretion.


(h)	“ Target Bonus ” means the annual target bonus, which will be not less than 100% of the Base Salary earned during such fiscal year.

6. Notice .

(a) Any discharge or termination of Executive’s employment pursuant to Section 1 shall be communicated in a written notice to the other party hereto setting forth the effective date of such discharge or termination (which date shall not be more than thirty (30) days after the date such notice is delivered) and, in the case of a discharge for Cause or a termination for Good Reason the basis for such discharge or termination.

(b) For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to the Office of SVP, Corporate Secretary and Chief Legal Officer at 130 East Randolph Street, Suite 1000, Chicago, Illinois 60601, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

7. No Duty to Mitigate. Executive is not required to seek other employment or otherwise mitigate the amount of any payments to be made by the Company pursuant to this Agreement.

8. Assignment .

(a) This Agreement is personal to Executive and shall not be assignable by Executive other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors. The Company shall require any successor to all or substantially all of the business and/or assets of the Company, whether direct or indirect, by purchase, merger, consolidation, acquisition of stock, or otherwise, to expressly assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform it if no such succession had taken place.

9. Arbitration. Any dispute or controversy arising under, related to or in connection with this Agreement shall be settled exclusively by arbitration before a single arbitrator in Chicago, Illinois, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator’s award shall be final and binding on all parties to this Agreement. Judgment may be entered on an arbitrator’s award in any court having competent jurisdiction.

10. Integration. This Agreement supersedes and replaces any prior oral or written agreements or understandings in respect of the matters addressed hereby; provided, however, that for the avoidance of doubt, any non-competition, non-solicitation, confidentiality or other restrictive covenants in any other current or future agreement shall remain in full force and effect.

11. Amendment. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

12. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

13. Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

14. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Illinois without reference to principles of conflict of laws.

15. Attorney’s Fees. If any legal proceeding (whether in arbitration, at trial or on appeal) is brought under or in connection with this Agreement, the Company shall pay the Executive’s reasonable expenses, including attorneys’ fees.

16. Term of Agreement. The term of this Agreement shall be two (2) years commencing on the date hereof; provided, however, that this Agreement shall be automatically renewed for successive one (1) year terms commencing on each anniversary of the date of this Agreement unless the Company shall have given notice of non-renewal to Executive at least thirty (30) days prior to the scheduled termination date; and further provided that notwithstanding the foregoing, this Agreement shall not terminate (i) within three years after a Change in Control or (ii) during any

period of time when a transaction which would result in a Change in Control is pending or under consideration by the Board. The termination of this Agreement shall not adversely affect any rights to which Executive has become entitled prior to such termination.

17. This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and both of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the day and year first above set forth.

HILL-ROM HOLDINGS, INC.

By: _____________________________

Title: _____________________________

___________________________________

Executive: John P. Groetelaars

CAUTION: READ BEFORE SIGNING

Exhibit A

SAMPLE SEPARATION AND RELEASE AGREEMENT

THIS SEPARATION AND RELEASE AGREEMENT (“ Agreement ”) is entered into by and between ____________ (“ Executive ”) and Hill-Rom Holdings, Inc. (together with its subsidiaries and affiliates, the “ Company ”). To wit, the Company and Executive (collectively referred to as the “ Parties ”) agree as follows:


1.	Executive and the Company have entered into an amended and restated change in control agreement, which has been provided to Executive, effective as of ____________, 20__ (the “ Change in Control Agreement ”).

Executive’s employment by the Company has been terminated following a Change in Control (as defined in the Change in Control Agreement). Executive shall terminate employment effective __________, 20__ (Executive’s “ Effective Termination Date ”). Except as specifically provided by this Agreement, the Change in Control Agreement, or any other non-employment agreement that may exist between the Company and Executive, Executive agrees that the Company shall have no other obligations or liabilities to Executive following Executive’s Effective Termination Date and that Executive’s receipt of the benefits as outlined in the Change in Control Agreement shall constitute a complete settlement, satisfaction and waiver of any and all claims Executive may have against the Company.

Executive acknowledges that Executive has been advised of the American Jobs Creation Act of 2004, which added Section 409A to the Internal Revenue Code (“ Section 409A ”), and significantly changed the taxation of nonqualified deferred compensation plans and arrangements. Under proposed and final regulations as of the date of this Agreement, Executive has been advised that if Executive is a “key executive” covered by Section 409A or any similar law, Executive’s severance pay may be treated by the Internal Revenue Service as providing “nonqualified deferred compensation,” and therefore subject to Section 409A. In that event, several provisions in Section 409A may affect Executive’s receipt of severance compensation. These include, but are not limited to, a provision which requires that distributions to “specified employees” of public companies on account of separation from service may not be made earlier than six (6) months after the effective date of such separation. If applicable, failure to comply with Section 409A can lead to immediate taxation of deferrals, with interest calculated at a penalty rate and a 20% penalty. As a result of the requirements imposed by the American Jobs Creation Act of 2004, Executive agrees if Executive is a “specified employee” at the time of Executive’s termination of employment and if severance payments are covered as “non-qualified deferred compensation” or otherwise not exempt, the severance pay benefits shall not be paid until a date at least six (6) months after Executive’s Effective Termination Date from Company, as more fully explained in the Change in Control Agreement.


4.	In consideration of the promises contained in this Agreement and contingent upon Executive’s compliance with such promises, the Company agrees to provide Executive the benefits outlined in the Change in Control Agreement (the “ Severance Benefits ”).

The Company further agrees to provide Executive with limited out-placement counseling with a company of its choice provided that Executive participates in such counseling immediately following termination of employment. Notwithstanding anything in this Section 5 to the contrary, the out-placement counseling shall not be provided after the last day of the second calendar year following the calendar year in which termination of employment occurs.

In exchange for the foregoing Severance Benefits, the Executive, on behalf of [himself/herself] , Executive’s heirs, representatives, agents and assigns, any anyone acting or claiming on [his/her] or their joint and several behalf, hereby RELEASES, INDEMNIFIES, HOLDS HARMLESS, and FOREVER DISCHARGES (a) Hill-Rom Holdings, Inc., (b) its subsidiary or affiliated entities, (c) all of their present or former directors, officers, employees, shareholders, trustees, and agents, as well as, (d) all predecessors, successors and assigns thereof from any and all actions, charges, claims, demands, damages or liabilities of any kind or character whatsoever, known or unknown, which Executive now has or may have had through the effective date of this Agreement.

Without limiting the generality of the foregoing release, it shall include: (a) all claims or potential claims arising under any federal, state or local employment law or statute, including, but not limited to, Title VII of the Civil Rights Act(s) of 1964 and 1991, the Americans with Disabilities Act (ADA), the Age Discrimination in Employment Act (ADEA), the Older Workers Benefit Protection Act (OWBPA), the Family and Medical Leave Act (FMLA), the Worker Adjustment and Retraining Notification Act (WARN), the Fair Labor Standards Act 29 U.S.C. §§ 201 et seq. , the Sarbanes-Oxley Act of 2002, specifically including the Corporate and Criminal Fraud Accountability Act, 18 U.S.C. §1514,A et seq. , or the Uniformed Services Employment and Reemployment Rights Act (USERRA), the Illinois Human Rights Act, as amended, applicable state civil rights law(s), or applicable state employment law(s); (b) any claims on account of, arising out of or in any way connected with Executive’s employment with the Company or leaving of that employment; (c) any claims alleged or which could have been alleged in any charge or complaint against the Company; (d) any claims relating to the conduct of any Executive, officer, director, agent or other representative of the Company; (e) any claims of discrimination, harassment or retaliation on any basis; (f) any claims arising from any legal restrictions on an employer’s right to separate its Executives; (g) any claims for personal injury, compensatory or punitive damages or other forms of relief; and (h) all other causes of action sounding in contract, tort or other common law basis, including (i) the breach of any alleged oral or written contract, (ii) negligent or intentional misrepresentations, (iii) wrongful discharge, (iv) just cause dismissal, (v) defamation, (vi) interference with contract or business relationship or (vii) negligent or intentional infliction of emotional distress.


8.	Executive further agrees and covenants not to sue the Company or any entity or individual subject to this Agreement with respect to any claims, demands, liabilities or obligations released by this Agreement provided, however, that nothing contained in this Agreement shall:


(a)	prevent Executive from filing an administrative charge with the Equal Employment Opportunity Commission or any other federal state or local agency, or the United States Securities and Exchange Commission (“ SEC ”) Whistleblower unit or participating in investigations by those entities; or


(b)	prevent employee from challenging, under OWBPA, the knowing and voluntary nature of Executive’s release of any age claims in this Agreement in court or before the Equal Employment Opportunity Commission. [INCLUDE THIS SUBSECTION 8(b) IF EMPLOYEE IS AGE 40 OR OLDER]

Notwithstanding Executive’s right to file an administrative charge with the EEOC, the SEC’s Whistleblower unit, or any other federal, state, or local agency, Executive agrees that with Executive’s release of claims in this Agreement, Executive has waived any right Executive may have to recover monetary or other personal relief in any proceeding based in whole or in part on claims released by Executive in this Agreement. For example, Executive waives any right to monetary damages or reinstatement if an administrative charge is brought against the Company whether by Executive, the EEOC, or any other person or entity, including but not limited to any federal, state, or local agency. Further, with Executive’s release of claims in this Agreement, Executive specifically assigns to the Company Executive’s right to any recovery arising from any such proceeding.

10.

The U.S. Defend Trade Secrets Act of 2016 (“ DTSA ”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Accordingly, the Parties have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The Parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.


11.	[INCLUDE THIS LANGUAGE IF THE EMPLOYEE IS AGE 40 OR OLDER ] Insofar as this Agreement pertains to the release of Executive’s claims, if any, under

the ADEA or other civil rights laws, the Parties acknowledge that it is their mutual and specific intent that the above waiver fully complies with the requirements of the OWBPA and any similar law governing release of claims. Accordingly, Executive hereby acknowledges that:


(a)	Executive has carefully read and fully understands all of the provisions of this Agreement and that Executive has entered into this Agreement knowingly and voluntarily;


(b)	The Severance Benefits offered in exchange for Executive’s release of claims exceed in kind and scope that to which Executive would have otherwise been legally entitled absent the execution of this Agreement;


(c)	Prior to signing this Agreement, Executive had been advised, and is being advised by this Agreement, to consult with an attorney of Executive’s choice concerning its terms and conditions; and


(d)	Executive has been offered at least twenty-one (21) days within which to review and consider this Agreement.

12.

[ADD THIS LANGUAGE IF THE EMPLOYEE IS AGE 40 OR OLDER] The Parties agree that this Agreement shall not become effective and enforceable until the date this Agreement is signed by both Parties or seven (7) calendar days after its execution by Executive, whichever is later. Executive may revoke this Agreement for any reason by providing written notice of such intent to the Company within seven (7) days after Executive has signed this Agreement, thereby forfeiting Executive’s right to receive any Severance Benefits provided hereunder and rendering this Agreement null and void in its entirety. This revocation must be sent to the Executive’s HR representative with a copy sent to the Hill-Rom Office of Chief Legal Officer and must be received by the end of the seventh day after the Executive signs this Agreement to be effective.


13.	[ADD THIS LANGUAGE IF THE EMPLOYEE IS IN CALIFORNIA] Executive specifically acknowledges that, as a condition of this Agreement, Executive expressly releases all rights and claims that Executive knows about as well as those Executive may not know about. Executive expressly waives all rights under Section 1542 of the Civil Code of the State of California, which reads as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in Executive’s favor at the time of executing the release which if known, must have materially affected Executive’s settlement with the debtor.”

know or suspect to exist in Executive’s favor at the time of signing this Agreement and that this Agreement expressly contemplates the extinguishment of all such claims.

14.

The Parties agree that nothing contained herein shall purport to waive or otherwise affect any of Executive’s rights or claims that may arise after Executive signs this Agreement. It is further understood by the Parties that nothing in this Agreement shall affect any rights Executive may have under any deferred compensation program, equity award agreement, and/or retirement plan provided by the Company as of the date of Executive’s termination, such items to be governed exclusively by the terms of the applicable agreements or plan documents.

15.

16.

Except as provided in the Change in Control Agreement, Executive acknowledges that Executive will not be eligible to receive or vest in any additional stock options, stock awards or restricted stock units (“ RSUs ”) as of Executive’s Effective Termination Date. Failure to exercise any vested options within the applicable period as set for in the plan and/or grant will result in their forfeiture. Executive acknowledges that any stock options, stock awards or RSUs held for less than the required period shall be deemed forfeited as of the effective date of this Agreement. All terms and conditions of such stock options, stock awards or RSUs shall not be affected by this Agreement, shall remain in full force and effect, and shall govern the Parties’ rights with respect to such equity based awards.


17.	[Option A] Executive acknowledges that Executive’s termination and the Severance Benefits offered hereunder were based on an individual determination and were not offered in conjunction with any group termination or group severance program and waives any claim to the contrary.


18.	Executive hereby affirms and acknowledges Executive’s continued obligations to comply with the post-termination covenants contained in the employment agreement between the Parties, including but not limited to, the non-compete, trade secret and confidentiality provisions. Executive acknowledges that a copy of such employment

agreement has otherwise been provided to Executive’s and, to the extent not inconsistent with the terms of this Agreement or applicable law, the terms thereof shall be incorporated herein by reference. Executive acknowledges that the restrictions contained therein are valid and reasonable in every respect and are necessary to protect the Company’s legitimate business interests. Executive hereby affirmatively waives any claim or defense to the contrary. Executive hereby acknowledges that the definition of Competitor, as provided in Executive’s Employment Agreement shall include but not be limited to those entities specifically identified in the updated Competitor List, attached hereto as Exhibit [B] .


19.	Executive hereby consents and authorizes the Company to deduct as an offset from the Severance Benefits the value of any Company property not returned or returned in a damaged condition as well as any monies paid by the Company on Executive’s behalf (e.g., payment of any outstanding credit card) to the extent permitted by Section 409A.

20.

Executives acknowledges and agrees that the provisions of [Paragraph 13 (Restrictive Covenants)] of that certain employment agreement by and between Executive and the Company, dated as of [___________, 20___], are specifically incorporated herein by reference and shall survive in accordance with their terms; provided however, for purposes of applying such paragraph, the term “Relevant Non-Compete Period” shall be reduced to twelve (12) months.

21.

EXECUTIVE SPECIFICALLY AGREES AND UNDERSTANDS THAT THE EXISTENCE AND TERMS OF THIS AGREEMENT ARE STRICTLY CONFIDENTIAL AND THAT SUCH CONFIDENTIALITY IS A MATERIAL TERM OF THIS AGREEMENT. Accordingly, except as required by law or unless authorized to do so by the Company in writing, Executive agrees that Executive shall not communicate, display or otherwise reveal any of the contents of this Agreement to anyone other than Executive’s spouse, legal counsel or financial advisor provided, however, that they are first advised of the confidential nature of this Agreement and Executive obtains their agreement to be bound by the same. The Company agrees that Executive may respond to legitimate inquiries regarding the termination of Executive’s employment by stating that the Parties have terminated their relationship on an amicable basis and that the Parties have entered into a confidential release agreement that prohibits Executive’s from further discussing the specifics of Executive’s separation. Nothing contained herein shall be construed to prevent Executive from discussing or otherwise advising subsequent employers of the existence of any obligations as set forth in Executive’s Employment Agreement. Further, nothing contained herein shall be construed to limit or otherwise restrict the Company’s ability to disclose the terms and conditions of this Agreement as may be required by business necessity.


