Exhibit 10.2


 


Execution Version


 


September 4, 2019


 


Hillenbrand, Inc.

One Batesville Boulevard

Batesville, IN 47006


 


		Re:	Amendment No. 5 to Private Shelf Agreement



 


Ladies and Gentlemen:


 


Reference is made to
the Private Shelf Agreement, dated as of December 6, 2012 (as amended by Amendment No. 1 dated as of December 15, 2014, Amendment
No. 2 dated as of December 19, 2014, Amendment No. 3 dated as of March 24, 2016 and Amendment No. 4 dated as of December 8, 2017,
the “Note Agreement”), by and among Hillenbrand, Inc., an Indiana corporation (the “Company”),
PGIM, Inc. (f/k/a Prudential Investment Management, Inc.) (“Prudential”) and each Prudential Affiliate (as therein
defined) that has become or becomes bound thereby. Capitalized terms used herein that are not otherwise defined herein shall have
the meaning specified in the Note Agreement.


 


The Company has requested
that the Required Holders agree to amend the Note Agreement, as more particularly described below. Subject to the terms and conditions
hereof, the Required Holders are willing to agree to such request.


 


Accordingly, in accordance
with the provisions of Section 18.1 of the Note Agreement, and in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


SECTION 1.Amendments
to the Note Agreement. Effective upon the Effective Date (as defined below), the Note Agreement is hereby amended to be
in the form of Exhibit A attached hereto.


 


SECTION
2.Representations and Warranties. Each of the Company and each Guarantor represents and warrants that (a) the execution
and delivery of this letter has been duly authorized by all requisite corporate action on behalf of the Company and such Guarantor,
this letter has been duly executed and delivered by an authorized officer of the Company and such Guarantor, and the Company and
such Guarantor has obtained all authorizations, consents, and approvals necessary for the execution, delivery and performance of
this letter and such authorizations, consents and approvals are in full force and effect, (b) each representation and warranty
set forth in Section 5 of the Note Agreement and the other Transaction Documents is true and correct in all material respects as
of the date of execution and delivery of this letter by the Company and such Guarantor with the same effect as if made on such
date (except to the extent such representations and warranties expressly refer to an earlier date, in which case they were true
and correct in all material respects as of such earlier date), (c) after giving effect to the amendments in Section 1,
no Event of Default or Default exists and (d) concurrently with the effectiveness of this letter, the amendments to Section 6.01(a)
of and the definition of “Consolidated EBITDA” contained in the Primary Credit Facility that are conditioned on amendments
to the Note Agreement and the “LG Facility” will be effective.


 






     


     


    

 


SECTION 3.Conditions
to Effectiveness. The amendments described in Section 1 above shall become effective on the date (the “Effective
Date”) when each of the following conditions has been satisfied:


 


3.1       Documents.
Each holder of a Note shall have received original counterparts or, if reasonably satisfactory to the Required Holders, certified
or other copies of all of the following, each duly executed and delivered by the party or parties thereto, in form and substance
reasonably satisfactory to the Required Holders, dated the date hereof unless otherwise indicated, and on the date hereof in full
force and effect:


 


(i)        
counterparts of this letter executed by the Company, the Guarantors and the Required Holders;


 


(ii)       an
Officer’s Certificate of the Company, in form and substance reasonably satisfactory to the Required Holders, attaching a
true and complete copy of (a) the Third Amended and Restated Credit Agreement, executed by the Company, the subsidiary borrowers
party thereto, the guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the financial institutions
party thereto as lenders and (b) the amendment to the “LG Facility Agreement” (as defined in the Company’s most
recent filings with the SEC).


 


3.2       Proceedings.
All corporate and other proceedings taken or to be taken in connection with the transactions contemplated by this letter shall
be reasonably satisfactory to the Required Holder(s), and the holders of Notes shall have received all such counterpart originals
or certified or other copies of such documents as it may reasonably request.


 


SECTION 4.Reference
to and Effect on Note Agreement and Notes; Ratification of Transaction Documents. Upon the effectiveness of the amendments
in Section 1 of this letter, each reference to the Note Agreement in any other Transaction Document shall mean and be a reference
to the Note Agreement, as modified by this letter. Except as specifically set forth in Section 1 hereof, the Note Agreement,
the Notes and each other Transaction Document shall remain in full force and effect and are hereby ratified and confirmed in all
respects. Except as specifically stated in this letter, the execution, delivery and effectiveness of this letter shall not (a)
amend the Note Agreement, any Note or any other Transaction Document, (b) operate as a waiver of any right, power or remedy of
Prudential or any holder of the Notes, or (c) constitute a waiver of, or consent to any departure from, any provision of the Note
Agreement, any Note or any other Transaction Document at any time. The execution, delivery and effectiveness of this letter shall
not be construed as a course of dealing or other implication that Prudential or any holder of the Notes has agreed to or is prepared
to grant any consents or agree to any amendment to the Note Agreement in the future, whether or not under similar circumstances.


 






    	 	2	 



     


    

 


SECTION
5.Reaffirmation. Each Guarantor hereby consents to the foregoing amendments to the Note Agreement and hereby ratifies
and reaffirms all of its payment and performance obligations, contingent or otherwise, under the Guaranty Agreement and each other
Transaction Document, after giving effect to such amendments. Each Guarantor hereby acknowledges that, notwithstanding the foregoing
amendments, that the Guaranty Agreement and each other Transaction Document remains in full force and effect and is hereby ratified
and confirmed. Without limiting the generality of the foregoing, each Guarantor agrees and confirms that the Guaranty Agreement
continues to guaranty the Guaranteed Obligations (as defined in the Guaranty Agreement) arising under or in connection with the
Note Agreement, as amended by this letter agreement, or any of the Notes.


 


SECTION 6.Expenses.
 The Company hereby confirms its obligations under Section 16.1 of the Note Agreement in connection with the transactions hereby
contemplated, whether or not such transactions are consummated.


 


SECTION 7.Governing
Law. THIS LETTER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE
LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE OF LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE
LAWS OF A JURISDICTION OTHER THAN SUCH STATE.


 


SECTION 8.  Counterparts;
Section Titles. This letter may be executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute
but one and the same instrument. Delivery of an executed counterpart of a signature page to this letter by facsimile or electronic
transmission shall be effective as delivery of a manually executed counterpart of this letter. The section titles contained in
this letter are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement between
the parties hereto.


 


[signature page follows]


 






    	 	3	 



     


    

 


	 	Very truly
    yours,
	 	 
	 	 
	 	PGIM,
    INC.
	 	 
	 	By:  	/s/ Joshua
    Shipley
	 	 	Vice President
	 	 
	 	THE
    PRUDENTIAL INSURANCE COMPANY OF AMERICA
	 	 
	 	By:	/s/ Joshua
    Shipley
	 	 	Vice President
	 	 
	 	THE
    GIBRALTAR LIFE INSURANCE CO., LTD.
	 	 
	 	By:	Prudential
    Investment Management Japan Co., Ltd.
	 	 	(as Investment
    Manager)
	 	 
	 	By:	PGIM, Inc.
	 	 	(as Sub-Adviser)
	 	 
	 	 
	 	 	By:  	/s/ Joshua
    Shipley
	 	 	 	Vice President
	 	 
	 	PAR
    U HARTFORD LIFE & ANNUITY COMFORT TRUST
	 	 
	 	By:	Prudential
    Arizona Reinsurance Universal Company

 (as Grantor)
	 	 
	 	By:	PGIM, Inc.
	 	 	(as Investment
    Manager)
	 	 
	 	 
	 	 	By:	/s/ Joshua Shipley
	 	 	 	Vice President




 


Amendment No. 5 to Private Shelf Agreement




 






     


     


    

 


	 	THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
	 	FARMERS INSURANCE EXCHANGE
	 	MID CENTURY INSURANCE COMPANY
	 	THE INDEPENDENT ORDER OF FORESTERS
	 	 
	 	By:  	Prudential Private Placement Investors, L.P.
	 	 	(as Investment Advisor)
	 	 
	 	By:	Prudential Private Placement Investors, Inc.
	 	 	(as its General Partner)
	 	 
	 	 
	 	 	By:  	/s/ Joshua
    Shipley
	 	 	 	Vice President


 


Amendment No. 5 to Private Shelf Agreement


 






     


     


    

 


	The
    foregoing letter is hereby
    accepted as of the date first above written:	 
	 	 
	 	 
	HILLENBRAND, INC.	 
	 	 
	 	 
	By:	/s/ Theodore S. Haddad, Jr.	 
	Name:	Theodore S. Haddad, Jr.	 
	Title:	Vice President and Treasurer	 


 


Amendment No. 5 to Private Shelf Agreement


 






     


     


    

 


	BATESVILLE CASKET COMPANY, INC.	 
	BATESVILLE MANUFACTURING, INC.	 
	BATESVILLE SERVICES, INC.	 
	 	 
	 	 
	By:	/s/ Theodore S. Haddad, Jr.	 
	Name:	Theodore S. Haddad, Jr.	 
	Title:	Vice President and Treasurer	 
	 	 	 
	 	 	 
	COPERION K-TRON PITMAN, INC.	 
	ROTEX GLOBAL, LLC	 
	K-TRON INVESTMENT CO.	 
	TERRASOURCE GLOBAL CORPORATION	 
	RED VALVE COMPANY, INC.	 
	 	 
	 	 
	By:	/s/ Theodore S. Haddad, Jr.	 
	Name:	Theodore S. Haddad, Jr.	 
	Title:	Assistant Treasurer	 
	 	 	 
	 	 	 
	COPERION CORPORATION	 
	 	 
	 	 
	By:	/s/ Theodore S. Haddad, Jr.	 
	Name:	Theodore S. Haddad, Jr.	 
	Title:	Vice President and Assistant Treasurer	 
	 	 	 
	 	 	 
	PROCESS EQUIPMENT GROUP, INC.	 
	 	 
	 	 
	By:	/s/ Theodore S. Haddad, Jr.	 
	Name:	Theodore S. Haddad, Jr.	 
	Title:	Treasurer	 


 




Amendment No. 5 to Private Shelf Agreement


 






     


     


    

 


Exhibit A


 


Note Purchase Agreement


 


(see attached)


 






     


     


    

 





EXHIBIT A TO AMENDMENT NO. 5




 


 


 


HILLENBRAND,
INC.


 


 


 


 


Private Shelf
Facility


 


 


 


 


______________


 


PRIVATE SHELF AGREEMENT


______________


 


 


 


Dated December 6, 2012


 


 


 






     


     


    

 





Table
of Contents


 


Page


 





	1.	AUTHORIZATION OF NOTES	1
	 	 	 	 
	 	Section 1.1	 	1
	 	 	 	 
	2.	SALE AND PURCHASE OF NOTES	2
	 	 	 	 
	 	Section 2.1.	Shelf Facility and Shelf Notes	2
	 	 	 	 
	3.	CLOSING	6
	 	 	 	 
	 	Section 3.1.	Facility Closings	6
	 	Section 3.2.	Rescheduled Facility Closings	7
	 	 	 	 
	4.	CONDITIONS	7
	 	 	 	 
	 	Section 4.1.	Representations and Warranties	7
	 	Section 4.2.	Performance; No Default	7
	 	Section 4.3.	Compliance Certificates	7
	 	Section 4.4.	Opinions of Counsel	8
	 	Section 4.5.	Guaranty Agreements and Confirmations	8
	 	Section 4.6.	Purchase Permitted By Applicable Law, Etc.	9
	 	Section 4.7.	Payment of Fees	9
	 	Section 4.8.	Private Placement Number	9
	 	 	 	 
	5.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	10
	 	 	 	 
	 	Section 5.1.	Organization; Power and Authority	10
	 	Section 5.2.	Authorization, Etc.	10
	 	Section 5.3.	Disclosure	10
	 	Section 5.4.	Organization and Ownership of Shares of Subsidiaries; Affiliates	11
	 	Section 5.7.	Governmental Authorizations, Etc.	12
	 	Section 5.8.	Litigation	12
	 	Section 5.9.	Taxes	13
	 	Section 5.11.	Licenses, Permits, Etc.	13
	 	Section 5.12.	Compliance with ERISA; Non-U.S. Plans	13
	 	Section 5.13.	Private Offering by the Company	15
	 	Section 5.14.	Use of Proceeds; Margin Regulations	15
	 	Section 5.15.	Existing Indebtedness; Future Liens	15
	 	Section 5.16.	Foreign Assets Control Regulations, Etc.	16
	 	Section 5.17.	Status under Certain Statutes	17
	 	Section 5.18.	Environmental Matters	17
	 	 	 	 
	6.	REPRESENTATIONS OF THE PURCHASERS	17
	 	 	 	 
	 	Section 6.1.	Purchase for Investment	17
	 	Section 6.2.	Source of Funds	18



 






    	 	-i-	 



     


    

 


Table
of Contents


(continued)


 


Page


 


	7.	[RESERVED]	20
	 	 	 	 
	8.	PAYMENT AND PREPAYMENT OF THE NOTES	20
	 	 	 	 
	 	Section 8.2.	Optional Prepayments with Make-Whole Amount	20
	 	Section 8.3.	[RESERVED]	20
	 	Section 8.4.	Allocation of Partial Prepayments	20
	 	Section 8.5.	Maturity; Surrender, Etc.	21
	 	Section 8.6.	Purchase of Notes	21
	 	Section 8.7.	Make-Whole Amount	21
	 	 	 	 
	9.	AFFIRMATIVE COVENANTS	25
	 	 	 	 
	 	Section 9.1	Financial Statements and Other Information	25
	 	Section 9.2	Notices of Material Events	26
	 	Section 9.3	Existence; Conduct of Business	27
	 	Section 9.4	Payment of Tax Obligations	27
	 	Section 9.5	Maintenance of Properties; Insurance	27
	 	Section 9.6	Books and Records; Inspection Rights	28
	 	Section 9.7	Compliance with Laws	28
	 	Section 9.8.	Subsequent Guarantors	28
	 	 	 	 
	10.	NEGATIVE COVENANTS	30
	 	 	 	 
	 	Section 10.1.	Liens	30
	 	Section 10.2	Acquisitions	33
	 	Section 10.3	Indebtedness	33
	 	Section 10.4	Fundamental Changes	36
	 	Section 10.5	Restricted Payments	37
	 	Section 10.6	Change in Nature of Business	37
	 	Section 10.7	Transactions with Affiliates	38
	 	Section 10.8	Burdensome Agreements	38
	 	Section 10.9	Financial Covenants	40
	 	Section 10.10.	Terrorism Sanctions Regulations	41
	 	Section 10.11.	Most Favored Lender Status	41
	 	 	 	 
