R E C I T A L S

EXHIBIT 10.1

FIRST AMENDMENT TO THE CREDIT AGREEMENT dated as of June 30, 2016 (this “Amendment”), among HILL-ROM HOLDINGS, INC., an Indiana corporation (the “Borrower”), the Guarantors party hereto, the Consenting Lenders (as defined below), XXXXXXX XXXXX BANK USA, as Term Loan B Administrative Agent and JPMORGAN CHASE BANK, N.A., as Term Loan A/Revolver Administrative Agent.

R E C I T A L S

A. The Borrower, the Lenders party thereto from time to time and the Administrative Agents are party to that certain Credit Agreement dated as of September 8, 2015 (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 restructure and recapitalize the equity ownership of Xxxxx Xxxxx, Inc. pursuant to the transactions and steps set forth in Schedule 1 hereto to facilitate the integration of the operations of Xxxxx Xxxxx, Inc. with the operations of the Borrower. In preparation for such restructuring and recapitalization, on or about December 31, 2015, Xxxxx Xxxxx Holdings, Inc. was merged with and into Xxxxx Xxxxx, Inc. (the “Xxxxx Xxxxx Merger”).

C. Pursuant to Section 9.02 of the Credit Agreement, the consent of the Borrowers, the Administrative Agents and the Lenders who comprise at least the “Required Lenders” (as defined in the Credit Agreement) 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 A Lender”, a “Revolving Lender” or a “Term B Lender” delivering an executed signature page to this Amendment to the applicable Administrative Agent, in each case, at or prior to 12:00 p.m., New York City time, on June 30, 2016 (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 First Amendment Effective Date (as defined below).

X. Xxxxxxx Sachs Bank USA has agreed to act as lead arranger and bookrunner in respect of the Term B Loans and JPMorgan Chase Bank, N.A. has agreed to as lead arranger and bookrunner in respect of the Term A Loans and the Revolving Commitments, in each case, in arranging this Amendment (the “First Amendment Arrangers”), 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 Agents and the Consenting Lenders hereby agree as follows:

SECTION 1. 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 8 of this Amendment, the rules of construction specified in Section 1.03 of the Credit Agreement also apply to this Amendment mutatis mutandis.

SECTION 2. Amendment of the Credit Agreement.. The Loan Parties, the Administrative Agents and the Lenders agree that, subject to the terms and conditions set forth herein, on the First 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.

SECTION 3. Waiver. The Loan Parties, Administrative Agents and the Lenders hereby agree to waive any breach of Section 4.1.4 of the Security Agreement for failing to give notice of the Xxxxx Xxxxx Merger and any related Default under any Loan Document arising in connection with such breach.

SECTION 4. Conditions to the First Amendment Effective Date. The “First Amendment Effective Date” shall be the date on which the following conditions shall have been satisfied:

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

(b) Immediately before (after giving effect to the waiver set forth in Section 3 above) and immediately after the First 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 5 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 First Amendment Effective Date.

(c) The Administrative Agents shall have received a certificate of an appropriate officer of the Borrower certifying that the conditions set forth in Section 4(b) of this Amendment have been satisfied.

(d) Administrative Agents shall have received (to the extent requested by the Administrative Agents) a certificate of the Secretary or Assistant Secretary or similar officer of each of the Loan Parties dated the First Amendment 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 First Amendment Effective Date (or if agreed to by the Administrative Agents, one or two Business Days immediately prior to the First Amendment 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 First Amendment 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 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 First Amendment 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.

(e) The Administrative Agents and the First Amendment Arrangers shall have received on or prior to the First Amendment Effective Date, in immediately available funds, payment or reimbursement (or the Borrower shall have made arrangements reasonably satisfactory to the Administrative Agents 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 Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Administrative Agents and the First Amendment Arrangers, to the extent invoiced at least two (2) Business Days prior to the First Amendment Effective Date.

SECTION 5. 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 (after giving effect to the waiver set forth in Section 3) and immediately after the First 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 First 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)).

SECTION 6. 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.

SECTION 7. 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.

SECTION 8. 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.

SECTION 9. 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.

SECTION 10. 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.

SECTION 11. 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.

