Amendment No. 1 to Purchase and Sale Agreement, dated as of May 4, 2018, among Hill-Rom Company, Inc., as initial servicer, each of the Originators party to the Purchase and Sale Agreement, as originators, and Hill-Rom Finance Company LLC, as buyer

EX-10.2 3 ex10_2.htm EXHIBIT 10.2

Exhibit 10.2

AMENDMENT NO. 1 TO

PURCHASE AND SALE AGREEMENT

AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT, dated as of May 4, 2018 (the “Amendment”), is among HILL-ROM COMPANY, INC., an Indiana corporation (“Hill-Rom”), as initial Servicer (in such capacity, the “Servicer”), each of the Originators party to the Agreement (as defined below) (each, an “Originator” and collectively, the “Originators”), and HILL-ROM FINANCE COMPANY LLC, a Delaware limited liability company, as buyer (the “Buyer”).

W I T N E S S E T H:

WHEREAS, the Servicer, the Originators and the Buyer have heretofore entered into that certain Purchase and Sale Agreement, dated as of May 5, 2017 (as amended, restated, supplemented, assigned or otherwise modified from time to time, the “Agreement”);

WHEREAS, concurrently herewith, the Buyer and the Servicer are entering into that certain Amendment No. 1 to Loan and Security Agreement, dated as of the date hereof (the “LSA Amendment”), among the Buyer, the Servicer, MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), as a group agent, as a committed lender and as the administrative agent (in such capacity, “Administrative Agent”); and

WHEREAS, the parties hereto wish to modify the Agreement upon the terms hereof.

NOW, THEREFORE, in exchange for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged and confirmed), the parties hereto agree as follows:

A G R E E M E N T:

1. Definitions. Unless otherwise defined or provided herein, capitalized terms used herein have the meanings attributed thereto in (or by reference in) the Agreement.

2. Amendment to the Agreement. The Agreement is hereby amended to incorporate the changes shown on the marked pages of the Agreement attached hereto as Exhibit A.

3. Conditions to Effectiveness. This Amendment shall be effective as of the date hereof, concurrently with the effectiveness of the LSA Amendment, upon satisfaction of the following conditions precedent:

(a) Execution of the Amendment. The Administrative Agent shall have received a counterpart of this Amendment duly executed by each of the other parties hereto.

(b) Execution of A&R Subordinated Notes. The Administrative Agent shall have received a copy of an executed amended and restated Subordinated Note issued to each Originator.

(c) Cancelation of Original Subordinated Notes. The Buyer shall have received the original Subordinated Note issued by the Buyer to each Originator on the Closing Date and the Administrative Agent shall have received evidence that each such original Subordinated Note has been cancelled.

(d) No Defaults. No Purchase and Sale Termination Event, Event of Default or Unmatured Event of Default shall have occurred and be continuing either immediately before or immediately after giving effect to this Amendment, the LSA Amendment and the Subordinated Note Financing Documents.

(e) Representations and Warranties True. The representations and warranties contained in the Agreement and in this Amendment shall be true and correct in all material respects (except that any representation and warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects) both as of the date hereof and immediately after giving effect to this Amendment, the LSA Amendment and the Subordinated Note Financing Documents, unless such representations and warranties by their terms refer to an earlier date, in which case they are true and correct in all material respects (except that any such representation and warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of such earlier date.

4. Certain Representations and Warranties. Each of Hill-Rom, the Servicer and each Originator represents and warrants to the Buyer and the Group Agent, the Committed Lender and the Administrative Agent as follows:

(a) Representations and Warranties. The representations and warranties made by such party in the Agreement and in any other Transaction Document to which it is a party are true and correct in all material respects (except that any representation and warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of the date hereof both immediately before and immediately after giving effect to this Amendment, the LSA Amendment and the Subordinated Note Financing Documents, unless such representations and warranties by their terms refer to an earlier date, in which case they are true and correct in all material respects (except that any such representation and warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of such earlier date.

(b) Due Authorization, Non-Contravention, etc. The execution, delivery and performance by such party of this Amendment are within its corporate powers, have been duly authorized by all necessary action, and do not: (1) contravene its organizational documents; (2) conflict with, result in any breach or (without notice or lapse of time or both) a default under any indenture, loan agreement, asset purchase agreement, mortgage, deed of trust, or other agreement or instrument to which it is a party or by which it or any of its properties is bound, if such conflict, breach or default could reasonably be expected to have a Material Adverse Effect, or (3) violate any Applicable Law applicable to it or any of its properties if such violation of Applicable Law could reasonably be expected to have a Material Adverse Effect.

(c) Validity, etc. This Amendment constitutes the legal, valid and binding obligation of such party enforceable against such party in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance, or other similar Applicable Laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law and implied covenants of good faith and fair dealing.

(d) No Defaults. No Purchase and Sale Termination Event, Event of Default or Unmatured Event of Default has occurred and is continuing either immediately before or immediately after giving effect to this Amendment, the LSA Amendment and the Subordinated Note Financing Documents.

5. Consent. Each of the parties hereto hereby consent to the filing, by or on behalf of each Originator and the Buyer, and at each Originator’s and the Buyer’s sole expense, of the UCC-3 Financing Statement Amendments, in substantially the form attached hereto as Exhibit B.

6. Reference to, and Effect on the Agreement and the Transaction Documents.

(a) The Agreement (except as specifically amended herein) shall remain in full force and effect and the Agreement and each of the other Transaction Documents are hereby ratified and confirmed in all respects by each of the parties hereto.

(b) On and after the execution and delivery of this Amendment, each reference in the Agreement to “this Agreement”, “hereof”, “hereunder” or words of like import referring to the Agreement, and each reference in any other Transaction Document to “the Purchase and Sale Agreement”, “thereunder”, “thereof” or words of like import referring to the Agreement, shall mean and be a reference to the Agreement, as amended by this Amendment.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Buyer, the Administrative Agent, the Group Agent or the Committed Lender under, nor constitute a waiver of any provision of, the Agreement or any other Transaction Document.

(d) To the extent that the consent of any party hereto, in any capacity, is required under the Transaction Documents or any other agreement entered into in connection with the Transaction Documents with respect to any of the amendments set forth herein, such party hereby grants such consent.

7. Further Assurances. Each of the Originators, the Servicer and the Buyer hereby agrees to do, at the Originators’ expense, all such things and execute all such documents and instruments as the Administrative Agent or the Buyer may reasonably consider necessary or desirable to give full effect to the transaction contemplated by this Amendment and the documents, instruments and agreements executed in connection herewith.

8. Transaction Document. This Amendment shall be a Transaction Document under (and as defined in) the Agreement.

9. Costs and Expenses. Each Originator, jointly and severally, agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses incurred by Buyer and any Affected Party in connection with the preparation, negotiation, execution and delivery of this Amendment and the LSA Amendment, including the reasonable Attorney Costs for the Administrative Agent and the other Credit Parties with respect thereto.

10. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and assigns and shall also inure to the benefit of the parties to the Loan and Security Agreement.

11. Execution in Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart hereof by facsimile or other electronic means shall be equally effective as delivery of an originally executed counterpart.

12. GOVERNING LAW. THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF).

13. CONSENT TO JURISDICTION. EACH ORIGINATOR AND BUYER HEREBY ACKNOWLEDGES AND AGREES THAT IT IRREVOCABLY (I) SUBMITS TO THE JURISDICTION, FIRST, OF ANY UNITED STATES FEDERAL COURT, AND SECOND, IF FEDERAL JURISDICTION IS NOT AVAILABLE, OF ANY NEW YORK STATE COURT, IN EITHER CASE SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT, (II) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED ONLY IN SUCH NEW YORK STATE OR FEDERAL COURT AND NOT IN ANY OTHER COURT, AND (III) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.

14. Severability. Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

15. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment or be given any substantive effect.

16. Consent. Reference is hereby made to Section 7(f)(i) of each Subordinated Note (such provision, the “Anti-Assignability Provision”). Notwithstanding each Anti-Assignability Provision, the Administrative Agent hereby consents to the Adverse Claims of the Subordinated Note Financier in each Subordinated Note that arise pursuant to any Subordinated Note Financing Document, so long as the Subordinated Note Financier is then party to the No Petition Agreement.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

	HILL-ROM COMPANY, INC.,
	as an Originator and as Servicer


	By:	/s/ Steven J. Strobel
	Name:	Steven J. Strobel
	Title:	Senior Vice President and
		Chief Financial Officer


	HILL-ROM MANUFACTURING, INC.,
	as an Originator


	By:	/s/ Steven J. Strobel
	Name:	Steven J. Strobel
	Title:	Senior Vice President and
		Chief Financial Officer


	HILL-ROM FINANCE COMPANY LLC,
	as Buyer



	By:	/s/ Steven J. Strobel
	Name:	Steven J. Strobel
	Title:	Senior Vice President and
		Chief Financial Officer

Amendment No. 1 to PSA

(Hill-Rom)

S-1

	ACKNOWLEDGED AND AGREED:


	MUFG BANK, LTD.,
	as Administrative Agent


	By:	/s/ Luna Mills
	Name:	Luna Mills
	Title:	Managing Director

Amendment No. 1 to PSA

(Hill-Rom)

S-2

EXHIBIT A

(attached)