	11.	EVENTS OF DEFAULT	42
	 	 	 	 
	12.	REMEDIES ON DEFAULT, ETC.	45
	 	 	 	 
	 	Section 12.1.	Acceleration	45
	 	Section 12.2.	Other Remedies	45
	 	Section 12.3.	Rescission	46
	 	Section 12.4.	No Waivers or Election of Remedies, Expenses, Etc.	46



 






    	 	-ii-	 



     


    

 


Table
of Contents


(continued)


 


Page


 



	14.	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES	46
	 	 	 	 
	 	Section 14.1.	Registration of Notes	46
	 	Section 14.2.	Transfer and Exchange of Notes	47
	 	Section 14.3.	Replacement of Notes	47
	 	 	 	 
	15.	PAYMENTS ON NOTES	48
	 	 	 	 
	 	Section 15.1.	Place of Payment	48
	 	Section 15.2.	Home Office Payment	48
	 	 	 	 
	16.	EXPENSES, ETC.	49
	 	 	 	 
	 	Section 16.1	Transaction Expenses	49
	 	Section 16.2.	Survival	49
	 	 	 	 
	17.	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT	49
	 	 	 	 
	18.	AMENDMENT AND WAIVER	50
	 	 	 	 
	 	Section 18.1.	Requirements	50
	 	Section 18.2.	Solicitation of Holders of Notes	50
	 	Section 18.3.	Binding Effect, Etc.	51
	 	Section 18.4.	Notes Held by the Company, Etc.	51
	 	 	 	 
	19.	NOTICES; ENGLISH LANGUAGE	51
	 	 	 	 
	20.	REPRODUCTION OF DOCUMENTS	52
	 	 	 	 
	21.	CONFIDENTIAL INFORMATION	53
	 	 	 	 
	22.	SUBSTITUTION OF PURCHASER	54
	 	 	 	 
	23.	MISCELLANEOUS	54
	 	 	 	 
	 	Section 23.1.	Successors and Assigns	54
	 	Section 23.2.	Payments Due on Non-Business Days	54
	 	Section 23.3.	Accounting Terms	55
	 	Section 23.4.	Divisions	56
	 	Section 23.5.	Certain Calculations	56
	 	Section 23.6.	Severability	56
	 	Section 23.7.	Construction, Etc.	57
	 	Section 23.8.	Counterparts	57
	 	Section 23.9.	Governing Law	57
	 	Section 23.10.	Jurisdiction and Process; Waiver of Jury Trial	57
	 	Section 23.11.	Obligation to Make Payment in the Applicable Currency	58
	 	Section 23.12.	Determinations Involving Different Currencies	59
	 	Section 23.13.	Transaction References	59




 






    	 	-iii-	 



     


    

 


Information Schedule –
Authorized Officers


 


	Schedule A	—	Information Relating to Prudential
	 	 	 
	Schedule B	—	Defined Terms
	 	 	 
	Exhibit 1	—	Form of Note
	 	 	 
	Exhibit 2	—	Form of Request for Purchase
	 	 	 
	Exhibit 3	—	Form of Confirmation of Acceptance
	 	 	 
	Exhibit 4.4(a)	—	Matters to be covered by Opinion of U.S. Special Counsel for the Transaction Parties
	 	 	 
	Exhibit 4.4(b)	—	Matters to be Covered by Opinion of Special Counsel for the Purchasers
	 	 	 
	Exhibit 4.5(b)	— 	Form of Guaranty Agreement
	 	 	 
	Exhibit 4.5(c)	— 	Form of Confirmation of Guaranty Agreement
	 	 	 
	Exhibit 21	— 	Form of Agreement Regarding Confidentiality
	 	 	 
	Schedule 5.4	—	Subsidiaries of the Company and Ownership of Subsidiary Stock
	 	 	 
	Schedule 10.1	—	Existing Liens
	 	 	 
	Schedule 10.3	—	Existing Indebtedness




 






    	 	-i-	 



     


    

 


HILLENBRAND,
INC.

One Batesville Boulevard

Batesville, IN 47006


 


Private Shelf Facility (this “Agreement”)


 


December 6, 2012


 


To
PGIM, Inc. (“Prudential”)


 


To
each other prudential affiliate which becomes

bound by this agreement as hereinafter

provided (each, a “Purchaser” and collectively,

the “Purchasers”):


 


Ladies and Gentlemen:


 


Hillenbrand, Inc.,
an Indiana corporation (the “Company”) agrees with Prudential and each of the Purchasers as follows:


 


		1.	AUTHORIZATION OF NOTES.



 


Section 1.1.


 


The Company will authorize
the issue and sale of its senior promissory notes (as amended, restated, supplemented or otherwise modified from time to time,
the “Notes”, such term to include any such notes issued in substitution thereof pursuant to Section 14) in the
aggregate principal amount of up to $200,000,000 (including the equivalent in the Available Currencies), to be dated the date of
issue thereof, to mature, in the case of each Note so issued, no more than 12 years after the date of original issuance thereof,
to have an average life, in the case of each Note so issued, of no more than 12 years after the date of the original issuance thereof,
to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms,
as shall be set forth, in the case of each Note so issued, in the Confirmation of Acceptance with respect to such Note delivered
pursuant to Section 2.2(e), and to be substantially in the form of Exhibit 1 attached hereto. The terms “Note”
and “Notes” as used herein shall include each Note delivered pursuant to any provision of this Agreement and
each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (i) the same
final maturity, (ii) the same principal prepayment dates, (iii) the same principal prepayment amounts (as a percentage of the original
principal amount of each Note), (iv) the same interest rate, (v) the same interest payment periods, (vi) the same currency specification
and (vii) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these
purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “Series”
of Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule A; and references to a “Schedule”
or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.


 






     


     


    

 


		2.	SALE AND PURCHASE OF NOTES.



 


Section
2.1.       Shelf Facility and Shelf Notes.


 


(a)       Facility.
Prudential is willing to consider, in its sole discretion and within limits which may be authorized for purchase by Prudential
Affiliates from time to time, the purchase of Notes pursuant to this Agreement. The willingness of Prudential to consider such
purchase of Notes is herein called the “Facility”. At any time, the aggregate principal amount of Notes stated
in Section 1.1, minus the aggregate principal amount of Notes purchased and sold pursuant to this Agreement prior to such
time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased
and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. For purposes
of the preceding sentence, all aggregate principal amounts of Notes and Accepted Notes shall be calculated in Dollars; with respect
to any Notes denominated or Accepted Notes to be denominated in any Available Currency other than Dollars, the Dollar Equivalent
of such Notes or Accepted Notes shall be used for such calculation. NOTWITHSTANDING THE WILLINGNESS OF PRUDENTIAL TO CONSIDER
PURCHASES OF NOTES BY PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL
NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE NOTES, OR TO QUOTE RATES, SPREADS OR OTHER
TERMS WITH RESPECT TO SPECIFIC PURCHASES OF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL
OR ANY PRUDENTIAL AFFILIATE.


 


(b)       Issuance
Period. Notes may be issued and sold pursuant to this Agreement until the earlier of (i) March 24, 2019 (or if such date is
not a New York Business Day, the New York Business Day next preceding such date) and (ii) the thirtieth day after Prudential shall
have given to the Company, or the Company shall have given to Prudential, a written notice stating that it elects to terminate
the issuance and sale of Notes pursuant to this Agreement (or if such thirtieth day is not a New York Business Day, the New York
Business Day next preceding such thirtieth day). The period during which Notes may be issued and sold pursuant to this Agreement
is herein called the “Issuance Period”.


 


(c)       Request
for Purchase. The Company may from time to time during the Issuance Period make requests for purchases of Notes (each such
request being herein called a “Request for Purchase”). Each Request for Purchase shall be made to Prudential
by telecopier or overnight delivery service, and shall (i) specify the currency (which shall be an Available Currency) of the Notes
covered thereby, (ii) specify the aggregate principal amount of Notes covered thereby, which shall not be less than $10,000,000
(or its equivalent in another Available Currency) and not be greater than the Available Facility Amount at the time such Request
for Purchase is made, (iii) specify the principal amounts, final maturities, principal prepayment dates and amounts and interest
payment periods (quarterly or semi-annually in arrears) of the Notes covered thereby, (iv) specify the use of proceeds of such
Notes, (v) specify the proposed day for the closing of the purchase and sale of such Notes, which shall be a Business Day during
the Issuance Period not less than 10 days and not more than 42 days after the making of such Request for Purchase, (vi) specify
the number of the account and the name and address of the depository institution to which the purchase prices of such Notes are
to be transferred on the Closing Day for such purchase and sale, (vii) certify that the representations and warranties contained
in Section 5 are true on and as of the date of such Request for Purchase and that there exists on the date of such Request for
Purchase no Event of Default or Default, and (viii) be substantially in the form of Exhibit 2 attached hereto. Each Request
for Purchase shall be in writing signed by the Company and shall be deemed made when received by Prudential.


 






    	 	2	 



     


    

 


(d)       Rate
Quotes. Not later than five Business Days after the Company shall have given Prudential a Request for Purchase pursuant to
Section 2.2(c), Prudential may, but shall be under no obligation to, provide to the Company by telephone or telecopier, in each
case between 9:30 A.M. and 1:30 P.M. New York City local time (or such later time as Prudential may elect) interest rate quotes
for the several currencies, principal amounts, maturities, principal prepayment schedules, and interest payment periods of Notes
specified in such Request for Purchase (each such interest rate quote provided in response to a Request for Purchase herein called
a “Quotation”). Each Quotation shall represent the interest rate per annum payable on the outstanding principal
balance of such Notes at which Prudential or a Prudential Affiliate would be willing to purchase such Notes at 100% of the principal
amount thereof.


 


(e)       Acceptance.
Within the Acceptance Window, an Authorized Officer of the Company may, subject to Section 2.1(f), elect to accept on behalf of
the Company the Quotation provided in response to the related Request for Purchase as to the aggregate principal amount of the
Notes specified in the related Request for Purchase (each such Note being herein called an “Accepted Note” and
such acceptance being herein called an “Acceptance”). The day the Company notifies Prudential of an Acceptance
with respect to such Accepted Notes is herein called the “Acceptance Day” for such Accepted Notes. Any Quotation
as to which Prudential does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Notes
hereunder shall be made based on any such expired Quotation. Subject to Section 2.1(f) and the other terms and conditions hereof,
the Company agrees to sell to a Prudential Affiliate, and Prudential agrees to cause the purchase by a Prudential Affiliate of,
such Accepted Notes at 100% of the principal amount of such Notes, which purchase price shall be paid in the currency in which
such Notes are denominated. As soon as practicable following the Acceptance Day, the Company, Prudential and each Prudential Affiliate
which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit
3 attached hereto (herein called a “Confirmation of Acceptance”). If the Company should fail to execute
and return to Prudential within three Business Days following the Company’s receipt thereof a Confirmation of Acceptance
with respect to any Accepted Notes, Prudential may at its election at any time prior to Prudential’s receipt thereof cancel
the closing with respect to such Accepted Notes by so notifying the Company in writing.


 


(f)       Market
Disruption. Notwithstanding the provisions of Section 2.1(e), any Quotation provided pursuant to Section 2.1(d) shall expire
if prior to the time an Acceptance with respect to such Quotation shall have been notified to Prudential in accordance with Section
2.1(e): (i) in the case of any Notes, the domestic market for U.S. Treasury securities or derivatives shall have closed or there
shall have occurred a general suspension, material limitation, or significant disruption of trading in securities generally on
the New York Stock Exchange or in the domestic market for U.S. Treasury securities or derivatives, or (ii) in the case of Notes
to be denominated in a currency other than Dollars, the markets for the relevant government securities (which in the case of the
Euro, shall be the German Bund) or the spot and forward currency market, the financial futures market or the interest rate swap
market shall have closed or there shall have occurred a general suspension, material limitation, or significant disruption of trading.
No purchase or sale of Notes hereunder shall be made based on such expired Quotation. If the Company thereafter notifies Prudential
of the Acceptance of any such Quotation, such Acceptance shall be ineffective for all purposes of this Agreement, and Prudential
shall promptly notify the Company that the provisions of this Section 2.1(f) are applicable with respect to such Acceptance.


 






    	 	3	 



     


    

 


(g)       Fees.


 


(i)       Structuring
Fee. In consideration for the time, effort and expense involved in the preparation, negotiation and execution of this Agreement,
the Company will pay to Prudential in immediately available funds fees (herein called the “Structuring Fees”),
as follows: (A) a non-refundable, fully earned, Structuring Fee in the amount of $25,000 on the date of this Agreement, and (B)
a further Structuring Fee in the amount of $25,000 (the “Second Structuring Fee Installment”) on June 6, 2013
(the “Six-Month Anniversary Date”); provided that if Notes in an aggregate principal amount of at least
$50,000,000 (or the Dollar Equivalent thereof in the case of Notes denominated in any Available Currency other than Dollars), are
issued on or before the Six-Month Anniversary Date, then payment of the Second Structuring Fee Installment is waived.


 


(ii)       Issuance
Fee. The Company will pay to each Purchaser in immediately available funds a fee (herein called the “Issuance Fee”)
on each Closing Day in an amount equal to 0.10% of the Dollar equivalent of the aggregate principal amount of Notes sold to such
Purchaser on such Closing Day. Such fee shall be payable in Dollars.