22.	In the event that Executive breaches or threatens to breach any provision of this Agreement, Executive agrees that the Company shall be entitled to seek any and all equitable and legal relief provided by law, specifically including immediate and permanent injunctive relief. Executive hereby waives any claim that the Company

has an adequate remedy at law. In addition, and to the extent not prohibited by law, Executive agrees that the Company shall be entitled to discontinue providing any additional Severance Benefits upon such breach or threatened breach as well as an award of all costs and attorneys’ fees incurred by the Company in any successful effort to enforce the terms of this Agreement. Executive agrees that the foregoing relief shall not be construed to limit or otherwise restrict the Company’s ability to pursue any other remedy provided by law, including the recovery of any actual, compensatory or punitive damages. Moreover, if Executive pursues any claims against the Company subject to the foregoing General Release, or breaches the above confidentiality provision, Executive agrees to immediately reimburse the Company for the value of all benefits received under this Agreement to the fullest extent permitted by law.

23.

Similarly, in the event that the Company breaches or threatens to breach any provision of this Agreement, Executive shall be entitled to seek any and all equitable or other available relief provided by law, specifically including immediate and permanent injunctive relief. In the event Executive is required to file suit to enforce the terms of this Agreement, the Company agrees that Executive shall be entitled to an award of all costs and attorneys’ fees incurred by Executive’s in any wholly successful effort (i.e. entry of a judgment in Executive’s favor) to enforce the terms of this Agreement.


24.	Both Parties acknowledge that this Agreement is entered into solely for the purpose of terminating Executive’s employment relationship with the Company on an amicable basis and shall not be construed as an admission of liability or wrongdoing by the Company or Executive, both Parties having expressly denied any such liability or wrongdoing.


25.	Each of the promises and obligations shall be binding upon and shall inure to the benefit of the heirs, executors, administrators, assigns and successors in interest of each of the Parties.


26.	Executive affirms that, as of the date of execution of this Agreement, Executive has filed no lawsuit, charge, claim or complaint with any governmental agency or in any court against the Company or the releasees described in Section 6.


27.	Executive hereby represents and warrants that Executive has not previously assigned or purported to assign or transfer to any person or entity any of the claims or causes of action herein released.


28.	The Parties agree that each and every paragraph, sentence, clause, term and provision of this Agreement is severable and that, if any portion of this Agreement should be deemed not enforceable for any reason, such portion shall be stricken and the remaining portion or portions thereof should continue to be enforced to the fullest extent permitted by applicable law.


29.	This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois without regard to any applicable state’s choice of law provisions.


30.	Executive represents and acknowledges that in signing this Agreement Executive does not rely, and has not relied, upon any representation or statement made by the Company or by any of the Company’s Executives, officers, agents, stockholders, directors or attorneys with regard to the subject matter, basis or effect of this Agreement other than those specifically contained herein.

31.

This Agreement represents the entire agreement between the Parties concerning the subject matter hereof, shall supersede any and all prior agreements which may otherwise exist between them concerning the subject matter hereof (specifically excluding, however, the post-termination obligations contained in Executive’s Employment Agreement), and shall not be altered, amended, modified or otherwise changed except by a writing executed by both Parties.


32.	This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and both of which taken together shall constitute one and the same agreement.

PLEASE READ CAREFULLY. THIS SEPARATION AND RELEASE AGREEMENT INCLUDES A COMPLETE RELEASE OF ALL

KNOWN AND UNKNOWN CLAIMS.



[EXECUTIVE]		Hill-Rom Holdings, Inc.
Signed:	__________________________	By:	_________________________
Printed:	__________________________	Title:	_________________________
Dated:	__________________________	Dated:	_________________________

Exhibit B

ILLUSTRATIVE COMPETITOR LIST

The following is an illustrative, non‑exhaustive list of Competitors with whom Executive may not, during Executive’s relevant non‑compete period, directly or indirectly engage in any of the competitive activities proscribed by the terms of Executive’s Employment Agreement.


•	Getinge Group


•	Arjo Huntleigh (Getinge Spin-Off)


•	Heine Optotechnik


•	Linet


•	Midmark


•	Mindray


•	Mizhuo/OSI


•	Omron Healthcare


•	Paramount Bed Company, Ltd.


•	Riester


•	Schiller


•	Skytron


•	Steris Corporation


•	Stryker Corporation


•	Vocera

While the above list is intended to identify the Company’s primary competitors, it should not be construed as all-encompassing so as to exclude other potential competitors falling within the Non-Compete definitions of “Competitor.” The Company reserves the right to amend this list at any time in its sole discretion to identify other or additional Competitors based on changes in the products and services offered, changes in its business or industry as well as changes in the duties and responsibilities of the individual employee. An updated list will be provided to Executive upon reasonable request. Executives are encouraged to consult with the Company prior to accepting any position with any potential competitor.

EXHIBIT 10.48

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT

This Amended and Restated Change in Control Agreement (the “ Agreement ”) is made and entered into as of _____________, 20__ by and between Hill-Rom Holdings, Inc., an Indiana corporation (the “ Company ”), and ___________ (the “ Executive ”).

WHEREAS, the Company considers it essential to the best interests of its shareholders to foster continuous employment by the Company and its subsidiaries of their key management personnel;

WHEREAS, certain capitalized terms used in this Agreement are defined in Section 6 below.

NOW, THEREFORE, the Company and Executive (collectively referred to as the “ Parties ”) agree as follows:

(a) by the Company for any reason other than on account of Executive’s death, permanent disability, retirement or for Cause at any time prior to the second anniversary of a Change in Control; or

(b) by Executive for Good Reason at any time prior to the second anniversary of a Change in Control.

2. Rights and Benefits Upon Termination.

In the event of the termination of Executive’s employment under any of the circumstances set forth in Section 1 hereof (“ Termination ”), the Company shall provide or cause to be provided to Executive the following rights and benefits, which, with the exception of Section 2(d) below, will only be provided if Executive executes and delivers to the Company within twenty one (21) days of the Termination a separation and release agreement in the form attached hereto as Exhibit A (“ Release ”) and such Release has not been revoked:

(a) a lump sum payment in cash in the amount of two (2) times the sum of (i) Executive’s Annual Base Salary plus (ii) Executive’s Target Bonus, payable on the next regularly scheduled payroll following the earlier to occur of fifteen (15) days from the Company’s receipt of an executed Release or the expiration of sixty (60) days after Executive’s Termination; provided, however, that if the before-stated sixty (60) day period ends in a calendar year following the calendar year in which the sixty (60) day period commenced, then any benefits not subject to clause (i) shall only begin on the next regularly scheduled payroll following the expiration of sixty (60) days after the Executive’s Termination;

(b) for the twenty-four (24) months following Termination, continued health and medical insurance coverage for Executive and Executive’s dependents substantially comparable (with regard to both benefits and employee contributions) to the coverage provided by the Company immediately prior to the Change in Control for active employees of equivalent rank. From the end of such twenty-four (24) month period until Executive attains Social Security retirement age, Executive shall have the right to purchase (pursuant to Part 6 of Subtitle B of title I of the Employee Retirement Income Security Act of 1974, as amended (“ COBRA ”) rates applicable to such coverage) continued coverage for himself and Executive’s dependents under one or more plans maintained by the Company for its active employees, to the extent Executive would have been eligible to purchase continued coverage under the plan in effect immediately prior to the Change in Control had Executive’s employment terminated twenty-four (24) months following Termination. The payment of any health or medical claims for the health and medical coverage provided in this subsection (b) shall be made to the Executive as soon as administratively practicable after the

Executive has provided the appropriate claim documentation, but in no event shall the payment for any such health or medical claim be paid later than the last day of the calendar year following the calendar year in which the expense was incurred. Notwithstanding anything herein to the contrary, to the extent required by Section 409A: (1) the amount of medical claims eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during a calendar year may not affect the medical claims eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit;

(c) continuation for Executive, for a period of two (2) years following Termination, of the group term life insurance program provided for Executive immediately prior to the Change in Control. The payment of any claim for death benefits provided under this subsection 2(c) shall be paid in accordance with the appropriate program, provided, however that if the death benefit is subject to Section 409A, then the death benefit shall be paid, as determined by the Company in its complete and absolute discretion, no later than the later to occur of (i) the last day of calendar year in which the death of the Executive occurs or (ii) the ninetieth (90 ^th ) day following the Executive’s death;

3. Payment Adjustment Due to Excise Tax .

scheduled to occur soonest. Executive agrees to cooperate fully with the Company to determine the benefits applicable under this Section 3.

4. Section 409A Acknowledgement .

(c) Executive acknowledges that, notwithstanding anything contained herein to the contrary, both Parties shall each be independently responsible for accessing their own risks and liabilities under Section 409A that may be associated with any payment made under the terms of this Agreement which may be deemed to trigger Section 409A. To the extent applicable, Executive understands and agrees that Executive shall have the responsibility for, and Executive agrees to pay, any and all appropriate income tax or other tax obligations for which Executive is individually responsible and/or related to receipt of any benefits provided in this Agreement. Executive agrees to fully indemnify and hold the Company harmless for any taxes, penalties, interest, cost or attorneys’ fee assessed against or incurred by the Company on account of such benefits having been provided to Executive or based on any alleged failure to withhold taxes or satisfy any claimed obligation. Executive understands and acknowledges that neither the Company, nor any of its employees, attorneys, or other representatives has provided or will provide Executive with any legal or financial advice concerning taxes or any other matter, and that Executive has not relied on any such advice in deciding whether to enter into this Agreement.

(d) Notwithstanding any provision of this Agreement to the contrary, to the extent that any payment under the terms of this Agreement would constitute an impermissible acceleration

of payments under Section 409A or any regulations or Treasury guidance promulgated thereunder, such payments shall be made no earlier than at such times allowed under Section 409A. If any provision of this Agreement (or of any award of compensation) would cause Executive to incur any additional tax or interest under Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company or its successor may reform such provision; provided that it will (a) maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the provisions of Section 409A and (b) notify and consult with Executive regarding such amendments or modifications prior to the effective date of any such change.

5. Definitions. As used in this Agreement, the following terms shall have the following meanings:


(a)	“ Annual Base Salary ” means the annualized amount of Executive’s rate of base salary in effect immediately before the Change in Control or immediately before the date of Termination, whichever is greater.


(b)	“ Cause ” shall have the same meaning set forth in any current employment agreement that the Executive has with the Company or any of its subsidiaries.


(c)	A “ Change in Control ” shall be deemed to occur on:

(i)

of the Company by the Company or any of its Subsidiaries or any employee benefit plan of the Company or any of its Subsidiaries, (B) the acquisition of Company securities directly from the Company, or (C) the acquisition of Company securities by one or more members of the Hillenbrand Family (which term shall mean descendants of John A. Hillenbrand and their spouses, trusts primarily for their benefit or entities controlled by them);


(ii)	the consummation of a merger or consolidation of the Company with another corporation unless:


(iii)	the date on which a majority of the members of the Board consist of persons other than current directors (which term shall mean any member of the Board on the date hereof and any member whose nomination or election has been approved by a majority of current directors then on the Board);


(iv)	the consummation of a sale or other disposition of all or substantially all of the assets of the Company; or


(v)	the date of approval by the shareholders of the Company of a plan of complete liquidation of the Company.

of the assets of the Company as described in Section 409A and any regulations or other applicable guidance promulgated thereunder.


(d)	“ Code ” means the Internal Revenue Code of 1986, as amended.

(e)


(i)	a material diminution in Executive’s duties;


(ii)	the failure to elect or reelect Executive as ________________ of the Company (unless such failure is related in any way to the Company’s decision to terminate Executive for cause);


(iii)	the failure of the Company to continue to provide Executive with office space, related facilities and support personnel (including, but not limited to, administrative and secretarial assistance) within the Company’s principal executive offices commensurate with Executive’s responsibilities to, and position within, the Company;

(iv)

a material reduction by the Company in the amount of Executive’s Annual Base Salary or the discontinuation or material reduction by the Company of Executive’s participation at the same level of eligibility as compared to other peer employees in any incentive compensation, additional compensation, benefits, policies or perquisites subject to Executive understanding that such reduction(s) shall be permissible if the change applies in a similar way to other peer level employees;


(v)	the relocation of the Company’s principal executive offices or Executive’s place of work to a location requiring a change of more than fifty (50) miles in Executive’s daily commute; or


(vi)	any other action or inaction by the Company that constitutes a material breach of this Agreement.


(f)	“ Section 409A ” means Section 409A of the Internal Revenue Code.


(g)	“ Short-Term Incentive Compensation ” means the incentive compensation payable solely at the discretion of the Board, pursuant to the Company’s then existing incentive compensation program or any other program as the Company may establish from time to time in its sole discretion.


(h)	“ Target Bonus ” means the annual target bonus, which will be not less than __% Executive’s “Target Bonus” percentage is set forth in Executive’s Employment Agreement. of the Base Salary earned during such fiscal year.

6. Notice .

7. No Duty to Mitigate. Executive is not required to seek other employment or otherwise mitigate the amount of any payments to be made by the Company pursuant to this Agreement.

8. Assignment .

11. Amendment. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

12. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

14. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Illinois without reference to principles of conflict of laws.

15. Attorney’s Fees. If any legal proceeding (whether in arbitration, at trial or on appeal) is brought under or in connection with this Agreement, each party shall pay its own expenses, including attorneys’ fees.

16. Term of Agreement. The term of this Agreement shall be one (1) year commencing on the date hereof; provided, however, that this Agreement shall be automatically renewed for successive one (1) year terms commencing on each anniversary of the date of this Agreement unless the Company shall have given notice of non-renewal to Executive at least one thirty (30) days prior to the scheduled termination date; and further provided that notwithstanding the foregoing, this Agreement shall not terminate (i) within three years after a Change in Control or (ii) during any period of time when a transaction which would result in a Change in Control is pending or under consideration by the Board. The termination of this Agreement shall not adversely affect any rights to which Executive has become entitled prior to such termination.

17. This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and both of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the day and year first above set forth.

HILL-ROM HOLDINGS, INC.

By: _____________________________

Title: _____________________________

___________________________________

Executive:

CAUTION: READ BEFORE SIGNING

Exhibit A

SAMPLE SEPARATION AND RELEASE AGREEMENT


1.	Executive and the Company have entered into an amended and restated change in control agreement, which has been provided to Executive, effective as of ____________, 20__ (the “ Change in Control Agreement ”).