Exhibit A

EXHIBIT A to Amendment No. 1, dated May 4, 2018 EXECUTION COPY PURCHASE AND SALE AGREEMENT dated as of May 5, 2017 between HILL-ROM COMPANY, INC., as an Originator and as Servicer, and the OTHER ORIGINATORS FROM TIME TO TIME PARTY HERETO, as Originators and HILL-ROM FINANCE COMPANY LLC, as Buyer 72752421117534893 TABLE OF CONTENTS (continued) Page SECTION 8.3 Notices, Etc. 25 SECTION 8.4 Binding Effect; Assignment 25 SECTION 8.5 Survival 26 SECTION 8.6 Costs, Expenses and Taxes 26 SECTION 8.7 Execution in Counterparts; Integration 26 SECTION 8.8 Governing Law 27 SECTION 8.9 Waiver of Jury Trial 27 SECTION 8.1027 SECTION 8.10 Consent to Jurisdiction; Waiver of Immunities SECTION 8.11 Confidentiality 27 SECTION 8.12 No Proceedings 27 SECTION 8.1328 SECTION 8.13 No Recourse Against Other Parties 28 SECTION 8.14 Grant of Security Interest 28 SECTION 8.1428 SECTION 8.15 Binding Terms in Other Transaction Documents 28 SECTION 8.16 Joint and Several Liability 28 SECTION 8.17 Severability 28 ARTICLE IX JOINDER OF ADDITIONAL ORIGINATORS 28 SECTION 9.1 Addition of New Originators28 ANNEX 1 UCC Details Schedule ANNEX 2 Notice Information EXHIBIT ~~2.3(e)~~2.2 Form of Note EXHIBIT 2.5 Form of Purchase Report EXHIBIT 9 Form of Joinder Agreement -ii- PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT dated as of May 5, 2017 (this “Agreement”) is among HILL-ROM COMPANY, INC., an Indiana corporation (“Hill-Rom”), as an originator and as initial servicer (in such capacity, the “Servicer”), THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS ORIGINATORS (together with Hill-Rom, the “Originators” and each, an “Originator”), and HILL-ROM FINANCE COMPANY LLC, a Delaware limited liability company (the “Buyer”). For good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS AND RELATED MATTERS SECTION 1.1 Defined Terms. In this Agreement, unless otherwise specified: (a) capitalized terms are used as defined in (or by reference in) the Loan and Security Agreement dated as of the date hereof (as amended, restated, modified or otherwise supplemented from time to time, the “Loan and Security Agreement”) among Buyer, as Borrower, Servicer, the Persons from time to time party thereto as Lenders and as Group Agents, and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.~~, New York Branch~~), as Administrative Agent, and (b) as used in this Agreement, unless the context otherwise requires, the following terms have the meanings indicated below: “Aggregate Originator Purchase Price” has the meaning given in Section 2.5(b). “Joinder Agreement” has the meaning given in Section 9.1. “Purchase and Sale Termination Date” means, with respect to any Originator, the date that Receivables and Related Assets cease being sold or contributed, as applicable, to the Buyer under this Agreement pursuant to Article VI of this Agreement. “Purchase and Sale Termination Event” means the occurrence of any of the following events or occurrences: (a) any Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party and such failure shall remain unremedied for two (2) Business Days; (b) any representation or warranty made or deemed to be made by any Originator (or any of its officers) under or in connection with this Agreement, any other Transaction Documents to which it is a party, or any other information or report delivered pursuant hereto or thereto shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered; provided, that no breach of a representation or warranty set forth in Section 4.2(a), (c), (l) or (r) shall constitute a Purchase and Sale Termination Event pursuant to this clause (b) if a Deemed Collection has occurred in accordance with Section 3.2 with respect to such breach; (c) any Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other Transaction Document to which it is a party on its part to be performed or observed and such failure shall continue unremedied for ten (10) Business Days after such Originator has knowledge or receives written notice thereof; or (d) an Event of Bankruptcy shall have occurred with respect to any Originator. “Purchase Price” has the meaning given in Section 2.3(a). “Purchase Report” has the meaning given in Section 2.5. “Related Assets” means (a) all rights to, but not any obligations under, all Related Security with respect to the Receivables, (b) all Records (but excluding any obligations or liabilities under the Contracts), (c) all Collections in respect of, and other proceeds of, the Receivables or any other Related Security, (d) all ~~rights and remedies of any Originator under any Transaction Documents and any~~ other rights or assets pledged, sold or otherwise transferred to Buyer hereunder, and (e) all products and proceeds of any of the foregoing. “Senior Interest Holders” has the meaning given in Exhibit 2.3(e).2.2. “Senior Interests” has the meaning given in Exhibit 2.3(e).2.2. “Subordinated Note” has the meaning given in Section 2.3(e).2.2. “Subordination Provisions” has the meaning given in each Subordinated Note. SECTION 1.2 Other Interpretive Matters. The interpretation of this Agreement, unless otherwise specified, is subject to Section 1.02 of the Loan and Security Agreement. ARTICLE II AGREEMENT TO PURCHASE, SELL AND CONTRIBUTE SECTION 2.1 Purchase, Sale and Contribution. Upon the terms and subject to the conditions set forth in this Agreement, each Originator hereby sells or contributes, as applicable, to Buyer, and Buyer hereby purchases or acquires from each Originator, as applicable, all of such Originator’s right, title and interest in, to and under the Receivables and the Related Assets, in each case whether now existing or hereafter arising, acquired, or originated. SECTION 2.2 Timing of Purchases. All of the Receivables existing at the opening of each Originator’s business on the Closing Date are hereby sold or contributed, as applicable, to Buyer on such date in accordance with the terms hereof. All of the Receivables originated by any Originator on any date after the Closing Date until the Purchase and Sale Termination Date shall be sold or contributed, as applicable, to Buyer on such date in accordance with the terms hereof. Buyer shall pay to the respective Originators on the Closing Date or within two (2) Business Days after the date of such sale, as applicable, the applicable cash Purchase Price for the Receivables sold to Buyer in immediately available funds; provided, however, to the extent that Buyer does not have funds available to pay the Purchase Price due on the Closing Date or any other sale date in cash (such cash insufficiency being a “Deferred Payment”), such Deferred Payment shall be deemed to have been funded by the related Originator through either (i) an advance under the related Subordinated Note, subject to the limitation in Section 2.3(e) below or (ii) solely in the case of Hill-Rom, as an Originator, as a capital contribution, subject to the limitations in Section 2.3(d) below. On and after the Closing Date until the Purchase and Sale Termination Date, each Receivable shall be deemed to have been sold or contributed to Buyer immediately (and without further action by any Person) upon the creation or acquisition of such Receivable by the related Originator. The Related Assets with respect to each Receivable shall be sold or contributed at the same time as such Receivable, whether such Related Assets exist at such time or arise, are acquired or are originated thereafter. Buyer has, or shall on the date that any Originator becomes a party to this Agreement, execute and deliver in the form attached to this Agreement as Exhibit 2.2, a subordinated promissory note (each, a “Subordinated Note”) to such Originator. SECTION 2.3 Purchase Price. (a) The purchase price (“Purchase Price”) for the Receivables and the Related Assets shall equal the fair market value of the Receivables as agreed by each Originator and Buyer at the time of purchase or acquisition. (b) On the date of the initial purchase, Hill-Rom, as an Originator, shall contribute Receivables to Buyer as a capital contribution in the amount set forth in a written notice on the date thereof from Hill-Rom to Buyer and Administrative Agent. (c) Buyer shall pay the related Originator the Purchase Price with respect to each non-contributed Receivable and the Related Assets, created or acquired by such Originator on the date of purchase thereof as set forth above by transfer of funds, to the extent that Buyer has funds available for that purpose after satisfying Buyer’s obligations under the Loan and Security Agreement. (d) In the case of Hill-Rom, as an Originator, to the extent Buyer does not have funds available to pay the Purchase Price due on any day in cash and the Borrower’s Net Worth is less than the Required Capital Amount, Hill-Rom, as an Originator, shall treat Hill-Rom Receivables and Related Assets allocable to any Deferred Payment to have been transferred by Hill-Rom to Buyer as a capital contribution, in return for an increase in the value of the equity interest in Buyer held by Hill-Rom. (e) In the case of any Originator ~~other than Hill-Rom~~, to the extent Buyer does not have funds available to pay the Purchase Price due on any day in cash, Buyer ~~shall~~ ~~execute and deliver in the form attached to this Agreement as~~ Exhibit 2.3(e), ~~a subordinated promissory note (each, a “~~Subordinated Note”) ~~in a principal amount equal to such Deferred Payment and payable to such Originator, or~~ shall increase the principal amount of ~~any outstanding~~the Subordinated Note payable to such Originator by the principal amount of such Deferred Payment; provided, that the aggregate principal amount of the Subordinated Notes shall not at any time exceed or be permitted to exceed the maximum amount of the Subordinated Notes that could be owed without rendering Borrower’s Net Worth less than the Required Capital Amount. Each Originator is hereby authorized by Buyer to ~~endorse on the schedule attached to its Subordinated Note an appropriate notation evidencing~~note in its records the date and amount of each advance ~~thereunder~~under its Subordinated Note, as well as the date of each payment with respect thereto, provided that the failure to ~~make~~update such ~~notation~~records shall not affect any obligation of Buyer thereunder. (f) In addition to contributions of Receivables and Related Assets by Hill-Rom to Buyer hereunder, Hill-Rom may also, at its option in its sole discretion, contribute cash to Buyer in return for an increase in the value of the equity interest in Buyer held by Hill-Rom. Servicer shall evidence Hill-Rom’s election to treat all or any portion of a Deferred Payment as a capital contribution by recording it as such on the books and records of Buyer as maintained by the Servicer, and no further notice or acceptance of any such contribution shall be necessary. Hill-Rom, Servicer and Buyer shall each record on its respective books and records any capital contribution made by Hill-Rom to Buyer promptly following its occurrence. SECTION 2.4 No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the sale or contribution, as applicable, of Receivables and Related Assets under this Agreement shall be without recourse to any Originator. Each Originator and Buyer intend the transactions hereunder to constitute absolute and irrevocable true sales or valid contributions of Receivables and the Related Assets by each Originator to Buyer, providing Buyer with the full risks and benefits of ownership of the Receivables and Related Assets (such that the Receivables and the Related Assets would not be property of any Originator’s estate in the event of such Originator’s bankruptcy). None of Buyer, Administrative Agent, the Credit Parties or the other Affected Persons shall have any obligation or liability under any Receivables or Related Assets, nor shall Buyer, Administrative Agent, any Credit Party or the other Affected Persons have any obligation or liability to any Obligor or other customer or client of any Originator (including any obligation to perform any of the obligations of any Originator under any Receivables or Related Assets) or to Servicer. SECTION 2.5 Purchase Report. On each date when an Information Package is due to be delivered under the Loan and Security Agreement, the Servicer shall deliver to the Buyer, the Administrative Agent and each Originator a report in substantially the form of Exhibit 2.5 (each such report being herein called a “Purchase Report”) setting forth, among other things: (a) for each