SECTION 12. 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: Xxxxx X. Xxxxxxx Title:Senior Vice President and Chief Financial Officer [Hill-Rom — First Amendment] 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. XXXXX MEDICAL SYSTEMS, INC. TRUMPF MEDICAL SYSTEMS, INC. HILL-ROM MANUFACTURING REAL ESTATE HOLDINGS LLC HILL-ROM COMPANY REAL ESTATE HOLDINGS LLC XXXXX XXXXX, INC. XXXXX XXXXX REAL ESTATE HOLDINGS LLC By: me: Xxxxxx X. SeI Title: Senior Vice President and Chief Financial Officer [Hill-Rom -- First Amendment] XXXXXXX XXXXX BANK USA, as Term Loan B Administrative Agent By: Name: Title: IHill-Rom — First Amendment] Xxxxxxxxx Xxxxxxx Authorized Signatory JPMORGAN CHASE BANK, N.A., as Term Loan A/Revolver Administrative Agent By: Name: Xxxx Xxxxxxxx Title: Authorized Officer [Hill-Rom — First Amendment] Xxxxxxx Xxxxx Bank, NA., as a Term A Lender & Term B Lender By: Li Xxxxx Xxxxxxxx Vice President [Hill-Rom — First Amendment) BATTALION CLO III LTD., as a Term B Lender BY: BRIGADE CAPITAL MANAGEMENT LP As Collateral Manager By: Name: Xxxxx Xxxxx Title: Operations Manager If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Battalion CLO IX Ltd., as a Term B Lender By: Brigade Capital Management, LP as Collateral Manager By: Name: Xxxxx Xxxxx Title: Operations Manager If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Battalion CLO V Ltd., as a Term B Lender By: BRIGADE CAPITAL MANAGEMENT, LP as Collateral Manager By: Name: Xxxxx Xxxxx Title: Operations Manager If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Metropolitan Commercial Bank, as a Term B Lender - By: Name: Xxxxxxx X. Xxxxxx First Vice President Xxxxx X’Xxxxxxx Senior Vice President By: [Hill-Rom—First Amendment] ProAssurance Casualty Company, as a Term B Lender By: Name: Xxx Xxxxxxxxx Title: Senior Vice President If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Citizens First Bank, as a Term B Lender By Name: Xxxxx Xxxxx Title: President & CEO [Hill-Rom — First Amendment] AllianceBernstein Institutional Investments - AXA High Yield Loan II Portfolio, as a Term B Lender By AllianceBernstein L.P., as Investment Advisor By: . Name: Xxxx Xxxxxxx Title: VP - Corporate Actions If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] AllianceBernstein Institutional Investments - AXA High Yield Loan Portfolio, as a Term B Lender BY AllianceBernstein L.P., as Investment Advisor By: . Name: Xxxx Xxxxxxx Title: VP - Corporate Actions If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] KeyBank National Association, as a Term A Lender and Revolving Lender By: Name: Xxxxx X. Wild Title: Senior Vice President — First Amendment] CATHAY BANK, as a Term B Lender By: Name: Xxxxx X. Xxxxx Title: Senior Vice President [If a second signature is necessary: By:N/A Name: Title: [Hill-Rom — First Amendment] CITIBANK, N.A., as a Revolving Lender By: Name: Xxxxxxxx Xxxxxx Heh Title: Vice President [Hill-Rom - First Amendment] CITIBANK, N.A., as a Term A Lender Name: Xxxxxxxx Xxxxxx Heh Title: Vice President [Hill-Rom — First Amendment] Trustmark National Bank, as a Term A Lender By: Name: Xxxxxx Xxxxxx Title:Senior Vice President [Hill-Rom — First Amendment] JPMORGAN CHASE BANK, N.A., as a Term A Lender and Revolving Lender By: Name: Xxxx Xxxxxxxx Title: Authorized Officer [Hill-Rom — First Amendment] BNPP IP CLO 2014-11, Ltd., as a Term B Lender By: Name: Xxxxxxx Xxxxxx Title: Portfolio manager [If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Generali, as a Term B Lender By: Name: Xxxxx Xxxx Title: Portfolio manager If a second signa By: Xxxxxx Xxxxx Xxxx Title: Portfolio manager [Hill-Rom — First Amendment] BNPP IP CLO 2014-1 Ltd , as a Term B Lender By: Name: Xxxxxxx Xxxxxx Title: Portfolio manager [If a second signature is necessary: By: Name: Title:] [Hill-Rom — First Amendment] STIFEL BANK & TRUST, as a Term B Lender By: Name. Xxxxxxxx X. Xxxx Title: Senior Vice President [Hill-Rom — First Amendment] STIFEL BANK & TRUST, as a Term A Lender By: Name: Xxxxxxxx X. Xxxx Title: Senior Vice President [Hill-Rom — First Amendment] CITIZENS BANK, NATIONAL ASSOCIATION, as a Term A Lender, and a Revolving Lender By: Name: Xxxxxxx X.. Xxxxxx Title: Vice President [Hill-Rom — First Amendment] City of New York Group Trust, as a Term B Lender By: Name: Xxxxxxxx Xxxxxxxxx Title: Trade Operations Specialist If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] CSAA Insurance Exchange, as a Term B Lender By: Name: Xxxxxxxx Xxxxxxxxx Title: Trade Operations Specialist If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Floating Rate Loan Fund, a series of 000 Xxxxxx Xxxxxx Fund, LLC, as a Term B Lender by: Xxxxx Capital Management, as Investment Advisor By: Name: Xxxxxxxx Xxxxxxxxx Title: Trade Operations Specialist If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Mt. Whitney Securities, LLC, as a Term B Lender By: Name: Xxxxxxxx Xxxxxxxxx Title: Trade Operations Specialist If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Xxxxx Fargo Multi-Sector Income Fund, as a Term B Lender by: Xxxxx Capital Management, as Investment Advisor By: Name: Xxxxxxxx Xxxxxxxxx Title: Trade Operations Specialist If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Xxxxx Fargo Bank, N.A., as a Revolving and Term A Lender By: Name: Title: Xxxxx Fargo Bank, N.A. Xxxxxxx Xxxxxxx Director If a second signature is necessary: By: Name: Title: — First Amendment] CTBC Bank Co., Ltd. New York Branch as a Term A Lender and Term B Lender By: Name: Xxxxx Xx Title: SVP & General Manager [Hill-Rom — First Amendment] NexBank SSB, as a Term B Lender Name: Xxxx Xxxxxxxxxx Title: COO [Hill-Rom First Amendment] TriState Capital Bank, as a Term A Lender By: N me: Xxxxx X. Xxxxx Title: Senior Vice President [If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] ERSTE GROUP BANK AG,as a Term B Lender By: Name: Title: XXXXXXX X. XXXXXXXX MANAGING DIRECTO ERSTE GROUP BANK AG [if a second signature is necessary: By: Name: Title] [Hill-Rom — First Amendment] XXXXX X. XXXXX SENIOR VICE PRESIDENT ERSTE GROUP BANK AG BlueMountain CLO 2015-2, Ltd., as a Term B Lender By: BlueMountain Capital Management, LLC By: Name: Xxxxxx Xxxxxxxxx Title: Operations Analyst If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] BlueMountain CLO 2015-3 Ltd, as a Term B Lender By: Name: Xxxxxx Xxxxxxxxx Title: Operations Analyst If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] BlueMountain CLO 2015-4, Ltd., as a Term B Lender By: BlueMountain Capital Management, LLC By: Name: Xxxxxx Xxxxxxxxx Title: Operations Analyst If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Fifth Third Bank, as a Term A Lender and Revolving Lender By: Name: Xxxx Xxxxxxx Title: Vice President AZB Funding 6, as a Term A and Term B Lender By: Name: Xxxxx Xxxxxxx Title:Authorized Signatory [Hill-Rom — First Amendment] PNC Bank, National Association, as a Tell!! A Lender & Revolving Lender By: Name: Xxxxx X. Xxxxxxx Title: Senior Vice President Hastings Mutual Insurance Company, as a Term B Lender By: Name: Xxxxx News Title: Senior Portfolio Manager If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as a Term B Lender By° Name: 011ie Xxxxxxxx Title: Authorized Signatory By: Name: Xxxxx Xxxxxxx Title: Authorized Signatory OZLM Funding, Ltd., as a Term B Lender By: Och-Ziff Management LP, its collateral manager By: Och-Ziff Management LP, its general partner By Xxxx Xxxxx Chief Financial Officer OZLM Funding II, Ltd., as a Term B Lender By: Och-Ziff Management LP, its collateral manager By: Och-Ziff Management LP, its general partner By Xxxx Xxxxx Chief Financial Officer OZLM Funding III, Ltd., as a Term B Lender By: Och-Ziff Management LP, its collateral manager By: Och-Ziff Management LP, its general partner By Xxxx Xxxxx Chief Financial Officer OZLM Funding IV, Ltd., as a Term B Lender By: Och-Ziff Management LP, its collateral manager By: Och-Ziff Management LP, its general partner By Xxxx Xxxxx Chief Financial Officer OZLM Funding V, Ltd., as a Term B Lender By: Och-Ziff Management LP, its collateral manager By: Och-Ziff Management LP, its general partner By Xxxx Xxxxx Chief Financial Officer OZLM Funding VI, Ltd., as a Term B Lender By: Och-Ziff Management LP, its collateral manager By: Och-Ziff Management LP, its general partner By Xxxx Xxxxx Chief Financial Officer OZLM Funding IX, Ltd., as a Term B Lender By: Och-Ziff Management LP, its collateral manager By: Och-Ziff Management LP, its general partner By Xxxx Xxxxx Chief Financial Officer OZLM Funding XIII, Ltd., as a Term B Lender By: Och-Ziff Management LP, its collateral manager By: Och-Ziff Management LP, its general partner By Xxxx Xxxxx Chief Financial Officer OZLM Funding XIV, Ltd., as a Term B Lender By: Och-Ziff Management LP, its collateral manager By: Och-Ziff Management LP, its general partner By Xxxx Xxxxx Chief Financial Officer [Hill-Rom — First Amendment] FIRSTMERIT BANK, N.A., as a Term A Lender and Term B Lender By: Name: Evan Bing Title: Vice President [Hill-Rom — First Amendment] City of New York Group Trust, as a Term B Lender By: Name: Xxxxxxxx Xxxxxxxxx Title: Trade Operations Specialist If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] CSAA Insurance Exchange, as a Term B Lender By: Name: Xxxxxxxx Xxxxxxxxx Title: Trade Operations Specialist If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Floating Rate Loan Fund, a series of 000 Xxxxxx Xxxxxx Fund, LLC, as a Term B Lender by: Xxxxx Capital Management, as Investment Advisor By: Name: Xxxxxxxx Xxxxxxxxx Title: Trade Operations Specialist If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Mt. Whitney Securities, LLC, as a Term B Lender By: Name: Xxxxxxxx Xxxxxxxxx Title: Trade Operations Specialist If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Xxxxx Fargo Multi-Sector Income Fund, as a Term B Lender by: Xxxxx Capital Management, as Investment Advisor By: Name: Xxxxxxxx Xxxxxxxxx Title: Trade Operations Specialist If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD., as a Term B Lender BY: ARES ENHANCED LOAN MANAGEMENT IR, L.P., AS PORTFOLIO MANAGER BY: ARES ENHANCED LOAN IR GP, LLC, ITS GENERAL PARTNER By Name: Xxxxxx Xxxxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Ares Senior Loan Trust, as a Term B Lender BY: Ares Senior Loan Trust Management, L.P., Its Investment Adviser By: Ares Senior Loan Trust Management, LLC, Its General Partner By. Name: Xxxxxx Xxxxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] ARES XXIX CLO LTD., as a Term B Lender By: Ares CLO Management XXIX, L.P., its Asset Manager By: Ares CLO GP XXIX, LLC, its General Partner By Name: Xxxxxx Xxxxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] ARES XXV CLO LTD., as a Term B Lender BY: Ares CLO Management XXV, L.P., its Asset Manager By: Ares CLO GP XXV, LLC, its General Partner By Name: Xxxxxx Xxxxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] ARES XXVI CLO LTD., as a Term B Lender BY: Ares CLO Management XXVI, L.P., its Collateral Manager By: Ares CLO GP XXVI, LLC, its General Partner Name: Xxxxxx Xxxxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] ARES XXVII CLO LTD., as a Term B Lender By: Ares CLO Management XXVII, L.P., its Asset Manager By: Ares CLO GP XXVII, LLC, its General Partner By Name: Xxxxxx Xxxxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Ares XXXI CLO Ltd., as a Term B Lender By: Ares CLO Management XXXI, L.P., its Portfolio Manager By: Ares Management LLC, its General Partner By Name: Xxxxxx Xxxxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Ares XXXII CLO Ltd., as a Term B Lender By: Ares CLO Management XXXII, L.P., its Asset Manager By. Name: Xxxxxx Xxxxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Ares XXXIV CLO Ltd., as a Term B Lender By: Ares CLO Management LLC, its collateral manager By. Name: Xxxxxx Xxxxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Ares XXXVII CLO Ltd., as a Term B Lender By: Ares CLO Management LLC, its asset manager By. Name: Xxxxxx Xxxxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Ares XXXVIII CLO Ltd., as a Term B Lender By: Ares CLO Management II LLC, its asset manager By. Name: Xxxxxx Xxxxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] AVIVA STAFF PENSION SCHEME, as a Term B Lender BY: Ares Management Limited, its Manager By Name: Xxxxxx Xxxxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] COMMUNITY INSURANCE COMPANY, as a Term B Lender BY: ARES WLP MANAGEMENT, L.P., ITS INVESTMENT MANAGER BY: ARES WLP MANAGEMENT GP, LLC, ITS GENERAL PARTNER By' Name: Xxxxxx Xxxxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] XXXXXX FOUNDATION HOSPITALS, as a Term B Lender BY: Ares Management LLC, as portfolio manager By Name: Xxxxxx Xxxxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] XXXXXX PERMANENTE GROUP TRUST, as a Term B Lender BY: Xxxxxx Foundation Health Plan, Inc., as named ifduciary By: Ares Management LLC, as portfolio manager Name: Xxxxxx Xxxxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Lloyds Bank Pension Trust (No. 1) Limited as trustee of Lloyds Bank Pension Scheme No. 1, as a Term B Lender BY: Ares Management Limited, its Investment Manager Name: Xxxxxx Xxxxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Lloyds Bank Pension Trust (No. 2) Limited as trustee of Lloyds Bank Pension Scheme No. 2, as a Term B Lender BY: Ares Management Limited, its Investment Manager Name: Xxxxxx Xxxxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] ONTARIO PUBLIC SERVICE EMPLOYEES UNION PENSION PLAN TRUST FUND, as a Term B Lender By : AELIS X Management, L.P., its investment counsel By : AELIS X Management GP, LLC, its general partner By. Name: Xxxxxx Xxxxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Renaissance Floating Rate Income Fund, as a Term B Lender BY: Ares Capital Management II LLC, as Portfolio Sub-Advisor By Name: Xxxxxx Xxxxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] SEI INSTITUTIONAL INVESTMENTS TRUST - OPPORTUNISTIC INCOME FUND, as a Term B Lender BY: ARES MANAGEMENT LLC, AS SUBADVISOR By Name: Xxxxxx Xxxxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] SEI INSTITUTIONAL MANAGED TRUST ENHANCED INCOME FUND, as a Term B Lender BY: ARES MANAGEMENT LLC, AS SUB- ADVISER By Name: Xxxxxx Xxxxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Credit Industriel et Commercial — New York Branch, as a [Term A Lender][Term B Lender] By: Name: Xxxxxx Xxxxxx Title: Managing Director By: Xxx: Xxxx Xxxxx Title:Managing Director [Hill-Rom — First Amendment] Sumitomo Mitsui Banking Corporation, as a Term A Lender and Revolving Lender - .,,,----- By: - Name: Xxxxx X. Xxx Title: Managing Director [Hill-Rom — First Amendment] State Street Bank and Trust Company [ ], as a [Term A Lender][Term B Lender][Revolving Lender] By: Name: Xxxxxxx G Berriam Vice President [if a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] The Bank of Tokyo-Mitsubishi UFJ, Ltd., as a Revolving Lender By: Name: Xxxxx MeNany Title: Director [Hill-Rom — First Amendment] MUFG Union Bank, as a Term A Lender By: Name: Xxxxx XxXxxx Title: Director [Hill-Rom — First Amendment] PARK STERLING BANK, as a Term A Lender B Name: Xxxx X. Xxxxxx Title: Senior Vice President [Hill-Rom — First Amendment] TD BANK, NA., as a Term A Lender and Revolving Lender By: Name: Xxxxxx Xxxx Title: Senior Vice President (Hill-Rom — First Amendment' Denali Capital CLO XII, Ltd., as a Term B Lender BY: Crestline Denali Capital, L.P., collateral manager for DENALI CAPITAL CLO XII, LTD. By: Name: Xxxxx Xxxxx Title: Managing Director If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] BANK OF AMERICA N.A., as a Term A Lender, a Revolving Lender and an Issuing Bank By: Name: Xxxxxx XxXxxxx Title: Senior Vice President [Hill-Rom — First Amendment] Commerzbank AG, New York Branch as a Revolving Lender By: Name: Xxxxx Xxxx Title: Director If a second signature is necessary: By: Name: Xxxx Xxxxxx Title: Assistant Vice President [Hill-Rom - First Amendment] Arch Investment Holdings III Ltd., as a Term B Lender BY: PineBridge Investments LLC As Collateral Manager By: Name: Xxxxxx Oh Title: Managing Director If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Galaxy XI CLO, Ltd., as a Term B Lender BY: PineBridge Investments LLC As Collateral Manager By: Name: Xxxxxx Oh Title: Managing Director If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Galaxy XIV CLO, Ltd., as a Term B Lender BY: PineBridge Investments LLC, as Collateral Manager By: Name: Xxxxxx Oh Title: Managing Director If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Galaxy XV CLO, Ltd., as a Term B Lender By: PineBridge Investments LLC As Collateral Manager By: Name: Xxxxxx Oh Title: Managing Director If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Lancashire Insurance Company Limited, as a Term B Lender By: PineBridge Investments Europe Limited As Collateral Manager By: Name: Xxxxxx Oh Title: Managing Director If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Pinnacol Assurance, as a Term B Lender BY: PineBridge Investments LLC Its Investment Manager By: Name: Xxxxxx Oh Title: Managing Director If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] VALIDUS REINSURANCE LTD, as a Term B Lender BY: PineBridge Investments LLC Its Investment Manager By: Name: Xxxxxx Oh Title: Managing Director If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Deutsche Bank AG New York, as a Term B Lender DEUTSCHE BANK AG NEW YORK BRANCH . By: Name: Ho Xxxx Xxxx Assistant Vice President By: Name: Title: — First Amendment] Xxxxxx XxxXxxxxx Assistant Vice President [Hill-Rom — First Amendment] XXXXXXX XXXXX BANK USA, as a Revolving Lender By Name: Xxxxx Xx Title: Authorized Signatory [Hill-Rom -- First Amendment] XXXXXXX XXXXX BANK USA, as a Term A Lender By Name: Xxxxx Xx Title: Authorized Signatory XXXXXXX XXXXX BANK USA, as a Term B Lender By Name: Xxxxx Xx Title: Authorized Signatory [Hill-Rom — First Amendment] Xxxxx Mill CLO Ltd. as a Term B Lender By: XXXXXXXX CAPITAL MANAGEMENT, INC., as Collateral Manager By: Name: Xxxxxx Xxxxxx Title: Executive Vice President [Hill-Rom — First Amendment] AEGIS Electric and Gas International Services, Ltd. as a Term B Lender By: XXXXXXXX CAPITAL MANAGEMENT, INC., as Investment Manager By: Name: Xxxxxx Xxxxxx Title: Executive Vice President [Hill-Rom — First Amendment] Associated Electric & Gas Insurance Services Limited as a Term B Lender By: XXXXXXXX CAPITAL MANAGEMENT, INC., as Investment Mainager By: Name: Xxxxxx Xxxxxx Title: Executive Vice President [Hill-Rom — First Amendment} Xxxxxxxxx Portfolio, LLC as a Term B Lender By: XXXXXXXX CAPITAL MANAGEMENT, INC., as Investment Manager By: Name: Xxxxxx Xxxxxx Title: Executive Vice President [Hill-Rom -- First Amendment] Christian Super as a Term B Lender By: XXXXXXXX CAPITAL MANAGEMENT, INC., By: as Investment Manager Name: Xxxxxx Xxxxxx Title: Executive Vice President [Hill-Rom — First Amendment] Credos Floating Rate Fund LP as a Term B Lender By: XXXXXXXX CAPITAL MANAGEMENT, INC., as General Partner By: Name: Xxxxxx Xxxxxx Title: Executive Vice President [Hill-Rom — First Amendment] Electronic Data Systems 1994 Pension Scheme as a Term B Lender By: XXXXXXXX CAPITAL MANAGEMENT, INC., as Investment Manager By: Name: Xxxxxx Xxxxxx Title: Executive Vice President [Hill-Rom — First Amendment] Electronic Data Systems Retirement Plan as a Term B Lender By: XXXXXXXX CAPITAL MANAGEMENT, INC., as Investment Manager By: Name: Xxxxxx Xxxxxx Title: Executive Vice President [Hill-Rom — First Amendment] Four Points Multi-Strategy Master Fund, Inc. as a Term B Lender By: XXXXXXXX CAPITAL MANAGEMENT, INC., as Investment Manager for the Loan Account By: Name: Xxxxxx Xxxxxx Title: Executive Vice President [Hill-Rom — First Amendment] GuideStone Funds Flexible Income Fund as a Term B Lender By: S1JENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager By: Name: Xxxxxx Xxxxxx Title: Executive Vice President [Hill-Rom — First Amendment] Health Employees Superannuation Trust Australia as a Term B Lender By: XXXXXXXX CAPITAL MANAGEMENT, INC., as Investment By: Name: Xxxxxx Xxxxxx Title: Executive Vice President [Hill-Rom — First Amendment] Highmark Inc. as a Term B Lender By: XXXXXXXX CAPITAL MANAGEMENT, INC., as Investment Manager By: Name: Xxxxxx Xxxxxx Title: Executive Vice President [Hill-Rom — First Amendment] Jefferson Mill CLO, Ltd. as a Term B Lender By: XXXXXXXX CAPITAL MANAGEMENT, INC., as Collateral Manager By: Name: Xxxxxx Xxxxxx Title: Executive Vice President [Hill-Rom — First Amendment] Kentucky Retirement Systems (Shenkman — Insurance Fund Account) as a Term B Lender By: XXXXXXXX CAPITAL MANAGEMENT, INC., as Investment Manager By: Name: Xxxxxx Xxxxxx Title: Executive Vice President [Hill-Ram — First Amendment] Kentucky Retirement Systems (Shenlcman — Pension Account) as a Term B Lender By: XXXXXXXX CAPITAL MANAGEMENT, INC., as Investment Manager By: Name: Xxxxxx Xxxxxx Title: Executive Vice President [Hill-Rom — First Amendment] Teachers' Retirement System of the State of Kentucky as a Term B Lender By: XXXXXXXX CAPITAL MANAGEMENT, INC., as Investment Manager By: Name: Xxxxxx Xxxxxx Title: Executive Vice President [Hill-Rom -- First Amendment] Kentucky Teachers' Retirement System Insurance Trust Fund as a Term B Lender By: XXXXXXXX CAPITAL MANAGEMENT, INC., as Investment Manager By: Name: Xxxxxx Xxxxxx Title: Executive Vice President [Hill-Rom — First Amendment] Providence Health & Services Investment Trust (Bank Loans Portfolio) as a Term B Lender By: XXXXXXXX CAPITAL MANAGEMENT, INC., as Investment Manager By: Name: Xxxxxx Xxxxxx Title: Executive Vice President [Hill-Rom — First Amendment] Shenkman Floating Rate High Income Fund as a Term B Lender By: XXXXXXXX CAPITAL MANAGEMENT, INC., as Collateral Manager By: Name Xxxxxx Xxxxxx Title: Executive Vice President [Hill-Rom — First Amendment] Sudbury Mill CLO, Ltd. as a Term B Lender By: XXXXXXXX CAPITAL MANAGEMENT, INC., as Collateral Manager By: Name: Xxxxxx Xxxxxx Title: Executive Vice President [Hill-Rom — First Amendment] Texas PrePaid Higher Education Tuition Board as a Term B Lender By: XXXXXXXX CAPITAL MANAGEMENT, INC., as Investment Adviser By: Name: J stin Xxxxxx Title: Executive Vice President [Hill-Rom — First Amendment] Trustmark Insurance Company as a Term B Lender By: XXXXXXXX CAPITAL MANAGEMENT, INC., as Investment Advisor Name: Xxxxxx Xxxxxx Title: Executive Vice President [Hill-Rom — First Amendment] Virginia College Savings Plan,. as a Term B Lender By: XXXXXXXX CAPITAL MANAGEMENT, INC., By: as Investment Manager, Name: Xxxxxx Xxxxxx Title: Executive Vice President [Hill-Rom --First Amendment] WM Pool — Fixed Interest Trust No. 7 as a Term B Lender By: XXXXXXXX CAPITAL MANAGEMENT, INC., as Investment Manager By: Name: Xxxxxx Xxxxxx Title: Executive Vice President [Hill-Rom — First Amendment] Greywolf CLO IV, Ltd., as a Term B Lender BY: Greywolf Capital Management LP, as Portfolio Manager By: Name: Xxxxxxx Xxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Greywolf CLO II, Ltd, as a Term B Lender BY: Greywolf Capital Management LP, as Portfolio Manager By: Name: Xxxxxxx Xxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Greywolf CLO III, Ltd, as a Term B Lender BY: Greywolf Capital Management LP, as Portfolio Manager By: Name: Xxxxxxx Xxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] Greywolf CLO V, Ltd, as a Term B Lender By: Greywolf Capital Management LP, as Portfolio Manager By: Name: Xxxxxxx Xxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: [Hill-Rom — First Amendment] BMO XXXXXX BANK, N.A., as a Term A Lender, a Term B Lender and a Revolving Lender By: Name: Xxxxx Xxxxxxxx Title: Director Banco de Sabadell, S.A. Miami Branch, as a [Term A Lender][Term B Lender][Revolving Lender] Name: Xxxxxxx Xxxxxxxx Title: Structured Finance Americas Director [1-fill-Rom First Amendment] Regions Bank, as a Term A Lender & Revolving Lender By: Name: Xxxxxx X. Xxxxxx Title: Managing Director