4.	In consideration of the promises contained in this Agreement and contingent upon Executive’s compliance with such promises, the Company agrees to provide Executive the benefits outlined in the Change in Control Agreement (the “ Severance Benefits ”).

The Company further agrees to provide Executive with limited out-placement counseling with a company of its choice provided that Executive participates in such counseling immediately following termination of employment. Notwithstanding anything in this Section 5 to the contrary, the out-placement counseling shall not be provided after the last day of the second calendar year following the calendar year in which termination of employment occurs.

Without limiting the generality of the foregoing release, it shall include: (a) all claims or potential claims arising under any federal, state or local employment law or statute, including, but not limited to, Title VII of the Civil Rights Act(s) of 1964 and 1991, the Americans with Disabilities Act (ADA), the Age Discrimination in Employment Act (ADEA), the Older Workers Benefit Protection Act (OWBPA), the Family and Medical Leave Act (FMLA), the Worker Adjustment and Retraining Notification Act (WARN), the Fair Labor Standards Act 29 U.S.C. §§ 201 et seq. , the Sarbanes-Oxley Act of 2002, specifically including the Corporate and Criminal Fraud Accountability Act, 18 U.S.C. §1514,A et seq. , or the Uniformed Services Employment and Reemployment Rights Act (USERRA), the Illinois Human Rights Act, as amended, applicable state civil rights law(s), or applicable state employment law(s); (b) any claims on account of, arising out of or in any way connected with Executive’s employment with the Company or leaving of that employment; (c) any claims alleged or which could have been alleged in any charge or complaint against the Company; (d) any claims relating to the conduct of any Executive, officer, director, agent or other representative of the Company; (e) any claims of discrimination, harassment or retaliation on any basis; (f) any claims arising from any legal restrictions on an employer’s right to separate its Executives; (g) any claims for personal injury, compensatory or punitive damages or other forms of relief; and (h) all other causes of action sounding in contract, tort or other common law basis, including (i) the breach of any alleged oral or written contract, (ii) negligent or intentional misrepresentations, (iii) wrongful discharge, (iv) just cause dismissal, (v) defamation, (vi) interference with contract or business relationship or (vii) negligent or intentional infliction of emotional distress.


8.	Executive further agrees and covenants not to sue the Company or any entity or individual subject to this Agreement with respect to any claims, demands, liabilities or obligations released by this Agreement provided, however, that nothing contained in this Agreement shall:


(a)	prevent Executive from filing an administrative charge with the Equal Employment Opportunity Commission or any other federal state or local agency, or the United States Securities and Exchange Commission (“ SEC ”) Whistleblower unit or participating in investigations by those entities; or


(b)	prevent employee from challenging, under OWBPA, the knowing and voluntary nature of Executive’s release of any age claims in this Agreement in court or before the Equal Employment Opportunity Commission. [INCLUDE THIS SUBSECTION 8(b) IF EMPLOYEE IS AGE 40 OR OLDER]

10.

The U.S. Defend Trade Secrets Act of 2016 (“ DTSA ”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Accordingly, the Parties have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The Parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.


11.	[INCLUDE THIS LANGUAGE IF THE EMPLOYEE IS AGE 40 OR OLDER ] Insofar as this Agreement pertains to the release of Executive’s claims, if any, under


(c)	Executive has carefully read and fully understands all of the provisions of this Agreement and that Executive has entered into this Agreement knowingly and voluntarily;


(d)	The Severance Benefits offered in exchange for Executive’s release of claims exceed in kind and scope that to which Executive would have otherwise been legally entitled absent the execution of this Agreement;


(e)	Prior to signing this Agreement, Executive had been advised, and is being advised by this Agreement, to consult with an attorney of Executive’s choice concerning its terms and conditions; and


(f)	Executive has been offered at least twenty-one (21) days within which to review and consider this Agreement.

12.


13.	[ADD THIS LANGUAGE IF THE EMPLOYEE IS IN CALIFORNIA] Executive specifically acknowledges that, as a condition of this Agreement, Executive expressly releases all rights and claims that Executive knows about as well as those Executive may not know about. Executive expressly waives all rights under Section 1542 of the Civil Code of the State of California, which reads as follows:

know or suspect to exist in Executive’s favor at the time of signing this Agreement and that this Agreement expressly contemplates the extinguishment of all such claims.

14.

The Parties agree that nothing contained herein shall purport to waive or otherwise affect any of Executive’s rights or claims that may arise after Executive signs this Agreement. It is further understood by the Parties that nothing in this Agreement shall affect any rights Executive may have under any deferred compensation program, equity award agreement, and/or retirement plan provided by the Company as of the date of Executive’s termination, such items to be governed exclusively by the terms of the applicable agreements or plan documents.

15.

16.


17.	[Option A] Executive acknowledges that Executive’s termination and the Severance Benefits offered hereunder were based on an individual determination and were not offered in conjunction with any group termination or group severance program and waives any claim to the contrary.


18.	Executive hereby affirms and acknowledges Executive’s continued obligations to comply with the post-termination covenants contained in the employment agreement between the Parties, including but not limited to, the non-compete, trade secret and confidentiality provisions. Executive acknowledges that a copy of such employment


19.	Executive hereby consents and authorizes the Company to deduct as an offset from the Severance Benefits the value of any Company property not returned or returned in a damaged condition as well as any monies paid by the Company on Executive’s behalf (e.g., payment of any outstanding credit card) to the extent permitted by Section 409A.


20.	Executives acknowledges and agrees that the provisions of [Paragraph 13 (Restrictive Covenants)] of that certain employment agreement by and between Executive and the Company, dated as of [___________, 20___], are specifically incorporated herein by reference and shall survive in accordance with their terms.

21.

EXECUTIVE SPECIFICALLY AGREES AND UNDERSTANDS THAT THE EXISTENCE AND TERMS OF THIS AGREEMENT ARE STRICTLY CONFIDENTIAL AND THAT SUCH CONFIDENTIALITY IS A MATERIAL TERM OF THIS AGREEMENT. Accordingly, except as required by law or unless authorized to do so by the Company in writing, Executive agrees that Executive shall not communicate, display or otherwise reveal any of the contents of this Agreement to anyone other than Executive’s spouse, legal counsel or financial advisor provided, however, that they are first advised of the confidential nature of this Agreement and Executive obtains their agreement to be bound by the same. The Company agrees that Executive may respond to legitimate inquiries regarding the termination of Executive’s employment by stating that the Parties have terminated their relationship on an amicable basis and that the Parties have entered into a confidential release agreement that prohibits Executive’s from further discussing the specifics of Executive’s separation. Nothing contained herein shall be construed to prevent Executive from discussing or otherwise advising subsequent employers of the existence of any obligations as set forth in Executive’s Employment Agreement. Further, nothing contained herein shall be construed to limit or otherwise restrict the Company’s ability to disclose the terms and conditions of this Agreement as may be required by business necessity.

22.

In the event that Executive breaches or threatens to breach any provision of this Agreement, Executive agrees that the Company shall be entitled to seek any and all equitable and legal relief provided by law, specifically including immediate and permanent injunctive relief. Executive hereby waives any claim that the Company has an adequate remedy at law. In addition, and to the extent not prohibited by law, Executive agrees that the Company shall be entitled to discontinue providing any

additional Severance Benefits upon such breach or threatened breach as well as an award of all costs and attorneys’ fees incurred by the Company in any successful effort to enforce the terms of this Agreement. Executive agrees that the foregoing relief shall not be construed to limit or otherwise restrict the Company’s ability to pursue any other remedy provided by law, including the recovery of any actual, compensatory or punitive damages. Moreover, if Executive pursues any claims against the Company subject to the foregoing General Release, or breaches the above confidentiality provision, Executive agrees to immediately reimburse the Company for the value of all benefits received under this Agreement to the fullest extent permitted by law.

23.


24.	Both Parties acknowledge that this Agreement is entered into solely for the purpose of terminating Executive’s employment relationship with the Company on an amicable basis and shall not be construed as an admission of liability or wrongdoing by the Company or Executive, both Parties having expressly denied any such liability or wrongdoing.


25.	Each of the promises and obligations shall be binding upon and shall inure to the benefit of the heirs, executors, administrators, assigns and successors in interest of each of the Parties.


26.	Executive affirms that, as of the date of execution of this Agreement, Executive has filed no lawsuit, charge, claim or complaint with any governmental agency or in any court against the Company or the releasees described in Section 6.


27.	Executive hereby represents and warrants that Executive has not previously assigned or purported to assign or transfer to any person or entity any of the claims or causes of action herein released.


28.	The Parties agree that each and every paragraph, sentence, clause, term and provision of this Agreement is severable and that, if any portion of this Agreement should be deemed not enforceable for any reason, such portion shall be stricken and the remaining portion or portions thereof should continue to be enforced to the fullest extent permitted by applicable law.


29.	This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois without regard to any applicable state’s choice of law provisions.


30.	Executive represents and acknowledges that in signing this Agreement Executive does not rely, and has not relied, upon any representation or statement made by the Company or by any of the Company’s Executives, officers, agents, stockholders, directors or attorneys with regard to the subject matter, basis or effect of this Agreement other than those specifically contained herein.

31.

This Agreement represents the entire agreement between the Parties concerning the subject matter hereof, shall supersede any and all prior agreements which may otherwise exist between them concerning the subject matter hereof (specifically excluding, however, the post-termination obligations contained in Executive’s Employment Agreement), and shall not be altered, amended, modified or otherwise changed except by a writing executed by both Parties.


32.	This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and both of which taken together shall constitute one and the same agreement.

PLEASE READ CAREFULLY. THIS SEPARATION AND RELEASE AGREEMENT INCLUDES A COMPLETE RELEASE OF ALL

KNOWN AND UNKNOWN CLAIMS.



[EXECUTIVE]		Hill-Rom Holdings, Inc.
Signed:	__________________________	By:	_________________________
Printed:	__________________________	Title:	_________________________
Dated:	__________________________	Dated:	_________________________

Exhibit B

ILLUSTRATIVE COMPETITOR LIST


•	Getinge Group


•	Arjo Huntleigh (Getinge Spin-Off)


•	Heine Optotechnik


•	Linet


•	Midmark


•	Mindray


•	Mizhuo/OSI


•	Omron Healthcare


•	Paramount Bed Company, Ltd.


•	Riester


•	Schiller


•	Skytron


•	Steris Corporation


•	Stryker Corporation


•	Vocera

EXHIBIT 10.49

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

P R E A M B L E

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“ Agreement ”) is entered into as of November 16, 2018 between Hill-Rom Holdings, Inc., an Indiana corporation (the “ Company ”), and Andreas Frank (“ Executive ”), and supersedes and replaces in its entirety that certain employment agreement entered into between the Company and Executive, dated October 1, 2011, as amended April 24, 2018 by that certain First Amendment thereto , the “ Prior Employment Agreement ”).

W I T N E S S E T H:


1.	Employment .

(a)

Continuing on the date hereof and ending as provided in Paragraph 9 herein, the Executive agrees to continue to serve as Senior Vice President, Corporate Development & Strategy for the Company, reporting to the Chief Executive Officer of the Company (the “ CEO ”). Executive agrees to perform all duties and responsibilities traditionally assigned to, or falling within the normal responsibilities of, an individual employed as Senior Vice President, Corporate Development & Strategy of the Company. Executive also agrees to perform any and all additional duties or responsibilities consistent with such position as may be assigned by the Board of Directors of the Company (the “ Board ”) or the CEO in its or his or her sole discretion.

(b)


4.	Compensation . For all services rendered by Executive on behalf of, or at the request of, the Company, in Executive’s capacity as Senior Vice President, Corporate Development &

Strategy of the Company, Executive shall be compensated as follows during the Employment Term.

(a)

Base Salary . For the services performed by Executive under this Agreement, the Company shall pay Executive a base salary of Four Hundred Forty-Two Thousand Dollars ($442,000) per year (“ Base Salary ”). The Base Salary shall be paid in the same increments as the Company’s normal payroll, but no less frequently than monthly, and prorated for any partial year of service during the Employment Term. Executive’s Base Salary shall be reviewed at least annually.

(b)

Bonus . The Executive shall participate in any short-term incentive compensation program as may be in effect from time to time, as determined solely at the discretion of the Board, or any other bonus program as the Company may establish from time to time in its sole discretion. For each fiscal year, the annual performance bonus target will be not less than 60% of Base Salary earned during such fiscal year (the “ Target Bonus ”). The Target Bonus will be based upon the performance measures and objectives established by the Board from time to time, but ultimately subject to the Compensation and Management Development Committee’s (“ Committee ”) discretion. The minimum annual performance bonus will be 0% of the Target Bonus and the maximum annual performance bonus will be 200% of the Target Bonus. Any bonus earned shall be paid no later than March 15th of the calendar year following the calendar year in which the applicable fiscal year ended, subject to the Executive remaining continuously employed with the Company through the date that such bonus is paid, except as otherwise expressly provided hereunder.


(c)	Equity Awards . The Executive shall be eligible to receive equity and other long-term incentive awards under the equity-based incentive compensation plans adopted by the Company during the Employment Term for which employees are generally eligible. The level of the Executive’s participation in any such plan, if any, shall be determined in the sole discretion of the Committee from time to time.

(d)


5.	Changes to Compensation . Notwithstanding anything contained herein to the contrary, Executive acknowledges that the Company specifically reserves the right to make changes

to Executive’s compensation in its sole discretion including, but not limited to, modifying or eliminating a compensation component. The Parties agree that such changes shall be deemed effective immediately and an approved modification of this Agreement unless, within thirty (30) days after receiving notice of such change, Executive exercises Executive’s right to terminate this Agreement Without Cause or for Good Reason, as provided and defined below in Paragraph 9, as may be applicable.


6.	Direct Deposit . Within thirty (30) days of the date hereof, Executive agrees to make all necessary arrangements to have all sums paid pursuant to this Agreement direct deposited into one or more bank accounts as designated by Executive.


9.	Termination . The Executive’s employment with the Company and the Employment Term shall end early upon the first to occur of any of the following events:


(a)	Death . In the event Executive dies during the Employment Term, this Agreement shall automatically terminate upon the date of death of the Executive.

(b)


(c)	Cause . Executive’s employment may be terminated by the Company at any time for Cause without notice or prior warning. For purposes of this Agreement, “ Cause ” shall mean the Company’s good faith determination that Executive has:


(i)	Acted with gross neglect or willful misconduct in the discharge of Executive’s duties and responsibilities, or refused to follow or comply with the lawful direction of the Board or the terms and conditions of this Agreement; provided, however, that such refusal is not based primarily on Executive’s good faith compliance with applicable legal or ethical standards.


(ii)	Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal, unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Board’s reasonable opinion, to cause the Company, its officers or its directors significant embarrassment or ridicule.


(iii)	Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s code of ethics.


(iv)	Violated any provisions of the restrictive covenants listed in Paragraph 13.