Originator, the aggregate initial Unpaid Balance of all Receivables which were sold or contributed by such Originator to the Buyer during the most recently ended Settlement Period; (b) for each Originator, the aggregate Purchase Price for all Receivables which were sold or contributed by such Originator to the Buyer during the most recently ended Settlement Period (such aggregate Purchase Price with respect to any Originator and Settlement Period, an “Aggregate Originator Purchase Price”); (c) for each Originator, the portion, if any, of the Aggregate Originator Purchase Price for the most recently ended Settlement Period that was paid in cash during such Settlement Period; (d) for each Originator, the portion, if any, of the Aggregate Originator Purchase Price for the most recently ended Settlement Period that was paid in the form of an increase in the principal amount of the related Subordinated Note during such Settlement Period; (e) in the case of Hill-Rom, the portion, if any, of the Aggregate Originator Purchase Price for the most recently ended Settlement Period that was paid in the form of a capital contribution by Hill-Rom to Buyer during such Settlement Period; (f) the Borrower’s Net Worth as of the Cut-Off Date of the most recently ended Settlement Period; (g) for each Originator, the aggregate amount by which the principal balance of the related Subordinated Note was repaid during the most recently ended Settlement Period; and (h) for each Originator, the aggregate principal amount of the related Subordinated Note as of the Cut-Off Date of the most recently ended Settlement Period. ARTICLE III ADMINISTRATION AND COLLECTION SECTION 3.1 Hill-Rom to Act as Servicer; Contracts. (a) Hill-Rom shall be responsible for the servicing, administration and collection of the Receivables and the Related Assets for the benefit of Buyer and for the benefit of Administrative Agent (as Buyer’s assignee) on behalf of the Credit Parties, all on the terms set out in (and subject to any rights to terminate Hill-Rom as Servicer and appoint a successor Servicer pursuant to) the Loan and Security Agreement. (b) Each Originator shall reasonably cooperate with Buyer and Servicer in collecting amounts due from Obligors in respect of the Receivables. (c) Buyer and each Originator hereby grant to Servicer an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take or cause to be taken in the name of Buyer or such Originator, as the case may be, any and all steps which are necessary or advisable to endorse, negotiate, enforce, or otherwise realize on any checks, instruments or other proceeds of the Receivables or other right of any kind held or transmitted by Buyer or such Originator or transmitted or received by Buyer (whether or not from such Originator) or such Originator in connection with any Receivable and any Related Assets (including under the related Records). (d) Each Originator hereby grants to Buyer and to Administrative Agent, as assignee of Buyer, an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take or cause to be taken in the name of Buyer or such Originator, as the case may be, any and all steps which are necessary or advisable to endorse, negotiate, enforce, or otherwise realize on any checks, instruments or other proceeds of the Receivables or other right of any kind held or transmitted by Buyer or such Originator or transmitted or received by Buyer (whether or not from such Originator) or such Originator in connection with any Receivable and any Related expense arrange for Buyer and such successor Servicer to receive any such required license or approval. (f) Litigation. Promptly, and in any event within five (5) Business Days after such Originator obtains knowledge thereof, notice of (i) any litigation, investigation or proceeding (including a contingency thereof) initiated against such Originator and (ii) any development in litigation previously disclosed by it, in each case, that could reasonably be expected to have a Material Adverse Effect. (g) Change in Credit and Collection Policies or Business. At least thirty (30) days prior to (i) the effectiveness of any material change in or material amendment to such Originator’s Credit and Collection Policy, a description or, if available, a copy of the Credit and Collection Policy then in effect and a written notice (A) indicating such change or amendment and (B) if such proposed change or amendment would be reasonably likely to materially and adversely affect the collectability of the Receivables or materially decrease the credit quality of any newly created Receivables or otherwise make any material change thereto, requesting Buyer’s, Administrative Agent’s and Majority Group Agent’s consent thereto and (ii) any change in the character of such Originator’s business that has or could reasonably be expected to materially and adversely affect the ability of such Originator to perform its obligations hereunder or that would prevent such Originator from conducting its business operations relating to the Receivables, its servicing of the Receivables or the performance of its duties and obligations hereunder or under the other Transaction Documents, a written notice indicating such change and requesting Buyer’s, Administrative Agent’s and Majority Group Agent’s consent thereto. (h) Other Information. Promptly, from time to time, such Records or other information, documents, records or reports respecting the condition or operations, financial or otherwise, of such Originator as Administrative Agent or Buyer may from time to time reasonably request in order to protect the interests of Buyer, Administrative Agent or any Credit Party under or as contemplated by this Agreement or any other Transaction Document or to comply with any Applicable Law or any Governmental Authority. (i) Amendment to Subordinated Note Financing Document. (i) At least five (5) Business Days prior to the effectiveness of any material amendment, restatement, supplement, waiver or other modification to any Subordinated Note Financing Document, (A) a copy of such agreement and (B) a written notice indicating such agreement (x) could not reasonably be expected to have a Material Adverse Effect and (y) does not violate Section 5.1(c) of this Agreement and (ii) promptly, and in any event within five (5) Business Days after the effectiveness of any other amendment, restatement, supplement, waiver or other modification of any Subordinated Note Financing Document, a copy of such agreement. SECTION 5.4 Negative Covenants of Each Originator. From the date hereof until the Final Payout Date, each Originator shall not, without the prior written consent of Administrative Agent and Buyer, do or permit to occur any act or circumstance which it has covenanted not to do or permit to occur in any other Transaction Document to which it is a party in any capacity, or: 18 other right, power or remedy. If an Event of Default has occurred and is continuing, Buyer (or Administrative Agent as assignee of Buyer’s rights hereunder) shall have, in addition to all other rights and remedies under this Agreement, any other Transaction Document or otherwise, all other rights and remedies provided under the UCC of each applicable jurisdiction and other Applicable Laws (including all the rights and remedies of a secured party upon default under the UCC (including the right to sell any or all of the Receivables and Related Assets)). The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by Applicable Law. Each Originator hereby consents to and agrees to be bound by the specific remedies provisions of Section 9.03 and 9.04 of the Loan and Security Agreement as if they were set forth herein mutatis mutandis. Without limiting the foregoing, ~~BTMU~~MUFG, individually and as Administrative Agent, and each Credit Party and Group Agent, and any of their Affiliates (the “Set-off Parties”) are each hereby authorized by each of the parties hereto, at any time and from time to time during the continuance of an Event of Default, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by and other indebtedness at any time owing to any such Set-off Party to or for the credit to the account of such party, against all due but unpaid obligations of such party, now or hereafter existing under this Agreement or any other Transaction Document (other than in respect of any repayment of Aggregate Capital or Interest by Buyer pursuant to the Loan and Security Agreement), to any Affected Person, any Originator Indemnified Party or any other Affected Person; provided, that any Set-off Party shall notify such party prior to or concurrently with any such set off. SECTION 8.3 Notices, Etc. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile and email communication) and shall be personally delivered or sent by express mail or courier or by certified mail, first class postage prepaid or by facsimile or e-mail, to the intended party at the address, facsimile number or email address of such party set forth in Annex 2 or at such other address, facsimile number or email address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective, (a) if personally delivered or sent by express mail or courier or if sent by certified mail, when received, and (b) if transmitted by facsimile or email, when sent; provided that if not sent during normal business hours for the recipient, shall be deemed to have been sent at the opening of business on the next Business Day for the recipient. SECTION 8.4 Binding Effect; Assignment. Each Originator acknowledges that institutions providing financing (by way of loans or purchases of Receivables or interests therein) pursuant to the Loan and Security Agreement may rely upon the terms of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall also, to the extent provided herein, inure to the benefit of the parties to the Loan and Security Agreement. Each Originator acknowledges that Buyer’s rights under this Agreement may be assigned to ~~BTMU~~MUFG, a Committed Lender or a Conduit Lender under the Loan and Security Agreement, consents to such assignment and to the exercise of those rights directly by ~~BTMU~~MUFG, a Committed Lender or a Conduit Lender to the extent permitted by the Loan and Security Agreement and acknowledges and agrees that ~~BTMU~~MUFG, individually and as agent, a Committed Lender, a Conduit Lender and the other Affected Persons and each of their respective successors and permitted assigns are express third party beneficiaries of this Agreement. 26 Final Payout Date. In addition, all amounts payable by Buyer to any Originator pursuant to this Agreement shall be payable solely from funds available for that purpose (after Buyer has satisfied all obligations then due and owing under the Loan and Security Agreement). SECTION 8.13 No Recourse Against Other Parties. No recourse under any obligation, covenant or agreement of Buyer contained in this Agreement shall be had against any stockholder, employee, officer, director, member, manager incorporator or organizer of Buyer. SECTION 8.14 Grant of Security Interest. It is the intention of the parties to this Agreement that the conveyance of each Originator’s right, title and interest in and to the Receivables, the Related Assets and all the proceeds of all of the foregoing to Buyer pursuant to this Agreement shall constitute an absolute and irrevocable purchase and sale or capital contribution, as applicable, and not a loan or pledge. Notwithstanding the foregoing, each Originator does hereby grant to Buyer a security interest to secure such Originator’s obligations hereunder in all of such Originator’s now or hereafter existing right, title and interest in, to and under the Receivables and the Related Assets and that this Agreement shall constitute a security agreement under Applicable Law. SECTION 8.15 Binding Terms in Other Transaction Documents. Each Originator hereby makes for the benefit of Program Support Provider, Administrative Agent, each Lender, each other Secured Party, each of the representations, warranties, covenants, and agreements, and accepts all other binding terms, including the waiver of any rights, which are made applicable to any Originator in any other Transaction Document, each as if the same (together with any provisions incorporated therein by reference) were set forth in full herein. SECTION 8.16 Joint and Several Liability. Each of the representations, warranties, covenants, obligations, indemnities and other undertakings of any Originator hereunder shall be made jointly and severally, and are joint and several liabilities of each of the Originators hereunder. SECTION 8.17 Severability. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. SECTION 8.18 Waiver of Setoff. Notwithstanding anything in this Agreement to the contrary (including the provisions of Section 8.2 hereof), (i) all payments to be made by Buyer to the Originators under the Subordinated Notes shall be made without setoff, counterclaim or other defense, (ii) Buyer hereby waives any and all of its rights to assert any right of setoff, counterclaim or other defense to the making of a payment due to the Originators under the Subordinated Notes (which waiver shall be binding on the Administrative Agent as assignee of Buyer’s rights hereunder) and (iii) each Originator hereby waives any and all rights it may have to set off any amounts owing by such Originator to Buyer (whether under the Transaction Documents or otherwise) against any amounts owing to such Originator under the applicable Subordinated Note; provided, however; that, notwithstanding the foregoing, no payment shall be made by Buyer to any Originator under any Subordinated Note (i) in violation of the provisions 29 of such Subordinated Note or (ii) prior to the Final Payout Date, with any Collections on Pool Receivables except to the extent such amounts have been distributed to Buyer in accordance with the Loan and Security Agreement. ARTICLE IX JOINDER OF ADDITIONAL ORIGINATORS SECTION 9.1 Addition of New Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of Buyer, Servicer, the Majority Group Agents and the Administrative Agent, provided that the following conditions are satisfied on or before the date of such addition: (a) Servicer shall have given Administrative Agent and Buyer at least thirty (30) days’ prior written notice of such proposed addition and the identity of each such proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as Administrative Agent may reasonably request; (b) Performance Guarantor shall have executed and delivered to Administrative Agent a Performance Guaranty in form and substance acceptable to Administrative Agent (in its sole discretion) guaranteeing the timely payment and performance of all of each such proposed additional Originator’s obligations hereunder and under each other Transaction Document, if any, to which such proposed Originator is a party in any capacity; (c) each such proposed additional Originator has executed and delivered to the Buyer and Administrative Agent an agreement substantially in the form attached hereto as Exhibit 9 (a “Joinder Agreement”); (d) each such proposed additional Originator has delivered to Buyer and Administrative Agent each of the applicable documents with respect to such Originator described in Section 6.01 of the Loan and Security Agreement; (e) the Purchase and Sale Termination Date shall not have occurred; (f) no Event of Default or Unmatured Event of Default shall have occurred and be continuing; and (g) each such proposed additional Originator is organized under the laws of the United States, any State thereof or the District of Columbia. [SIGNATURE PAGES FOLLOW] 30 ANNEX 1 UCC DETAILS SCHEDULE (1) Hill-Rom Company, Inc.: (a) Chief Executive Office ~~Two Prudential Plaza~~ ~~180 N. Stetson Avenue~~130 E. Randolph Street, Suite ~~4100~~1000 Chicago, IL 60601 (b) Locations Where Records Are Kept See section (a) 1069 State Route 46 East Batesville, Indiana 47006 (c) Doing Business As Names; Changes in Location or Name None. (d) Federal Taxpayer ID Number 35-1538921 (e) Jurisdiction of Organization Indiana (f) True Legal Name Hill-Rom Company, Inc. (g) Organizational Identification Number 198112-634 Annex 1, Page 1 (2) Hill-Rom Manufacturing, Inc.: (a) Chief Executive Office ~~Two Prudential Plaza~~ ~~180 N. Stetson Avenue~~130 E. Randolph Street, Suite ~~4100~~1000 Chicago, IL 60601 (b) Locations Where Records Are Kept See section (a) 1069 State Route 46 East Batesville, Indiana 47006 (c) Doing Business As Names; Changes in Location or Name None. (d) Federal Taxpayer ID Number 23-0664795 (e) Jurisdiction of Organization Indiana (f) True Legal Name Hill-Rom Company, Inc. (g) Organizational Identification Number 197804-378 Annex 1, Page 2 ANNEX 2 NOTICE INFORMATION If to an Originator or Buyer, to the following: c/o Hill-Rom Holdings, Inc. ~~Two Prudential Plaza~~ ~~180 N. Stetson Avenue~~130 E. Randolph Street, Suite ~~4100~~1000 Chicago, IL 60601 Attn: Steve Strobel, Senior Vice President and Chief Financial Officer Tel: (312) 819-7258 Fax: (812) 934-8329 Email: ***@*** With a copy to: c/o Hill-Rom Holdings, Inc. ~~1069 State Route 46 East~~ ~~Batesville, Indiana 47006~~ ~~Tel: (812) 934-7809~~ ~~Fax: (812) 934-1963~~ ~~Email:~~ (Missing Graphic Reference) ~~***@***~~(Missing Graphic Reference) ~~With a copy to:~~ ~~c/o Hill-Rom Holdings, Inc.~~ ~~Two Prudential Plaza~~ ~~180 N. Stetson Avenue, Suite 4100~~ 130 E. Randolph Street, Suite 1000 Chicago, IL 60601 Attn: ~~General Counsel~~Legal Department Tel: (312) 819-7200 Fax: (312) 819-7219 Email: ari.mintzer1@hill-rom.com With a copy to Administrative Agent at its address set forth in the Loan and Security Agreement. With an additional copy to legal team at: Jones Day 77 West Wacker Dr. Chicago, IL 60601 Attn: ~~Robert J. Graves~~Beth Vogel Tel: (312) 269-~~4356~~1505 Fax: (312) 782-8585 Email: ΡϑΓραϖεσ≅ϑονεσ∆αψ.χοµ ***@*** Annex 2, Page 1 Exhibit ~~2.3(e)~~2.2 FORM OF NOTE NON-NEGOTIABLE SUBORDINATED NOTE as of [ ], 20__ FOR VALUE RECEIVED, the undersigned, Hill-Rom Finance Company LLC, a Delaware limited liability company (“Buyer”), promises to pay to [________________, a ________________] (“Company”), on the terms and subject to the conditions set forth herein and in the Purchase and Sale Agreement referred to below, the aggregate unpaid purchase price of all Receivables and Related Assets purchased and to be purchased by Buyer pursuant to the Purchase and Sale Agreement. Such amount as shown in the records of the Servicer shall be rebuttable presumptive evidence of the principal amount owing under this note (this “Note”). 1. Purchase and Sale Agreement. This Note is one of the Subordinated Notes described in Section 2.3(e) of, and is subject to the terms and conditions set forth in, the Purchase and Sale Agreement, dated as of May 5, 2017 (as the same may be amended, supplemented, or otherwise modified in accordance with its terms, the “Purchase and Sale Agreement”), among Company, as an Originator, the other Originators party thereto, the Servicer and Buyer. Reference is hereby made to the Purchase and Sale Agreement for a statement of certain other rights and obligations of Buyer and Company. In the case of any conflict between the terms of this Note and the terms of the Purchase and Sale Agreement, the terms of the Purchase and Sale Agreement shall control. 2. Definitions; Interpretation. Capitalized terms used (but not defined) herein have the meanings ascribed thereto in (or by reference in) the Purchase and Sale Agreement, and this Note shall be interpreted in accordance with Section 1.2 of the Purchase and Sale Agreement. In addition, as used herein, the following terms have the following meanings: “Final Maturity Date” means the date that falls one year and one day after the later of (a) the Purchase and Sale Termination Date and (b) the Final Payout Date. “Junior Liabilities” means all obligations of Buyer to Company under this Note or to any other Originator, if applicable, under any other Subordinated Note described in Section 2.3(e) of the Purchase and Sale Agreement. “Senior Interests” means (a) the security interest granted to Administrative Agent in the Collateral for the benefit of Credit Parties pursuant to the Loan and Security Agreement, (b) the Aggregate Capital, (c) all Borrower Obligations and (d) all other obligations of Buyer to the Senior Interest Holders, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due on or before the Final Maturity Date. “Senior Interest Holders” means, collectively, each Committed Lender, each Conduit Lender, Administrative Agent and the other Affected Persons and their permitted assigns. “Subordination Provisions” is defined in Section 7 hereof. Exhibit ~~2.3(e),~~2.2, Page 1 Exhibit 2.5 FORM OF PURCHASE REPORT Originator: [Name of Originator] Purchaser: Hill-Rom Finance Company LLC Delivery Date: ________________ ___, 20___ 1. Initial Unpaid Balance of Receivables sold or contributed during the preceding calendar month: $ __________ 2. Aggregate Purchase Price of Receivables sold or contributed during the preceding calendar month: $ __________ 3. Aggregate Purchase Price of Receivables sold or contributed during the preceding calendar month that was paid in cash: $ __________ 4. Aggregate Purchase Price of Receivables sold or contributed during the preceding calendar month that was paid by increasing the Subordinated Note: $ __________ [5. Aggregate Purchase Price of Receivables sold or contributed during the preceding calendar month that was paid in the form of a capital contribution: $ __________]1 Include for Hill-Rom Company only. 6. Borrower’s Net Worth on the last day of the preceding calendar month: $ __________ 7. Reductions in the Subordinated Note during the preceding calendar month: $ __________ 8. Principal balance of the Subordinated Note on the last day of the preceding calendar month: $ __________ Exhibit ~~2.3(e),~~2.5, Page 2 Exhibit 9 FORM OF JOINDER AGREEMENT JOINDER AGREEMENT THIS JOINDER AGREEMENT is executed and delivered by ____________________, a ____________________ (“New Originator”), in favor of Hill-Rom Finance Company LLC, a Delaware limited liability company (“Buyer”), with respect to that certain Purchase and Sale Agreement, dated as of May 5, 2017, by and among the various originators from time to time party thereto, the Servicer and Buyer (as amended, restated, supplemented and otherwise modified from time to time, the “Purchase and Sale Agreement”). Capitalized terms used and not otherwise defined are used with the meanings attributed thereto in the Purchase and Sale Agreement (including those incorporated by reference therein). Subject to receipt of counterparts hereof signed by the signatories below, by its signature below, New Originator hereby absolutely and unconditionally agrees to become a party to the Purchase and Sale Agreement as an Originator thereunder and to be bound by all of the provisions thereof, and hereby makes as to itself, as of the date hereof, each of the representations and warranties in Section 4 of the Purchase and Sale Agreement. Attached hereto are amended and restated versions of Annexes 1 and 2 to the Purchase and Sale Agreement incorporating relevant information with respect to New Originator. After giving effect to the amendments and restatements embodied therein, each of the representations and warranties contained in Sections 4.1 and 4.2 of the Purchase and Sale Agreement will be true and correct as to New Originator. The provisions of Section 8 of the Purchase and Sale Agreement are incorporated in this Joinder Agreement by this reference with the same force and effect as if set forth in full herein except that references in such Section 8 to “this Agreement” shall be deemed to refer to “this Joinder Agreement and to the Purchase and Sale Agreement as modified by this Joinder Agreement.” Delivered herewith are each of the documents, certificates and opinions required to be delivered by New Originator pursuant to Section 9.1 of the Purchase and Sale Agreement. Please acknowledge your consent to New Originator’s joinder to the Purchase and Sale Agreement by signing the enclosed copy hereof in the appropriate space provided below. [signature pages follow] Exhibit 9, Page 1 72752421117534893 IN WITNESS WHEREOF, New Originator has executed this Joinder Agreement as of the _____ day of ____________________. [NEW ORIGINATOR] By:_____________________________________ Name: Title: Each of the undersigned hereby consents to New Originator’s joinder to the Sale Agreement: ~~THE~~MUFG BANK ~~OF TOKYO-MITSUBISHI UFJ~~, LTD., ~~NEW YORK BRANCH~~, as Administrative Agent By:________________________________________ Name: Title: HILL-ROM FINANCE COMPANY LLC, as Buyer By:________________________________________ Name: Title: HILL-ROM COMPANY, INC., as Servicer By:________________________________________ Name: Title: HILL-ROM HOLDINGS, INC., as Performance Guarantor By:________________________________________ Name: Title: 72752421117534893 Exhibit 9, Page 2