 


(iii)       Delayed
Delivery Fee. If the closing of the purchase and sale of any Accepted Note is delayed for any reason beyond the original Closing
Day for such Accepted Note (other than as provided in Section 2.1(g)(v)), the Company will pay to each Purchaser which shall have
agreed to purchase such Accepted Note on the Cancellation Date or Rescheduled Closing Day (as defined in Section 3.3) of such purchase
and sale, an amount (herein called the “Delayed Delivery Fee”) equal to:


 


(A)       in
the case of an Accepted Note denominated in Dollars, the product of (1) the amount determined by Prudential to be the amount by
which the bond equivalent yield per annum of such Accepted Note exceeds the investment rate per annum on an alternative highest
quality commercial paper Dollar investment selected by Prudential and having a maturity date or dates the same as, or approximately
the same as, the Rescheduled Closing Day from time to time fixed for the delayed delivery of such Accepted Note, (2) the principal
amount of such Accepted Note, and (3) a fraction, the numerator of which is equal to the number of actual days elapsed from and
including the original Closing Day for such Accepted Note to but excluding the date of payment of the Delayed Delivery Fee, and
the denominator of which is 360; and


 






    	 	4	 



     


    

 


(B)       in
the case of an Accepted Note denominated in a currency other than Dollars, the sum of (1) the product of (x) the amount by which
the bond equivalent yield per annum of such Accepted Note exceeds the arithmetic average of the Overnight Interest Rates on each
day from and including the original Closing Day for such Accepted Note, (y) the principal amount of such Accepted Note, and (z)
a fraction, the numerator of which is equal to the number of actual days elapsed from and including the original Closing Day for
such Accepted Note to but excluding the date of payment of the Delayed Delivery Fee, and the denominator of which is 360 (in case
of any Accepted Note denominated in other than British Pounds or Canadian Dollars) or 365 (in the case of any Accepted Note denominated
in British Pounds or Canadian Dollars) and (2) the costs and expenses (if any) incurred by such Purchaser or its affiliates with
respect to any interest rate or currency exchange agreement entered into by such Purchaser or any such affiliate in connection
with the delayed closing of such Accepted Notes.


 


In no case
shall the Delayed Delivery Fee, if applicable, be less than zero. The Delayed Delivery Fee described in clause (B) above shall
be paid in the currency in which the Accepted Notes are denominated. Nothing contained herein shall obligate any Purchaser to purchase
any Accepted Note on any day other than the Closing Day for such Accepted Note, as the same may be rescheduled from time to time
in compliance with Section 3.2.


 


(iv)       Cancellation
Fee. If the Company at any time notifies Prudential in writing that the Company is canceling the closing of the purchase and
sale of any Accepted Note, or if Prudential notifies the Company of Accepted Note in writing under the circumstances set forth
in the last sentence of Section 2.1(e) or the penultimate sentence of Section 3.2 that the closing of the purchase and sale of
such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or
prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the
case may be, being herein called the “Cancellation Date”), the Company will pay to each Purchaser which shall
have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an
amount (the “Cancellation Fee”) equal to:


 


(A)       the
product of (1) the principal amount of such Accepted Note and (2) the quotient (expressed in decimals) obtained by dividing (y)
the excess of the ask price (as determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price
(as determined by Prudential) of the Hedge Treasury Note(s) on the Acceptance Day for such Accepted Note by (z) such bid price,
with the foregoing bid and ask prices as reported on the Bridge\Telerate Service, or if such information ceases to be available
on the Bridge\Telerate Service, any publicly available source of such market data selected by Prudential, and rounded to the second
decimal place; and


 






    	 	5	 



     


    

 


(B)       in
the case of an Accepted Note denominated in a currency other than Dollars, the aggregate of all unwinding costs incurred by such
Purchaser or its affiliates on positions executed by or on behalf of such Purchaser or such affiliates in connection with the proposed
lending in such currency and setting the coupon in such currency, including replacement positions entered into for purposes of
achieving short form hedge account treatment under FAS133, provided, however, that any gain realized upon the unwinding
of any such positions shall be offset against any such unwinding costs. Such positions include (without limitation) currency and
interest rate swaps, futures and forwards, government bond (including U.S. Treasury bond) hedges and currency exchange contracts,
all of which may be subject to substantial price volatility. Such costs may also include (without limitation) losses incurred by
such Purchaser or its affiliates as a result of fluctuations in exchange rates. All unwinding costs incurred by such Purchaser
shall be determined by Prudential or its affiliate in accordance with generally accepted financial practice.


 


In no case shall the Cancellation Fee,
if applicable, be less than zero.


 


(v)       Invalidation
of Delayed Delivery Fee and Cancellation Fee. If all conditions to a closing of the purchase and sale of any Accepted Note
set forth in Section 4 hereof have been satisfied on the original Closing Day for any Accepted Notes (other than Section 4.6,
unless the Company shall have failed to comply with the request of any Purchaser pursuant to the last sentence of such Section,
and other than Section 4.4(b), unless the Company shall have failed to comply with any reasonable request of the Purchasers or
their special counsel to provide information necessary for the Purchaser’s special counsel to deliver the opinion required
by such Section 4.4(b)) and a Purchaser fails to purchase such Accepted Notes, then the Company shall have no obligation to pay
any Delayed Delivery Fee or Cancellation Fee that might have otherwise been applicable.


 


		3.	CLOSING.



 


Section 3.1.       Facility
Closings. Not later than 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Company will
deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group,
Two Prudential Plaza, Suite 5600, Chicago, Illinois 60601, Attention: Law Department or at such other place pursuant to the directions
of Prudential, the Accepted Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations
as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered
in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately
available funds for credit to the Company’s account specified in the Request for Purchase of such Notes.


 






    	 	6	 



     


    




 


Section 3.2.       Rescheduled
Facility Closings. If the Company fails to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on
the scheduled Closing Day for such Accepted Notes as provided above in Section 3.1, or any of the conditions specified in Section
4 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 1:00 P.M., New
York City local time, on such scheduled Closing Day notify Prudential (which notification shall be deemed received by each Purchaser)
in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period
not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “Rescheduled Closing
Day”)) and certify to Prudential (which certification shall be for the benefit of each Purchaser) that the Company reasonably
believes that it will be able to comply with the conditions set forth in Section 4 on such Rescheduled Closing Day and that the
Company will pay the Delayed Delivery Fee in accordance with Section 2.1(g)(iii) or (ii) such closing is to be canceled. If a Rescheduled
Closing Day is established in respect of Notes denominated in a currency other than Dollars, such Notes shall have the same maturity
date, principal prepayment dates and amounts and interest payment dates as originally scheduled. In the event that the Company
shall fail to give such notice referred to in the second preceding sentence, Prudential (on behalf of each Purchaser) may at its
election, at any time after 1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that
such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may not elect
to reschedule a closing with respect to any given Accepted Notes on more than one occasion, unless Prudential shall have otherwise
consented in writing.


 


		4.	CONDITIONS.



 


Each Purchaser’s
obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing for such Notes is subject to the fulfillment,
prior to or at such Closing, of the following conditions:


 


Section 4.1.       Representations
and Warranties.


 


The representations and
warranties of the Company and each other Transaction Party in this Agreement and each other Transaction Document shall be correct
on the date of this Agreement and at the time of the applicable Closing Day (except to the extent of changes caused by the transactions
herein contemplated).


 


Section 4.2.       Performance;
No Default.


 


The Company and each
other Transaction Party shall have performed and complied with all agreements and conditions contained in this Agreement and each
other Transaction Document required to be performed or complied with by it prior to or at such Closing and no Default or Event
of Default shall have occurred and be continuing after giving effect to the issue and sale of the Notes (and the application of
the proceeds thereof as contemplated by Section 5.14).


 


Section 4.3.       Compliance
Certificates.


 


(a)       Officer’s
Certificates. The Company and each other Transaction Party delivering any Transaction Document for such Closing shall have
delivered to such Purchaser an Officer’s Certificate, dated the date of such Closing, certifying that the conditions specified
in Sections 4.1 and 4.2 have been fulfilled.


 






    	 	7	 



     


    

 


(b)       Secretary’s
Certificates. The Company and each other Transaction Party delivering any Transaction Document for such Closing shall have
delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of such Closing, certifying as
to (i) its attached formation document, certified by the Secretary of State of the State of its formation, (ii) its attached by-laws
or operating agreement, (iii) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution
and delivery of this Agreement, the Notes and the other Transaction Document being delivered for such Closing, (iv) an attached
certificate of good standing as of a recent date, (v) the incumbency and specimen signatures of the officers executing this Agreement,
such Notes and such other Transaction Documents and (vi) such other matters relating to the execution, delivery and approval of
this Agreement, such Notes and other Transaction Documents as such Purchasers shall reasonably request; provided, however, if none
of the matters described in clauses (i), (ii) or (iii) certified by the Company or any other Transaction Party in a certificate
previously delivered pursuant to this Section 4.3(b) have changed (and, in the case of the resolutions referred to in clause (iii),
such resolutions authorize the execution, delivery and performance of such Notes and other Transaction Documents) then the Company
or such Transaction Party may, in lieu of certifying to such matters, certify that there have been no changes to such matters as
certified by the Company or such other Transaction Party in such prior certificate.


 


Section 4.4.       Opinions
of Counsel.


 


Such Purchaser shall
have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of such Closing (a) from
such law firms reasonably acceptable to Prudential, as U.S. counsel for the Transaction Parties covering the matters set forth
in Exhibits 4.4(a) and covering such matters as such Purchaser may reasonably request (and the Company hereby instructs such
counsel to deliver such opinions to the Purchasers) and (b) from Schiff Hardin LLP, the Purchasers’ special counsel
in connection with such transactions, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident
to such transactions as such Purchaser may reasonably request.


 


Section 4.5.       Guaranty
Agreements and Confirmations.


 


(a)       On
the date of the Closing of the initial Series of Notes, the Company shall have delivered to Prudential a certificate, dated the
date of the Closing of the initial Series of Notes, providing a complete and accurate list of each Domestic Subsidiary which is
a borrower or co-borrower under the Primary Credit Facility as of the date of the Closing of the initial Series of Notes and each
Subsidiary which is liable under a Guarantee with respect to any Indebtedness of the Company or any Domestic Subsidiary under the
Primary Credit Facility as of the date of the Closing of the initial Series of Notes.


 


(b)       Each
Domestic Subsidiary which is a borrower or co-borrower under the Primary Credit Facility as of the date of the Closing of the initial
Series of Notes, and each Subsidiary which is liable under a Guarantee with respect to any Indebtedness of the Company or any Domestic
Subsidiary under the Primary Credit Facility as of the date of the Closing of the initial Series of Notes, shall have delivered
to Prudential a Guaranty Agreement in the form of Exhibit 4.5(b) hereto (as amended, restated, supplemented or otherwise modified
from time to time in accordance with the terms thereof, the “Guaranty Agreement”).


 






    	 	8	 



     


    

 


(c)       On
each Closing Day after the date of the Closing of the initial Series of Notes, each Guarantor which is a party to a Guaranty Agreement
shall have delivered to such Purchaser a Confirmation of Guaranty Agreement, dated such Closing Day, in the form of Exhibit 4.5(c)
attached hereto (each as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof,
a “Confirmation of Guaranty Agreement”) and each other Person which is required to execute a Guaranty Agreement
with respect to such Notes pursuant to Section 9.8 shall have executed and delivered such Guaranty Agreement.


 


Section 4.6.       Purchase
Permitted By Applicable Law, Etc.


 


On the date of each Closing,
each Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which
such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting
limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate
any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal
Reserve System) and (c) not subject such Purchaser to any tax (excluding taxes on the revenue and net income of such Purchaser),
penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date
hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate of the Company certifying
as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase
is so permitted.


 


Section 4.7.       Payment
of Fees.


 


(a)       Without
limiting the provisions of Section 16.1, the Company shall have paid to Prudential and each Purchaser on or before such Closing
any fees due it pursuant to or in connection with this Agreement, including any Structuring Fee due pursuant to Section 2.1(g)(i),
any Issuance Fee due pursuant to Section 2.1(g)(ii) and any Delayed Delivery Fee due pursuant to Section 2.1(g)(iii).


 


(b)       Without
limiting the provisions of Section 16.1, the Company shall have paid on or before such Closing the reasonable and documented
fees, charges and disbursements of the Purchasers’ one special counsel referred to in Section 4.4 to the extent reflected
in a statement of such counsel rendered to the Company at least three Business Days prior to such Closing.


 


Section 4.8.       Private
Placement Number.


 


A Private Placement Number
issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for such Notes.


 






    	 	9	 



     


    

 


		5.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY.



 


The Company for itself
on behalf of itself and its Subsidiaries, represents and warrants to each Purchaser that:


 


Section 5.1.       Organization;
Power and Authority.


 


The Company is a corporation
duly organized, validly existing and, where legally applicable, in good standing under the laws of its jurisdiction of incorporation,
and is duly qualified as a foreign corporation and, where legally applicable, is in good standing in each jurisdiction in which
such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate
power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business
it transacts and proposes to transact, to execute and deliver this Agreement and the other Transaction Documents to which it is
a party and to perform the provisions hereof and thereof.


 


Section 5.2.       Authorization,
Etc.


 


This Agreement, the Notes
and the other Transaction Documents have been duly authorized by all necessary corporate action on the part of the Transaction
Parties party thereto, and this Agreement constitutes, and upon execution and delivery thereof each Note and each other Transaction
Document delivered to the Purchasers will constitute, a legal, valid and binding obligation of the Transaction Parties party thereto
enforceable against the Transaction Parties party thereto in accordance with its terms, except as such enforceability may be limited
by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’
rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law).


 


Section 5.3.       Disclosure.


 


This Agreement and the
documents, certificates or other writings (including the financial statements described in Section 5.5 and the financial statements
provided pursuant to the terms hereof) delivered to the Purchasers by or on behalf of the Transaction Parties in connection with
the transactions contemplated hereby (this Agreement and such documents, certificates or other writings and financial statements
delivered to each Purchaser in connection with entering into this Agreement (in the case of the making of this representation upon
the signing of this Agreement), or delivered to such Purchaser in connection with this Agreement or such Purchaser’s purchase
of Notes prior to the day the Quotation for any Series of Notes was provided by Prudential (in the case of the making of this representation
in connection with the issuance of such Series of Notes) being referred to, collectively, as the “Disclosure Documents”),
taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein not misleading in light of the circumstances under which they were made. Except as disclosed in the Disclosure
Documents, since September 30, 2011, in the case of the making of this representation at the time of the signing of this Agreement,
and since the end of the most recent fiscal year for which audited financial statements have been furnished prior to the time Prudential
provided the Quotation to the Company pursuant to Section 2.1(d) with respect to any Series of Notes for which this representation
is being made, in the case of the making of this representation in connection with the Request for Purchase with respect to such
Series of Notes and the issuance of such Series of Notes, there has been no change in the financial condition, operations or business
of the Company and its Subsidiaries, taken as a whole, except changes that individually or in the aggregate would not reasonably
be expected to have a Material Adverse Effect.


 






    	 	10	 



     


    

 


Section 5.4.       Organization
and Ownership of Shares of Subsidiaries; Affiliates.