(v)	Engaged in any act that, in the reasonable opinion of the Board, would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Executive acts in good faith for compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for Cause.


(vi)	Breached the warranties of Executive set forth in Paragraph 7 herein.


(vii)	Engaged in such other conduct recognized at law as constituting cause.

Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Executive’s employment, effective immediately, by providing notice thereof to Executive. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Executive to cure any violations of sub-paragraphs (ii), (iv) or (vi) and, therefore, no opportunity for cure need be provided in those circumstances. Notwithstanding the foregoing, the Company may not terminate the Executive’s employment for Cause unless (A) a determination that cause exists is made and approved by a majority of the Board, (B) if the circumstance giving rise to the issue is one of the provisions enumerated above that are capable of being cured the Executive is given at least ten (10) days’ written notice of the Board meeting called to make such determination, and (C) the Executive is given the opportunity to address the Board at such meeting.


(d)	Without Cause . The Parties agree that either party may terminate this employment relationship at any time, “ Without Cause ”, upon sixty (60) days’ advance written notice or, if terminated by the Company, pay in lieu of notice (hereinafter referred to as “ Notice Pay ”). However, in no event shall Executive be entitled to Notice Pay


(e)	Good Reason . Executive may terminate Executive’s employment and declare this Agreement to have been terminated for “ Good Reason ” upon the occurrence, without Executive’s consent, of any of the following circumstances:


(i)	the assignment to Executives of duties that are materially inconsistent with Executive’s position as Senior Vice President, Corporate Development & Strategy;


(ii)	the failure to elect or reelect Executive as Senior Vice President, Corporate Development & Strategy of the Company (unless such failure is related in any way to the Company’s decision to terminate Executive for Cause);

(iii)


(iv)	a failure by the Company to perform its obligations under this Employment Agreement; and


(v)	the relocation of the Company’s principal executive offices or Executive’s place of work to a location requiring a change of more than fifty (50) miles in Executive’s daily commute.


(f)	Voluntary Termination . Executive may voluntarily, and without Good Reason, terminate Executive’s employment for any reason.


(g)	Expiration of Employment Term; Non-Extension of Agreement . This Agreement may be terminated upon the expiration of the Employment Term due to a non-extension of the Agreement by the Company or the Executive.


10.	Consequences of Termination .


(a)	Death . In the event that Executive’s employment and the Employment Term ends on account of the Executive’s death, the Executive or the Executive’s estate, as the case may be, shall be entitled to the following (with the amounts due hereunder to be paid in accordance with the Company’s past practice and applicable law):


(i)	immediate vesting in the SERP, which shall be paid in accordance with the award agreements, benefits plans, past practice and applicable law (the “ SERP Benefit ”);


(ii)	any Base Salary, earned but unpaid through the date of termination; and

(iii)


(b)	Disability . In the event that the Executive’s employment and the Employment Term ends on account of the Executive’s Disability, the Company shall pay or provide to the Executive the Accrued Benefits and the SERP Benefit.


(c)	Termination for Cause; Voluntary Termination; Non-Extension of Employment Term . If the Executive’s employment is terminated (i) by the Company for Cause, (ii) by the Executive voluntarily and without Good Reason, or (iii) as a result of the non-extension of the Employment Term by either party as provided in Paragraph 9, the Company shall pay or provide to the Executive the Accrued Benefits.


(d)	Termination Without Cause or for Good Reason . In the event Executive’s employment is terminated by the Company Without Cause or by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, (subject to the provisions of Paragraph 26):


(i)	the Accrued Benefits;


(ii)	the SERP Benefit;

(iii)

overlap two calendar years, the first payment will be paid in the second (2nd) calendar year and shall include any missed payment;

(iv)

(v)

11.

Release . Any payments made pursuant to Paragraph 10(d) are contingent upon Executive materially complying with the restrictive covenants contained herein and executing a separation and release agreement in a form not substantially different from the form attached as Exhibit A (the “ Release ”). Further, the Company’s obligation to provide payments pursuant to Paragraph 10(d) shall be deemed null and void should Executive fail or refuse to execute and deliver to the Company the Company’s then standard Release (without modification) within any time period as may be prescribed by law or, in absence thereof, twenty-one (21) days after the Executive’s Effective Termination Date (as defined in the Release).


12.	Reaffirmation . Upon termination of Executive’s employment for any reason, Executive agrees, if requested to reaffirm in writing Executive’s post-employment obligation as set forth in this Agreement, that Executive will make such reaffirmation.


13.	Restrictive Covenants . The capitalized terms used, but not defined herein in Paragraphs 13(a) through 13(i), will have the meanings given to such terms in Paragraph 13(j).


(a)	Assignment of Rights .

(i)

(ii)


(A)	Inform the Company promptly and fully of such Inventions by written reports, setting forth in detail the procedures employed and the results achieved;


(B)	Assign to the Company all of Executive’s rights, title, and interests in and to such Inventions, any applications for United States and

foreign letters patent, any United States and foreign letters patent, and any renewals thereof granted upon such Inventions;


(C)	Assist the Company or its nominees, at the expense of the Company, to obtain such United States and foreign letters patent for such Inventions as the Company may elect; and

(D)

(b)

(c)

(d)


(e)	Non-Solicitation . During Executive’s employment and for a period of twelve (12) months thereafter, Executive agrees not to directly or indirectly engage in the following prohibited conduct:


(i)	Solicit, offer products or services to, or accept orders for, any Competitive Products or otherwise transact any competitive business on behalf of any Competitor;


(ii)	Attempt on behalf of any Competitor to entice or otherwise cause any third party to withdraw, curtail or cease doing business with the Company (or any Affiliate thereof), specifically including customers, vendors, independent contractors and other third-party entities;


(iii)	Except in the course of the Executive’s employment and for the benefit of the Company, disclose to any person or entity the identities, contacts or preferences of any customers of the Company (or any Affiliate thereof), or the identity of any other persons or entities having business dealings with the Company (or any Affiliate thereof);


(iv)	Induce any individual who has been employed by or had provided services to the Company (or any Affiliate thereof) within the six (6) month period immediately preceding the effective date of Executive’s separation to terminate such relationship with the Company (or any Affiliate thereof);


(v)	Assist, coordinate or otherwise offer employment to, accept employment inquiries from, or employ any individual who is or had been employed by the Company (or any Affiliate thereof) at any time within the six (6) month period immediately preceding such offer, or inquiry;


(vi)	Communicate or indicate in any way to any customer of the Company (or any Affiliate thereof), prior to formal separation from the Company, any interest, desire, plan, or decision to separate from the Company; other than by way of long term retirement plans; or


(vii)	Otherwise attempt on behalf of any Competitor to directly or indirectly interfere with the Company’s business, the business of any of the Companies or their relationship with their employees, consultants, independent contractors or customers.


(f)	Limited Non-Compete . For the above-stated reasons, and as a condition of employment to the fullest extent permitted by law, Executive agrees during the Relevant Non‑Compete Period not to directly or indirectly engage in the following competitive activities:

(i)


(ii)	Executive shall not engage in any research, development, production, sale or distribution of any Competitive Products on behalf of a Competitor;


(iii)	Executive shall not market, sell, or otherwise offer or provide any Competitive Products within any Geographic Territory on behalf of a Competitor; or


(iv)	Executive shall not distribute, market, sell or otherwise offer or provide any Competitive Products to any customer of the Company on behalf of a Competitor.

(g)

statement, that may defame, disparage or cast in a negative light so as to do harm to the personal or professional reputation of Executive. The Parties acknowledge, however, that nothing contained herein shall be construed to prevent or prohibit the Company or the Executive from providing truthful information in response to any court order, discovery request, subpoena or other lawful request, rebutting statements by others or making normal competitive-type statements.


(h)	Further Covenants .

(i)

(ii)

(i)

each of the Companies’ need to protect their legitimate business interests by reasonably restricting Executive’s ability to compete with the Company on a limited basis or solicit its employees or customers, in each case, as provided herein.


(j)	Non-Compete Definitions . For purposes of this Agreement, the Parties agree that the following terms shall apply:


(i)	“ Affiliate ” includes any parent, subsidiary, joint venture, sister company, or other entity controlled, owned, managed or otherwise associated with the Company;


(ii)	“ Assigned Customer Base ” shall include all accounts or customers formally assigned to Executive within a given territory or geographical area or contacted by Executive at any time during the eighteen (18) month period preceding Executive’s date of separation;


(iii)	“ Competitive Products ” shall include any product or service that directly or indirectly competes with, is substantially similar to, or serves as a reasonable substitute for, any product or service in research, development or design, or manufactured, produced, sold or distributed by the Company;


(iv)	“ Competitor ” shall mean the list of companies on Exhibit B, which can be changed at any time prior to 90 days before termination of employment by or of Executive by written notice to Executive, so long as the list does not exceed fifteen (15) companies and each of which is a material competitor of the Company.


(v)	“ Directly or indirectly ” shall be construed such that the foregoing restrictions shall apply equally to Executive whether performed individually or as a partner, shareholder, officer, director, manager, Executive, salesperson, independent contractor, broker, agent, or consultant for any other individual, partnership, firm, corporation, company, or other entity engaged in such conduct.


(vi)	“ Geographic Territory ” shall include any territory in which the Company has provided any services or sold any products at any time during the twenty-four (24) month period preceding Executive’s date of separation;


(vii)	“ Relevant Non-Compete Period ” shall include the period of Executive’s employment with the Company as well as a period of twelve (12) months after such employment is terminated, regardless of the reason for such termination provided.

(k)

such, Executive hereby agrees that such restrictions are valid and enforceable, and affirmatively waives any argument or defense to the contrary. Executive acknowledges that this limited noncompetition provision is not an attempt to prevent Executive from obtaining other employment in violation of IC § 22-5-3-1 or any other similar statute. Executive further acknowledges that the Company may need to take action, including litigation, to enforce this limited non-competition provision, which efforts the Parties stipulate shall not be deemed an attempt to prevent Executive from obtaining other employment.

(l)

(m)

(n)


(o)	Specific Enforcement/Injunctive Relief . Executive agrees that it would be difficult to measure any damages to the Company from a breach of the above-referenced restrictive covenants, but acknowledges that the potential for such damages would be great, incalculable and irremediable, and that monetary damages alone would be

an inadequate remedy. Accordingly, Executive agrees that the Company shall be entitled to immediate injunctive relief against such breach, or threatened breach, in any court having jurisdiction. In addition, if Executive violates any such restrictive covenant, Executive agrees that the period of such violation shall be added to the term of the restriction. In determining the period of any violation, the Parties stipulate that in any calendar month in which Executive engages in any activity in violation of such provisions, Executive shall be deemed to have violated such provision for the entire month, and that month shall be added to the duration of the non-competition provision. Executive acknowledges that the remedies described above shall not be the exclusive remedies, and the Company may seek any other remedy available to it either in law or in equity, including, by way of example only, statutory remedies for misappropriation of trade secrets, and including the recovery of compensatory or punitive damages. Executive further agrees that the Company shall be entitled to an award of all costs and attorneys’ fees incurred by it in any attempt to enforce the terms of this Agreement if the Company prevails.

(p)

14.


15.	Non-Jury Trials . Notwithstanding any right to a jury trial for any claims, Executive waives any such right to a jury trial, and agrees that any claim of any type (including but not limited to employment discrimination litigation, wage litigation, defamation, or any other claim) lodged in any court will be tried, if at all, without a jury.


16.	Choice of Forum . Executive acknowledges that the Company is primarily based in Indiana, and Executive understands and acknowledges the Company’s desire and need to defend any litigation against it in Illinois. Accordingly, the Parties agree that any claim of any type

brought by Executive against the Company or any of its employees or agents must be maintained only in a court sitting in Cook County, Illinois, or, if a federal court, the Northern District of Illinois. Executive further understands and acknowledges that in the event the Company initiates litigation against Executive, the Company may need to prosecute such litigation in such state where the Executive is subject to personal jurisdiction. Accordingly, for purposes of enforcement of this Agreement, Executive specifically consents to personal jurisdiction in the State of Illinois.

17.


18.	Titles . Titles are used for the purpose of convenience in this Agreement and shall be ignored in any construction of it.

19.

20.

21.

22.


23.	Other Remedies . The Executive agrees to execute and be bound by the terms and conditions of the Company’s Limited Recapture Agreement, and any applicable laws, rules and regulations.


24.	Voluntary and Knowing Execution . Executive acknowledges that Executive has been offered a reasonable amount of time within which to consider and review this Agreement; that Executive has carefully read and fully understands all of the provisions of this Agreement; and that Executive has entered into this Agreement knowingly and voluntarily, with the assistance of counsel.


25.	Liability Insurance . The Company shall cover the Executive under directors and officers liability insurance both during and, while potential liability exists, after the term of this Agreement in the same amount and to the same extent as the Company covers its other officers and non-independent directors.


26.	Tax Matters .


(a)	Withholding . The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.


(b)	Code Section 409A Notification . Executive acknowledges that Executive has been advised of the American Jobs Creation Act of 2004, which includes Internal Revenue Code Section 409A, and the regulations and guidance promulgated thereunder (collectively “ Code Section 409A ”), and which also significantly changed the taxation of nonqualified deferred compensation plans and arrangements.

(i)

(ii)

(iii)

(iv)


(v)	Executive acknowledges that, notwithstanding anything contained herein to the contrary, both Parties shall be independently responsible for assessing

their own risks and liabilities under Code Section 409A that may be associated with any payment made under the terms of this Agreement or any other arrangement which may be deemed to trigger Code Section 409A. Further, the Parties agree that each shall independently bear responsibility for any and all taxes, penalties or other tax obligations as may be imposed upon them in their individual capacity as a matter of law.

27.


28.	Counterparts . This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and both of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the Parties have signed this Agreement effective as of the day and year first above written.



EXECUTIVE	HILL-ROM HOLDINGS, INC.
Signed: __________________________ Name: Andreas Frank Dated: ___________________________	By: _____________________________ Title: Chief Human Resources Officer Dated: ___________________________

CAUTION: READ BEFORE SIGNING

Exhibit A

SAMPLE SEPARATION AND RELEASE AGREEMENT


3.	The Company agrees to provide Executive Severance Benefits on the termination of Executive’s employment, as provided for in Paragraph 10(d) of Executive’s Employment Agreement.


5.	In exchange for the Severance Benefits, Executive on behalf of [himself/herself] , [his/her] heirs, representatives, agents and assigns, [and anyone acting or claiming on [his/her] or their joint or several behalf,] hereby RELEASES, INDEMNIFIES, HOLDS HARMLESS,


7.	Executive further agrees and covenants not to sue the Company or any entity or individual subject to this Agreement with respect to any claims, demands, liabilities or obligations released by this Agreement provided, however, that nothing contained in this Agreement shall:


a.	prevent Executive from filing an administrative charge with the Equal Employment Opportunity Commission or any other federal state or local agency, or the United States Securities and Exchange Commission (“ SEC ”) Whistleblower unit or participating in investigations by those entities; or


b.	prevent employee from challenging, under the Older Worker’s Benefit Protection Act (29 U.S.C. § 626), the knowing and voluntary nature of Executive’s release of any age claims in this Agreement in court or before the Equal Employment Opportunity Commission.