Schedule 1

XXXXX XXXXX RECAPITALIZATION

The restructuring and recapitalization of the equity ownership of Xxxxx Xxxxx, Inc. pursuant to the following transactions and steps:

Step 1:

Hill-Rom Holdings (Gibraltar) Limited (“Hill-Rom Holdings Gibraltar”) files a “check-the-box” election to be treated as a disregarded entity for U.S. federal income tax purposes.

Step 2:

Hill-Rom Holdings Gibraltar distributes a note (the “Step 2 Note”) to Hill-Rom (Gibraltar) General Partner Limited (“Hill-Rom Gibraltar GP”) with fair market value equal to the amount of total earnings and profits of Hill-Rom Holdings Gibraltar.

Step 3:

Hill-Rom Gibraltar GP distributes the Step 2 Note to Hill-Rom EU C.V.

Step 4:

Hill-Rom Gibraltar GP adopts Luxembourg corporate form to continue legal personality, in accordance with the laws of both Gibraltar and Luxembourg (“Lux HoldCo I”).

Step 5:

Hill-Rom Holdings Gibraltar adopts Luxembourg corporate form to continue legal personality, in accordance with the laws of both Gibraltar and Luxembourg (“Lux HoldCo II”).

Step 6:

Lux Holdco I recapitalizes its common shares into common shares and Convertible Preferred Equity Certificates (“Series A-CPECs”).

Step 7:

Lux Holdco II recapitalizes its common shares into common shares and Matching Convertible Preferred Equity Certificates (“Series B-CPECs”).

Step 8:

Xxxxx Xxxxx files a Restated Certificate of Incorporation with the New York Secretary of State which authorizes, in addition to the existing 200 shares of common stock, no par value (all of which are issued and outstanding and currently held by Hill-Rom Holdings, Inc.), 1,000 shares of non-voting, non-convertible, non-participating Class A Preferred Stock, no par value. The dividend on the Class A Preferred Stock will accrue annually and be payable on each six (6) year anniversary of its issuance. After the filing of the Restated Certificate of Incorporation, Xxxxx Xxxxx, Inc. declares a stock dividend of five shares of Class A Preferred Stock on each share of outstanding Common Stock, after which Hill-Rom Holdings, Inc. will own 200 shares of Common and 1,000 shares of Class A Preferred.

Step 9:

The Borrower completes the Xxxxx Xxxxx Equity Interest Transfer (as defined in Exhibit A).

Step 10:

The Borrower forms a new Luxembourg entity (“New LuxCo”).

Step 11:

The Borrower contributes the intercompany note issued pursuant to the Xxxxx Xxxxx Equity Interest Transfer to New LuxCo in exchange for Series A-CPECs.

EXHIBIT A

CREDIT AGREEMENT

dated as of

September 8, 2015

among

HILL-ROM HOLDINGS, INC.

The Lenders Party Hereto

XXXXXXX XXXXX BANK USA,

as Term Loan B Administrative Agent

JPMORGAN CHASE BANK, N.A.,

as Term Loan A/Revolver Administrative Agent and Collateral Agent

CITIZENS BANK, N.A., BANK OF AMERICA, N.A. and PNC BANK, NATIONAL ASSOCIATION,

as Co-Syndication Agents

and

CITIBANK, N.A., XXXXX FARGO BANK, N.A. and FIFTH THIRD BANK

as Co-Documentation Agents

___________________

XXXXXXX SACHS BANK USA, X.X. XXXXXX SECURITIES LLC,

XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, CITIZENS BANK, N.A.,

and PNC CAPITAL MARKETS LLC,

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	5152
SECTION 1.05.	Status of Obligations	53
SECTION 1.06.	Leverage Ratios	53
SECTION 1.07.	Cashless Rollovers	53
SECTION 1.08.	Administrative Agents	53
SECTION 1.09.	Limited Condition Acquisitions	5354

ARTICLE II
The Credits

SECTION 2.01.	Commitments	5455
SECTION 2.02.	Loans and Borrowings	5455
SECTION 2.03.	Requests for Borrowings	5556
SECTION 2.04.	Determination of Dollar Amounts	5657
SECTION 2.05.	Swingline Loans	5657
SECTION 2.06.	Letters of Credit	5758
SECTION 2.07.	Funding of Borrowings	6263
SECTION 2.08.	Interest Elections	6363
SECTION 2.09.	Termination and Reduction of Commitments	6465
SECTION 2.10.	Repayment and Amortization of Loans; Evidence of Debt	65
SECTION 2.11.	Prepayment of Loans	67
SECTION 2.12.	Fees	70
SECTION 2.13.	Interest	7172
SECTION 2.14.	Alternate Rate of Interest	72
SECTION 2.15.	Increased Costs	73
SECTION 2.16.	Break Funding Payments	74
SECTION 2.17.	Taxes	7475
SECTION 2.18.	Payments Generally; Allocations of Proceeds; Pro Rata Treatment; Sharing of Set-offs	7778
SECTION 2.19.	Mitigation Obligations; Replacement of Lenders	80
SECTION 2.20.	Incremental Facilities	8081
SECTION 2.21.	Judgment Currency	8384
SECTION 2.22.	Defaulting Lenders	84
SECTION 2.23.	Refinancing Amendments	86
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