EXHIBIT B

(attached)

Exhibit B

UCC FINANCING STATEMENT AMENDMENT FOLLOW INSTRUCTIONS A. NAME & PHONE OF CONTACT AT FILER (optional) B. E-MAIL CONTACT AT FILER (optional) C. SEND ACKNOWLEDGMENT TO: (Name and Address) THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1a. INITIAL FINANCING STATEMENT FILE NUMBER 1b. 201700003864445 filed 05/08/2017 This FINANCING STATEMENT AMENDMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS Filer: attach Amendment Addendum (Form UCC3Ad) and provide Debtor’s name in item 13 2. TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to the security interest(s) of Secured Party authorizing this Termination Statement 3. ASSIGNMENT (full or partial): Provide name of Assignee in item 7a or 7b, and address of Assignee in item 7c and name of Assignor in item 9 For partial assignment, complete items 7 and 9 and also indicate affected collateral in item 8 4. CONTINUATION: Effectiveness of the Financing Statement identified above with respect to the security interest(s) of Secured Party authorizing this Continuation Statement is continued for the additional period provided by applicable law 5. PARTY INFORMATION CHANGE: Check one of these two boxes: This Change affects Debtor or Secured Party of record ANDCheck one of these three boxes to: CHANGE name and/or address: Complete item 6a or 6b; and item 7a or 7b and item 7c ADD name: Complete item DELETE name: Give record name 7a or 7b, and item 7c to be deleted in item 6a or 6b 6. CURRENT RECORD INFORMATION: Complete for Party Information Change - provide only one name (6a or 6b) 6a. ORGANIZATION'S NAME The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Administrative Agent OR 6b. INDIVIDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 7. CHANGED OR ADDED INFORMATION: 7a. ORGANIZATION'S NAME MUFG Bank, Ltd., as Administrative Agent OR 7b. INDIVIDUAL'S SURNAME INDIVIDUAL'S FIRST PERSONAL NAME INDIVIDUAL'S ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 7c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 1221 Avenue of the Americas New York NY 10020 USA 8. COLLATERAL CHANGE: Also check one of these four boxes: ADD collateral DELETE collateral RESTATE covered collateral ASSIGN collateral Indicate collateral: 9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT: Provide only one name (9a or 9b) (name of Assignor, if this is an Assignment) If this is an Amendment authorized by a DEBTOR, check here and provide name of authorizing Debtor 9a. ORGANIZATION'S NAME The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Administrative Agent OR 9b. INDIVIDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 10. OPTIONAL FILER REFERENCE DATA: File with IN-SOS #728111424 Debtor: Hill-Rom Company, Inc. #17534893-4 FILE FIRST International Association of Commercial Administrators (IACA) FILING OFFICE COPY — UCC FINANCING STATEMENT AMENDMENT (Form UCC3) (Rev. 04/20/11) UCC FINANCING STATEMENT AMENDMENT FOLLOW INSTRUCTIONS A. NAME & PHONE OF CONTACT AT FILER (optional) B. E-MAIL CONTACT AT FILER (optional) C. SEND ACKNOWLEDGMENT TO: (Name and Address) THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1a. INITIAL FINANCING STATEMENT FILE NUMBER 1b. 201700003864445 filed 05/08/2017 This FINANCING STATEMENT AMENDMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS Filer: attach Amendment Addendum (Form UCC3Ad) and provide Debtor’s name in item 13 2. TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to the security interest(s) of Secured Party authorizing this Termination Statement 3. ASSIGNMENT (full or partial): Provide name of Assignee in item 7a or 7b, and address of Assignee in item 7c and name of Assignor in item 9 For partial assignment, complete items 7 and 9 and also indicate affected collateral in item 8 4. CONTINUATION: Effectiveness of the Financing Statement identified above with respect to the security interest(s) of Secured Party authorizing this Continuation Statement is continued for the additional period provided by applicable law 5. PARTY INFORMATION CHANGE: Check one of these two boxes: This Change affects Debtor or Secured Party of record ANDCheck one of these three boxes to: CHANGE name and/or address: Complete item 6a or 6b; and item 7a or 7b and item 7c ADD name: Complete item DELETE name: Give record name 7a or 7b, and item 7c to be deleted in item 6a or 6b 6. CURRENT RECORD INFORMATION: Complete for Party Information Change - provide only one name (6a or 6b) 6a. ORGANIZATION'S NAME Hill-Rom Company, Inc. OR 6b. INDIVIDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 7. CHANGED OR ADDED INFORMATION: 7a. ORGANIZATION'S NAME Hill-Rom Company, Inc. OR 7b. INDIVIDUAL'S SURNAME INDIVIDUAL'S FIRST PERSONAL NAME INDIVIDUAL'S ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 7c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 130 E. Randolph Street, Suite 1000 Chicago IL 60601 USA 8. COLLATERAL CHANGE: Also check one of these four boxes: ADD collateral DELETE collateral RESTATE covered collateral ASSIGN collateral Indicate collateral: 9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT: Provide only one name (9a or 9b) (name of Assignor, if this is an Assignment) If this is an Amendment authorized by a DEBTOR, check here and provide name of authorizing Debtor 9a. ORGANIZATION'S NAME MUFG Bank, Ltd., as Administrative Agent OR 9b. INDIVIDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 10. OPTIONAL FILER REFERENCE DATA: File with IN-SOS #728111462 Debtor: Hill-Rom Company, Inc. #17534893-5 FILE SECOND International Association of Commercial Administrators (IACA) FILING OFFICE COPY — UCC FINANCING STATEMENT AMENDMENT (Form UCC3) (Rev. 04/20/11) UCC FINANCING STATEMENT AMENDMENT FOLLOW INSTRUCTIONS A. NAME & PHONE OF CONTACT AT FILER (optional) B. E-MAIL CONTACT AT FILER (optional) C. SEND ACKNOWLEDGMENT TO: (Name and Address) THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1a. INITIAL FINANCING STATEMENT FILE NUMBER 1b. 201700003864445 filed 05/08/2017 This FINANCING STATEMENT AMENDMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS Filer: attach Amendment Addendum (Form UCC3Ad) and provide Debtor’s name in item 13 2. TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to the security interest(s) of Secured Party authorizing this Termination Statement 3. ASSIGNMENT (full or partial): Provide name of Assignee in item 7a or 7b, and address of Assignee in item 7c and name of Assignor in item 9 For partial assignment, complete items 7 and 9 and also indicate affected collateral in item 8 4. CONTINUATION: Effectiveness of the Financing Statement identified above with respect to the security interest(s) of Secured Party authorizing this Continuation Statement is continued for the additional period provided by applicable law 5. PARTY INFORMATION CHANGE: Check one of these two boxes: This Change affects Debtor or Secured Party of record ANDCheck one of these three boxes to: CHANGE name and/or address: Complete item 6a or 6b; and item 7a or 7b and item 7c ADD name: Complete item DELETE name: Give record name 7a or 7b, and item 7c to be deleted in item 6a or 6b 6. CURRENT RECORD INFORMATION: Complete for Party Information Change - provide only one name (6a or 6b) 6a. ORGANIZATION'S NAME OR 6b. INDIVIDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 7. CHANGED OR ADDED INFORMATION: 7a. ORGANIZATION'S NAME OR 7b. INDIVIDUAL'S SURNAME INDIVIDUAL'S FIRST PERSONAL NAME INDIVIDUAL'S ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 7c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 8. COLLATERAL CHANGE: Also check one of these four boxes: ADD collateral DELETE collateral RESTATE covered collateral ASSIGN collateral Indicate collateral: See Exhibit A for a collateral description, attached hereto and made a part hereof, consisting of 5 pages. This financing statement, together with Exhibit A, is a total of 6 pages. 9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT: Provide only one name (9a or 9b) (name of Assignor, if this is an Assignment) If this is an Amendment authorized by a DEBTOR, check here and provide name of authorizing Debtor 9a. ORGANIZATION'S NAME MUFG Bank, Ltd., New York Branch, as Administrative Agent OR 9b. INDIVIDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 10. OPTIONAL FILER REFERENCE DATA: File with IN-SOS #728111460 Debtor: Hill-Rom Company, Inc. #17534893-6 FILE THIRD International Association of Commercial Administrators (IACA) FILING OFFICE COPY — UCC FINANCING STATEMENT AMENDMENT (Form UCC3) (Rev. 04/20/11) Exhibit A to Financing Statement Debtor/Seller: Hill-Rom Company, Inc. 130 E. Randolph Street, Suite 1000 Chicago, IL 60601 Assignor Secured Party/Buyer: Hill-Rom Finance Company LLC 130 E. Randolph Street, Suite 1000 Chicago, IL 60601 Total Assignee of Assignor SecuredParty/Buyer (“Total Assignee”): MUFG Bank, Ltd., as Administrative Agent 1221 Avenue of the Americas New York, New York 10020 The collateral covered by this financing statement is all of the Debtor/Seller’s right, title and interest in, to and under the following property, whether now owned or existing, hereafter acquired or arising, or in which the Debtor/Seller now or hereafter has any rights, and wheresoever located: The Receivables, the Related Assets and all the proceeds of all of the foregoing. The following terms shall have the following meanings. Such definition shall be equally applicable to the singular and plural forms of the terms defined. “Advanced Respiratory Division” means the Advanced Respiratory Division of Debtor/Seller. “Collections” means, with respect to any Pool Receivable: (a) all funds that are received by any Originator, Assignor Secured Party/Buyer, Servicer or any other Person on their behalf in payment of any amounts owed or payable in respect of such Pool Receivable (including purchase price, finance charges, interest and all other charges), or applied to amounts owed or payable in respect of such Pool Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of any related Obligor or any other Person directly or indirectly liable for the payment of such Pool Receivable and available to be applied thereon), (b) all Deemed Collections, (c) all proceeds of all Related Security with respect to such Pool Receivable and (d) all other proceeds of such Pool Receivable. “Contract” means, with respect to any Receivable, the contract or contracts (including any purchase order or invoice), between Debtor/Seller and an Obligor, pursuant to which such Receivable arises or which evidences such Receivable. A “related” Contract with respect to a Pool Receivable means a Contract under which such Pool Receivable arises or which is relevant to the collection or enforcement of such Receivable. Page 1 of ###-###-#### 17534893 “Deemed Collections” means Collections deemed to have been received by an Originator pursuant to the Loan and Security Agreement. “Excluded Receivable” means any Receivable (without giving effect to the exclusion of “Excluded Receivable” from the definition thereof), that satisfies each of the following criteria: (i) such Receivable was generated by the Advanced Respiratory Division in connection with the sale of goods to individuals, (ii) such Receivable is payable in thirteen installments by either an individual or by Medicare or Medicaid and (iii) such Receivable is payable either to the