The U.S. Defend Trade Secrets Act of 2016 (“ DTSA ”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Accordingly, the Parties have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.


10.	Insofar as this Agreement pertains to the release of Executive’s claims, if any, under the ADEA or other civil rights laws, the Parties acknowledge that it is their mutual and specific intent that the above waiver fully complies with the requirements of the OWBPA and any similar law governing release of claims. Accordingly, Executive hereby acknowledges that:


a.	Executive has carefully read and fully understands all of the provisions of this Agreement and that Executive has entered into this Agreement knowingly and voluntarily;


b.	The Severance Benefits offered in exchange for Executive’s release of claims exceed in kind and scope that to which Executive would have otherwise been legally entitled absent the execution of this Agreement;


c.	Prior to signing this Agreement, Executive had been advised, and is being advised by this Agreement, to consult with an attorney of Executive’s choice concerning its terms and conditions; and


d.	Executive has been offered at least twenty-one (21) days within which to review and consider this Agreement.


11.	[ADD THIS LANGUAGE IF THE EMPLOYEE IS IN CALIFORNIA] Executive specifically acknowledges that, as a condition of this Agreement, Executive expressly releases all rights and claims that Executive knows about as well as those Executive may not know about. Executive expressly waives all rights under Section 1542 of the Civil Code of the State of California, which reads as follows:


a.	“A general release does not extend to claims which the creditor does not know or suspect to exist in Executive’s favor at the time of executing the release which if known, must have materially affected Executive’s settlement with the debtor.”

12.


13.	Executive affirms that, as of the date of execution of this Agreement, Executive has filed no lawsuit, charge, claim or complaint with any governmental agency or in any court against the Company or the releasees described in Paragraph 5 herein.


14.	The provisions of Paragraphs 13 (Restrictive Covenants); 15 (Non-Jury Trials); 16 (Choice of Forum); 17 (Choice of Law); and 26 (Tax Matters) of the Employment Agreement are hereby expressly incorporated by reference.

15.

16.


17.	[Option A] Executive acknowledges that Executive’s termination and the Severance Benefits offered hereunder were based on an individual determination and were not offered in conjunction with any group termination or group severance program and waives any claim to the contrary.

18.

19.

20.

21.

22.


23.	Similarly, in the event that the Company breaches or threatens to breach any provision of this Agreement, Executive shall be entitled to seek any and all equitable or other available relief provided by law, specifically including immediate and permanent injunctive relief. In the event Executive is wholly unsuccessful, the Company shall be entitled to an award of its costs and attorneys’ fees.


24.	Both Parties acknowledge that this Agreement is entered into solely for the purpose of terminating Executive’s employment relationship with the Company on an amicable basis and shall not be construed as an admission of liability or wrongdoing by the Company or Executive, both Parties having expressly denied any such liability or wrongdoing.


25.	Each of the promises and obligations shall be binding upon and shall inure to the benefit of the heirs, executors, administrators, assigns and successors in interest of each of the Parties.


26.	Executive hereby represents and warrants that Executive has not previously assigned or purported to assign or transfer to any person or entity any of the claims or causes of action herein released.


27.	The Parties agree that each and every paragraph, sentence, clause, term and provision of this Agreement is severable and that, if any portion of this Agreement should be deemed not enforceable for any reason, such portion shall be stricken and the remaining portion or portions thereof should continue to be enforced to the fullest extent permitted by applicable law.


28.	This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois without regard to any applicable state’s choice of law provisions.


29.	Executive represents and acknowledges that in signing this Agreement Executive does not rely, and has not relied, upon any representation or statement made by the Company or by any of the Company’s Executives, officers, agents, stockholders, directors or attorneys with regard to the subject matter, basis or effect of this Agreement other than those specifically contained herein.

30.


31.	This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and both of which taken together shall constitute one and the same agreement.

PLEASE READ CAREFULLY. THIS RELEASE

AGREEMENT INCLUDES A COMPLETE RELEASE OF ALL

KNOWN AND UNKNOWN CLAIMS.



[EXECUTIVE]	COMPANY NAME
Signed: _________________________ Printed: _________________________ Dated: __________________________	By: ____________________________ Title: ___________________________ Dated: __________________________

Exhibit B

LIST OF COMPETITORS

EXHIBIT 10.50

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

P R E A M B L E

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“ Agreement ”) is entered into as of November 16, 2018 between Hill-Rom Holdings, Inc., an Indiana corporation (the “ Company ”), and Paul Johnson (“ Executive ”), and supersedes and replaces in its entirety that certain employment agreement entered into between the Company and Executive, dated May 2, 2016, as amended April 24, 2018 by that certain First Amendment thereto , the “ Prior Employment Agreement ”).

W I T N E S S E T H:


1.	Employment .

(a)

Continuing on the date hereof and ending as provided in Paragraph 9 herein, the Executive agrees to continue to serve as Senior Vice President, President Patient Support Systems for the Company, reporting to the Chief Executive Officer of the Company (the “ CEO ”). Executive agrees to perform all duties and responsibilities traditionally assigned to, or falling within the normal responsibilities of, an individual employed as Senior Vice President, President Patient Support Systems of the Company. Executive also agrees to perform any and all additional duties or responsibilities consistent with such position as may be assigned by the Board of Directors of the Company (the “ Board ”) or the CEO in its or his or her sole discretion.

(b)


4.	Compensation . For all services rendered by Executive on behalf of, or at the request of, the Company, in Executive’s capacity as Senior Vice President, President Patient Support Systems of the Company, Executive shall be compensated as follows during the Employment Term.

(a)

Base Salary . For the services performed by Executive under this Agreement, the Company shall pay Executive a base salary of Four Hundred Eighty-Four Thousand Dollars ($484,000) per year (“ Base Salary ”). The Base Salary shall be paid in the same increments as the Company’s normal payroll, but no less frequently than monthly, and prorated for any partial year of service during the Employment Term. Executive’s Base Salary shall be reviewed at least annually.

(b)

Bonus . The Executive shall participate in any short-term incentive compensation program as may be in effect from time to time, as determined solely at the discretion of the Board, or any other bonus program as the Company may establish from time to time in its sole discretion. For each fiscal year, the annual performance bonus target will be not less than 70% of Base Salary earned during such fiscal year (the “ Target Bonus ”). The Target Bonus will be based upon the performance measures and objectives established by the Board from time to time, but ultimately subject to the Compensation and Management Development Committee’s (“ Committee ”) discretion. The minimum annual performance bonus will be 0% of the Target Bonus and the maximum annual performance bonus will be 200% of the Target Bonus. Any bonus earned shall be paid no later than March 15th of the calendar year following the calendar year in which the applicable fiscal year ended, subject to the Executive remaining continuously employed with the Company through the date that such bonus is paid, except as otherwise expressly provided hereunder.


(c)	Equity Awards . The Executive shall be eligible to receive equity and other long-term incentive awards under the equity-based incentive compensation plans adopted by the Company during the Employment Term for which employees are generally eligible. The level of the Executive’s participation in any such plan, if any, shall be determined in the sole discretion of the Committee from time to time.

(d)


5.	Changes to Compensation . Notwithstanding anything contained herein to the contrary, Executive acknowledges that the Company specifically reserves the right to make changes to Executive’s compensation in its sole discretion including, but not limited to, modifying or eliminating a compensation component. The Parties agree that such changes shall be


6.	Direct Deposit . Within thirty (30) days of the date hereof, Executive agrees to make all necessary arrangements to have all sums paid pursuant to this Agreement direct deposited into one or more bank accounts as designated by Executive.


9.	Termination . The Executive’s employment with the Company and the Employment Term shall end early upon the first to occur of any of the following events:


(a)	Death . In the event Executive dies during the Employment Term, this Agreement shall automatically terminate upon the date of death of the Executive.

(b)


(c)	Cause . Executive’s employment may be terminated by the Company at any time for Cause without notice or prior warning. For purposes of this Agreement, “ Cause ” shall mean the Company’s good faith determination that Executive has:


(i)	Acted with gross neglect or willful misconduct in the discharge of Executive’s duties and responsibilities, or refused to follow or comply with the lawful direction of the Board or the terms and conditions of this Agreement; provided, however, that such refusal is not based primarily on Executive’s good faith compliance with applicable legal or ethical standards.


(ii)	Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal, unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Board’s reasonable opinion, to cause the Company, its officers or its directors significant embarrassment or ridicule.


(iii)	Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s code of ethics.


(iv)	Violated any provisions of the restrictive covenants listed in Paragraph 13.


(v)	Engaged in any act that, in the reasonable opinion of the Board, would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Executive acts in good faith for compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for Cause.


(vi)	Breached the warranties of Executive set forth in Paragraph 7 herein.


(vii)	Engaged in such other conduct recognized at law as constituting cause.

Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Executive’s employment, effective immediately, by providing notice thereof to Executive. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Executive to cure any violations of sub-paragraphs (ii), (iv) or (vi) and, therefore, no opportunity for cure need be provided in those circumstances. Notwithstanding the foregoing, the Company may not terminate the Executive’s employment for Cause unless (A) a determination that cause exists is made and approved by a majority of the Board, (B) if the circumstance giving rise to the issue is one of the provisions enumerated above that are capable of being cured the Executive is given at least ten (10) days’ written notice of the Board meeting called to make such determination, and (C) the Executive is given the opportunity to address the Board at such meeting.


(d)	Without Cause . The Parties agree that either party may terminate this employment relationship at any time, “ Without Cause ”, upon sixty (60) days’ advance written notice or, if terminated by the Company, pay in lieu of notice (hereinafter referred to as “ Notice Pay ”). However, in no event shall Executive be entitled to Notice Pay


(e)	Good Reason . Executive may terminate Executive’s employment and declare this Agreement to have been terminated for “ Good Reason ” upon the occurrence, without Executive’s consent, of any of the following circumstances:


(i)	the assignment to Executives of duties that are materially inconsistent with Executive’s position as Senior Vice President, President Patient Support Systems;


(ii)	the failure to elect or reelect Executive as Senior Vice President, President Patient Support Systems of the Company (unless such failure is related in any way to the Company’s decision to terminate Executive for Cause);

(iii)


(iv)	a failure by the Company to perform its obligations under this Employment Agreement; and


(v)	the relocation of the Company’s principal executive offices or Executive’s place of work to a location requiring a change of more than fifty (50) miles in Executive’s daily commute.


(f)	Voluntary Termination . Executive may voluntarily, and without Good Reason, terminate Executive’s employment for any reason.


(g)	Expiration of Employment Term; Non-Extension of Agreement . This Agreement may be terminated upon the expiration of the Employment Term due to a non-extension of the Agreement by the Company or the Executive.


10.	Consequences of Termination .


(a)	Death . In the event that Executive’s employment and the Employment Term ends on account of the Executive’s death, the Executive or the Executive’s estate, as the case may be, shall be entitled to the following (with the amounts due hereunder to be paid in accordance with the Company’s past practice and applicable law):


(i)	immediate vesting in the SERP, which shall be paid in accordance with the award agreements, benefits plans, past practice and applicable law (the “ SERP Benefit ”);


(ii)	any Base Salary, earned but unpaid through the date of termination; and

(iii)


(b)	Disability . In the event that the Executive’s employment and the Employment Term ends on account of the Executive’s Disability, the Company shall pay or provide to the Executive the Accrued Benefits and the SERP Benefit.


(c)	Termination for Cause; Voluntary Termination; Non-Extension of Employment Term . If the Executive’s employment is terminated (i) by the Company for Cause, (ii) by the Executive voluntarily and without Good Reason, or (iii) as a result of the non-extension of the Employment Term by either party as provided in Paragraph 9, the Company shall pay or provide to the Executive the Accrued Benefits.


(d)	Termination Without Cause or for Good Reason . In the event Executive’s employment is terminated by the Company Without Cause or by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, (subject to the provisions of Paragraph 26):


(i)	the Accrued Benefits;


(ii)	the SERP Benefit;

(iii)

overlap two calendar years, the first payment will be paid in the second (2nd) calendar year and shall include any missed payment;

(iv)

(v)

11.

Release . Any payments made pursuant to Paragraph 10(d) are contingent upon Executive materially complying with the restrictive covenants contained herein and executing a separation and release agreement in a form not substantially different from the form attached as Exhibit A (the “ Release ”). Further, the Company’s obligation to provide payments pursuant to Paragraph 10(d) shall be deemed null and void should Executive fail or refuse to execute and deliver to the Company the Company’s then standard Release (without modification) within any time period as may be prescribed by law or, in absence thereof, twenty-one (21) days after the Executive’s Effective Termination Date (as defined in the Release).


12.	Reaffirmation . Upon termination of Executive’s employment for any reason, Executive agrees, if requested to reaffirm in writing Executive’s post-employment obligation as set forth in this Agreement, that Executive will make such reaffirmation.


13.	Restrictive Covenants . The capitalized terms used, but not defined herein in Paragraphs 13(a) through 13(i), will have the meanings given to such terms in Paragraph 13(j).


(a)	Assignment of Rights .

(i)

(ii)


(A)	Inform the Company promptly and fully of such Inventions by written reports, setting forth in detail the procedures employed and the results achieved;


(B)	Assign to the Company all of Executive’s rights, title, and interests in and to such Inventions, any applications for United States and

foreign letters patent, any United States and foreign letters patent, and any renewals thereof granted upon such Inventions;


(C)	Assist the Company or its nominees, at the expense of the Company, to obtain such United States and foreign letters patent for such Inventions as the Company may elect; and

(D)

(b)

(c)

(d)


(e)	Non-Solicitation . During Executive’s employment and for a period of twelve (12) months thereafter, Executive agrees not to directly or indirectly engage in the following prohibited conduct:


(i)	Solicit, offer products or services to, or accept orders for, any Competitive Products or otherwise transact any competitive business on behalf of any Competitor;


(ii)	Attempt on behalf of any Competitor to entice or otherwise cause any third party to withdraw, curtail or cease doing business with the Company (or any Affiliate thereof), specifically including customers, vendors, independent contractors and other third-party entities;


(iii)	Except in the course of the Executive’s employment and for the benefit of the Company, disclose to any person or entity the identities, contacts or preferences of any customers of the Company (or any Affiliate thereof), or the identity of any other persons or entities having business dealings with the Company (or any Affiliate thereof);


(iv)	Induce any individual who has been employed by or had provided services to the Company (or any Affiliate thereof) within the six (6) month period immediately preceding the effective date of Executive’s separation to terminate such relationship with the Company (or any Affiliate thereof);


(v)	Assist, coordinate or otherwise offer employment to, accept employment inquiries from, or employ any individual who is or had been employed by the Company (or any Affiliate thereof) at any time within the six (6) month period immediately preceding such offer, or inquiry;


(vi)	Communicate or indicate in any way to any customer of the Company (or any Affiliate thereof), prior to formal separation from the Company, any interest, desire, plan, or decision to separate from the Company; other than by way of long term retirement plans; or


(vii)	Otherwise attempt on behalf of any Competitor to directly or indirectly interfere with the Company’s business, the business of any of the Companies or their relationship with their employees, consultants, independent contractors or customers.