 


(a)       Schedule 5.4
contains (except as noted therein) complete and correct lists (i) of the Company’s Subsidiaries, showing, as to each
Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital
stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company’s
Affiliates, other than Subsidiaries, and (iii) of the Company’s directors and senior officers, in each case as of the
date of this Agreement. As of the date of this Agreement, except as disclosed in Schedule 5.4, no Subsidiary is liable under a
Guarantee with respect to any Indebtedness of the Company or any Domestic Subsidiary under the Primary Credit Facility and no Domestic
Subsidiary is a borrower or co-borrower under the Primary Credit Facility.


 


(b)       All
of the outstanding shares of capital stock or similar equity interests of each Subsidiary owned by the Company and its Subsidiaries
have been validly issued, are fully paid and nonassessable, as applicable, and are owned by the Company or another Subsidiary free
and clear of any Lien that is prohibited by this Agreement.


 


(c)       Each
Subsidiary is a corporation or other legal entity duly organized, validly existing and, where legally applicable, in good standing
under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where
legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions
as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease
the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute
and deliver the Transaction Documents to which it is a party and to perform the provisions thereof.


 


Section 5.5.       Financial
Statements.


 


The Company has delivered
to each Purchaser of any Accepted Notes the following financial statements of the Company: (a) a consolidated balance sheet of
the Company and its Subsidiaries as at September 30 in each of the three fiscal years of the Company most recently completed prior
to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100
days prior to such date for which audited financial statements have not been released) and consolidated statements of income, cash
flows and shareholders’ equity of the Company and its Subsidiaries for each such year, all reported on by PricewaterhouseCoopers
LLP or other independent public accountants of recognized national standing and (b) a consolidated balance sheet of the Company
and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end
of such fiscal year (other than quarterly periods completed within 55 days prior to such date for which financial statements have
not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, cash
flows and shareholders’ equity for the periods from the beginning of the fiscal years in which such quarterly periods are
included to the end of such quarterly periods, prepared by the Company. All of said financial statements (including in each case
the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and
its Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective
periods indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as
set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments).


 






    	 	11	 



     


    

 


Documents required to
be delivered pursuant to this Section 5.5 may be delivered electronically and if so delivered, shall be deemed to have been delivered
on the date on which the Company gives notice to Prudential and each Purchaser that such documents are (i) posted and the Company
provides a link thereto on http://www.hillenbrand.com; or (ii) posted on the Company’s behalf on an Internet or intranet
website, if any, to which the Purchasers have access (whether a commercial, third-party website or whether sponsored by Prudential).


 


Section 5.6.       No
Conflicts; Compliance with Laws. The execution, delivery and performance by the Company and the other Transaction Parties of
this Agreement, the Notes and the other Transaction Documents will not (a) contravene, result in any breach of, or constitute
a default under any indenture, agreement or other instrument to which the Company or any Subsidiary is bound or by which any of
their respective properties may be affected, except for such violation which, individually and in the aggregate, would not be reasonably
expected to have a Material Adverse Effect, (b) violate the charter, by-laws or other organization documents of the Transaction
Parties, (c) violate any applicable material law or regulation or any order of any Governmental Authority or (d) result in
the creation of any Lien in respect of any property of the Company or any Subsidiary.


 


Section 5.7.       Governmental
Authorizations, Etc.


 


No consent, approval
or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the
execution, delivery or performance by the Company or any other Transaction Party of this Agreement, the Notes or the other Transaction
Documents to which the Company or such Transaction Party is a party, except such as have been obtained or made and are in full
force and effect.


 


Section 5.8.       Litigation.


 


(a)       There
are no actions, suits, investigations or proceedings pending or, to the knowledge of the Company, threatened against or affecting
the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind
or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material
Adverse Effect.


 


(b)       Each
of the Company and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable
to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to
result in a Material Adverse Effect. Except with respect to any other matters that, individually or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect, neither the Company nor any of its Subsidiaries (i) has failed to
comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any
Environmental Law, (ii) is party to any administrative or judicial proceeding relating to any Environmental Liability, (iii) has
received notice of any claim with respect to any Environmental Liability or (iv) knows of any facts or conditions that are reasonably
expected to give rise to any Environmental Liability.


 






    	 	12	 



     


    

 


Section 5.9.       Taxes.


 


The Company and its Subsidiaries
have filed all income tax returns and all other tax returns that are required to have been filed in any jurisdiction, and have
paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties,
assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become
delinquent, except, in each case, (i) to the extent that the failure to do so would not reasonably be expected to result in a Material
Adverse Effect or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance
with GAAP.


 


Section 5.10.       Title
to Property.


 


The Company and its
Subsidiaries have good and sufficient title to, or a valid leasehold interest in, their respective properties that individually
or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to
in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise
disposed of in the ordinary course of business).


 


Section 5.11.       Licenses,
Permits, Etc.


 


(a)       The
Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary
software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without
known conflict with the rights of others.


 


(b)       To
the best knowledge of the Company, no product of the Company or any of its Subsidiaries infringes in any material respect any license,
permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned
by any other Person.


 


(c)       To
the best knowledge of the Company, there is no Material violation by any Person of any right of the Company or any of its Subsidiaries
with respect to any patent, copyright, proprietary software, service mark, trademark, trade name or other right owned or used by
the Company or any of its Subsidiaries.


 


Section 5.12.       Compliance
with ERISA; Non-U.S. Plans.


 


(a)       The
Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such
instances of noncompliance as have not resulted in and would not reasonably be expected to result in a Material Adverse Effect.
Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise
tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or
condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Company
or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA
Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29)
or 412 of the Code, other than such liabilities or Liens as would not be individually or in the aggregate Material.


 






    	 	13	 



     


    

 


(b)       The
present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans) that is subject to
Part 4 of Title I of ERISA, determined as of the last day of such Plan’s most recently ended plan year on the basis of the
actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed
the aggregate current value of the assets of such Plan allocable to such benefit liabilities. For purposes of the preceding sentence,
the term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value”
and “present value” have the meaning specified in section 3 of ERISA. The present value of the accrued benefit liabilities
(whether or not vested) under each Non-U.S. Plan that is funded, determined as of the last day of the Company’s most recently
ended fiscal year in accordance with GAAP, did not exceed the current value of the assets of such Non-U.S. Plan allocable to such
benefit liabilities.


 


(c)       The
Company and its ERISA Affiliates have not incurred (i) withdrawal liabilities (and are not subject to contingent withdrawal liabilities)
under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material or (ii)
any obligation in connection with the termination of or withdrawal from any Non-U.S. Plan.


 


(d)       The
expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year
in accordance with ACS 715-60, without regard to liabilities attributable to continuation coverage mandated by section 4980B of
the Code) of the Company and its Subsidiaries did not exceed $11,000,000. The pension obligation for the nonqualified U.S. pension
plan under GAAP did not exceed $30,000,000.


 


(e)       The
execution and delivery of this Agreement and the other Transaction Documents and the issuance and sale of the Notes hereunder will
not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax
could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Company to each Purchaser in
the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of such Purchaser’s representation
in Section 6.2 as to the sources of the funds used to pay the purchase price of the Notes to be purchased by such Purchaser.


 


(f)       All
Non-U.S. Plans have been established, operated, administered and maintained in compliance with all laws, regulations and orders
applicable thereto, except where failure so to comply would not be reasonably expected to have a Material Adverse Effect. All premiums,
contributions and any other amounts required by applicable Non-U.S. Plan documents or applicable laws to be paid or accrued by
the Company and its Subsidiaries have been paid or accrued as required, except where failure so to pay or accrue would not be reasonably
expected to have a Material Adverse Effect.


 






    	 	14	 



     


    

 


Section 5.13.       Private
Offering by the Company.


 


Neither the Company nor
anyone acting on its behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the
same from, or otherwise approached or negotiated in respect thereof with, any person other than the Purchasers and other Institutional
Investors, each of which has been offered the Notes at a private sale for investment. Neither the Company nor anyone acting on
its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements
of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.


 


Section 5.14.       Use
of Proceeds; Margin Regulations.


 


The Company will apply
the proceeds of the sale of such Notes as set forth in the applicable Request for Purchase. None of the proceeds of the sale of
any Notes will be used to finance a Hostile Tender Offer. No part of the proceeds from the sale of the Notes hereunder will be
used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of
the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities
under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any
broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock (excluding Treasury Stock) does not constitute
more than 25% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present
intention that margin stock (excluding Treasury Stock) will constitute more than 25% of the value of such assets. As used in this
Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned
to them in said Regulation U.


 


Section 5.15.       Existing
Indebtedness; Future Liens.


 


Neither the Company nor
any of its Subsidiaries has outstanding any Indebtedness except as permitted by Section 10.3. Neither the Company nor any Subsidiary
is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness
of the Company or such Subsidiary and no event or condition exists on the date of this Agreement (with respect to the making of
this representation at the time of the signing of this Agreement) or on the Closing Day with respect to the issuance of any Notes
(in the case of the making of this representation on such Closing Day) with respect to any Indebtedness of the Company or any Subsidiary
the outstanding principal amount of which (a) individually exceeds $10,000,000, or (b) in the aggregate exceeds $40,000,000 that
would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to
become due and payable before its stated maturity or before its regularly scheduled dates of payment (other than (i) secured Indebtedness
that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (ii) any Indebtedness
that becomes due as a result of a refinancing thereof permitted by Section 10.1, (iii) any reimbursement obligation in respect
of a letter of credit as a result of a drawing thereunder by a beneficiary thereunder in accordance with its terms, (iv) any such
Indebtedness that is mandatorily prepayable prior to the scheduled maturity thereof with the proceeds of the issuance of capital
stock, the incurrence of other Indebtedness or the sale or other disposition of any assets, and (v) any redemption, conversion
or settlement of any such Indebtedness that is convertible into Equity Interests (and cash in lieu of fractional shares) and/or
cash (in lieu of such Equity Interests in an amount determined by reference to the price of the common stock of the Company at
the time of such conversion or settlement) in the Company pursuant to its terms unless such redemption, conversion or settlement
results from a default thereunder or an event of a type that constitutes an Event of Default, so long as, in any case described
in clauses (i) through (v), the Company is not in default with respect to its obligations to make payment of such Indebtedness
or reimbursement obligation when due (within any applicable grace period) and such event shall not have otherwise resulted in an
event of default with respect to such Indebtedness, or reimbursement obligation).


 






    	 	15	 



     


    

 


Section 5.16.       Foreign
Assets Control Regulations, Etc.


 


(a)       Neither
the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked
Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC
Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf
of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that
is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of
a country described in clause (ii), a “Blocked Person”).


 


(b)       No
part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked
Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment
in, or any transactions or dealings with, any Blocked Person.


 


(c)       To
the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity (i) is under investigation
by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related
activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”),
(ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited
in an action under any Anti- Money Laundering Laws.


 


(d)       No
part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any
governmental official or employee, political party, official of a political party, candidate for political office, official of
any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business
or obtain any improper advantage in violation of the United States Foreign Corrupt Practice Act of 1977, as amended, or any other
applicable law.


 






    	 	16	 



     


    

 


Section 5.17.       Status
under Certain Statutes.


 


Neither the Company nor
any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, the ICC Termination Act of 1995,
as amended, or the Federal Power Act, as amended.


 


Section 5.18.       Environmental
Matters.


 


(a)       Neither
the Company nor any Subsidiary has knowledge of any claim or has received any notice of any claim, and no proceeding has been instituted
raising any claim against the Company or any of its Subsidiaries or any of their respective real properties now or formerly owned,
leased or operated by any of them or other assets, alleging any damage to the environment or violation of any Environmental Laws,
except, in each case, such as would not reasonably be expected to result in a Material Adverse Effect.


 


(b)       Neither
the Company nor any Subsidiary has knowledge of any facts which are reasonably likely to give rise to any claim, public or private,
of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties
now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as would not
reasonably be expected to result in a Material Adverse Effect.


 


(c)       Neither
the Company nor any Subsidiary has stored any Hazardous Materials on real properties now or, to the knowledge of the Company, formerly
owned, leased or operated by any of them and has not disposed of any Hazardous Materials in a manner contrary to any Environmental
Laws in each case in any manner that would reasonably be expected to result in a Material Adverse Effect; and


 


(d)       All
buildings on all real properties now owned, leased or operated by the Company or any Subsidiary are in compliance with applicable
Environmental Laws, except where failure to comply would not reasonably be expected to result in a Material Adverse Effect.


 


		6.	REPRESENTATIONS OF THE PURCHASERS.



 


Section 6.1.       Purchase
for Investment.


 


Each Purchaser severally
represents that it is purchasing the Notes purchased by it hereunder for its own account or for one or more separate accounts maintained
by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided
that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control.
Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered
pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances
where neither such registration nor such an exemption is required by law, and that the Company is not required to register the
Notes.


 






    	 	17	 



     


    

 


Section 6.2.       Source
of Funds.


 


Each Purchaser severally
represents that at least one of the following statements is an accurate representation as to each source of funds (a “Source”)
to be used by such Purchaser to pay the purchase price of the Notes to be purchased by it hereunder:


 


(a)       the
Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s
Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined
by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “NAIC
Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with
the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit
plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the
general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities)
plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or


 


(b)       the
Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations
under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such
separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by
the investment performance of the separate account; or


 


(c)       the
Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment
fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this
clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns
more than 10% of all assets allocated to such pooled separate account or collective investment fund; or


 


(d)       the
Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”))
managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM
Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the
assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning
of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent
more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied,
neither the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause
the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity
of such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets
of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part
VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such
investment fund, have been disclosed to the Company of such Notes in writing pursuant to this clause (d); or


 






    	 	18	 



     


    

 


(e)       the
Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”))
managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption),
the conditions of Section I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or
controlled by the INHAM (applying the definition of “control” in Section IV(d)(3) of the INHAM Exemption) owns a 10%
or more interest in the Company of such Notes and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s)
whose assets constitute the Source have been disclosed to the Company of such Notes in writing pursuant to this clause (e); or


 


(f)        the
Source is a governmental plan; or


 


(g)       the
Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans,
each of which has been identified to the Company in writing pursuant to this clause (g); or


 


(h)       the
Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.


 


As used in this Section 6.2, the terms
“employee benefit plan,” “governmental plan,” and “separate account” shall have the respective
meanings assigned to such terms in section 3 of ERISA.