Subject Account or any other account that does not constitute a Lock-Box Account. “Fee Letter” means those certain fee letters signed by the Assignor Secured Party/Buyer and the Servicer in connection with the Loan and Security Agreement. “Governmental Authority” means any government or political subdivision or any agency, authority, bureau, regulatory body, court, central bank, commission, department or instrumentality of any such government or political subdivision, or any other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government or any court, tribunal, grand jury or arbitrator, or any accounting board or authority (whether or not part of a government) which is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic (including any supra-national bodies such as the European Union or the European Central Bank). “Hill-Rom Party” means Debtor/Seller, the Servicer, the Assignor Secured Party/Buyer, the Parent, each Originator and the Performance Guarantor. “Loan and Security Agreement” means the Loan and Security Agreement dated as May 5, 2017 (as amended, restated, modified or otherwise supplemented from time to time) among Assignor Secured Party/Buyer, as borrower, Servicer, the Persons from time to time party thereto as lenders and as group agents, and Total Assignee, as administrative agent. “Lock-Box Accounts” means each of the accounts (and any related lock-box or post office box) specified in the Loan and Security Agreement maintained at a Lock-Box Bank in the name of Assignor Secured Party/Buyer. “Lock-Box Agreement” means a valid and enforceable agreement in form and substance reasonably satisfactory to Total Assignee, among Assignor Secured Party/Buyer, Servicer, Total Assignee and any Lock-Box Bank, whereupon Assignor Secured Party/Buyer, as sole owner of the related Lock-Box Account(s) and the customer of the related Lock-Box Bank in respect of such Lock-Box Account(s), shall transfer to Total Assignee exclusive dominion and control over and otherwise perfect a first-priority security interest in, such Lock-Box Account(s) and the cash, instruments or other property on deposit or held therein. “Lock-Box Bank” means any bank at which Assignor Secured Party/Buyer maintains one or more Lock-Box Accounts. Page 2 of ###-###-#### 17534893 “Medicaid” means the medical assistance program established by Title XIX of the Social Security Act (42 U.S.C. Secs. 1396 et seq.) and any statutes succeeding thereto. “Medicare” means the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act (42 U.S.C. Secs. 1395 et seq.) and any statutes succeeding thereto. “Obligor” means any Person obligated to make payments with respect to a Receivable, including (i) any related advertiser or any advertising agency, agent or licensee of such advertiser or (ii) any guarantor thereof or co-obligor. “Originator” means the Debtor/Seller and each other Person from time to time party to the Purchase and Sale Agreement, as an originator. “Parent” means Hill-Rom Holdings, Inc., an Indiana corporation. “Performance Guarantor” means the Parent. “Performance Guaranty” means the Performance Guaranty, dated as of May 5, 2017, by the Performance Guarantor in favor of the Total Assignee, as administrative agent, as such agreement may be amended, supplemented or otherwise modified from time to time. “Person” means a natural individual, partnership, sole proprietorship, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company, any Governmental Authority or any other entity of whatever nature. “Pool Receivable” means a Receivable in the Receivables Pool. “Purchase and Sale Agreement” means the Purchase and Sale Agreement, dated as of May 5, 2017, among the Servicer, the Originators and the Assignor Secured Party/Buyer, as such agreement may be amended, supplemented or otherwise modified from time to time. “Receivable” means any account receivable or other right to payment from a Person, whether constituting an account, chattel paper, payment intangible, instrument or a general intangible, in each case, arising from the sale of goods, provided or to be provided, or provision of services, rendered or to be rendered, by any Originator pursuant to a Contract, including the right to payment of any interest, finance charges, fees and other payment obligations of such Person with respect thereto provided, however, that “Receivable” does not include any Excluded Receivable. “Receivables Pool” means at any time all then outstanding Receivables sold, purported to be sold or contributed to Assignor Secured Party/Buyer pursuant to the Purchase and Sale Agreement. “Records” means all Contracts and other documents, instruments, books, records, purchase orders, agreements, reports and other information (including computer programs, tapes, disks, other information storage media, data processing software and related property and rights) Page 3 of ###-###-#### 17534893 prepared or maintained by any Hill-Rom Party with respect to, or that evidence or relate to, the Pool Receivables, the Obligors of such Pool Receivables, any Related Security or the origination, collection or servicing of any of the foregoing. “Related Assets” means (a) all rights to, but not any obligations under, all Related Security with respect to the Pool Receivables, (b) all Records (but excluding any obligations or liabilities under the Contracts), (c) all Collections in respect of, and other proceeds of, the Pool Receivables or any other Related Security, (d) all other rights or assets pledged, sold or otherwise transferred to Assignor Secured Party/Buyer under the Purchase and Sale Agreement, and (e) all products and proceeds of any of the foregoing. “Related Security” means, with respect to any Receivable: (a) all of Assignor Secured Party/Buyer’s and Debtor/Seller’s interest in any goods (including returned goods), and documentation of title evidencing the shipment or storage of any goods (including returned goods), the sale of which gave rise to such Receivable; (b) all instruments and chattel paper that may evidence such Receivable; (c) all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all UCC financing statements or similar filings relating thereto; (d) all of Assignor Secured Party/Buyer’s and Debtor/Seller’s rights, interests and claims under all insurance contracts and insurance payments with respect to, or otherwise allocable to, such Receivable or any property that generated such Receivable; (e) all of Assignor Secured Party/Buyer’s and Debtor/Seller’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (f) all books and records of Assignor Secured Party/Buyer and Debtor/Seller to the extent related to any of the foregoing, including all Records related to the foregoing; and (g) all of Assignor Secured Party/Buyer’s rights, interests and claims under the Purchase and Sale Agreement and the other Transaction Documents. “Servicer” means the Person designated as Servicer under the Loan and Security Agreement and shall include and be deemed to be, as the context requires, a reference to any Person acting as a subservicer pursuant to the Purchase and Sale Agreement. “Subject Account” means the account specified in the Loan and Security Agreement and maintained at the Subject Account Bank in the name of Debtor/Seller. “Subject Account Bank” means PNC Bank, National Association. “Subordinated Note” means each subordinated promissory note issued by an Originator to Assignor Secured Party/Buyer in connection with the Purchase and Sale Agreement. “Transaction Documents” means the Loan and Security Agreement, the Purchase and Sale Agreement, the Lock-Box Agreements, the Fee Letter, each Subordinated Note, the Performance Guaranty and all other certificates, instruments, UCC financing statements, and agreements executed or delivered under or in connection with the Loan and Security Agreement, Page 4 of ###-###-#### 17534893 in each case as the same may be amended, supplemented or otherwise modified from time to time in accordance with the Loan and Security Agreement. “UCC” means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction. Capitalized terms used herein but not defined have the meanings given to such terms in the Loan and Security Agreement. A purchase of, or security interest in, any collateral described in this financing statement by any entity other than Assignor Secured Party/Buyer or Total Assignee will violate the rights of Total Assignee. Page 5 of ###-###-#### 17534893 UCC FINANCING STATEMENT AMENDMENT FOLLOW INSTRUCTIONS A. NAME & PHONE OF CONTACT AT FILER (optional) B. E-MAIL CONTACT AT FILER (optional) C. SEND ACKNOWLEDGMENT TO: (Name and Address) THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1a. INITIAL FINANCING STATEMENT FILE NUMBER 1b. 201700003864667 filed 05/08/2017 This FINANCING STATEMENT AMENDMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS Filer: attach Amendment Addendum (Form UCC3Ad) and provide Debtor’s name in item 13 2. TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to the security interest(s) of Secured Party authorizing this Termination Statement 3. ASSIGNMENT (full or partial): Provide name of Assignee in item 7a or 7b, and address of Assignee in item 7c and name of Assignor in item 9 For partial assignment, complete items 7 and 9 and also indicate affected collateral in item 8 4. CONTINUATION: Effectiveness of the Financing Statement identified above with respect to the security interest(s) of Secured Party authorizing this Continuation Statement is continued for the additional period provided by applicable law 5. PARTY INFORMATION CHANGE: Check one of these two boxes: This Change affects Debtor or Secured Party of record ANDCheck one of these three boxes to: CHANGE name and/or address: Complete item 6a or 6b; and item 7a or 7b and item 7c ADD name: Complete item DELETE name: Give record name 7a or 7b, and item 7c to be deleted in item 6a or 6b 6. CURRENT RECORD INFORMATION: Complete for Party Information Change - provide only one name (6a or 6b) 6a. ORGANIZATION'S NAME The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Administrative Agent OR 6b. INDIVIDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 7. CHANGED OR ADDED INFORMATION: 7a. ORGANIZATION'S NAME MUFG Bank, Ltd., as Administrative Agent OR 7b. INDIVIDUAL'S SURNAME INDIVIDUAL'S FIRST PERSONAL NAME INDIVIDUAL'S ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 7c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 1221 Avenue of the Americas New York NY 10020 USA 8. COLLATERAL CHANGE: Also check one of these four boxes: ADD collateral DELETE collateral RESTATE covered collateral ASSIGN collateral Indicate collateral: 9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT: Provide only one name (9a or 9b) (name of Assignor, if this is an Assignment) If this is an Amendment authorized by a DEBTOR, check here and provide name of authorizing Debtor 9a. ORGANIZATION'S NAME The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Administrative Agent OR 9b. INDIVIDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 10. OPTIONAL FILER REFERENCE DATA: File with IN-SOS #728111486 Debtor: Hill-Rom Manufacturing, Inc. #17534893-7 FILE FIRST International Association of Commercial Administrators (IACA) FILING OFFICE COPY — UCC FINANCING STATEMENT AMENDMENT (Form UCC3) (Rev. 04/20/11) UCC FINANCING