		Page

SECTION 3.02.	Authorization; No Conflicts	94
SECTION 3.03.	Governmental Approvals	94
SECTION 3.04.	Enforceability	94
SECTION 3.05.	Financial Condition; No Material Adverse Change	94
SECTION 3.06.	Properties; Intellectual Property	95
SECTION 3.07.	Litigation	95
SECTION 3.08.	Compliance with Agreements; No Default	95
SECTION 3.09.	Environmental Matters	96
SECTION 3.10.	Insurance	96
SECTION 3.11.	Taxes	96
SECTION 3.12.	ERISA	96
SECTION 3.13.	Federal Reserve Regulations; Investment Company Status	96
SECTION 3.14.	Disclosure	97
SECTION 3.15.	Compliance with Laws	97
SECTION 3.16.	Anti-Corruption Laws and Sanctions	97
SECTION 3.17.	Subsidiaries	9798
SECTION 3.18.	Security Documents	9898
SECTION 3.19.	Solvency	99
SECTION 3.20.	EEA Financial Institution	99

ARTICLE IV
Conditions

SECTION 4.01.	Closing Date	99
SECTION 4.02.	Each Other Credit Event	102

ARTICLE V
Affirmative Covenants

SECTION 5.01.	Financial Statements	102
SECTION 5.02.	Certificates; Other Information	104
SECTION 5.03.	Notices	105104
SECTION 5.04.	Payment of Obligations	105
SECTION 5.05.	Preservation of Existence, Etc.	105
SECTION 5.06.	Maintenance of Properties; Insurance	105
SECTION 5.07.	Compliance with Laws	106
SECTION 5.08.	Books and Records	107106
SECTION 5.09.	Maintenance of Ratings	107106
SECTION 5.10.	Inspection Rights	107
SECTION 5.11.	Use of Proceeds	107
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	110

ARTICLE VI
Negative Covenants

SECTION 6.01.	Liens	110
SECTION 6.02.	Permitted Acquisitions	113114
SECTION 6.03.	Indebtedness	114

		Page

SECTION 6.04.	Fundamental Changes	120121
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	124125
SECTION 6.09.	Transactions with Affiliates	127128
SECTION 6.10.	Burdensome Agreements	127128
SECTION 6.11.	Holding Company Covenant	128
SECTION 6.12.	Modification of Organization Documents and Junior Financing Documentation	129130
SECTION 6.13.	Financial Covenants	129130
SECTION 6.14.	Restrictions on Hill-Rom EU C.V.	131

ARTICLE VII
Events of Default

SECTION 7.01.	Events of Default	130131
SECTION 7.02.	Equity Cure	133134
SECTION 7.03.	Application of Payments	133134
SECTION 7.04.	Clean-Up Period.	134135

ARTICLE VIII
The Administrative Agents 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	144145
SECTION 9.04.	Successors and Assigns	146
SECTION 9.05.	Survival	149
SECTION 9.06.	Counterparts; Integration; Effectiveness; Electronic Execution	149150
SECTION 9.07.	Severability	150
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	151
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	152153
SECTION 9.15.	Interest Rate Limitation	154155
SECTION 9.16.	No Advisory or Fiduciary Responsibility	155
SECTION 9.17.	Platform; Borrower Materials	155
SECTION 9.18.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	156

iii

SCHEDULES:

Schedule 1.01A	–	Excluded Real Property
Schedule 1.01B	–	Closing Date Mortgaged Properties
Schedule 1.01C	–	Closing Date Real Estate SPEs
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 A Note
Exhibit I-3	–	Form of Term B Note
Exhibit J	–	Form of Guaranty Agreement
Exhibit K	–	Auction Procedures

CREDIT AGREEMENT (this “Agreement”) dated as of September 8, 2015 among HILL-ROM HOLDINGS, INC., the LENDERS from time to time party hereto, XXXXXXX XXXXX BANK USA, as Term Loan B Administrative Agent, JPMORGAN CHASE BANK, N.A., as Term Loan A/Revolver Administrative Agent and Collateral Agent, CITIZENS BANK, N.A., BANK OF AMERICA, N.A. and PNC BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents and CITIBANK, N.A., XXXXX FARGO BANK, N.A. and FIFTH THIRD BANK as Co-Documentation Agents.

WHEREAS, the Borrower and Xxxxx Xxxxx have entered into the Merger Agreement pursuant to which the Borrower will, subject to the terms and conditions set forth therein, acquire all of the issued and outstanding shares of capital stock of Xxxxx Xxxxx (the “Acquisition”);

WHEREAS, the Borrower has requested that the Lenders extend credit to the Borrower in the form of the Initial Term A Loans on the Closing Date in an aggregate principal amount of $1,000,000,000;

WHEREAS, the Borrower has requested that the Lenders extend credit to the Borrower in the form of the Initial Term B Loans on the Closing Date in an aggregate principal amount of $800,000,000;

WHEREAS, the proceeds of the Initial Term A Loans, the Initial Term B Loans, the 0000 Xxxx-Xxx Notes and the proceeds of the Seller Equity will be used by the Borrower to finance the Transactions;

WHEREAS, the Borrower has requested that the Lenders make Revolving Commitments available to the Borrower in an aggregate principal amount of $500,000,000;

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

SECTION 1.01. 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.

“0000 Xxxx-Xxx 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” has the meaning assigned to such term in the recitals to this 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; provided that, in respect of the Term Loan B Facility, the Adjusted LIBO Rate shall not be less than 0.75% per annum.

“Administrative Agents” means the Term Loan A/Revolver Administrative Agent and the Term Loan B Administrative Agent.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the applicable 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 Term Loan A/Revolver Administrative Agent’s reasonable determination and (z) that is agreed to by the Term Loan A/Revolver 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 applicable 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 Xxxxxxx X. Xxxxx 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).

-2-

“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, $12,500,000, (ii) with respect to Citizens Bank, N.A. in its capacity as an Issuing Bank under this Agreement, $12,500,000, (iii) with respect to Bank of America, N.A. in its capacity as an Issuing Bank under this Agreement, $12,500,000, (iv) with respect to PNC Bank, National Association in its capacity as an Issuing Bank under this Agreement, $12,500,000 and (v) 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 Term Loan A/Revolver 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 Term Loan A/Revolver 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 A Loans, a percentage equal to a fraction the numerator of which is such Lender’s outstanding principal amount of the Term A Loans and the denominator of which is the aggregate outstanding principal amount of the Term A Loans of all Term A Lenders; provided that in the case of Section 2.22 when a Defaulting Lender shall exist, any such Defaulting Lender’s Term A Commitment shall be disregarded in the calculation, and (c) with respect to the Term B Loans, a percentage equal to a fraction the numerator of which is such Lender’s outstanding principal amount of the Term B Loans and the denominator of which is the aggregate outstanding principal amount of the Term B Loans of all Term B Lenders; provided that in the case of Section 2.22 when a Defaulting Lender shall exist, any such Defaulting Lender’s Term B Commitment shall be disregarded in the calculation.

“Applicable Rate” means, a percentage per annum equal to:

(a) (1) for Eurocurrency Initial Term B Loans, 2.75% and (2) for ABR Initial Term B Loans, 1.75%;

(b) until the delivery of financial statements as required under Section 5.01 for the first full fiscal quarter commencing on or after the Closing Date, (1) for Eurocurrency Initial Revolving Loans and Eurocurrency Initial Term A Loans, 2.00%, (2) for ABR Initial Revolving Loans and ABR Initial Term A Loans, 1.00%, and (3) for Facility Fees, 0.50%;

(c) thereafter, in connection with Initial Revolving Loans, Initial Term A Loans, the Facility 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 Agents:

-3-

Pricing Level	First Lien Net Leverage Ratio	Facility 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	0.50%	2.00%	1.00%	2.00%	1.00%
II	< 3.00:1.00 but > 2.50:1.00	0.50%	1.75%	0.75%	1.75%	0.75%
III	< 2.50:1.00	0.375%	1.50%	0.50%	1.50%	0.50%

(d) 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 Agents have 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 applicable 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 Agents or a Loan Party that the First Lien Net Leverage Ratio set forth in any Compliance Certificate delivered to the Administrative Agents 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.

-4-

“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 applicable Administrative Agent, in the form of Exhibit A or any other form approved by the applicable 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 Xxxxx Xxxxx 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 Closing 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, 2016 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 Agents and the mandatory prepayment required pursuant to Section 2.11(e) has been made), plus

-5-

(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 Closing 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, 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.

“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 Term Loan A/Revolver 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.

-6-

“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;

-7-

(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 Xxxxx’x 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 Xxxxx’x or S&P, respectively (or, if at any time neither Xxxxx’x 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 Xxxxx’x 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 Xxxxx’x 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 Xxxxx’x; 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.

-8-

“Cash Management Bank” means any Person that, at the time it enters into a Cash Management Agreement (or on the Closing Date), is an 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 Xxxxxxxxxxx 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 Xxxx-Xxxxx Xxxx 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” shall have 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, Initial Term B 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 A Loans, Initial Term B 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, Initial Term A Loans or the Initial Term B 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.