 


Section
6.3       Each Purchaser further represents and warrants that such Purchaser (a) will not sell, transfer or otherwise dispose
of the Notes or any interest therein except in a transaction exempt from or not subject to the registration requirements of the
Securities Act and (b) was given the opportunity to ask questions and receive answers concerning the terms and conditions of the
offering and to obtain any additional information which the Company possesses or can acquire without unreasonable effort or expense.
Each Purchaser acknowledges that the Notes will bear a restrictive legend in the form set forth on the form of Note attached as
Exhibit 1 to the Private Shelf Agreement. Nothing contained in this Section 6.3 shall limit the ability of any Purchaser to rely
upon the representations and warranties of the Transaction Parties in the Transaction Documents without additional inquiry or
investigation.


 


Section
6.4       Each Purchaser represents that it is an Institutional Accredited Investor acting for its own account (and not for the
account of others) or as a fiduciary or agent for others (which others are also Institutional Accredited Investors).


 


Section
6.5       The purchase of Notes by such Purchaser has not been solicited by or through anyone other than the Company, its agents
or representatives, Prudential, or a holder of a Note.


 






    	 	19	 



     


    

 


		7.	[RESERVED].



 


		8.	PAYMENT AND PREPAYMENT OF THE NOTES.



 


Section 8.1.       Required
Prepayments of the Notes. Each Series of Notes shall be subject to required prepayments, if any, set forth in the Notes of
such Series.


 


Section 8.2.       Optional
Prepayments with Make-Whole Amount.


 


The Company may, at its
option, upon notice as provided below, prepay at any time all, or from time to time any part of, any Series of Notes (in the case
of each partial prepayment, in a minimum aggregate principal amount of $1,000,000 and in integral multiples of $500,000 in the
case of Notes denominated in Dollars, in a minimum aggregate principal amount of €1,000,000 and in integral multiples of €500,000
in the case of Notes denominated in Euros, in a minimum aggregate principal amount of ₤1,000,000 and in integral multiples
of ₤500,000 in the case of Notes denominated in British Pounds, in a minimum aggregate principal amount of C$1,000,000 and
in integral multiples of C$500,000 in the case of Notes denominated in Canadian Dollars, and in a minimum aggregate principal amount
of FR1,000,000 and in integral multiples of FR500,000 in the case of Notes denominated in Swiss Francs), at 100% of the principal
amount so prepaid, and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company
will give each holder of any Series of Notes to be prepaid written notice of each optional prepayment under this Section 8.2
not less than 10 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such
date (which shall be a Business Day), the aggregate principal amount of the Series of Notes to be prepaid on such date, the principal
amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.4), and the interest to be paid
on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior
Financial Officer of the Company as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if
the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior
to such prepayment, the Company shall deliver to each holder of such Series of Notes to be prepaid a certificate of a Senior Financial
Officer of the Company specifying the calculation of such Make-Whole Amount as of the specified prepayment date. Any partial prepayment
of the Notes of any Series pursuant to this Section 8.2 shall be applied to the required prepayments and payments of the Notes
of such Series under Section 8.1 (including the payment due on the maturity date thereof) in the inverse order of the dates when
such prepayments and payments are due.


 


Section 8.3.       [RESERVED].


 


Section 8.4.       Allocation
of Partial Prepayments.


 


In the case of each partial
prepayment of the Notes of any Series pursuant to Section 8.1 or 8.2, the principal amount of the Notes of such Series to
be prepaid shall be allocated among all of the Notes of such Series at the time outstanding in proportion, as nearly as practicable,
to the respective unpaid principal amounts thereof not theretofore called for prepayment.


 






    	 	20	 



     


    

 


Section 8.5.       Maturity;
Surrender, Etc.


 


In the case of each prepayment
of Notes of any Series pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due
and payable on the date fixed for such prepayment (which shall be a Business Day), together with interest on such principal amount
accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Company shall fail to pay
such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest
on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled
and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.


 


Section 8.6.       Purchase
of Notes.


 


The Company will not,
and will not permit any of its Affiliates to, purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the
outstanding Notes except (i) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the
Notes or (ii) pursuant to a written offer to purchase any outstanding Notes of any Series made by the Company or an Affiliate pro
rata to the holders of all Notes of such Series at the time outstanding upon the same terms and conditions. The Company will promptly
cancel all Notes acquired by it or any Affiliate pursuant to any payment or prepayment of Notes pursuant to any provision of this
Agreement and no Notes may be issued in substitution or exchange for any such Notes.


 


Section 8.7.       Make-Whole
Amount.


 


The term “Make-Whole
Amount” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining
Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided
that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following
terms have the following meanings:


 


“Applicable
Percentage” means 0.50% (50 basis points).


 


“Called
Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.2
or has become or is declared to be immediately due and payable pursuant to Section 12.1.


 


“Discounted
Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled
Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to
such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis
as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.


 






    	 	21	 



     


    

 


“Implied
Rate British Pound Yield” means, with respect to the Called Principal of any Note denominated in British Pounds, the
yield to maturity implied by (i) the ask-side yields reported, as of 10:00 A.M. (New York time) on the second
Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated “Page PXUK”
on Bloomberg Financial Markets (or such other display as may replace “Page PXUK” on Bloomberg Financial Markets) for
actively traded gilt-edged securities having a maturity equal to the Remaining Average Life of such Called Principal as of such
Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported are not ascertainable,
the average of the ask-side yields as determined by Recognized British Government Bond Market Makers. Such implied yield will be
determined, if necessary, by (a) converting quotations to bond-equivalent yields in accordance with accepted financial
practice and (b) interpolating linearly between (1) the actively traded gilt-edged security with the maturity
closest to and greater than the Remaining Average Life of such Called Principal and (2) the actively traded gilt-edged security
with the maturity closest to and less than the Remaining Average Life of such Called Principal.


 


“Implied
Rate Canadian Dollar Yield” means, with respect to the Called Principal of any Note denominated in Canadian Dollars,
the yield to maturity implied by (i) the ask-side yields reported, as of 10:00 a.m. (New York time) on the second Business Day
preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PXCA” on Bloomberg
Financial Markets (or such other display as may replace “Page PXCA” on Bloomberg Financial Markets) for actively traded
benchmark Canadian government bonds having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement
Date, or (ii) if such yields are not reported as of such time or the yields reported are not ascertainable, the average of the
ask-side yields for such securities as determined by Recognized Canadian Government Bond Market Makers. Such implied yield will
be determined, if necessary, by (a) converting quotations to bond-equivalent yields in accordance with accepted financial practice
and (b) interpolating linearly between (1) the actively traded benchmark Canadian government bonds with the maturity closest to
and greater than the Remaining Average Life of such Called Principal and (2) the actively traded benchmark Canadian government
bonds with the maturity closest to and less than the Remaining Average Life of such Called Principal.


 


“Implied
Rate Dollar Yield” means, with respect to the Called Principal of any Note denominated in Dollars, the yield to maturity
implied by (i) the ask-side yields reported as of 10:00 A.M. (New York City time) on the second Business Day preceding the
Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display
as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on the run U.S. Treasury securities
having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such
yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation),
the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the
second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release
H.15 (or any comparable successor publication) for U.S. Treasury securities having a constant maturity equal to the Remaining Average
Life of such Called Principal as of such Settlement Date. In the case of each determination under clause (i) or clause (ii), as
the case may be, of the preceding paragraph, such implied yield will be determined, if necessary, by (a) converting U.S. Treasury
bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between
(1) the applicable U.S. Treasury security with the maturity closest to and greater than such Remaining Average Life and (2)
the applicable U.S. Treasury security with the maturity closest to and less than such Remaining Average Life.


 






    	 	22	 



     


    

 


“Implied
Rate Euro Yield” means, with respect to the Called Principal of any Note denominated in Euros, the yield to maturity
implied by (i) the ask-side yields reported, as of 10:00 A.M. (New York time) on the second Business Day preceding
the Settlement Date with respect to such Called Principal, on the display designated as “Page PXGE” on Bloomberg Financial
Markets (or such other display as may replace “Page PXGE” on Bloomberg Financial Markets) for the benchmark German
Bund having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if
such yields are not reported as of such time or the yields reported are not ascertainable, the average of the ask-side yields as
determined by Recognized German Bund Market Makers. Such implied yield will be determined, if necessary, by (a) converting
quotations to bond-equivalent yields in accordance with accepted financial practice and (b) interpolating linearly
between (1) the benchmark German Bund with the maturity closest to and greater than the Remaining Average Life of such Called
Principal and (2) the benchmark German Bund with the maturity closest to and less than the Remaining Average Life of such
Called Principal.


 


“Implied
Rate Swiss Franc Yield” means, with respect to the Called Principal of any Note denominated in Swiss Francs, the yield
to maturity implied by (i) the ask-side yields reported, as of 10:00 a.m. (New York time) on the second Business Day preceding
the Settlement Date with respect to such Called Principal, on the display designated as “Page O#CHBMK=” on Reuters
(or such other display as may replace “Page O#CHBMK=” on Reuters) for the actively traded benchmark Swiss government
bonds having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such
yields are not reported as of such time or the yields reported are not ascertainable, the average of the ask-side yields for such
securities as determined by Recognized Swiss Government Bond Market Makers. Such implied yield will be determined, if necessary,
by (a) converting quotations to bond-equivalent yields in accordance with accepted financial practice and (b) interpolating linearly
between (1) the actively traded benchmark Swiss government bonds with the maturity closest to and greater than the Remaining Average
Life of such Called Principal and (2) the actively traded benchmark Swiss government bonds with the maturity closest to and less
than the Remaining Average Life of such Called Principal.


 


“Recognized
British Government Bond Market Makers” means two internationally recognized dealers of gilt edged securities reasonably
selected by Prudential.


 






    	 	23	 



     


    

 


“Recognized
Canadian Government Bond Market Makers” shall mean two internationally recognized dealers of Canadian government bonds
reasonably selected by Prudential.


 


“Recognized
German Bund Market Makers” means two internationally recognized dealers of German Bunds reasonably selected by Prudential.


 


“Recognized
Swiss Government Bond Market Makers” means two internationally recognized dealers of Swiss government bonds reasonably
selected by Prudential.


 


“Reinvestment
Yield” means, with respect to the Called Principal of any Note denominated in (i) Dollars, the Applicable Percentage
plus the Implied Rate Dollar Yield, (ii) Euros, the Applicable Percentage plus the Implied Rate Euro Yield, (iii)
British Pounds, the Applicable Percentage plus the Implied Rate British Pound Yield, (iv) Canadian Dollars, the Applicable Percentage
plus the Implied Rate Canadian Dollar Yield and (v) Swiss Francs, the Applicable Percentage plus the Implied Rate Swiss Franc Yield.
The Reinvestment Yield will be rounded to that number of decimals as appears in the coupon for the applicable Note.


 


“Remaining
Average Life” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth
year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the
principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated
to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled
due date of such Remaining Scheduled Payment.


 


“Remaining
Scheduled Payments” means, with respect to the Called Principal of any Note, all payments of such Called Principal and
interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called
Principal were made prior to its scheduled due date; provided that if such Settlement Date is not a date on which interest
payments are due to be made under the terms of the Notes, then the amount of the next succeeding scheduled interest payment will
be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to
Section 8.2 or 12.1.


 


“Settlement
Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid
pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the
context requires.


 






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		9.	AFFIRMATIVE COVENANTS.



 


The Company covenants
that during the Issuance Period and so long thereafter as any of the Notes are outstanding:


 


Section 9.1       Financial
Statements and Other Information.


 


The Company will deliver
to Prudential and each holder of Notes that is an Institutional Investor:


 


(a)       within
one hundred (100) days after the end of each fiscal year of the Company (or, if earlier, within five (5) days after the date that
the Annual Report on Form 10-K of the Company for such fiscal year would be required to be filed under the rules and regulations
of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), its audited consolidated
balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year,
setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers
LLP or other independent public accountants of recognized national standing (without any qualification or exception as to the scope
of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial
condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with
GAAP consistently applied;


 


(b)       within
fifty-five (55) days after the end of each of the first three fiscal quarters of each fiscal year of the Company (or, if earlier,
by the date that the Quarterly Report on Form 10-Q of the Company for such fiscal quarter would be required to be filed under the
rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), its
consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and
for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures
for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all
certified by one of its Senior Financial Officers as presenting fairly in all material respects the financial condition and results
of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied,
subject to normal year-end audit adjustments and the absence of footnotes;


 


(c)       concurrently
with any delivery of financial statements under clause (a) or (b) above, a certificate of a Senior Financial Officer of the Company
(i) certifying as to whether a Default or Event of Default has occurred and is continuing and, if a Default or Event of Default
has occurred that is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto,
(ii) setting forth reasonably detailed calculations demonstrating compliance with Section 10.9 and (iii) stating whether any change
in GAAP or in the application thereof has occurred since the date of the Company’s audited financial statements for the fiscal
year ended September 30, 2011 or the Company’s quarterly financial statements for the fiscal quarter ended December 31, 2011,
March 31, 2012 or September 30, 2012 referred to in Section 5.5 and, if any such change has occurred, specifying the effect of
such change on the financial statements accompanying such certificate;


 






    	 	25	 



     


    

 


(d)       promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed
by the Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said
Commission, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case
may be; and


 


(e)       promptly
following any request therefor, such other information regarding the operations, business affairs and financial condition of the
Company or any Subsidiary, or compliance with the terms of this Agreement, as a holder of Notes may reasonably request.


 


Documents required to be delivered pursuant
to clauses (a), (b) and (d) of this Section 9.1 may be delivered electronically and if so delivered, shall be deemed to have been
delivered on the date on which such documents are (i) filed for public availability on the SEC’s Electronic Data Gathering
and Retrieval System; (ii) posted or the Company provides a link thereto on http://www.hillenbrand.com; or (iii) posted on the
Company’s behalf on an Internet or intranet website, if any, to which Prudential and the holders of Notes have access (whether
a commercial, third-party website or whether sponsored by the Company).


 


Section 9.2       Notices
of Material Events.


 


The Company will furnish
to Prudential and each holder of Notes who is an Institutional Investor written notice of the following, promptly upon a Responsible
Officer of the Company having actual knowledge thereof:


 


(a)       the
occurrence of any Default or Event of Default;


 


(b)       the
filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting
the Company or any Subsidiary thereof that would reasonably be expected to result in a Material Adverse Effect;


 


(c)       the
occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected
to result in a Material Adverse Effect; and


 


(d)       any
other development that results in, or would reasonably be expected to result in, a Material Adverse Effect.