(f)	Limited Non-Compete . For the above-stated reasons, and as a condition of employment to the fullest extent permitted by law, Executive agrees during the Relevant Non‑Compete Period not to directly or indirectly engage in the following competitive activities:

(i)


(ii)	Executive shall not engage in any research, development, production, sale or distribution of any Competitive Products on behalf of a Competitor;


(iii)	Executive shall not market, sell, or otherwise offer or provide any Competitive Products within any Geographic Territory on behalf of a Competitor; or


(iv)	Executive shall not distribute, market, sell or otherwise offer or provide any Competitive Products to any customer of the Company on behalf of a Competitor.

(g)


(h)	Further Covenants .

(i)

(ii)

(i)


(j)	Non-Compete Definitions . For purposes of this Agreement, the Parties agree that the following terms shall apply:


(i)	“ Affiliate ” includes any parent, subsidiary, joint venture, sister company, or other entity controlled, owned, managed or otherwise associated with the Company;


(ii)	“ Assigned Customer Base ” shall include all accounts or customers formally assigned to Executive within a given territory or geographical area or contacted by Executive at any time during the eighteen (18) month period preceding Executive’s date of separation;


(iii)	“ Competitive Products ” shall include any product or service that directly or indirectly competes with, is substantially similar to, or serves as a reasonable substitute for, any product or service in research, development or design, or manufactured, produced, sold or distributed by the Company;


(iv)	“ Competitor ” shall mean the list of companies on Exhibit B, which can be changed at any time prior to 90 days before termination of employment by or of Executive by written notice to Executive, so long as the list does not exceed fifteen (15) companies and each of which is a material competitor of the Company.


(v)	“ Directly or indirectly ” shall be construed such that the foregoing restrictions shall apply equally to Executive whether performed individually or as a partner, shareholder, officer, director, manager, Executive, salesperson, independent contractor, broker, agent, or consultant for any other individual, partnership, firm, corporation, company, or other entity engaged in such conduct.


(vi)	“ Geographic Territory ” shall include any territory in which the Company has provided any services or sold any products at any time during the twenty-four (24) month period preceding Executive’s date of separation;


(vii)	“ Relevant Non-Compete Period ” shall include the period of Executive’s employment with the Company as well as a period of twelve (12) months after such employment is terminated, regardless of the reason for such termination provided.

(k)

(l)

(m)

(n)


(o)	Specific Enforcement/Injunctive Relief . Executive agrees that it would be difficult to measure any damages to the Company from a breach of the above-referenced restrictive covenants, but acknowledges that the potential for such damages would be great, incalculable and irremediable, and that monetary damages alone would be

(p)

14.


15.	Non-Jury Trials . Notwithstanding any right to a jury trial for any claims, Executive waives any such right to a jury trial, and agrees that any claim of any type (including but not limited to employment discrimination litigation, wage litigation, defamation, or any other claim) lodged in any court will be tried, if at all, without a jury.


16.	Choice of Forum . Executive acknowledges that the Company is primarily based in Indiana, and Executive understands and acknowledges the Company’s desire and need to defend any litigation against it in Illinois. Accordingly, the Parties agree that any claim of any type

17.


18.	Titles . Titles are used for the purpose of convenience in this Agreement and shall be ignored in any construction of it.

19.

20.

21.

22.


23.	Other Remedies . The Executive agrees to execute and be bound by the terms and conditions of the Company’s Limited Recapture Agreement, and any applicable laws, rules and regulations.


24.	Voluntary and Knowing Execution . Executive acknowledges that Executive has been offered a reasonable amount of time within which to consider and review this Agreement; that Executive has carefully read and fully understands all of the provisions of this Agreement; and that Executive has entered into this Agreement knowingly and voluntarily, with the assistance of counsel.


25.	Liability Insurance . The Company shall cover the Executive under directors and officers liability insurance both during and, while potential liability exists, after the term of this Agreement in the same amount and to the same extent as the Company covers its other officers and non-independent directors.


26.	Tax Matters .


(a)	Withholding . The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.


(b)	Code Section 409A Notification . Executive acknowledges that Executive has been advised of the American Jobs Creation Act of 2004, which includes Internal Revenue Code Section 409A, and the regulations and guidance promulgated thereunder (collectively “ Code Section 409A ”), and which also significantly changed the taxation of nonqualified deferred compensation plans and arrangements.

(i)

(ii)

(iii)

(iv)


(v)	Executive acknowledges that, notwithstanding anything contained herein to the contrary, both Parties shall be independently responsible for assessing

27.


28.	Counterparts . This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and both of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the Parties have signed this Agreement effective as of the day and year first above written.



EXECUTIVE	HILL-ROM HOLDINGS, INC.
Signed: __________________________ Name: Paul Johnson Dated: ___________________________	By: _____________________________ Title: Chief Human Resources Officer Dated: ___________________________

CAUTION: READ BEFORE SIGNING

Exhibit A

SAMPLE SEPARATION AND RELEASE AGREEMENT


3.	The Company agrees to provide Executive Severance Benefits on the termination of Executive’s employment, as provided for in Paragraph 10(d) of Executive’s Employment Agreement.


5.	In exchange for the Severance Benefits, Executive on behalf of [himself/herself] , [his/her] heirs, representatives, agents and assigns, [and anyone acting or claiming on [his/her] or their joint or several behalf,] hereby RELEASES, INDEMNIFIES, HOLDS HARMLESS,


7.	Executive further agrees and covenants not to sue the Company or any entity or individual subject to this Agreement with respect to any claims, demands, liabilities or obligations released by this Agreement provided, however, that nothing contained in this Agreement shall:


a.	prevent Executive from filing an administrative charge with the Equal Employment Opportunity Commission or any other federal state or local agency, or the United States Securities and Exchange Commission (“ SEC ”) Whistleblower unit or participating in investigations by those entities; or


b.	prevent employee from challenging, under the Older Worker’s Benefit Protection Act (29 U.S.C. § 626), the knowing and voluntary nature of Executive’s release of any age claims in this Agreement in court or before the Equal Employment Opportunity Commission.

The U.S. Defend Trade Secrets Act of 2016 (“ DTSA ”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Accordingly, the Parties have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.


10.	Insofar as this Agreement pertains to the release of Executive’s claims, if any, under the ADEA or other civil rights laws, the Parties acknowledge that it is their mutual and specific intent that the above waiver fully complies with the requirements of the OWBPA and any similar law governing release of claims. Accordingly, Executive hereby acknowledges that:


a.	Executive has carefully read and fully understands all of the provisions of this Agreement and that Executive has entered into this Agreement knowingly and voluntarily;


b.	The Severance Benefits offered in exchange for Executive’s release of claims exceed in kind and scope that to which Executive would have otherwise been legally entitled absent the execution of this Agreement;


c.	Prior to signing this Agreement, Executive had been advised, and is being advised by this Agreement, to consult with an attorney of Executive’s choice concerning its terms and conditions; and


d.	Executive has been offered at least twenty-one (21) days within which to review and consider this Agreement.


11.	[ADD THIS LANGUAGE IF THE EMPLOYEE IS IN CALIFORNIA] Executive specifically acknowledges that, as a condition of this Agreement, Executive expressly releases all rights and claims that Executive knows about as well as those Executive may not know about. Executive expressly waives all rights under Section 1542 of the Civil Code of the State of California, which reads as follows:


a.	“A general release does not extend to claims which the creditor does not know or suspect to exist in Executive’s favor at the time of executing the release which if known, must have materially affected Executive’s settlement with the debtor.”

12.


13.	Executive affirms that, as of the date of execution of this Agreement, Executive has filed no lawsuit, charge, claim or complaint with any governmental agency or in any court against the Company or the releasees described in Paragraph 5 herein.


14.	The provisions of Paragraphs 13 (Restrictive Covenants); 15 (Non-Jury Trials); 16 (Choice of Forum); 17 (Choice of Law); and 26 (Tax Matters) of the Employment Agreement are hereby expressly incorporated by reference.

15.

16.


17.	[Option A] Executive acknowledges that Executive’s termination and the Severance Benefits offered hereunder were based on an individual determination and were not offered in conjunction with any group termination or group severance program and waives any claim to the contrary.

18.

19.

20.

21.

22.


23.	Similarly, in the event that the Company breaches or threatens to breach any provision of this Agreement, Executive shall be entitled to seek any and all equitable or other available relief provided by law, specifically including immediate and permanent injunctive relief. In the event Executive is wholly unsuccessful, the Company shall be entitled to an award of its costs and attorneys’ fees.


24.	Both Parties acknowledge that this Agreement is entered into solely for the purpose of terminating Executive’s employment relationship with the Company on an amicable basis and shall not be construed as an admission of liability or wrongdoing by the Company or Executive, both Parties having expressly denied any such liability or wrongdoing.


25.	Each of the promises and obligations shall be binding upon and shall inure to the benefit of the heirs, executors, administrators, assigns and successors in interest of each of the Parties.


26.	Executive hereby represents and warrants that Executive has not previously assigned or purported to assign or transfer to any person or entity any of the claims or causes of action herein released.


27.	The Parties agree that each and every paragraph, sentence, clause, term and provision of this Agreement is severable and that, if any portion of this Agreement should be deemed not enforceable for any reason, such portion shall be stricken and the remaining portion or portions thereof should continue to be enforced to the fullest extent permitted by applicable law.


28.	This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois without regard to any applicable state’s choice of law provisions.


29.	Executive represents and acknowledges that in signing this Agreement Executive does not rely, and has not relied, upon any representation or statement made by the Company or by any of the Company’s Executives, officers, agents, stockholders, directors or attorneys with regard to the subject matter, basis or effect of this Agreement other than those specifically contained herein.

30.


31.	This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and both of which taken together shall constitute one and the same agreement.

PLEASE READ CAREFULLY. THIS RELEASE

AGREEMENT INCLUDES A COMPLETE RELEASE OF ALL

KNOWN AND UNKNOWN CLAIMS.



[EXECUTIVE]	COMPANY NAME
Signed: _________________________ Printed: _________________________ Dated: __________________________	By: ____________________________ Title: ___________________________ Dated: __________________________

Exhibit B

LIST OF COMPETITORS

EXHIBIT 10.51

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

P R E A M B L E

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“ Agreement ”) is entered into as of November 16, 2018 between Hill-Rom Holdings, Inc., an Indiana corporation (the “ Company ”), and Ken Meyers (“ Executive ”), and supersedes and replaces in its entirety that certain employment agreement entered into between the Company and Executive, dated September 21, 2015, as amended April 24, 2018 by that certain First Amendment thereto , the “ Prior Employment Agreement ”).

W I T N E S S E T H:


1.	Employment .

(a)

Continuing on the date hereof and ending as provided in Paragraph 9 herein, the Executive agrees to continue to serve as Senior Vice President, Chief Human Resources Officer for the Company, reporting to the Chief Executive Officer of the Company (the “ CEO ”). Executive agrees to perform all duties and responsibilities traditionally assigned to, or falling within the normal responsibilities of, an individual employed as Senior Vice President, Chief Human Resources Officer of the Company. Executive also agrees to perform any and all additional duties or responsibilities consistent with such position as may be assigned by the Board of Directors of the Company (the “ Board ”) or the CEO in its or his or her sole discretion.

(b)


4.	Compensation . For all services rendered by Executive on behalf of, or at the request of, the Company, in Executive’s capacity as Senior Vice President, Chief Human Resources Officer of the Company, Executive shall be compensated as follows during the Employment Term.

(a)

Base Salary . For the services performed by Executive under this Agreement, the Company shall pay Executive a base salary of Four Hundred Sixty-Five Thousand Dollars ($465,000) per year (“ Base Salary ”). The Base Salary shall be paid in the same increments as the Company’s normal payroll, but no less frequently than monthly, and prorated for any partial year of service during the Employment Term. Executive’s Base Salary shall be reviewed at least annually.

(b)

Bonus . The Executive shall participate in any short-term incentive compensation program as may be in effect from time to time, as determined solely at the discretion of the Board, or any other bonus program as the Company may establish from time to time in its sole discretion. For each fiscal year, the annual performance bonus target will be not less than 60% of Base Salary earned during such fiscal year (the “ Target Bonus ”). The Target Bonus will be based upon the performance measures and objectives established by the Board from time to time, but ultimately subject to the Compensation and Management Development Committee’s (“ Committee ”) discretion. The minimum annual performance bonus will be 0% of the Target Bonus and the maximum annual performance bonus will be 200% of the Target Bonus. Any bonus earned shall be paid no later than March 15th of the calendar year following the calendar year in which the applicable fiscal year ended, subject to the Executive remaining continuously employed with the Company through the date that such bonus is paid, except as otherwise expressly provided hereunder.


(c)	Equity Awards . The Executive shall be eligible to receive equity and other long-term incentive awards under the equity-based incentive compensation plans adopted by the Company during the Employment Term for which employees are generally eligible. The level of the Executive’s participation in any such plan, if any, shall be determined in the sole discretion of the Committee from time to time.

(d)


5.	Changes to Compensation . Notwithstanding anything contained herein to the contrary, Executive acknowledges that the Company specifically reserves the right to make changes to Executive’s compensation in its sole discretion including, but not limited to, modifying or eliminating a compensation component. The Parties agree that such changes shall be


6.	Direct Deposit . Within thirty (30) days of the date hereof, Executive agrees to make all necessary arrangements to have all sums paid pursuant to this Agreement direct deposited into one or more bank accounts as designated by Executive.


9.	Termination . The Executive’s employment with the Company and the Employment Term shall end early upon the first to occur of any of the following events:


(a)	Death . In the event Executive dies during the Employment Term, this Agreement shall automatically terminate upon the date of death of the Executive.

(b)


(c)	Cause . Executive’s employment may be terminated by the Company at any time for Cause without notice or prior warning. For purposes of this Agreement, “ Cause ” shall mean the Company’s good faith determination that Executive has:


(i)	Acted with gross neglect or willful misconduct in the discharge of Executive’s duties and responsibilities, or refused to follow or comply with the lawful direction of the Board or the terms and conditions of this Agreement; provided, however, that such refusal is not based primarily on Executive’s good faith compliance with applicable legal or ethical standards.


(ii)	Acquiesced or participated in any conduct that is dishonest, fraudulent, illegal, unethical, involves moral turpitude or is otherwise illegal and involves conduct that has the potential, in the Board’s reasonable opinion, to cause the Company, its officers or its directors significant embarrassment or ridicule.


(iii)	Violated a material requirement of any Company policy or procedure, specifically including a violation of the Company’s code of ethics.