-9-

“Clean-Up Period” shall have the meaning assigned to such term in Section 7.04.

“Closing 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).

“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 each of Citibank, N.A., Xxxxx Fargo Bank, N.A. and Fifth Third Bank in its capacity as co-documentation agent for the credit facilities evidenced by this Agreement.

“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 applicable 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;

-10-

(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 (x) 90 days after the Closing Date with respect to each Closing Date Mortgaged Property set forth on Schedule 1.01B (or on such later date as the Collateral Agent may agree in its reasonable discretion) and (y) 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 at least five (5) Business Days prior to recording the Mortgage on such Mortgaged Property and (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;

-11-

(i) within (x) 90 days after the Closing Date with respect to each Closing Date Mortgaged Property set forth on Schedule 1.01B (or on such later date as the Collateral Agent may agree in its reasonable discretion) and (y) 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 Xxxxx Xxxxx and the respective material domestic subsidiaries of the Borrower and Xxxxx Xxxxx, 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 Closing 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 Closing 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 Agents in their 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, Xxxxxxx Xxxxx Bank USA, Xxxxxxx Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A., JPMorgan Securities LLC, Bank of America, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, PNC Bank, National Association, PNC Capital Markets LLC and Citizens Bank, National Association.

-12-

“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 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.

-13-

“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 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 this Agreement.

“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 each 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 applicable Administrative Agent, or (d) has become the subject of a (i) Bankruptcy Event or (ii) Bail-In Action.

-14-

“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 (i) those persons, identified by the Borrower in writing 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 on the basis of their name, in each case, other than bona fide debt funds or (ii) any Person (together with its Affiliates to the extent clearly identifiable on the basis of their name) identified in writing to the Term Loan B Administrative Agent by the Borrower prior to June 16, 2015.

“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.

-15-

“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 Xxxxx Xxxxx Merger, the Xxxxx Xxxxx 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 Agents 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 Subsidiary 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 Subsidiary 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 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 Subsidiaries in excess of $25,000,000.

-16-

“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 applicable 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” shall have 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.

-17-

“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 applicable Administrative Agent means, for each Foreign Currency, the office, branch, affiliate or correspondent bank of the applicable Administrative Agent for such currency as specified from time to time by the applicable Administrative Agent to the Borrower and each Lender.

“Event of Default” has the meaning assigned to such term in Article VII.

-18-

“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.

-19-

“Excess Cash Flow Period” means each fiscal year of the Borrower, commencing with the fiscal year of the Borrower ending September 30, 2016.

“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 applicable 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 applicable 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 applicable 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 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 Agents; (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; (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); and (xiv) 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 (xiv) (unless such Proceeds, substitutions or replacements would constitute Excluded Property referred to in clauses (i) through (xiv)).

-20-

“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 each 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.

-21-

“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” shall have the meaning assigned to such term in Section 2.25.

“Extended Revolving Loan” shall have the meaning assigned to such term in Section 2.25.

“Extended Term Loan” shall have the meaning assigned to such term in Section 2.25.

“Extending Lender” shall have the meaning assigned to such term in Section 2.25.

“Extension” shall have the meaning assigned to such term in Section 2.25.

“Extension Amendment” shall have 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 Closing Date there are three Facilities (i.e., the Initial Term A Facility, the Initial Term B 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).

-22-

“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 applicable 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, Xxxxxxx Xxxxx Bank USA, Xxxxxxx Sachs Lending Partners LLC, JPMorgan Chase Bank, N.A., X.X. Xxxxxx Securities LLC, Bank of America, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, PNC Bank, National Association, PNC Capital Markets LLC and Citizens Bank, National Association, that certain Administrative Agent Fee Letter, dated as of June 26, 2015, by and among the Borrower and the Term Loan B Administrative Agent and that certain Administrative Agent Fee Letter, dated June 26, 2015, by and among the Borrower and the Term Loan A/Revolver 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, the Term Loan B Administrative Agent, the Term Loan A/Revolver 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.

-23-

“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 Xxxxxxx-Xxxxxx 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 any 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).

-24-

“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 Agents 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 any 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.

“Hill Rom EU C.V. Intercompany Note” shall have the meaning assigned to such term in the First Amendment.

“Xxxxxxxxxxx Family Group” means the descendants of Xxxx X. Xxxxxxxxxxx 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.”

-25-

“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).

-26-

“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 A Loan” has the meaning assigned to such term in Section 2.20.

“Incremental Term B 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.

-27-

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 Closing Date is set forth on Schedule 2.01. The aggregate amount of the Initial Revolving Commitments as of the Closing Date is $500,000,000.

“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 Closing 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 Closing 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 Closing Date is set forth on Schedule 2.01. The aggregate amount of the Initial Term A Loan Commitments as of the Closing Date is $1,000,000,000.

“Initial Term A Loans” means (a) the Term A Loans made by the Term Loan Lenders to the Borrower on the Closing 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.

“Initial Term B Borrowing” means any Borrowing comprised of Initial Term B Loans.

“Initial Term B Facility” means the Initial Term B Loan Commitments and the Initial Term B Loans made hereunder.

“Initial Term B Facility Maturity Date” means the seventh anniversary of the Closing Date.

-28-

“Initial Term B Loan Commitment” means, with respect to each Term Loan Lender, the commitment of such Term Loan Lender to make Initial Term B Loans hereunder. The amount of each Term Loan Lender’s Initial Term B Loan Commitment as of the Closing Date is set forth on Schedule 2.01. The aggregate amount of the Initial Term B Loan Commitments as of the Closing Date is $800,000,000.

“Initial Term B Loans” means (a) the Term B Loans made by the Term Loan Lenders to the Borrower on the Closing Date pursuant to Section 2.01(b) and (b) any Incremental Term Loans in the form of additional Initial Term B 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. 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.

-29-

“Interpolated Rate” means, at any time, for any Interest Period, the rate per annum determined by the applicable 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 applicable Administrative Agent from such service as the applicable 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 and each other Lender designated by the Borrower as an “Issuing Bank” hereunder that has agreed to such designation (and is reasonably acceptable to each 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.

-30-

“Joint Lead Arrangers” means each of Xxxxxxx Xxxxx Bank USA, X.X. Xxxxxx Securities LLC, Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx 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 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.

“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 A Lenders, the Term B Lenders and the Revolving Lenders. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

-31-

“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 applicable 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 this Agreement, the First 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 Xxxxx Xxxxx 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 applicable Administrative Agent).

“Margin Stock” has the meaning assigned to such term in Regulation U.

-32-

“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 Agents 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 Xxxxx Xxxxx.

“Minimum L/C Collateral Amount” shall mean, 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 Xxxxx’x Investors Service, Inc. and any successor to its rating agency business.

“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.

-33-

“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” shall have the meaning assigned to such term in the First Amendment and in any event shall mean the entity which holds the Hill Rom EU C.V. Intercompany Note, unless such holder is a Loan Party.

“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, either 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.

-34-

“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 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 Loan A Facilities and the Other Term Loan B Facilities.

“Other Term Loans” means Other Term A Loans, Other Term B Loans, Refinancing Term Loans and Extended Term Loans.

“Other Term A Loans” means, collectively, (a) Incremental Term A Loans (other than Incremental Term A Loans incurred as an increase to the Initial Term A Loans) and (b) Refinancing Term A Loans.

“Other Term B Loans” means, collectively, (a) Incremental Term B Loans (other than Incremental Term B Loans incurred as an increase to the Initial Term B Loans) and (b) Refinancing Term B Loans.

-35-

“Other Term Loan A Facilities” means the Other Term A Loans made thereunder.

“Other Term Loan B Facilities” means the Other Term B Loans made thereunder.

“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 applicable 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 applicable Administrative Agent may elect) for delivery in immediately available and freely transferable funds would be offered by the applicable 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 applicable 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” shall mean 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” shall mean the Term Loan A/Revolver 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 Agents and the Collateral Agent.

-36-

“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 Agents 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).

-37-

“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 91st 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 Agents 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” shall mean 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.

-38-

“Prime Rate” means (a) with respect to Revolving Loans and Term A Loans, 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 and (b) with respect to Term B Loans, the rate of interest per annum publicly announced from time to time by the Term Loan B Facility Administrative Agent as its “prime rate” at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“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” shall have 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 Agents by filing with the Administrative Agents 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 applicable 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)).

-39-

“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 Agents by filing with the Administrative Agents 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 Agents, (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.

-40-

“Reference Bank Rate” means the arithmetic mean of the rates (rounded upwards to four decimal places) supplied to the applicable 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) offices of Xxxxxxx Xxxxx Bank USA, JPMorgan Chase Bank, N.A. and such other banks as may be appointed by the applicable 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).

-41-

“Refinancing Payoffs” has the meaning assigned to such term in Section 4.01(j).

“Refinancing Term Loans” has the meaning assigned to such term in Section 2.23(a).

“Refinancing Term A Loans” means Refinancing Term Loans used to Refinance Term A Loans.

“Refinancing Term B Loans” means Refinancing Term Loans used to Refinance Term B Loans.

“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.