 


Each notice delivered under this Section
shall be accompanied by a statement of a Senior Financial Officer or other executive officer of the Company setting forth the details
of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Information
required to be delivered pursuant to clause (b), (c) and (d) of this Section shall be deemed to have been delivered if such information,
or one or more annual or quarterly or other periodic reports containing such information is (i) filed for public availability on
the SEC’s Electronic Data Gathering and Retrieval System, (ii) posted or the Company provides a link thereto on http://www.hillenbrand.com;
or (iii) posted on the Company’s behalf on an Internet or intranet website, if any, to which Prudential and the holders of
Notes have access (whether a commercial, third-party website or whether sponsored by the Company). Information required to be delivered
pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Required Holders.


 






    	 	26	 



     


    




 


Section 9.3       Existence;
Conduct of Business.


 


The Company will, and
will cause each of its Material Subsidiaries to, do or cause to be done (i) all things necessary to preserve, renew and keep in
full force and effect its legal existence and (ii) take, or cause to be taken, all reasonable actions to preserve, renew and keep
in full force and effect the rights, qualifications, licenses, permits, privileges, franchises, governmental authorizations and
intellectual property rights material to the conduct of its business, and maintain all requisite authority to conduct its business
in each jurisdiction in which its business is conducted (except, for purposes of this clause (ii), to the extent the failure to
do so would not reasonably be expected to have a Material Adverse Effect); provided that (x) the foregoing shall not prohibit
any merger, consolidation, amalgamation, disposition, liquidation or dissolution permitted under Section 10.4 and (y) neither the
Company nor any of its Subsidiaries shall be required to preserve any right, qualification, license, permit, privilege, franchise,
governmental authorization, intellectual property right or authority to conduct its business if the Company or such Subsidiary
shall determine that the preservation thereof is no longer desirable in the conduct of business of the Company or such Subsidiary,
as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Company, such Subsidiary, or
the holders of the Notes.


 


Section 9.4       Payment
of Tax Obligations.


 


The Company will, and
will cause each of its Subsidiaries to, pay its Tax liabilities, that, if not paid, would reasonably be expected to result in a
Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof
is being contested in good faith by appropriate proceedings, (b) the Company or such Subsidiary has set aside on its books adequate
reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would not reasonably
be expected to result in a Material Adverse Effect.


 


Section 9.5       Maintenance
of Properties; Insurance.


 


The Company will, and
will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of the business of the Company
and its Subsidiaries (taken as a whole) in good working order and condition, ordinary wear and tear excepted, and (b) maintain,
with financially sound and reputable insurance companies or with a captive insurance company that is an Affiliate of the Company,
insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses
operating in the same or similar locations.


 






    	 	27	 



     


    

 


Section 9.6       Books
and Records; Inspection Rights.


 


The Company will, and
will cause each of its Subsidiaries to, keep proper books of record and account in which entries true and correct in all material
respects are made of all material financial dealings and transactions in relation to its business and activities and, subject to
Section 9.1, in a form permitting financial statements in accordance with GAAP to be derived therefrom. The Company will, and will
cause each of its Subsidiaries to, permit any representatives designated by any holder of the Notes that is an Institutional Investor,
at reasonable times and upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its
books and records, and to discuss its affairs, finances and condition with its officers and, provided that the Company or
such Subsidiary is afforded the opportunity to participate in such discussions, its independent accountants, all at such reasonable
times and as often as reasonably requested; provided, however, in no event shall such visitations, inspections or
examinations occur more frequently than once per calendar year so long as no Event of Default has occurred and is continuing. The
Company acknowledges that any holder of the Notes, after exercising its rights of inspection, may, subject to Section 21, prepare
and distribute to other holders of Notes certain reports pertaining to the Company and its Subsidiaries’ assets for internal
use by each holder of the Notes. Notwithstanding anything to the contrary in this Section 9.6, neither the Company nor any of its
Subsidiaries will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any documents,
information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in
respect of which disclosure to a holder of the Notes that is an Institutional Investor (or any designated representative) is then
prohibited by law or any agreement binding on the Company or any of its Subsidiaries or (iii) is subject to attorney-client or
similar privilege constitutes attorney work-product.


 


Section 9.7       Compliance
with Laws.


 


The Company will, and
will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable
to it or its property (including without limitation Environmental Laws), in each case except where the failure to do so, individually
or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.


 


Section 9.8.       Subsequent
Guarantors.


 


(a)       The
Company covenants that if at any time after the issuance of the initial Series of Notes any Subsidiary becomes liable under a Guarantee
with respect to any Indebtedness under the Primary Credit Facility (other than a Foreign Subsidiary which is solely liable under
a Guarantee with respect to Indebtedness owing by one or more other Foreign Subsidiaries under the Primary Credit Facility) or
any Domestic Subsidiary becomes a borrower or co-borrower under the Primary Credit Facility, then concurrently therewith the Company
will cause such Subsidiary to execute and deliver to the holders of the Notes a joinder to the Guaranty Agreement in the form of
the exhibit thereto.


 


(b)       Each
joinder to the Guaranty Agreement delivered by a Subsidiary pursuant to Section 9.8(a) shall be accompanied by a certificate of
the Secretary or Assistant Secretary of such Subsidiary certifying such Subsidiary’s charter and by-laws (or comparable governing
documents), resolutions of the board of directors (or comparable governing body) of such Subsidiary authorizing the execution and
delivery of such joinder and incumbency and specimen signatures of the officers of such Subsidiary executing such documents, certificates
with respect to such Subsidiary of the type described in Section 4.3, a certificate of good standing or comparable certificate
for such Subsidiary in its jurisdiction of organization (if available), and an opinion of counsel for such Subsidiary with respect
to such joinder of the type described in Section 4.4.


 






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(d)       If
at any time any Guarantor ceases to be or is no longer liable under a Guarantee and ceases to be or is no longer a borrower or
co-borrower as described in clause (a) in this Section 9.8, and if all of the following conditions are satisfied: (i) no Default
or Event of Default exists immediately before or after the release by Prudential and the holders of the Notes of such Guarantor
contemplated below, and (ii) if any fees or other consideration has been given to any party to the Primary Credit Facility to obtain
the release of such Guarantor from being liable under any Guarantee or as a borrower or co-borrower, the holders of the Notes shall
have received such fees or other consideration in a proportionate amount based upon the relative outstanding principal amount of
the Notes and of the Indebtedness outstanding under the Primary Credit Facility with respect to which such Guarantor is liable
under a Guarantee or as a borrower or co-borrower, then, such Guarantor shall be automatically released from its obligations under
the Guaranty Agreement and upon the request and at the expense of the Company, Prudential and the holders of the Notes shall execute
and deliver to such Guarantor a release of its obligations under the Guaranty Agreement.


 


Section 9.9.       Maintenance
of Ratings. At any time when any of the Company’s senior unsecured indebtedness, or, if no rating exists with respect
to the Company’s senior unsecured indebtedness, the Company, has a Below Investment Grade Rating, the Company shall cause
at least three nationally recognized rating agencies (which shall be Moody’s, S&P, Fitch or such other nationally recognized
rating agency as is reasonably satisfactory to the Required Holders) to maintain a public rating of the Company’s senior
unsecured indebtedness, or, if no rating exists with respect to the Company’s senior unsecured indebtedness, the Company.
For the avoidance of doubt, the Company shall not be required to cause or maintain any ratings if there is no Below Investment
Grade Rating on any of the Company’s senior unsecured indebtedness, or, if no rating exists with respect to the Company’s
senior unsecured indebtedness, on the Company.


 


Section 9.10.       Excess
Leverage Fee. Without limiting the Company’s obligations under Section 10.9(a) hereof, if the Company’s Leverage
Ratio is greater than 3.50 to 1.00 as of the last day of any fiscal quarter as reflected on the compliance certificate for such
fiscal quarter (or, in the case of the fourth fiscal quarter of a fiscal year, such fiscal year) required by Section 9.1(c) during
a Leverage Holiday Period, then, in addition to the interest accruing on the Notes, the Company agrees to pay to each holder of
a Note a fee (an “Excess Leverage Fee”) computed on the daily average outstanding principal amount of such Notes
during the fiscal quarter immediately succeeding such fiscal quarter (such succeeding fiscal quarter, an “Applicable Quarter”)
at a rate of 0.75% per annum; provided that, for the avoidance of doubt, no Excess Leverage Fee will accrue during any fiscal
quarter to the extent the Company’s Leverage Ratio as of the last day of the immediately preceding fiscal quarter is less
than or equal to 3.50 to 1.00. The Excess Leverage Fee with respect to each Note for any period during which such fee accrues shall
be calculated on the same basis as interest on such Note is calculated and shall be paid in arrears within three Business Days
after the last day of the Applicable Quarter. The payment and acceptance of any Excess Leverage Fee shall not constitute a waiver
of any Default or Event of Default. If for any reason the Company fails, after a notice of a Significant Acquisition Election is
delivered by the Company, to deliver the financial statements required by Section 9.1(a) or 9.1(b) hereof or the related compliance
certificate required by Section 9.1(c) hereof for a succeeding fiscal quarter or fiscal year during a Leverage Holiday Period by
the date such financial statements and compliance certificate are required to be delivered, then the Company shall be deemed to
have a Leverage Ratio as of the end of such fiscal quarter or fiscal year of greater than 3.50 to 1.00 solely for the purposes
of this Section 9.10.


 






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		10.	NEGATIVE COVENANTS.



 


The Company covenants
that during the Issuance Period and so long thereafter as any of the Notes are outstanding:


 


Section 10.1.       Liens.


 


The Company will not,
and will not permit any Subsidiary to, create or suffer to exist, any Lien on or with respect to any of its properties, whether
now owned or hereafter acquired, or assign any right to receive income other than:


 


(a)       Liens
pursuant to any Transaction Document;


 


(b)       Liens
existing on the Amendment No. 5 Effective Date that (i) do not exceed $1,000,000 or (ii) are listed on Schedule 10.1 and any renewals
or extensions thereof; provided that the property covered thereby is not increased and any renewal or extension of the obligations
secured or benefited thereby is permitted by Section 10.3(b);


 


(c)       Liens
for taxes not yet due or which are being contested in good faith and by appropriate proceedings in the circumstances, if adequate
reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;


 


(d)       carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course
of business which are not overdue for a period of more than sixty (60) days or which are being contested in good faith and by appropriate
proceedings in the circumstances, if adequate reserves with respect thereto are maintained on the books of the applicable Person
to the extent required in accordance with GAAP;


 


(e)       pledges
or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other
social security legislation (including, but not limited to, section 8a of the German Semi-retirement Act (Altersteilzeitgesetz)
and section 7d of the German Social Law Act No. 4 (Sozialgesetzbuch) but other than any Lien imposed by ERISA), including
cash collateral for obligations in respect of letters of credit, guarantee obligations or similar instruments related to the foregoing,
and deposits securing liability insurance carriers under insurance or self-insurance arrangements in the ordinary course of business;


 


(f)       pledges
or deposits (including cash collateral for obligations in respect of letters of credit and bank guarantees) to secure the performance
of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to
judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;


 


(g)      easements,
rights-of-way, restrictions and other similar encumbrances affecting real property and other minor defects or irregularities in
title and other similar encumbrances including the reservations, limitations, provisos and conditions, which, in the aggregate,
are not substantial in amount, and which do not in any case materially detract from the value of the property of the Company and
its Subsidiaries taken as a whole or materially interfere with the ordinary conduct of the business of the applicable Person;


 






    	 	30	 



     


    

 


(h)       Liens
securing Indebtedness permitted under Section 10.3(d); provided that (i) such Liens do not at any time encumber any property
other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair
market value, whichever is lower, of the property being acquired on the date of acquisition;


 


(i)        Liens
securing Indebtedness permitted under Section 10.3(r);


 


(j)        statutory
rights of set-off arising in the ordinary course of business;


 


(k)       Liens
existing on property at the time of acquisition thereof by the Company or any Subsidiary and not created in contemplation thereof;


 


(l)       Liens
existing on property of a Subsidiary at the time such Subsidiary is merged, consolidated or amalgamated with or into, or acquired
by, the Company or any Subsidiary or becomes a Subsidiary and not created in contemplation thereof;


 


(m)       Liens
in favor of banks which arise under Article 4 of the Uniform Commercial Code on items in collection and documents relating thereto
and the proceeds thereof or which arise under banks’ standard terms and conditions;


 


(n)       judgment
Liens in respect of judgments that do not constitute an Event of Default under Section 11(k) or Liens securing appeal or surety
bonds related to such judgments;


 


(o)       any
interest or title of a landlord, lessor or sublessor under any lease of real estate or any Lien affecting solely the interest of
the landlord, lessor or sublessor;


 


(p)       leases,
licenses, subleases or sublicenses granted (i) to others not interfering in any material respect with the business of the Company
and its Subsidiaries, taken as a whole, or (ii) between or among any of the Transaction Parties or any of their Subsidiaries;


 


(q)       purported
Liens evidenced by the filing of precautionary UCC financing statements, PPSA financing statements or similar filings relating
to operating leases of personal property entered into by the Company or any of its Subsidiaries in the ordinary course of business;


 


(r)       any
interest or title of a licensor under any license or sublicense entered into by the Company or any Subsidiary as a licensee or
sublicensee (i) existing on the Amendment No. 5 Effective Date or (ii) in the ordinary course of its business;


 


(s)       with
respect to any real property, immaterial title defects or irregularities that do not, individually or in the aggregate, materially
impair the use of such real property;


 






    	 	31	 



     


    

 


(t)        Liens
on any cash earnest money deposits or other escrow arrangements made in connection with any letter of intent or purchase agreement;


 


(u)       Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the
importation of goods;


 


(v)       Liens
arising out of sale and leaseback transactions;


 


(w)      customary
rights of first refusal, “tag along” and “drag along” rights, and put and call arrangements under joint
venture agreements;


 


(x)       Liens
on Treasury Stock of the Company;


 


(y)      Liens
(x) in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments
on deposit with or in possession of such bank, (y) attaching to commodity trading accounts or other brokerage accounts incurred
in the ordinary course of business or (z) in favor of banking institutions arising as a matter of law or standard business terms
and conditions encumbering deposits (including the right of setoff) and which are within the general parameters customary in the
banking industry;


 


(z)       Liens
securing obligations (contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap Agreement;


 


(aa)     other Liens securing
liabilities or assignments of rights to receive income in an aggregate amount not to exceed the greater of (i) $150,000,000 and
(ii) 15% of Consolidated Tangible Assets (calculated as of the end of the immediately preceding fiscal quarter for which the Company’s
financial statements were most recently delivered pursuant to Section 9.1(a) or (b) or, if prior to the date of the delivery of
the first financial statements to be delivered pursuant to Section 9.1(a) or (b), the most recent financial statements referred
to in Section 5.5 at any time outstanding; provided that, for the avoidance of doubt, no Default or Event of Default shall
be deemed to have occurred if, at the time of the creation, incurrence, assumption or initial existence thereof, such Liens were
permitted to be incurred pursuant to this clause (aa) notwithstanding a decrease after such time in the basket amount permitted
under this clause (aa) as a result of a decrease in Consolidated Tangible Assets;


 


(bb)     Liens on property
or assets deposited with a trustee or paying agent or otherwise segregated or held in trust or under an escrow or other funding
arrangement with respect to the Specified Senior Notes Indebtedness prior to the consummation of the Bengal Acquisition (until
the date that is 90 days after the termination of the Bengal Acquisition Agreement); and


 


(cc)     Liens on property
or assets deposited with a trustee or paying agent or otherwise segregated or held in trust or under an escrow or other funding
arrangement for the sole purpose of repurchasing, redeeming, defeasing, repaying, satisfying and discharging or otherwise acquiring
or retiring Indebtedness.