(iv)	Violated any provisions of the restrictive covenants listed in Paragraph 13.


(v)	Engaged in any act that, in the reasonable opinion of the Board, would hold the Company, its officers or directors up to probable civil or criminal liability, provided that, if Executive acts in good faith for compliance with applicable legal or ethical standards, such actions shall not be grounds for termination for Cause.


(vi)	Breached the warranties of Executive set forth in Paragraph 7 herein.


(vii)	Engaged in such other conduct recognized at law as constituting cause.

Upon the occurrence or discovery of any event specified above, the Company shall have the right to terminate Executive’s employment, effective immediately, by providing notice thereof to Executive. Absent written mutual agreement otherwise, the Parties agree in advance that it is not possible for Executive to cure any violations of sub-paragraphs (ii), (iv) or (vi) and, therefore, no opportunity for cure need be provided in those circumstances. Notwithstanding the foregoing, the Company may not terminate the Executive’s employment for Cause unless (A) a determination that cause exists is made and approved by a majority of the Board, (B) if the circumstance giving rise to the issue is one of the provisions enumerated above that are capable of being cured the Executive is given at least ten (10) days’ written notice of the Board meeting called to make such determination, and (C) the Executive is given the opportunity to address the Board at such meeting.


(d)	Without Cause . The Parties agree that either party may terminate this employment relationship at any time, “ Without Cause ”, upon sixty (60) days’ advance written notice or, if terminated by the Company, pay in lieu of notice (hereinafter referred to as “ Notice Pay ”). However, in no event shall Executive be entitled to Notice Pay


(e)	Good Reason . Executive may terminate Executive’s employment and declare this Agreement to have been terminated for “ Good Reason ” upon the occurrence, without Executive’s consent, of any of the following circumstances:


(i)	the assignment to Executives of duties that are materially inconsistent with Executive’s position as Senior Vice President, Chief Human Resources Officer;


(ii)	the failure to elect or reelect Executive as Senior Vice President, Chief Human Resources Officer of the Company (unless such failure is related in any way to the Company’s decision to terminate Executive for Cause);

(iii)


(iv)	a failure by the Company to perform its obligations under this Employment Agreement; and


(v)	the relocation of the Company’s principal executive offices or Executive’s place of work to a location requiring a change of more than fifty (50) miles in Executive’s daily commute.


(f)	Voluntary Termination . Executive may voluntarily, and without Good Reason, terminate Executive’s employment for any reason.


(g)	Expiration of Employment Term; Non-Extension of Agreement . This Agreement may be terminated upon the expiration of the Employment Term due to a non-extension of the Agreement by the Company or the Executive.


10.	Consequences of Termination .


(a)	Death . In the event that Executive’s employment and the Employment Term ends on account of the Executive’s death, the Executive or the Executive’s estate, as the case may be, shall be entitled to the following (with the amounts due hereunder to be paid in accordance with the Company’s past practice and applicable law):


(i)	immediate vesting in the SERP, which shall be paid in accordance with the award agreements, benefits plans, past practice and applicable law (the “ SERP Benefit ”);


(ii)	any Base Salary, earned but unpaid through the date of termination; and

(iii)


(b)	Disability . In the event that the Executive’s employment and the Employment Term ends on account of the Executive’s Disability, the Company shall pay or provide to the Executive the Accrued Benefits and the SERP Benefit.


(c)	Termination for Cause; Voluntary Termination; Non-Extension of Employment Term . If the Executive’s employment is terminated (i) by the Company for Cause, (ii) by the Executive voluntarily and without Good Reason, or (iii) as a result of the non-extension of the Employment Term by either party as provided in Paragraph 9, the Company shall pay or provide to the Executive the Accrued Benefits.


(d)	Termination Without Cause or for Good Reason . In the event Executive’s employment is terminated by the Company Without Cause or by the Executive for Good Reason, the Company shall pay or provide the Executive with the following, (subject to the provisions of Paragraph 26):


(i)	the Accrued Benefits;


(ii)	the SERP Benefit;

(iii)

overlap two calendar years, the first payment will be paid in the second (2nd) calendar year and shall include any missed payment;

(iv)

(v)

11.

Release . Any payments made pursuant to Paragraph 10(d) are contingent upon Executive materially complying with the restrictive covenants contained herein and executing a separation and release agreement in a form not substantially different from the form attached as Exhibit A (the “ Release ”). Further, the Company’s obligation to provide payments pursuant to Paragraph 10(d) shall be deemed null and void should Executive fail or refuse to execute and deliver to the Company the Company’s then standard Release (without modification) within any time period as may be prescribed by law or, in absence thereof, twenty-one (21) days after the Executive’s Effective Termination Date (as defined in the Release).


12.	Reaffirmation . Upon termination of Executive’s employment for any reason, Executive agrees, if requested to reaffirm in writing Executive’s post-employment obligation as set forth in this Agreement, that Executive will make such reaffirmation.


13.	Restrictive Covenants . The capitalized terms used, but not defined herein in Paragraphs 13(a) through 13(i), will have the meanings given to such terms in Paragraph 13(j).


(a)	Assignment of Rights .

(i)

(ii)


(A)	Inform the Company promptly and fully of such Inventions by written reports, setting forth in detail the procedures employed and the results achieved;


(B)	Assign to the Company all of Executive’s rights, title, and interests in and to such Inventions, any applications for United States and

foreign letters patent, any United States and foreign letters patent, and any renewals thereof granted upon such Inventions;


(C)	Assist the Company or its nominees, at the expense of the Company, to obtain such United States and foreign letters patent for such Inventions as the Company may elect; and

(D)

(b)

(c)

(d)


(e)	Non-Solicitation . During Executive’s employment and for a period of twelve (12) months thereafter, Executive agrees not to directly or indirectly engage in the following prohibited conduct:


(i)	Solicit, offer products or services to, or accept orders for, any Competitive Products or otherwise transact any competitive business on behalf of any Competitor;


(ii)	Attempt on behalf of any Competitor to entice or otherwise cause any third party to withdraw, curtail or cease doing business with the Company (or any Affiliate thereof), specifically including customers, vendors, independent contractors and other third-party entities;


(iii)	Except in the course of the Executive’s employment and for the benefit of the Company, disclose to any person or entity the identities, contacts or preferences of any customers of the Company (or any Affiliate thereof), or the identity of any other persons or entities having business dealings with the Company (or any Affiliate thereof);


(iv)	Induce any individual who has been employed by or had provided services to the Company (or any Affiliate thereof) within the six (6) month period immediately preceding the effective date of Executive’s separation to terminate such relationship with the Company (or any Affiliate thereof);


(v)	Assist, coordinate or otherwise offer employment to, accept employment inquiries from, or employ any individual who is or had been employed by the Company (or any Affiliate thereof) at any time within the six (6) month period immediately preceding such offer, or inquiry;


(vi)	Communicate or indicate in any way to any customer of the Company (or any Affiliate thereof), prior to formal separation from the Company, any interest, desire, plan, or decision to separate from the Company; other than by way of long term retirement plans; or


(vii)	Otherwise attempt on behalf of any Competitor to directly or indirectly interfere with the Company’s business, the business of any of the Companies or their relationship with their employees, consultants, independent contractors or customers.


(f)	Limited Non-Compete . For the above-stated reasons, and as a condition of employment to the fullest extent permitted by law, Executive agrees during the Relevant Non‑Compete Period not to directly or indirectly engage in the following competitive activities:

(i)


(ii)	Executive shall not engage in any research, development, production, sale or distribution of any Competitive Products on behalf of a Competitor;


(iii)	Executive shall not market, sell, or otherwise offer or provide any Competitive Products within any Geographic Territory on behalf of a Competitor; or


(iv)	Executive shall not distribute, market, sell or otherwise offer or provide any Competitive Products to any customer of the Company on behalf of a Competitor.

(g)


(h)	Further Covenants .

(i)

(ii)

(i)


(j)	Non-Compete Definitions . For purposes of this Agreement, the Parties agree that the following terms shall apply:


(i)	“ Affiliate ” includes any parent, subsidiary, joint venture, sister company, or other entity controlled, owned, managed or otherwise associated with the Company;


(ii)	“ Assigned Customer Base ” shall include all accounts or customers formally assigned to Executive within a given territory or geographical area or contacted by Executive at any time during the eighteen (18) month period preceding Executive’s date of separation;


(iii)	“ Competitive Products ” shall include any product or service that directly or indirectly competes with, is substantially similar to, or serves as a reasonable substitute for, any product or service in research, development or design, or manufactured, produced, sold or distributed by the Company;


(iv)	“ Competitor ” shall mean the list of companies on Exhibit B, which can be changed at any time prior to 90 days before termination of employment by or of Executive by written notice to Executive, so long as the list does not exceed fifteen (15) companies and each of which is a material competitor of the Company.


(v)	“ Directly or indirectly ” shall be construed such that the foregoing restrictions shall apply equally to Executive whether performed individually or as a partner, shareholder, officer, director, manager, Executive, salesperson, independent contractor, broker, agent, or consultant for any other individual, partnership, firm, corporation, company, or other entity engaged in such conduct.


(vi)	“ Geographic Territory ” shall include any territory in which the Company has provided any services or sold any products at any time during the twenty-four (24) month period preceding Executive’s date of separation;


(vii)	“ Relevant Non-Compete Period ” shall include the period of Executive’s employment with the Company as well as a period of twelve (12) months after such employment is terminated, regardless of the reason for such termination provided.

(k)

(l)

(m)

(n)


(o)	Specific Enforcement/Injunctive Relief . Executive agrees that it would be difficult to measure any damages to the Company from a breach of the above-referenced restrictive covenants, but acknowledges that the potential for such damages would be great, incalculable and irremediable, and that monetary damages alone would be

(p)

14.


15.	Non-Jury Trials . Notwithstanding any right to a jury trial for any claims, Executive waives any such right to a jury trial, and agrees that any claim of any type (including but not limited to employment discrimination litigation, wage litigation, defamation, or any other claim) lodged in any court will be tried, if at all, without a jury.


16.	Choice of Forum . Executive acknowledges that the Company is primarily based in Indiana, and Executive understands and acknowledges the Company’s desire and need to defend any litigation against it in Illinois. Accordingly, the Parties agree that any claim of any type

17.


18.	Titles . Titles are used for the purpose of convenience in this Agreement and shall be ignored in any construction of it.

19.

20.

21.

22.


23.	Other Remedies . The Executive agrees to execute and be bound by the terms and conditions of the Company’s Limited Recapture Agreement, and any applicable laws, rules and regulations.


24.	Voluntary and Knowing Execution . Executive acknowledges that Executive has been offered a reasonable amount of time within which to consider and review this Agreement; that Executive has carefully read and fully understands all of the provisions of this Agreement; and that Executive has entered into this Agreement knowingly and voluntarily, with the assistance of counsel.


25.	Liability Insurance . The Company shall cover the Executive under directors and officers liability insurance both during and, while potential liability exists, after the term of this Agreement in the same amount and to the same extent as the Company covers its other officers and non-independent directors.


26.	Tax Matters .


(a)	Withholding . The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.


(b)	Code Section 409A Notification . Executive acknowledges that Executive has been advised of the American Jobs Creation Act of 2004, which includes Internal Revenue Code Section 409A, and the regulations and guidance promulgated thereunder (collectively “ Code Section 409A ”), and which also significantly changed the taxation of nonqualified deferred compensation plans and arrangements.

(i)

(ii)

(iii)

(iv)


(v)	Executive acknowledges that, notwithstanding anything contained herein to the contrary, both Parties shall be independently responsible for assessing

27.


28.	Counterparts . This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and both of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the Parties have signed this Agreement effective as of the day and year first above written.



EXECUTIVE	HILL-ROM HOLDINGS, INC.
Signed: __________________________ Name: Ken Meyers Dated: ___________________________	By: _____________________________ Title: Chief Legal Officer Dated: ___________________________

CAUTION: READ BEFORE SIGNING

Exhibit A

SAMPLE SEPARATION AND RELEASE AGREEMENT


3.	The Company agrees to provide Executive Severance Benefits on the termination of Executive’s employment, as provided for in Paragraph 10(d) of Executive’s Employment Agreement.


5.	In exchange for the Severance Benefits, Executive on behalf of [himself/herself] , [his/her] heirs, representatives, agents and assigns, [and anyone acting or claiming on [his/her] or their joint or several behalf,] hereby RELEASES, INDEMNIFIES, HOLDS HARMLESS,


7.	Executive further agrees and covenants not to sue the Company or any entity or individual subject to this Agreement with respect to any claims, demands, liabilities or obligations released by this Agreement provided, however, that nothing contained in this Agreement shall:


a.	prevent Executive from filing an administrative charge with the Equal Employment Opportunity Commission or any other federal state or local agency, or the United States Securities and Exchange Commission (“ SEC ”) Whistleblower unit or participating in investigations by those entities; or


b.	prevent employee from challenging, under the Older Worker’s Benefit Protection Act (29 U.S.C. § 626), the knowing and voluntary nature of Executive’s release of any age claims in this Agreement in court or before the Equal Employment Opportunity Commission.

The U.S. Defend Trade Secrets Act of 2016 (“ DTSA ”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Accordingly, the Parties have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.


10.	Insofar as this Agreement pertains to the release of Executive’s claims, if any, under the ADEA or other civil rights laws, the Parties acknowledge that it is their mutual and specific intent that the above waiver fully complies with the requirements of the OWBPA and any similar law governing release of claims. Accordingly, Executive hereby acknowledges that:


a.	Executive has carefully read and fully understands all of the provisions of this Agreement and that Executive has entered into this Agreement knowingly and voluntarily;


b.	The Severance Benefits offered in exchange for Executive’s release of claims exceed in kind and scope that to which Executive would have otherwise been legally entitled absent the execution of this Agreement;


c.	Prior to signing this Agreement, Executive had been advised, and is being advised by this Agreement, to consult with an attorney of Executive’s choice concerning its terms and conditions; and


d.	Executive has been offered at least twenty-one (21) days within which to review and consider this Agreement.


11.	[ADD THIS LANGUAGE IF THE EMPLOYEE IS IN CALIFORNIA] Executive specifically acknowledges that, as a condition of this Agreement, Executive expressly releases all rights and claims that Executive knows about as well as those Executive may not know about. Executive expressly waives all rights under Section 1542 of the Civil Code of the State of California, which reads as follows:


a.	“A general release does not extend to claims which the creditor does not know or suspect to exist in Executive’s favor at the time of executing the release which if known, must have materially affected Executive’s settlement with the debtor.”

12.


13.	Executive affirms that, as of the date of execution of this Agreement, Executive has filed no lawsuit, charge, claim or complaint with any governmental agency or in any court against the Company or the releasees described in Paragraph 5 herein.


14.	The provisions of Paragraphs 13 (Restrictive Covenants); 15 (Non-Jury Trials); 16 (Choice of Forum); 17 (Choice of Law); and 26 (Tax Matters) of the Employment Agreement are hereby expressly incorporated by reference.