-42-

“Repricing Event” means (i) any prepayment or repayment of Initial Term A Loans or Initial Term B Loans with the proceeds of Indebtedness, or conversion of all or any portion of the Initial Term A Loans or Initial Term B Loans, as applicable, into any new or replacement Indebtedness bearing interest with an All-In Yield that is less than the All-In Yield applicable to the Initial Term A Loans or Initial Term B Loans being prepaid, repaid or converted and (ii) any amendment to this Agreement which reduces the All-In Yield applicable to the Initial Term A Loans or Initial Term B Loans (it being understood that (x) any prepayment premium with respect to a Repricing Event shall apply to any required assignment by a Non-Consenting Lender in connection with any such amendment pursuant to Section 9.02(d) and (y) the All-In Yields shall exclude any structuring, commitment and arranger fees or other similar fees unless such similar fees are paid to all lenders generally in the primary syndication of such new or replacement tranche of Indebtedness); provided that in no event shall any prepayment, repayment or amendment of Initial Term A Loans or Initial Term B Loans in connection with a Change of Control or Transformative Acquisition constitute a Repricing Event.

“Repricing Premium” has the meaning assigned to such term in Section 2.11(b).

“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.

“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.

-43-

“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, 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 Closing Date, the fifth anniversary of the Closing 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 XxXxxx-Xxxx 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.

“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 applicable Administrative Agent to not be included as a Secured Cash Management Agreement.

-44-

“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 applicable 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 Agents, 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 applicable 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 Xxxxx Xxxxx 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 Xxxxx Xxxxx as set forth in the 2015 Registration Statement.

“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 Agents.

-45-

“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 Xxxxx Xxxxx 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 Merger Agreement Representations” means the representations made by or on behalf of Xxxxx Xxxxx and its subsidiaries in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower has (or an affiliate of the Borrower has) the right to terminate the Borrower’s (or its) obligations under the Merger Agreement or decline to consummate the Acquisition, in each case as a result of a breach of such representations in the Merger Agreement.

“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.

-46-

“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 applicable 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.

-47-

“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” shall mean 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 A Commitment” means, with respect to each Term A Lender, the commitment, if any, of such Lender to make a Term A Loan in the amount of such commitment.

“Term A Lender” means a Lender party hereto having a Term A Commitment or holding a Term A Loan or an Other Term A Loan.

“Term A Loan” means (a) an Initial Term A Loan or (b) an Other Term A Loan.

“Term B Commitment” means, with respect to each Term B Lender, the commitment, if any, of such Lender to make a Term B Loan in the amount of such commitment.

“Term B Lender” means a Lender party hereto having a Term B Commitment or holding a Term B Loan or an Other Term B Loan.

“Term B Loan” means (a) an Initial Term B Loan or (b) an Other Term B Loan.

“Term Facility Maturity Date” means the (a) Initial Term A Facility Maturity Date, (b) the Initial Term B Facility Maturity Date and (c) 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 Lender” means, at any time, a Term A Lender or a Term B Lender.

“Term Loan A/Revolver Administrative Agent” means JPMorgan Chase Bank, N.A. (including its branches and affiliates), in its capacity as administrative agent in respect of the Term Loan A Facility and Revolving Facility for the Lenders hereunder.

“Term Loan B Administrative Agent” means Xxxxxxx Xxxxx Bank USA, in its capacity as administrative agent in respect of the Term Loan B Facility for the Lenders hereunder.

“Term Loan Commitment” means the commitment of a Term Loan Lender to make Term Loans. Including Initial Term A Loans, Initial Term B Loans and/or Other Term Loans, in each case, as set forth on Schedule 2.01.

“Term Loan” means a Term A Loan or a Term B Loan.

“Term Loan Installment Date” means an Initial Term A Loan Installment Date, an Initial Term B Loan Installment Date and an Other Term Loan Installment Date.

-48-

“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 0000 Xxxx-Xxx 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 Xxxxx Xxxxx 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” shall mean, 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).

-49-

“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.

“Xxxxx Xxxxx” means Xxxxx Xxxxx Holdings, Inc. (f/k/a Xxxxx Xxxxx Corporation), a New York corporation.

“Xxxxx Xxxxx Equity Interest Transfer” means the sale by the Borrower of (a) up to 20% of its total ownership of common Equity Interests (the “Xxxxx Xxxxx Common Equity Interests”) ( measured as of the First Amendment Effective Date) and (b) 100% of its total ownership of Class A Preferred Stock (the “Xxxxx Xxxxx Preferred Equity Interests” and, together with the Common Equity Interests, the “Xxxxx Xxxxx Transferred Shares”), in each case, in Xxxxx Xxxxx, Inc. to Hill-Rom EU C.V., which such Xxxxx Xxxxx Transferred Shares will be held by Hill-Rom, Inc., as the general partner of Hill-Rom EU C.V., in exchange for an unsecured intercompany note with a term of at least eighteen (18) years and with interest accruing annually and payable on each six (6) anniversary of its issuance (the “Hill Rom EU C.V. Intercompany Note”).

“Xxxxx Xxxxx Equity Transfer Date” means the date the Xxxxx Xxxxx Equity Transfer is consummated.

“Xxxxx Xxxxx Transferred Shares” has the meaning assigned to such term in the definition of Xxxxx Xxxxx Equity Interest Transfer.

“Xxxxx Xxxxx Recapitalization” shall mean the actions intended to accomplish the tax restructuring and tax recapitalization of the equity ownership of Xxxxx Xxxxx, Inc. to facilitate the integration of the operations of Xxxxx Xxxxx, Inc. with the operations of the Borrower, including (a) the transactions and steps set forth in Schedule 1 to the First Amendment and (b) any additional transactions to so restructure and recapitalize the equity ownership of Xxxxx Xxxxx, Inc., after the First Amendment 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 Agents 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.

-50-

“Xxxxx Xxxxx Material Adverse Effect” means any event, circumstance, development, condition, occurrence, state of facts, change or effect that, individually or in the aggregate with other event, circumstance, development, condition, occurrence, state of facts, change or effect, has had or would reasonably be expected to have (a) a material adverse effect on the business, assets, results of operations or financial condition of Xxxxx Xxxxx and its subsidiaries, taken as a whole, or (b) a material adverse effect on the ability of Xxxxx Xxxxx to consummate the Merger and the other Transactions, in either case, other than any one or more of the following, and any event, circumstance, development, condition, occurrence, state of facts, change or effect resulting therefrom: (i) the effect of any change in the United States or foreign economies or securities or financial markets in general; (ii) the effect of any change that generally affects any industry in which Xxxxx Xxxxx or any of its subsidiaries operates; (iii) the effect of any change arising in connection with natural disasters or acts of nature, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions existing or underway as of the date hereofClosing Date; (iv) the effect of any action taken by the Borrower or any of its Affiliates with respect to the Transactions or with respect to Xxxxx Xxxxx or any of its subsidiaries; (v) the effect of any changes in applicable Laws (as defined in the Merger Agreement) or accounting rules or, in each case, the interpretation thereof; (vi) the failure of Xxxxx Xxxxx or any of its subsidiaries to meet internal projections; (vii) compliance with the terms of, or taking any action required by, the Merger Agreement; or (viii) any effect resulting from the public announcement of the Merger Agreement, the consummation of the Transactions, in each case of clauses (i) through (iii) and (v) above, only to the extent that such effect does not have a disproportionate effect on Xxxxx Xxxxx and its subsidiaries as compared to other participants in the industry in which Xxxxx Xxxxx and its subsidiaries operate.

“Xxxxx Xxxxx 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.

SECTION 1.02. 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”).

SECTION 1.03. 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.

-51-

SECTION 1.04. 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 each Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereofClosing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agents notify 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 000-00-00 (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 each 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).

-52-

(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).

SECTION 1.05. 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 each 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.

SECTION 1.06. 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.

SECTION 1.07. 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.

SECTION 1.08. Administrative Agents. Each Lender, Agent, Issuing Bank and any other party hereto agree that (i) the Term Loan B Administrative Agent shall be the administrative agent with respect to the Term B Loans and the Term B Lenders and shall exercise such duties, rights and responsibilities set forth herein applicable to the Term B Loans and the Term B Lenders and (ii) the Term Loan A/Revolver Administrative Agent shall be the administrative agent with respect to the Revolving Loans, Revolving Commitments, Revolving Lenders, Swingline Loans, Swingline Lenders, Letters of Credit, LC Disbursements and Issuing Banks and shall exercise such duties, rights and responsibilities set forth herein applicable to the Revolving Loans, Revolving Commitments, Revolving Lenders, Swingline Loans, Swingline Lenders, Letters of Credit, LC Disbursements and Issuing Banks. References to “applicable” Administrative Agent shall mean, when referring to a Term B Loan or a Term B Lender, the Term Loan B Administrative Agent and when referring to the Revolving Loans, Revolving Commitments, Revolving Lenders, Swingline Loans, Swingline Lenders, Letters of Credit, LC Disbursements or Issuing Banks, the Term Loan A/Revolver Administrative Agent.

-53-

SECTION 1.09. 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.