 






    	 	32	 



     


    

 


Notwithstanding the foregoing, the Company
will not, and will not permit any Subsidiary to, create or suffer to exist any Lien on or with respect to any of properties, whether
now owned or hereafter acquired, or assign any right to receive income, to secure any obligation under the Primary Credit Facility
(other than (i) cash collateral with respect to letters of credit and defaulting lender obligations, (A) in an aggregate amount
up to and including $50,000,000 and (B) in an amount in excess of $50 million, if such cash collateral is outstanding for less
than 90 days, (ii) in an aggregate amount up to and including $300,000,000 upon the termination of the Primary Credit Facility,
cash collateral for letter of credit obligations with respect to letters of credit issued under the Primary Credit Facility that
remain outstanding after such termination and (iii) set-off rights, in each case provided for under the Primary Credit Facility)
unless and until the Notes (and any Guaranty Agreement) shall be concurrently secured equally and ratably with such Primary Credit
Facility pursuant to documentation (including an intercreditor agreement) reasonably acceptable to the Required Holders. The allowance
of Liens pursuant to clauses (i), (ii) and (iii) in the foregoing parenthetical shall not prejudice any right of Prudential or
any holder of a Note with respect to its reasonable requirements for the provisions of any such intercreditor agreement.


 


Section 10.2       Acquisitions.


 


The Company will not,
and will not permit any Subsidiary to, acquire (in one or a series of transactions) all of the capital stock or equity interests
or all or substantially all of the assets of any Person, unless (i) immediately before and after giving effect thereto, no Default
or Event of Default shall have occurred and be continuing or would result therefrom and (ii) if the aggregate amount invested (including
assumed debt) is greater than $375,000,000, relevant financial information, statements and projections reasonably requested by
the Required Holders in respect of the Company and its Subsidiaries as of the end of the most recent fiscal quarter for the four
fiscal quarters most recently ended giving effect to the acquisition of the company or business pursuant to this Section 10.2 are
delivered to Prudential and the holders of Notes that are Institutional Investors not less than five (5) Business Days prior to
the consummation of any such acquisition or series of acquisitions, together with a certificate of a Responsible Officer of the
Company demonstrating pro forma compliance with Section 10.9 after giving effect to such acquisition or series of acquisitions;
provided that notwithstanding anything to the contrary set forth in this Section 10.2, it is hereby understood and agreed that
the Bengal Acquisition is permitted under this Section 10.2 and is not subject to the requirements set forth in the foregoing clauses
(i) and (ii); provided further that, to the extent the Bengal Acquisition is financed in part with Term Loans under (and as defined)
in the Primary Credit Facility, the Company shall provide copies of the items referenced in Section 4.02(i) of the Primary Credit
Facility to each holder of Notes.


 


Section 10.3       Indebtedness.


 


The Company will not,
and will not permit any Subsidiary to, create, incur, assume or suffer to exist, any Indebtedness, except:


 


(a)       Indebtedness
under the Transaction Documents and, subject to compliance with the provisions of Section 9.8 and the last paragraph of this Section
10.3, under the Primary Credit Facility;


 






    	 	33	 



     


    

 


(b)       Indebtedness
that (i) is outstanding on the Amendment No. 5 Effective Date that is less than $2,000,000 individually or $15,000,000 in the aggregate
or (ii) arises or is incurred under agreements listed on Schedule 10.3, and any refinancings, refundings, renewals or extensions
thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal
or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably
incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;


 


(c)       obligations
(contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap Agreement; provided that such
obligations are (or were) entered into in the ordinary course of business, and not for purposes of speculation;


 


(d)       Indebtedness
in respect of capital leases and purchase money obligations for fixed or capital assets and any refinancings, refundings, renewals
or extensions thereof; provided further that the amount of such Indebtedness is not increased at the time of such refinancing,
refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and
expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized
thereunder; provided that the only property subject to such capital leases and purchase money obligations is the property
so acquired;


 


(e)       Indebtedness
that may be deemed to exist pursuant to surety bonds, appeal bonds, supersedeas bonds or similar obligations incurred in the ordinary
course of business;


 


(f)       so
long as no Default or Event of Default has occurred and is continuing or would result therefrom at the time of incurrence, (1)
the Specified Senior Notes Indebtedness and (2) any other unsecured Indebtedness of (x) the Company or any Guarantor and (y) any
Foreign Subsidiary Borrower (other than, for the avoidance of doubt, any Indebtedness of a Foreign Subsidiary under the Primary
Credit Facility), in the case of clause (y), in an aggregate outstanding principal amount not to exceed the lesser of (A) the Foreign
Subsidiary Debt Limit and (B) the greater of (i) $200,000,000 and (ii) 20% of Consolidated Tangible Assets (calculated as of the
end of the immediately preceding fiscal quarter for which the Company’s financial statements were most recently delivered
pursuant to Section 9.1(a) or (b)); provided that, in each case, such Indebtedness is not senior in right of payment to
the payment of the Indebtedness arising under this Agreement, the Notes, and the Transaction Documents;


 


(g)       Indebtedness
of a Subsidiary of the Company to the Company or any of the Company’s other Subsidiaries or Indebtedness of the Company to
any Subsidiary of the Company in connection with loans or advances; provided that each item of intercompany debt shall be
unsecured and such Indebtedness shall only be permitted under this clause (g) to the extent it will be eliminated for purposes
of the consolidated financial statements of the Company in accordance with GAAP;


 


(h)       Indebtedness
arising as a result of the endorsement in the ordinary course of business of negotiable instruments in the course of collection;


 






    	 	34	 



     


    

 


(i)       Indebtedness
incurred in connection with the acquisition of all or a portion of Hill-Rom Company, Inc.’s interest in the real and personal
property described in the Farm Agreement;


 


(j)       Guarantees
by the Company of Indebtedness of any Subsidiary of the Company and by any Subsidiary of the Company of Indebtedness of the Company
or any other Subsidiary of the Company; provided that the Indebtedness so Guaranteed is permitted by this Section 10.3;


 


(k)       Indebtedness
owed to any Person providing workers' compensation, health, disability or other employee benefits or property, casualty, liability
or other insurance to the Company or any Subsidiary of the Company, including pursuant to reimbursement or indemnification obligations
to such Person, in each case incurred in the ordinary course of business;


 


(l)       customary
contingent indemnification obligations to purchasers in connection with any disposition;


 


(m)       Indebtedness
of any Person that becomes a Subsidiary after the Amendment No. 5 Effective Date; provided that (i) such Indebtedness exists
at the time such Person becomes a Subsidiary and is not created in contemplation thereof and any refinancings, refundings, renewals
or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding,
renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably
incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;


 


(n)       Indebtedness
in respect of netting services, cash management obligations, overdraft protections and otherwise in connection with deposit accounts
and Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently
(except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business;


 


(o)       Indebtedness
with respect to the deferred purchase price of property acquired and any refinancings, refundings, renewals or extensions thereof;
provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension
except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in
connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;


 


(p)       Indebtedness
incurred in respect of credit cards, credit card processing services, debit cards, stored value cards or purchase cards (including
so-called “procurement cards” or “P-cards”), in each case, incurred in the ordinary course of business;


 


(q)       contingent
liabilities in respect of any indemnification obligations, adjustment of purchase price, non-compete, or similar obligations (other
than Guarantees of any Indebtedness for borrowed money) of the Company or any Subsidiary of the Company incurred in connection
with the consummation of one or more acquisitions;


 






    	 	35	 



     


    

 


(r)       other
Indebtedness (exclusive of Indebtedness permitted under clauses (a) through (q) above) in an aggregate principal amount not to
exceed the greater of (i) $150,000,000 and (ii) 15% of Consolidated Tangible Assets (calculated as of the end of the immediately
preceding fiscal quarter for which the Company’s financial statements were most recently delivered pursuant to Section 9.1(a)
or (b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 9.1(a) or
(b), the most recent financial statements referred to in Section 5.5 at any time outstanding; provided that, for the avoidance
of doubt, no Default or Event of Default shall be deemed to have occurred if, at the time of the creation, incurrence, assumption
or initial existence thereof, such Indebtedness was permitted to be incurred pursuant to this clause (r) notwithstanding a decrease
after such time in the basket amount permitted under this clause (r) as a result of a decrease in Consolidated Tangible Assets.


 


Notwithstanding the foregoing, the Company
will not permit any Foreign Subsidiary to create, incur, assume or suffer to exist any Indebtedness under the Primary Credit Facility
to the extent that the sum of (i) the aggregate outstanding principal amount of the Indebtedness of all Foreign Subsidiaries outstanding
under the Primary Credit Facility plus (ii) the aggregate outstanding principal amount of Indebtedness of Foreign Subsidiary Borrowers
outstanding pursuant to clause (f)(y) above would at any time be in excess of $400,000,000 (such amount, the “Foreign
Subsidiary Debt Limit”) except to the extent that the amount of Indebtedness created, incurred, assumed or suffered to
exist by any Foreign Subsidiary under the Primary Credit Facility in excess of the Foreign Subsidiary Debt Limit is permitted under
clause (r) of this Section 10.3 (and such Indebtedness in excess of the Foreign Subsidiary Debt Limit shall not be permitted under
clause (a) through (q) of this Section 10.3).


 


Section 10.4       Fundamental
Changes.


 


The Company will not,
and will not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate or amalgamate with or into another Person,
or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of the Company
and its Subsidiaries, taken as a whole, (whether now owned or hereafter acquired) to or in favor of any Person, except that, so
long as no Default or Event of Default exists or would result therefrom:


 


(a)       any
Subsidiary may (i) merge or consolidate with or into the Company, provided that the Company shall be the continuing or surviving
Person or (ii) merge, consolidate or amalgamate with any one or more other Subsidiaries, provided that when any Wholly-Owned
Subsidiary is merging or amalgamating with another Subsidiary, the Wholly-Owned Subsidiary shall be the continuing or surviving
Person (or the continuing corporation resulting from such amalgamation shall be a Wholly-Owned Subsidiary);


 


(b)       any
Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to
another Subsidiary; provided that if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee
must either be the Company or a Wholly-Owned Subsidiary;


 






    	 	36	 



     


    

 


(c)       the
Company or any Subsidiary may merge (or, in the case of a Subsidiary, amalgamate) with any Person in a transaction that would be
an acquisition or a Disposition that is permitted under this Agreement; provided that in the case of an acquisition (i)
if the Company is a party to such merger, it shall be the continuing or surviving Person, or (ii) if any Guarantor is a party to
such merger or amalgamation, such Guarantor shall be the continuing or surviving Person (or the continuing corporation resulting
from such amalgamation shall be a Guarantor, and shall have executed and delivered to Prudential and the holders of the Notes a
confirmation to that effect reasonably satisfactory to Prudential and the Required Holders); and


 


(d)       the
Company may Dispose of its Treasury Stock.


 


Section 10.5       Restricted
Payments.


 


The Company will not,
and will not permit any of its Subsidiaries to, declare or make, directly or indirectly, any Restricted Payment, or incur any obligation
(contingent or otherwise) to do so, except that:


 


(a)       each
Subsidiary may make Restricted Payments to the Company and to other Subsidiaries (and, in the case of a Restricted Payment by a
non-Wholly-Owned Subsidiary, such Restricted Payment may be made to each other owner of capital stock or other equity interests
of such Subsidiary on a pro rata basis based on their relative ownership interests);


 


(b)       the
Company and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or
other common equity interests of such Person;


 


(c)       the
Company and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common equity interests
or warrants or options to acquire any such shares with the proceeds received from the substantially concurrent issue of new shares
of its common stock or other common equity interests;


 


(d)       the
Company and each Subsidiary may make distributions to current and former employees, officers, or directors of the Company and its
Subsidiaries (or any spouses, ex-spouses, or estates of any of the foregoing) on account of purchases, redemptions or other acquisitions
of Equity Interests of the Company or its Subsidiaries held by such Persons; and


 


(e)       the
Company may declare and pay cash dividends to its stockholders and purchase, redeem or otherwise acquire shares of its capital
stock or warrants, rights or options to acquire any such shares for cash; provided that immediately after giving effect
to such proposed action, no Event of Default would exist.


 


Section 10.6       Change
in Nature of Business.


 


The Company will not,
and will not permit any of its Subsidiaries to, enter into any material line of business if, after giving effect thereto, the business
of the Company and its Subsidiaries, taken as a whole, would be substantially different from the business in which the Company
and its Subsidiaries, taken as a whole, are presently engaged, provided, that this Section 10.6 shall not prohibit the Company
or its Subsidiaries from entering into (x) any line of business that is reasonably related, incidental, ancillary or complementary
to, or any reasonable extension, development or expansion of, the business in which the Company and its Subsidiaries, taken as
a whole, are presently engaged, or (y) any other non-core incidental businesses acquired in connection with any acquisition or
investment not prohibited hereunder.


 






    	 	37	 



     


    

 


Section 10.7       [Reserved.].


 


Section 10.8       Burdensome
Agreements.