STATEMENT AMENDMENT FOLLOW INSTRUCTIONS A. NAME & PHONE OF CONTACT AT FILER (optional) B. E-MAIL CONTACT AT FILER (optional) C. SEND ACKNOWLEDGMENT TO: (Name and Address) THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1a. INITIAL FINANCING STATEMENT FILE NUMBER 1b. 201700003864667 filed 05/08/2017 This FINANCING STATEMENT AMENDMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS Filer: attach Amendment Addendum (Form UCC3Ad) and provide Debtor’s name in item 13 2. TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to the security interest(s) of Secured Party authorizing this Termination Statement 3. ASSIGNMENT (full or partial): Provide name of Assignee in item 7a or 7b, and address of Assignee in item 7c and name of Assignor in item 9 For partial assignment, complete items 7 and 9 and also indicate affected collateral in item 8 4. CONTINUATION: Effectiveness of the Financing Statement identified above with respect to the security interest(s) of Secured Party authorizing this Continuation Statement is continued for the additional period provided by applicable law 5. PARTY INFORMATION CHANGE: Check one of these two boxes: This Change affects Debtor or Secured Party of record ANDCheck one of these three boxes to: CHANGE name and/or address: Complete item 6a or 6b; and item 7a or 7b and item 7c ADD name: Complete item DELETE name: Give record name 7a or 7b, and item 7c to be deleted in item 6a or 6b 6. CURRENT RECORD INFORMATION: Complete for Party Information Change - provide only one name (6a or 6b) 6a. ORGANIZATION'S NAME Hill-Rom Manufacturing, Inc. OR 6b. INDIVIDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 7. CHANGED OR ADDED INFORMATION: 7a. ORGANIZATION'S NAME Hill-Rom Manufacturing, Inc. OR 7b. INDIVIDUAL'S SURNAME INDIVIDUAL'S FIRST PERSONAL NAME INDIVIDUAL'S ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 7c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 130 E. Randolph Street, Suite 1000 Chicago IL 60601 USA 8. COLLATERAL CHANGE: Also check one of these four boxes: ADD collateral DELETE collateral RESTATE covered collateral ASSIGN collateral Indicate collateral: 9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT: Provide only one name (9a or 9b) (name of Assignor, if this is an Assignment) If this is an Amendment authorized by a DEBTOR, check here and provide name of authorizing Debtor 9a. ORGANIZATION'S NAME The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Administrative Agent OR 9b. INDIVIDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 10. OPTIONAL FILER REFERENCE DATA: File with IN-SOS #728111490 Debtor: Hill-Rom Manufacturing, Inc. #17534893-8 FILE SECOND International Association of Commercial Administrators (IACA) FILING OFFICE COPY — UCC FINANCING STATEMENT AMENDMENT (Form UCC3) (Rev. 04/20/11) UCC FINANCING STATEMENT AMENDMENT FOLLOW INSTRUCTIONS A. NAME & PHONE OF CONTACT AT FILER (optional) B. E-MAIL CONTACT AT FILER (optional) C. SEND ACKNOWLEDGMENT TO: (Name and Address) THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1a. INITIAL FINANCING STATEMENT FILE NUMBER 1b. 201700003864667 filed 05/08/2017 This FINANCING STATEMENT AMENDMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS Filer: attach Amendment Addendum (Form UCC3Ad) and provide Debtor’s name in item 13 2. TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to the security interest(s) of Secured Party authorizing this Termination Statement 3. ASSIGNMENT (full or partial): Provide name of Assignee in item 7a or 7b, and address of Assignee in item 7c and name of Assignor in item 9 For partial assignment, complete items 7 and 9 and also indicate affected collateral in item 8 4. CONTINUATION: Effectiveness of the Financing Statement identified above with respect to the security interest(s) of Secured Party authorizing this Continuation Statement is continued for the additional period provided by applicable law 5. PARTY INFORMATION CHANGE: Check one of these two boxes: This Change affects Debtor or Secured Party of record ANDCheck one of these three boxes to: CHANGE name and/or address: Complete item 6a or 6b; and item 7a or 7b and item 7c ADD name: Complete item DELETE name: Give record name 7a or 7b, and item 7c to be deleted in item 6a or 6b 6. CURRENT RECORD INFORMATION: Complete for Party Information Change - provide only one name (6a or 6b) 6a. ORGANIZATION'S NAME OR 6b. INDIVIDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 7. CHANGED OR ADDED INFORMATION: 7a. ORGANIZATION'S NAME OR 7b. INDIVIDUAL'S SURNAME INDIVIDUAL'S FIRST PERSONAL NAME INDIVIDUAL'S ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 7c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 8. COLLATERAL CHANGE: Also check one of these four boxes: ADD collateral DELETE collateral RESTATE covered collateral ASSIGN collateral Indicate collateral: See Exhibit A for a collateral description, attached hereto and made a part hereof, consisting of 5 pages. This financing statement, together with Exhibit A, is a total of 6 pages. 9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT: Provide only one name (9a or 9b) (name of Assignor, if this is an Assignment) If this is an Amendment authorized by a DEBTOR, check here and provide name of authorizing Debtor 9a. ORGANIZATION'S NAME MUFG Bank, Ltd., as Administrative Agent OR 9b. INDIVIDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 10. OPTIONAL FILER REFERENCE DATA: File with IN-SOS #728111479 Debtor: Hill-Rom Manufacturing, Inc. #17534893-9 FILE THIRD International Association of Commercial Administrators (IACA) FILING OFFICE COPY — UCC FINANCING STATEMENT AMENDMENT (Form UCC3) (Rev. 04/20/11) Exhibit A to Financing Statement Debtor/Seller: Hill-Rom Manufacturing, Inc. 130 E. Randolph Street, Suite 1000 Chicago, IL 60601 Assignor Secured Party/Buyer: Hill-Rom Finance Company LLC 130 E. Randolph Street, Suite 1000 Chicago, IL 60601 Total Assignee of Assignor SecuredParty/Buyer (“Total Assignee”): MUFG Bank, Ltd., as Administrative Agent 1221 Avenue of the Americas New York, New York 10020 The collateral covered by this financing statement is all of the Debtor/Seller’s right, title and interest in, to and under the following property, whether now owned or existing, hereafter acquired or arising, or in which the Debtor/Seller now or hereafter has any rights, and wheresoever located: The Receivables, the Related Assets and all the proceeds of all of the foregoing. The following terms shall have the following meanings. Such definition shall be equally applicable to the singular and plural forms of the terms defined. “Advanced Respiratory Division” means the Advanced Respiratory Division of Hill- Rom. “Collections” means, with respect to any Pool Receivable: (a) all funds that are received by any Originator, Assignor Secured Party/Buyer, Servicer or any other Person on their behalf in payment of any amounts owed or payable in respect of such Pool Receivable (including purchase price, finance charges, interest and all other charges), or applied to amounts owed or payable in respect of such Pool Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of any related Obligor or any other Person directly or indirectly liable for the payment of such Pool Receivable and available to be applied thereon), (b) all Deemed Collections, (c) all proceeds of all Related Security with respect to such Pool Receivable and (d) all other proceeds of such Pool Receivable. “Contract” means, with respect to any Receivable, the contract or contracts (including any purchase order or invoice), between Debtor/Seller and an Obligor, pursuant to which such Receivable arises or which evidences such Receivable. A “related” Contract with respect to a Pool Receivable means a Contract under which such Pool Receivable arises or which is relevant to the collection or enforcement of such Receivable. Page 1 of ###-###-#### 17534893 “Deemed Collections” means Collections deemed to have been received by an Originator pursuant to the Loan and Security Agreement. “Excluded Receivable” means any Receivable (without giving effect to the exclusion of “Excluded Receivable” from the definition thereof), that satisfies each of the following criteria: (i) such Receivable was generated by the Advanced Respiratory Division in connection with the sale of goods to individuals, (ii) such Receivable is payable in thirteen installments by either an individual or by Medicare or Medicaid and (iii) such Receivable is payable either to the Subject Account or any other account that does not constitute a Lock-Box Account. “Fee Letter” means those certain fee letters signed by the Assignor Secured Party/Buyer and the Servicer in connection with the Loan and Security Agreement. “Governmental Authority” means any government or political subdivision or any agency, authority, bureau, regulatory body, court, central bank, commission, department or instrumentality of any such government or political subdivision, or any other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government or any court, tribunal, grand jury or arbitrator, or any accounting board or authority (whether or not part of a government) which is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic (including any supra-national bodies such as the European Union or the European Central Bank). “Hill-Rom” means Hill-Rom Company, Inc., an Indiana corporation. “Hill-Rom Party” means Hill-Rom, the Debtor/Seller, the Servicer, the Assignor Secured Party/Buyer, the Parent, each Originator and the Performance Guarantor. “Loan and Security Agreement” means the Loan and Security Agreement dated as May 5, 2017 (as amended, restated, modified or otherwise supplemented from time to time) among Assignor Secured Party/Buyer, as borrower, Servicer, the Persons from time to time party thereto as lenders and as group agents, and Total Assignee, as administrative agent. “Lock-Box Accounts” means each of the accounts (and any related lock-box or post office box) specified in the Loan and Security Agreement maintained at a Lock-Box Bank in the name of Assignor Secured Party/Buyer. “Lock-Box Agreement” means a valid and enforceable agreement in form and substance reasonably satisfactory to Total Assignee, among Assignor Secured Party/Buyer, Servicer, Total Assignee and any Lock-Box Bank, whereupon Assignor Secured Party/Buyer, as sole owner of the related Lock-Box Account(s) and the customer of the related Lock-Box Bank in respect of such Lock-Box Account(s), shall transfer to Total Assignee exclusive dominion and control over and otherwise perfect a first-priority security interest in, such Lock-Box Account(s) and the cash, instruments or other property on deposit or held therein. Page 2 of ###-###-#### 17534893 “Lock-Box Bank” means any bank at which Assignor Secured Party/Buyer maintains one or more Lock-Box Accounts. “Medicaid” means the medical assistance program established by Title XIX of the Social Security Act (42 U.S.C. Secs. 1396 et seq.) and any statutes succeeding thereto. “Medicare” means the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act (42 U.S.C. Secs. 1395 et seq.) and any statutes succeeding thereto. “Obligor” means any Person obligated to make payments with respect to a Receivable, including (i) any related advertiser or any advertising agency, agent or licensee of such advertiser or (ii) any