15.

16.


17.	[Option A] Executive acknowledges that Executive’s termination and the Severance Benefits offered hereunder were based on an individual determination and were not offered in conjunction with any group termination or group severance program and waives any claim to the contrary.

18.

19.

20.

21.

22.


23.	Similarly, in the event that the Company breaches or threatens to breach any provision of this Agreement, Executive shall be entitled to seek any and all equitable or other available relief provided by law, specifically including immediate and permanent injunctive relief. In the event Executive is wholly unsuccessful, the Company shall be entitled to an award of its costs and attorneys’ fees.


24.	Both Parties acknowledge that this Agreement is entered into solely for the purpose of terminating Executive’s employment relationship with the Company on an amicable basis and shall not be construed as an admission of liability or wrongdoing by the Company or Executive, both Parties having expressly denied any such liability or wrongdoing.


25.	Each of the promises and obligations shall be binding upon and shall inure to the benefit of the heirs, executors, administrators, assigns and successors in interest of each of the Parties.


26.	Executive hereby represents and warrants that Executive has not previously assigned or purported to assign or transfer to any person or entity any of the claims or causes of action herein released.


27.	The Parties agree that each and every paragraph, sentence, clause, term and provision of this Agreement is severable and that, if any portion of this Agreement should be deemed not enforceable for any reason, such portion shall be stricken and the remaining portion or portions thereof should continue to be enforced to the fullest extent permitted by applicable law.


28.	This Agreement shall be governed by and interpreted in accordance with the laws of the State of Illinois without regard to any applicable state’s choice of law provisions.


29.	Executive represents and acknowledges that in signing this Agreement Executive does not rely, and has not relied, upon any representation or statement made by the Company or by any of the Company’s Executives, officers, agents, stockholders, directors or attorneys with regard to the subject matter, basis or effect of this Agreement other than those specifically contained herein.

30.


31.	This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and both of which taken together shall constitute one and the same agreement.

PLEASE READ CAREFULLY. THIS RELEASE

AGREEMENT INCLUDES A COMPLETE RELEASE OF ALL

KNOWN AND UNKNOWN CLAIMS.



[EXECUTIVE]	COMPANY NAME
Signed: _________________________ Printed: _________________________ Dated: __________________________	By: ____________________________ Title: ___________________________ Dated: __________________________

Exhibit B

LIST OF COMPETITORS

EXHIBIT 21

HILL-ROM HOLDINGS, INC.

SUBSIDIARIES OF THE REGISTRANT

All subsidiaries of the Company as of November 16, 2018 are wholly-owned Indiana corporations, unless otherwise noted.

Subsidiaries of Hill-Rom Holdings, Inc.

Hill-Rom, Inc.

Eagle Acquisition Sub B.V., a Netherlands corporation

Huntersville Insurance Company, Inc., a Utah corporation

Comfort Holdings, Inc.

Jointly owned subsidiary of Hill-Rom Holdings, Inc. and Hill-Rom EU LLP

Welch Allyn, Inc., a New York corporation

Subsidiaries of Hill-Rom, Inc.

Advanced Respiratory, Inc., a Minnesota corporation

Allen Medical Systems, Inc.

Hill-Rom Services, Inc.

Aspen Surgical Products Holding, Inc., a Delaware corporation

Subsidiary of Comfort Holdings, Inc.

Anodyne Medical Device, Inc., a Delaware corporation

Subsidiary of Anodyne Medical Device, Inc.

AMF Support Surfaces, Inc., a California corporation

Subsidiary of Allen Medical Systems, Inc.

AMATECH Corporation

Subsidiary of Aspen Surgical Products Holding, Inc.

Aspen Surgical Products, Inc., a Michigan corporation

Subsidiary of Aspen Surgical Products, Inc.

Aspen Surgical Puerto Rico Corp., a Puerto Rico corporation

Jointly owned subsidiary of Hill-Rom, Inc. and Advanced Respiratory, Inc.

Hill-Rom Company, Inc.

Subsidiaries of Hill-Rom Company, Inc.

Hill-Rom International, Inc.

MEDIQ/PRN Life Support Systems, LLC, an Indiana limited liability company

Hill-Rom Logistics, LLC, an Indiana limited liability company

Hill-Rom Company Real Estate Holdings, LLC, a Delaware limited liability company

Hill-Rom Finance Company LLC, a Delaware limited liability company

Subsidiary of Hill-Rom Services, Inc.

Hill-Rom Manufacturing, Inc.

Subsidiary of Hill-Rom Manufacturing, Inc.

Hill-Rom Finance Limited Partner, Inc.

Hill-Rom Manufacturing Real Estate Holdings, LLC, a Delaware limited liability company

Subsidiaries of Hill-Rom International, Inc.

Hill-Rom Pty, Ltd., an Australia corporation

Hill-Rom Asia Limited, a Hong Kong corporation

Hill-Rom Japan KK, a Japan corporation

Hill-Rom (Thailand) Company Limited, a Thailand limited company

Jointly owned subsidiary of Hill-Rom Pty, Ltd. and Trumpf Medizin Systeme GmbH & Co. KG

Trumpf Med (Aust) Pty Limited, an Australia corporation

Subsidiaries of Hill-Rom Asia Limited

Hill-Rom Business Services Co., Ltd., a China corporation

Hill-Rom Shanghai Ltd., a China corporation

Jointly owned subsidiary of Hill-Rom, Inc., Aspen Surgical Products, Inc., and Hill-Rom Finance Limited Partner, Inc.

Hill-Rom EU LLP, a Delaware partnership

Subsidiary of Hill-Rom EU LLP

Hill-Rom (Luxembourg) General Partner Ltd. S.á r.l., a Luxembourg corporation

Subsidiary of Hill-Rom (Luxembourg) General Partner Ltd. S.á r.l.

Hill-Rom (Luxembourg) Limited S.á r.l., a Luxembourg corporation

Jointly owned subsidiary of Hill-Rom (Luxembourg) General Partner Ltd. S.á.r.l. and Hill-Rom (Luxembourg) Limited S.á r.l.

HR Finance C.V., a Netherlands partnership

Subsidiary of Hill-Rom (Luxembourg) Limited S.á r.l.

Hill-Rom International S.á r.l./B.V., a Luxembourg corporation

Subsidiaries of HR Finance C.V.

HR Europe B.V., a Netherlands corporation

Hill-Rom Global Holdings, B.V., a Netherlands corporation

Hill-Rom Receivables, LLC, a Delaware limited liability company

Hill-Rom Mexico Holdings, B.V., a Netherlands corporation

Subsidiaries of Hill-Rom Global Holdings, B.V.

Hill-Rom Holdings Netherlands, B.V., a Netherlands corporation

Hill-Rom Singapore Holdings S.á r.l., a Luxembourg corporation

Subsidiary of Hill-Rom Receivables, LLC

Hill-Rom Society with Restricted Liability, a Barbados Restricted Liability Society

Subsidiary of Hill-Rom Mexico Holdings, B.V.

Hill-Rom Mexico Holdings, LLC, a Delaware limited liability company

Jointly owned subsidiaries of Hill-Rom Mexico Holdings, B.V. and Hill-Rom Mexico Holdings, LLC

Hill-Rom Servicios, S. de R.L. de C.V., a Mexico corporation

Hill-Rom de Mexico, S. de R.L. de C.V., a Mexico corporation

Jointly owned subsidiary of Hill-Rom Global Holdings B.V. and Hill-Rom International S.á r.l./B.V.

Hill-Rom SPRL, a Belgium corporation

Jointly owned subsidiary of Hill-Rom Holdings Netherlands, B.V. and Hill-Rom (Luxembourg) Limited S.á r.l.

Hill-Rom HB, a Sweden partnership

Subsidiary of Hill-Rom Singapore Holdings S.á r.l.

Hill-Rom Services Pte, Ltd., a Singapore corporation

Subsidiaries of Hill-Rom Holdings Netherlands, B.V.,

Hill-Rom UK (Holdings) Ltd., a United Kingdom corporation

Trumpf Medizin Systeme Beteiligungs GmbH, a Germany corporation

Subsidiary of Hill-Rom Holdings Netherlands BV and HR Europe BV

Trumpf Medizin Systeme GmbH & Co. KG, a Germany partnership

Subsidiaries of Trumpf Medizin Systeme GmbH & Co. KG

Trumpf Medical Systems (Taicang) Co., Limited, a China corporation

Subsidiaries of Hill-Rom UK (Holdings) Ltd.

Aspen Medical Europe Limited (UK), a United Kingdom corporation

Hill-Rom Ltd., a United Kingdom corporation

Trumpf Medical Systems Ltd. (UK), a United Kingdom corporation

Subsidiaries of Hill-Rom International S.á r.l./B.V.

Hill-Rom B.V., a Netherlands corporation

Hill-Rom S.A., a Switzerland corporation

Hill-Rom Austria GmbH, an Austria corporation

Hill-Rom Sociedade Unipessoal, LDA, a Portugal corporation

Hill-Rom Poland sp. z.o.o., a Poland corporation

Hill-Rom Canada, Ltd., a Canada corporation

Hill-Rom S.á r.l., a France corporation

Jointly owned subsidiaries of Hill-Rom International S.á r.l./B.V. and Hill-Rom Services, Inc.

Hill-Rom India Private Ltd., an India corporation

Hill-Rom Rus, LLC, a Russia limited liability company

Hill-Rom Comercializadora de Mexico, S. de R.L. de C.V., a Mexico corporation

Hill-Rom Turkey Medikal Urunler Dagitim ve Ticaret Limited Sirketi, a Turkey corporation

Subsidiaries of Hill-Rom S.á r.l.

Hill-Rom, S.p.A, an Italy corporation

Hill-Rom SAS, a France corporation

Hill-Rom Iberia S.L., a Spain corporation

Hill-Rom AB, a Sweden corporation

Subsidiaries of Hill-Rom AB

Liko R&D AB, a Sweden corporation

Liko AB, a Sweden corporation

Hill-Rom Norway, a Norway corporation

Subsidiary of Liko AB

Hill-Rom Verwaltung GmbH, a Germany corporation

Jointly owned subsidiary of Liko AB and Eagle Acquisition Sub B.V.

Hill-Rom Holding GmbH & Co. KG, a Germany partnership

Subsidiaries of Hill-Rom Holding GmbH & Co. KG

Hill-Rom GmbH, a Germany corporation

Subsidiaries of Welch Allyn, Inc.

Welch Allyn International Ventures, Inc., a Delaware corporation

Welch Allyn Protocol, Inc., an Oregon corporation

Welch Allyn International Holdings, Inc., a Delaware corporation

Welch Allyn Real Estate Holdings, LLC, a Delaware limited liability company

Mortara Instrument UK Limited, a United Kingdom limited company

Mortara Instrument Australia PTY LTD, an Australian limited company

Mortara Instrument Europe S.r.l., an Italian limited liability company

Subsidiaries of Mortara Instrument Europe S.r.l.

Welch Allyn GmbH, a German corporation

Subsidiaries of Welch Allyn International Holdings, Inc.

Welch Allyn South Africa Pty, Ltd., a South Africa corporation

Welch Allyn UK Ltd., a United Kingdom corporation

Welch Allyn B.V., a Netherlands corporation

Welch Allyn France, S.a r.l., a France corporation

Welch Allyn Malaysia SDN, Bhd, a Malaysia corporation

Welch Allyn Singapore Pte, Ltd., a Singapore corporation

Welch Allyn Japan K.K., a Japan corporation

Welch Allyn CV Holdings, LLC, a Delaware limited liability company

Jointly held subsidiaries of Welch Allyn International Ventures, Inc. and Welch Allyn International Holdings, Inc.

Welch Allyn Columbia Ltda, a Columbia corporation

Welch Allyn do Brasil Comercia de Equipmentos Medicos, Ltda, a Brazil corporation

Jointly held subsidiary of Welch Allyn CV Holdings, LLC and Welch Allyn International Holdings, Inc.

WA Holdings, C.V., a Netherlands partnership

Subsidiary of WA Holdings, C.V.

Welch Allyn Coop Holdings, LLC, a Delaware limited liability company

Jointly held subsidiary of WA Holdings, C.V. and Welch Allyn Coop Holdings, LLC

Welch Allyn International Holdings Cooperatief, U.A., a Netherlands cooperative

Subsidiaries of Welch Allyn International Holdings Cooperatief, U.A.

Welch Allyn Canada Limited, a Canada corporation

Welch Allyn EME B.V., a Netherlands corporation

Welch Allyn Limited, an Ireland corporation

Welch Allyn Australia Pty Limited, an Australia corporation

Welch Allyn Maquila Holdings, LLC, a Delaware limited liability company

Jointly held subsidiary of Welch Allyn Maquila Holdings, LLC and WA Holdings, C.V.

Welch Allyn de Mexico, S. de R.L. de C.V., a Mexico corporation

Welch Allyn Servicios, S. de R.L. de C.V., a Mexico corporation

Jointly held subsidiary of Welch Allyn International Holdings Cooperatief, U.A. and Welch Allyn Coop Holdings, LLC

Welch Allyn Productos Medicos S. de R.L. de C.V., a Mexico corporation

Subsidiary of Welch Allyn Singapore Pte, Ltd.

Welch Allyn Medical Equipment (Suzhou) Co. Ltd., a China corporation

Subsidiary of Welch Allyn, B.V.

Welch Allyn Sverige, AB, a Sweden corporation

EXHIBIT 23

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statements on Form S‑8 (Nos. 333-157341, 333-157338, 333-88354, 333-49669, and 333-88328) of Hill-Rom Holdings, Inc. of our report dated November 16, 2018 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10‑K.

/s/ PricewaterhouseCoopers LLP

Indianapolis, Indiana

November 16, 2018

EXHIBIT 31.1

CERTIFICATIONS

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, John P. Groetelaars, certify that:


1.	I have reviewed this Annual Report on Form 10-K of Hill-Rom Holdings, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):


a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 16, 2018

/s/ John P. Groetelaars

John P. Groetelaars

President and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATIONS

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Steven J. Strobel, certify that:


1.	I have reviewed this Annual Report on Form 10-K of Hill-Rom Holdings, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):


a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 16, 2018

/s/ Steven J. Strobel

Steven J. Strobel

Senior Vice President and Chief Financial Officer

EXHIBIT 32.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10-K of Hill-Rom Holdings, Inc. (the “Company”) for the year ended September 30, 2018 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John P. Groetelaars, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John P. Groetelaars

John P. Groetelaars

President and Chief Executive Officer

November 16, 2018

A signed original of this written statement required by Section 906 has been provided to Hill-Rom Holdings, Inc. and will be retained by Hill-Rom Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 10-K of Hill-Rom Holdings, Inc. (the “Company”) for the year ended September 30, 2018 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven J. Strobel, Senior Vice President and Chief Financial Officer of the Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Steven J. Strobel

Steven J. Strobel

Senior Vice President and Chief Financial Officer

November 16, 2018