-54-

ARTICLE II

The Credits

SECTION 2.01. 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, (b) each Term A Lender with an Initial Term Loan A Commitment agrees to make an Initial Term A Loan to the Borrower in Dollars on the Closing Date, in an amount equal to such Lender’s Term Loan A Commitment by making immediately available funds available to the Term Loan A/Revolver Administrative Agent’s designated account, not later than the time specified by the Term Loan A/Revolver Administrative Agent and (c) each Term B Lender with an Initial Term Loan B Commitment agrees to make an Initial Term B Loan to the Borrower in Dollars on the Closing Date, in an amount equal to such Lender’s Term Loan B Commitment by making immediately available funds available to the Term Loan B Administrative Agent’s designated account, not later than the time specified by the Term Loan B 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.

SECTION 2.02. 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 applicable Administrative Agent) at least three (3) Business Days prior to the Closing Date, all Borrowings made on the Closing 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.

-55-

(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.

SECTION 2.03. Requests for Borrowings. To request a Borrowing, the Borrower shall notify each 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 each 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 applicable 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.

-56-

SECTION 2.04. Determination of Dollar Amounts. The applicable 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 applicable Administrative Agent in its discretion or upon instruction by the Required Lenders.

Each day upon or as of which the applicable 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.

SECTION 2.05. 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 Term Loan A/Revolver 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 Term Loan A/Revolver Administrative Agent will promptly advise the Swingline Lender and the Term Loan B Administrative Agent 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.

-57-

(c) The Swingline Lender may by written notice given to the Term Loan A/Revolver 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 Term Loan A/Revolver Administrative Agent will give notice thereof to each Revolving Lender and the Term Loan B Administrative Agent, 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 Term Loan A/Revolver 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 Term Loan A/Revolver Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Term Loan A/Revolver 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 Term Loan A/Revolver 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 Term Loan A/Revolver Administrative Agent; any such amounts received by the Term Loan A/Revolver Administrative Agent shall be promptly remitted by the Term Loan A/Revolver 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 Term Loan A/Revolver 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.

SECTION 2.06. 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 Term Loan A/Revolver 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 Closing 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).

-58-

(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 Term Loan A/Revolver 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 Term Loan A/Revolver 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 Term Loan A/Revolver 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.

-59-

(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 Term Loan A/Revolver 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 Term Loan A/Revolver 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 Term Loan A/Revolver 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 Term Loan A/Revolver 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 Term Loan A/Revolver Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Term Loan A/Revolver 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 Term Loan A/Revolver 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 Term Loan A/Revolver 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.

-60-

(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 Term Loan A/Revolver 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 Term Loan A/Revolver 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 Term Loan A/Revolver Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Term Loan A/Revolver 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.

-61-

(j) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Term Loan A/Revolver 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 Term Loan A/Revolver Administrative Agent, in the name of the Term Loan A/Revolver 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 Term Loan A/Revolver Administrative Agent as collateral for the payment and performance of the Obligations. The Term Loan A/Revolver Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account and the Borrower hereby grants the Term Loan A/Revolver 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 Term Loan A/Revolver 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 Term Loan A/Revolver 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 Term Loan A/Revolver Administrative Agent, such Issuing Bank shall report in writing to the Term Loan A/Revolver 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 Term Loan A/Revolver 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 Term Loan A/Revolver Administrative Agent shall reasonably request.

-62-

SECTION 2.07. 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 applicable 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 applicable 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 applicable 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 Term Loan A/Revolver Administrative Agent to the relevant Issuing Bank.

(b) Unless the applicable 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 such Administrative Agent such Lender’s share of such Borrowing, such 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 such Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to such 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 such Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by such 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 such Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.08. 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.

-63-

(b) To make an election pursuant to this Section, the Borrower shall notify the applicable 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 each 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 applicable Administrative Agent shall advise each Lender and the other Administrative Agent 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 (3rd) 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 applicable 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.

-64-

SECTION 2.09. Termination and Reduction of Commitments.

(a) Unless previously terminated, (i) the Term Loan Commitments shall terminate on the Closing 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 Term Loan A/Revolver 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 Term Loan A/Revolver 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 Term Loan A/Revolver 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.

SECTION 2.10. Repayment and Amortization of Loans; Evidence of Debt.

(a) The Borrower hereby unconditionally promises to pay (i) to the Term Loan A/Revolver 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 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 Term Loan A/Revolver Administrative Agent for the account of each Initial Term A Lender (each such date, an “Initial Term A Loan Installment Date”):

-65-

Payment Date	Aggregate Principal Amount
December 31, 2015	$12,500,000
March 31, 2016	$12,500,000
June 30, 2016	$12,500,000
September 30, 2016	$12,500,000
December 31, 2016	$18,750,000
March 31, 2017	$18,750,000
June 30, 2017	$18,750,000
September 30, 2017	$18,750,000
December 31, 2017	$25,000,000
March 31, 2018	$25,000,000
June 30, 2018	$25,000,000
September 30, 2018	$25,000,000
December 31, 2018	$25,000,000
March 31, 2019	$25,000,000
June 30, 2019	$25,000,000
September 30, 2019	$25,000,000
December 31, 2019	$25,000,000
March 31, 2020	$25,000,000
June 30, 2020	$25,000,000
Initial Term A Facility Maturity Date	$600,000,000

(c) The Borrower shall repay Term B 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 Term Loan B Administrative Agent for the account of each Initial Term B Lender (each such date an “Initial Term B Loan Installment Date”):

Payment Date	Aggregate Principal Amount
December 31, 2015	$2,000,000
March 31, 2016	$2,000,000
June 30, 2016	$2,000,000
September 30, 2016	$2,000,000
December 31, 2016	$2,000,000
March 31, 2017	$2,000,000
June 30, 2017	$2,000,000
September 30, 2017	$2,000,000
December 31, 2017	$2,000,000
March 31, 2018	$2,000,000
June 30, 2018	$2,000,000
September 30, 2018	$2,000,000
December 31, 2018	$2,000,000
March 31, 2019	$2,000,000
June 30, 2019	$2,000,000
September 30, 2019	$2,000,000
December 31, 2019	$2,000,000
March 31, 2020	$2,000,000
June 30, 2020	$2,000,000
September 30, 2020	$2,000,000
December 31, 2020	$2,000,000
March 31, 2021	$2,000,000
June 30, 2021	$2,000,000
September 30, 2021	$2,000,000
December 31, 2021	$2,000,000
March 31, 2022	$2,000,000
June 30, 2022	$2,000,000
Initial Term B Facility Maturity Date	$746,000,000

-66-

(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) Each 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 such 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 applicable 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.

SECTION 2.11. 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 applicable 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 applicable Administrative Agent shall advise the Lenders and the other Administrative Agent 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 A Borrowing shall be applied ratably to the Term A Loans included in the prepaid Term Loan A Borrowing in such order of application as directed by the Borrower and each voluntary prepayment of a Term Loan B Borrowing shall be applied ratably to the Term B Loans included in the prepaid Term Loan B 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, (ii) break funding payments pursuant to Section 2.16 and (iii) in the case of a Repricing Event, the Repricing Premium.

-67-

(b) If any Repricing Event occurs on or before the date that is six months after the Closing Date, the Borrower agrees to pay to the applicable Administrative Agent, for the ratable account of each Term Loan Lender with Initial Term A Loans and/or Initial Term B Loans, as applicable, that are subject to such Repricing Event (including any Term Loan Lender which is replaced pursuant to Section 9.02(d) as a result of its refusal to consent to an amendment giving rise to such Repricing Event), a fee in an amount equal to 1.00% of the aggregate principal amount of the Initial Term A Loans and/or Initial Term B Loans subject to such Repricing Event (the “Repricing Premium”). Such Repricing Premium shall be earned, due and payable upon the date of the occurrence of the respective Repricing Event.

(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 each 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 applicable 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;

-68-

(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 each 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 Term Loan A/Revolver 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).

-69-

(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, Initial Term B 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 Loans), if any, pro rata based on the aggregate principal amount of outstanding Initial Term A Loans, Initial Term B Loans and Other Term Loans (to the extent secured by Collateral on a pari passu basis with the Initial Term 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 Loan 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, Initial Term B 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 each 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. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. Each 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 applicable 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 applicable 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 or the Initial Term B Loans, as applicable, held by such Term Loan A Lender or Term Loan B Lender, as applicable, 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 applicable 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.

SECTION 2.12. Fees.

-70-

(a) The Borrower agrees to pay to the Term Loan A/Revolver Administrative Agent for the account of each Revolving Lender a facility fee (the “Facility Fee”), which shall accrue at the Applicable Rate on the daily amount of the Revolving Commitment of such Lender (whether used or unused) during the period from and including the Closing Date to but excluding the date on which such Revolving Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its Revolving Commitment terminates, then such Facility Fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Revolving Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued Facility 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 Closing Date; provided that any Facility Fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All Facility 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 Term Loan A/Revolver 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 Closing 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 Closing 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 (3rd) Business Day following such last day, commencing on the first such date to occur after the Closing 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 applicable Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and such 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 imme

Document Metadata

Table of Contents

R E C I T A L S