guarantor thereof or co-obligor. “Originator” means the Debtor/Seller and each other Person from time to time party to the Purchase and Sale Agreement, as an originator. “Parent” means Hill-Rom Holdings, Inc., an Indiana corporation. “Performance Guarantor” means the Parent. “Performance Guaranty” means the Performance Guaranty, dated as of May 5, 2017, by the Performance Guarantor in favor of the Total Assignee, as administrative agent, as such agreement may be amended, supplemented or otherwise modified from time to time. “Person” means a natural individual, partnership, sole proprietorship, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company, any Governmental Authority or any other entity of whatever nature. “Pool Receivable” means a Receivable in the Receivables Pool. “Purchase and Sale Agreement” means the Purchase and Sale Agreement, dated as of May 5, 2017, among the Servicer, the Originators and the Assignor Secured Party/Buyer, as such agreement may be amended, supplemented or otherwise modified from time to time. “Receivable” means any account receivable or other right to payment from a Person, whether constituting an account, chattel paper, payment intangible, instrument or a general intangible, in each case, arising from the sale of goods, provided or to be provided, or provision of services, rendered or to be rendered, by any Originator pursuant to a Contract, including the right to payment of any interest, finance charges, fees and other payment obligations of such Person with respect thereto; provided, however, that “Receivable” does not include any Excluded Receivable. “Receivables Pool” means at any time all then outstanding Receivables sold, purported to be sold or contributed to Assignor Secured Party/Buyer pursuant to the Purchase and Sale Agreement. Page 3 of ###-###-#### 17534893 “Records” means all Contracts and other documents, instruments, books, records, purchase orders, agreements, reports and other information (including computer programs, tapes, disks, other information storage media, data processing software and related property and rights) prepared or maintained by any Hill-Rom Party with respect to, or that evidence or relate to, the Pool Receivables, the Obligors of such Pool Receivables, any Related Security or the origination, collection or servicing of any of the foregoing. “Related Assets” means (a) all rights to, but not any obligations under, all Related Security with respect to the Pool Receivables, (b) all Records (but excluding any obligations or liabilities under the Contracts), (c) all Collections in respect of, and other proceeds of, the Pool Receivables or any other Related Security, (d) all other rights or assets pledged, sold or otherwise transferred to Assignor Secured Party/Buyer under the Purchase and Sale Agreement, and (e) all products and proceeds of any of the foregoing. “Related Security” means, with respect to any Receivable: (a) all of Assignor Secured Party/Buyer’s and Debtor/Seller’s interest in any goods (including returned goods), and documentation of title evidencing the shipment or storage of any goods (including returned goods), the sale of which gave rise to such Receivable; (b) all instruments and chattel paper that may evidence such Receivable; (c) all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all UCC financing statements or similar filings relating thereto; (d) all of Assignor Secured Party/Buyer’s and Debtor/Seller’s rights, interests and claims under all insurance contracts and insurance payments with respect to, or otherwise allocable to, such Receivable or any property that generated such Receivable; (e) all of Assignor Secured Party/Buyer’s and Debtor/Seller’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (f) all books and records of Assignor Secured Party/Buyer and Debtor/Seller to the extent related to any of the foregoing, including all Records related to the foregoing; and (g) all of Assignor Secured Party/Buyer’s rights, interests and claims under the Purchase and Sale Agreement and the other Transaction Documents. “Servicer” means the Person designated as Servicer under the Loan and Security Agreement and shall include and be deemed to be, as the context requires, a reference to any Person acting as a subservicer pursuant to the Purchase and Sale Agreement. “Subject Account” means the account specified in the Loan and Security Agreement and maintained at the Subject Account Bank in the name of Hill-Rom. “Subject Account Bank” means PNC Bank, National Association. “Subordinated Note” means each subordinated promissory note issued by an Originator to Assignor Secured Party/Buyer in connection with the Purchase and Sale Agreement. Page 4 of ###-###-#### 17534893 “Transaction Documents” means the Loan and Security Agreement, the Purchase and Sale Agreement, the Lock-Box Agreements, the Fee Letter, each Subordinated Note, the Performance Guaranty and all other certificates, instruments, UCC financing statements, and agreements executed or delivered under or in connection with the Loan and Security Agreement, in each case as the same may be amended, supplemented or otherwise modified from time to time in accordance with the Loan and Security Agreement. “UCC” means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction. Capitalized terms used herein but not defined have the meanings given to such terms in the Loan and Security Agreement. A purchase of, or security interest in, any collateral described in this financing statement by any entity other than Assignor Secured Party/Buyer or Total Assignee will violate the rights of Total Assignee. Page 5 of ###-###-#### 17534893 UCC FINANCING STATEMENT AMENDMENT FOLLOW INSTRUCTIONS A. NAME & PHONE OF CONTACT AT FILER (optional) B. E-MAIL CONTACT AT FILER (optional) C. SEND ACKNOWLEDGMENT TO: (Name and Address) THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1a. INITIAL FINANCING STATEMENT FILE NUMBER 1b. 2017 ###-###-#### filed 05/05/2017 This FINANCING STATEMENT AMENDMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS Filer: attach Amendment Addendum (Form UCC3Ad) and provide Debtor’s name in item 13 2. TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to the security interest(s) of Secured Party authorizing this Termination Statement 3. ASSIGNMENT (full or partial): Provide name of Assignee in item 7a or 7b, and address of Assignee in item 7c and name of Assignor in item 9 For partial assignment, complete items 7 and 9 and also indicate affected collateral in item 8 4. CONTINUATION: Effectiveness of the Financing Statement identified above with respect to the security interest(s) of Secured Party authorizing this Continuation Statement is continued for the additional period provided by applicable law 5. PARTY INFORMATION CHANGE: Check one of these two boxes: This Change affects Debtor or Secured Party of record ANDCheck one of these three boxes to: CHANGE name and/or address: Complete item 6a or 6b; and item 7a or 7b and item 7c ADD name: Complete item DELETE name: Give record name 7a or 7b, and item 7c to be deleted in item 6a or 6b 6. CURRENT RECORD INFORMATION: Complete for Party Information Change - provide only one name (6a or 6b) 6a. ORGANIZATION'S NAME The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Administrative Agent OR 6b. INDIVIDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 7. CHANGED OR ADDED INFORMATION: 7a. ORGANIZATION'S NAME MUFG Bank, Ltd., as Administrative Agent OR 7b. INDIVIDUAL'S SURNAME INDIVIDUAL'S FIRST PERSONAL NAME INDIVIDUAL'S ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 7c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 1221 Avenue of the Americas New York NY 10020 USA 8. COLLATERAL CHANGE: Also check one of these four boxes: ADD collateral DELETE collateral RESTATE covered collateral ASSIGN collateral Indicate collateral: 9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT: Provide only one name (9a or 9b) (name of Assignor, if this is an Assignment) If this is an Amendment authorized by a DEBTOR, check here and provide name of authorizing Debtor 9a. ORGANIZATION'S NAME The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Administrative Agent OR 9b. INDIVIDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 10. OPTIONAL FILER REFERENCE DATA: File with DE-SOS #728118673 Debtor: Hill-Rom Finance Company, LLC #17534893-10 FILE FIRST International Association of Commercial Administrators (IACA) FILING OFFICE COPY — UCC FINANCING STATEMENT AMENDMENT (Form UCC3) (Rev. 04/20/11) UCC FINANCING STATEMENT AMENDMENT FOLLOW INSTRUCTIONS A. NAME & PHONE OF CONTACT AT FILER (optional) B. E-MAIL CONTACT AT FILER (optional) C. SEND ACKNOWLEDGMENT TO: (Name and Address) THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1a. INITIAL FINANCING STATEMENT FILE NUMBER 1b. 2017 ###-###-#### filed 05/05/2017 This FINANCING STATEMENT AMENDMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS Filer: attach Amendment Addendum (Form UCC3Ad) and provide Debtor’s name in item 13 2. TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to the security interest(s) of Secured Party authorizing this Termination Statement 3. ASSIGNMENT (full or partial): Provide name of Assignee in item 7a or 7b, and address of Assignee in item 7c and name of Assignor in item 9 For partial assignment, complete items 7 and 9 and also indicate affected collateral in item 8 4. CONTINUATION: Effectiveness of the Financing Statement identified above with respect to the security interest(s) of Secured Party authorizing this Continuation Statement is continued for the additional period provided by applicable law 5. PARTY INFORMATION CHANGE: Check one of these two boxes: This Change affects Debtor or Secured Party of record ANDCheck one of these three boxes to: CHANGE name and/or address: Complete item 6a or 6b; and item 7a or 7b and item 7c ADD name: Complete item DELETE name: Give record name 7a or 7b, and item 7c to be deleted in item 6a or 6b 6. CURRENT RECORD INFORMATION: Complete for Party Information Change - provide only one name (6a or 6b) 6a. ORGANIZATION'S NAME Hill-Rom Finance Company, LLC OR 6b. INDIVIDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 7. CHANGED OR ADDED INFORMATION: 7a. ORGANIZATION'S NAME Hill-Rom Finance Company, LLC OR 7b. INDIVIDUAL'S SURNAME INDIVIDUAL'S FIRST PERSONAL NAME INDIVIDUAL'S ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 7c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 130 E. Randolph Street, Suite 1000 Chicago IL 60601 USA 8. COLLATERAL CHANGE: Also check one of these four boxes: ADD collateral DELETE collateral RESTATE covered collateral ASSIGN collateral Indicate collateral: 9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT: Provide only one name (9a or 9b) (name of Assignor, if this is an Assignment) If this is an Amendment authorized by a DEBTOR, check here and provide name of authorizing Debtor 9a. ORGANIZATION'S NAME MUFG Bank, Ltd., as Administrative Agent OR 9b. INDIVIDUAL'S SURNAME FIRST PERSONAL NAME ADDITIONAL NAME(S)/INITIAL(S) SUFFIX 10. OPTIONAL FILER REFERENCE DATA: File with DE-SOS #728118682 Debtor: Hill-Rom Finance Company, LLC #17534893-11 FILE SECOND International Association of Commercial Administrators (IACA) FILING OFFICE COPY — UCC FINANCING STATEMENT AMENDMENT (Form UCC3) (Rev. 04/20/11)