 


The Company will not,
and will not permit any of its Subsidiaries to, enter into any Contractual Obligation that: limits the ability (a) of any Subsidiary
to make Restricted Payments to the Company; (b) of any Subsidiary to Guarantee the Indebtedness of the Company under the Transaction
Documents or (c) of the Company or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person
to secure the obligations of the Transaction Parties under the Transaction Documents, other than, in each case limitations and
restrictions:


 


(a)       set
forth in this Agreement and any other Transaction Document;


 


(b)       on
subletting or assignment of any leases or licenses of the Company or any Subsidiary or on the assignment of a Contractual Obligation
or any rights thereunder or any other customary non-assignment provisions, in each case entered into in the ordinary course of
business;


 


(c)       set
forth in Contractual Obligations for the disposition of assets (including any Equity Interests in any Subsidiary) of the Company
or any Subsidiary of the Company; provided such restrictions and conditions apply only to the assets or Subsidiary that
is to be sold;


 


(d)       set
forth in the Farm Agreement, the Airport Access and Use Agreement or the Joint Ownership Agreements;


 


(e)       set
forth in any Contractual Obligation governing Indebtedness permitted under Section 10.3(b), (d), (f), (j), (m), (o) and (r);


 


(f)       with
respect to cash or other deposits (including escrowed funds) received by Company or any Subsidiary in the ordinary course of business
and assets subject to Liens permitted by Section 10.1(b), (e), (f), (h), (j), (k), (l), (n), (t), (v) and (z);


 


(g)       set
forth in joint venture agreements and other similar agreements concerning joint ventures and applicable solely to such joint venture;


 


(h)       set
forth in any Contractual Obligation relating to an asset being acquired existing at the time of acquisition or a Subsidiary existing
at the time such Subsidiary is merged, consolidated or amalgamated with or into, or acquired by, the Company or any Subsidiary
or becomes a Subsidiary and, in each case, not in contemplation thereof;


 






    	 	38	 



     


    

 


(i)       contained
in any trading, netting, operating, construction, service, supply, purchase, credit card, credit card processing service, debit
card, stored value card, purchase card (including a so-called “procurement card” or “P-card”) or other
agreement to which the Company or any of its Subsidiaries is a party and entered into in the ordinary course of business; provided
that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Subsidiary that are the subject
of such agreement, the payment rights arising thereunder, the accounts associated with such agreement, or the proceeds thereof
and does not extend to any other asset or property of the Company or such Subsidiary or the assets or property of any other Subsidiary;


 


(j)       (1)
existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets
of the Company or any Material Subsidiary not otherwise prohibited by this Agreement (so long as such limitation or restriction
applies only to the property or assets subject to such transfer, agreement to transfer, option, right or Lien), (2) contained in
mortgages, pledges or other security agreements securing Indebtedness of a Subsidiary to the extent restricting the transfer of
the property or assets subject thereto, (3) pursuant to customary provisions restricting dispositions of real property interests
set forth in any reciprocal easement agreements of the Company or any Subsidiary, (4) pursuant to customary provisions in any swap
or derivative transactions (including any Swap Agreement), (5) pursuant to customary provisions in leases or licenses of intellectual
property (or in other contracts governing intellectual property rights) and other similar agreements entered into in the ordinary
course of business, (6) pursuant to customary net worth provisions contained in real property leases entered into by Subsidiaries,
so long as the Company has determined in good faith that such net worth provisions would not reasonably be expected to impair the
ability of Company and its Subsidiaries to meet their ongoing obligations or (7) on cash or other deposits imposed by customers
under contracts entered into in the ordinary course of business;


 


(k)       customary
restrictions and conditions contained in the document relating to Liens permitted under this Agreement, so long as (1) such restrictions
or conditions relate only to the specific asset subject to such Lien, and (2) such restrictions and conditions are not created
for the purpose of avoiding the restrictions imposed by this Section 10.8; or


 


(l)       customary
restrictions required by, or arising by operation of law under, applicable law, rule or regulation to the extent contained in a
document relating to the Equity Interests or governance of any Foreign Subsidiary that is not a Foreign Subsidiary Borrower.


 






    	 	39	 



     


    

 


Section 10.9       Financial
Covenants.


 


(a)       Maximum
Leverage Ratio. The Company will not permit the ratio (the “Leverage Ratio”), determined as of the last
day of each of its fiscal quarters ending on and after September 30, 2019, of (i) (x) Consolidated Indebtedness minus (y) the Liquidity
Amount, in each case as of the last day of such fiscal quarter to (ii) Consolidated EBITDA for the period of four (4) consecutive
fiscal quarters ending with the last day of such fiscal quarter, all calculated for the Company and its Subsidiaries on a consolidated
basis, to be greater than 3.50 to 1.00; provided, however, that if at any time following the consummation of a Significant
Acquisition permitted by Section 10.2 occurring after September 30, 2014, upon the written election of the Company delivered in
a compliance certificate pursuant to Section 9.1(c) with respect to the fiscal quarter in which such a Significant Acquisition
is consummated or with respect to either of the two immediately succeeding fiscal quarters (a “Significant Acquisition
Election”), and subject to compliance by the Company with the other terms of this Agreement, the Leverage Ratio permitted
pursuant to this Section 10.9(a) shall be deemed to be set at not greater than 4.00 to 1.00 for the fiscal quarter in which such
Significant Acquisition was consummated and the two immediately succeeding fiscal quarters (such three consecutive fiscal quarter
period, a “Leverage Holiday Period”). The Company shall only be permitted to make two Significant Acquisition
Elections during the term of this Agreement and once the Company makes such a Significant Acquisition Election permitted under
this Section 10.9(a), it shall be in effect for the Leverage Holiday Period and shall not be revocable; provided, that in
the event the Company makes a Significant Acquisition Election, it shall not be permitted to make a second Significant Acquisition
Election until it has maintained a Leverage Ratio of 3.50 to 1.00 or less for four consecutive fiscal quarters following the end
of the initial Leverage Holiday Period. For purposes of calculations under this Section 10.9(a), Consolidated Indebtedness shall
not include 75% of the principal amount of any mandatorily convertible unsecured bonds, debentures, preferred stock or similar
instruments in a principal amount not to exceed $500,000,000 in the aggregate during the term of this Agreement which are payable
in no more than three years (whether by redemption, call option or otherwise) solely in common stock or other common equity interests.


 


For purposes of calculations
under this Section 10.9(a), prior to the consummation of the Bengal Acquisition (or during the period from the Amendment No. 5
Effective Date until the date that is 90 days after the termination of the Bengal Acquisition Agreement), Consolidated Indebtedness
shall not include Specified Senior Notes Indebtedness; provided, that (a) the release of the proceeds of the Specified Senior Note
Indebtedness to the Company and its Subsidiaries is contingent upon the consummation of the Bengal Acquisition and, pending such
release, such proceeds are held in escrow (and, if the Bengal Acquisition Agreement is terminated prior to the consummation of
the Bengal Acquisition or if the Bengal Acquisition is otherwise not consummated by the date specified in the Specified Senior
Notes Indenture, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Company and its Subsidiaries
in respect of the Specified Senior Notes Indebtedness) or (b) the Specified Senior Notes Indenture contains a “special mandatory
redemption” provision (or other similar provision) or otherwise permits the Specified Senior Notes Indebtedness to be redeemed
or prepaid if the Bengal Acquisition is not consummated by the date specified in the Specified Senior Notes Indenture (and if the
Bengal Acquisition Agreement is terminated in accordance with its terms prior to the consummation of the Bengal Acquisition or
the Bengal Acquisition is otherwise not consummated by the date specified in the Specified Senior Notes Indenture, the Specified
Senior Notes Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may
be).


 


As used in this Section
10.9(a),


 


“Acquisition”
means any transaction, or any series of related transactions, by which the Company and/or any of its Subsidiaries acquires all
or substantially all of the issued and outstanding capital stock or equity interests or all or substantially all of the assets
of any Person.


 






    	 	40	 



     


    

 


“Significant
Acquisition” means an Acquisition with an aggregate purchase price equal to or greater than $75,000,000 (including, without
limitation, the Bengal Acquisition).


 


(b)       Minimum
Interest Coverage Ratio. The Company will not permit the ratio (the “Interest Coverage Ratio”), determined
as of the last day of each of its fiscal quarters ending on and after September 30, 2019, of (i) Consolidated EBITDA to (ii) Consolidated
Interest Expense, in each case for the period of four (4) consecutive fiscal quarters ending with the last day of such fiscal quarter,
all calculated for the Company and its Subsidiaries on a consolidated basis, to be less than 3.00 to 1.00.


 


Section 10.10.       Terrorism
Sanctions Regulations.


 


The Company agrees that
it will not and will not permit any Controlled Entity to (a) become a Blocked Person or (b) have any investments in or engage in
any dealings or transactions with any Blocked Person if such investments, dealings or transactions would cause any holder of a
Note to be in violation of any laws or regulations that are applicable to such holder.


 


Section 10.11.       Most
Favored Lender Status.


 


(a)       If
after the date of this Agreement (i) the Company enters into, assumes or otherwise becomes bound or obligated under one or more
new Financial Covenants or Sale of Assets Covenants in the Primary Credit Facility or the Company amends any Financial Covenant
or Sale of Asset Covenant in the Primary Credit Facility to become more restrictive as to the Company or its Subsidiaries than
the Financial Covenants or Sale of Assets Covenant in this Agreement or (ii) any Foreign Subsidiary Borrower enters into, assumes
or otherwise becomes bound or obligated under one or more new Financial Covenants or Sale of Assets Covenants in any Material Foreign
Credit Facility or any Financial Covenant or Sale of Asset Covenant contained in any Material Foreign Credit Facility is amended
to become more restrictive as to the Company or its Subsidiaries than the Financial Covenants or Sale of Assets Covenant in this
Agreement, then, in each case of clause (i) and clause (ii) above, the Company will promptly, and in any event within 10 days thereafter,
notify the holders of the Notes of such new or amended Financial Covenant or Sale of Asset Covenant and the terms of this Agreement
shall, whether or not the Company provides such notice and without any further action on the part of the Company or any of the
holders of the Notes, be deemed to be amended automatically to include each new or amended Financial Covenant or Sale of Asset
Covenant. The Company further covenants to promptly execute and deliver at its expense (including without limitation, the reasonable
fees and expenses of counsel for the holders of the Notes), an amendment to this Agreement to evidence the inclusion of such new
or amended Financial Covenant or Sale of Asset Covenant, provided that the execution and delivery of such amendment shall
not be a precondition to the effectiveness of such amendment as provided for in this Section 10.11(a), but shall merely be for
the convenience of the parties hereto.


 






    	 	41	 



     


    

 


(b)       If
after the time this Agreement is amended pursuant to Section 10.11(a) to include in this Agreement any new or amended Financial
Covenant or Sale of Asset Covenant (an “Incorporated Covenant”), (x) such Incorporated Covenant ceases to be
in effect under or is deleted from the Primary Credit Facility or applicable Material Foreign Credit Facility, as applicable, or
is amended or modified for the purposes of the Primary Credit Facility or applicable Material Foreign Credit Facility, as applicable,
so as to become less restrictive with respect to the Company and its Subsidiaries or (y) the applicable Material Foreign Credit
Facility shall cease to constitute a Material Foreign Credit Facility, then, upon the request of the Company, the holders of the
Notes will amend this Agreement to delete or similarly amend or modify, as the case may be, such Incorporated Covenant as in effect
in this Agreement, provided that (i) no Default or Event of Default shall be in existence immediately before or after such
deletion, amendment or modification, and (ii) if any fees or other remuneration were paid to any lender under the Primary Credit
Facility or applicable Material Foreign Credit Facility, as applicable, with respect to causing such Incorporated Covenant to cease
to be in effect or be deleted or to be so amended or modified, then the Company shall have paid to the holders of the Notes the
same fees or other remuneration on a pro rata basis in proportion to the relative outstanding principal amounts of the Notes and
the principal amount of the Indebtedness outstanding under the Primary Credit Facility or applicable Material Foreign Credit Facility,
as applicable; provided, further, that if the principal amount outstanding or available and committed for borrowing of any
Foreign Credit Facility is increased such that such Foreign Credit Facility shall become a Material Credit Facility, then such
Foreign Credit Facility shall be treated as a new Material Foreign Credit Facility for the purposes of Section 10.11(a)(ii) above.
Notwithstanding the foregoing, no amendment to this Agreement pursuant to this Section 10.11(b) as the result of any Incorporated
Covenant ceasing to be in effect or being deleted, amended or otherwise modified shall cause any Financial Covenant or Sale of
Assets Covenant in this Agreement to be less restrictive as to the Company or its Subsidiaries than such Financial Covenant or
Sale of Assets Covenant as contained in this Agreement as in effect on the date hereof, and as amended other than as the result
of the application of Section 10.11(a) originally caused by such Incorporated Covenant.


 


		11.	EVENTS OF DEFAULT.



 


An “Event of
Default” shall exist if any of the following conditions or events shall occur:


 


(a)       the
Company shall fail to pay any principal of or any Make-Whole Amount due with respect to any Note, in each case when and as the
same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;


 


(b)       the
Company shall fail to pay any interest on any Note, any Excess Leverage Fee or any other fee or any other amount (other than an
amount referred to in clause (a) of this Section 11) payable under this Agreement, the Notes or any other Transaction Document,
when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five (5) Business
Days;


 


(c)       any
representation or warranty made or deemed made by or on behalf of any Subsidiary in this Agreement, the Notes, or any other Transaction
Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate, financial
statement or other document furnished pursuant to or in connection with this Agreement, the Notes, or any other Transaction Document
or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when
made or deemed made;


 






    	 	42	 



     


    

 


(d)       the
Company shall fail to observe or perform any covenant, condition or agreement contained in Section 9.2, 9.3 (with respect to the
Company’s existence), or 9.8, in Section 10;


 


(e)       the
Company or any other Transaction Party, as applicable, shall fail to observe or perform any covenant, condition or agreement contained
in this Agreement (other than those specified in clause (a), (b) or (d) of this Article), the Notes, or any other Transaction Document,
and such failure shall continue unremedied for a period of thirty (30) days after notice thereof from Prudential or any holder
of Notes to the Company;


 


(f)       the
Company or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect
of any Material Indebtedness, when and as the same shall become due and payable, which is not cured within any applicable grace
period therefor;


 


(g)       any
event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables
or permits, after the expiration of any applicable grace period, and delivery of any applicable required notice, provided in the
applicable agreement or instrument under which such Indebtedness was created, the holder or holders of such Material Indebtedness
or any trustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply
to (i) secured Material Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing
such Indebtedness, (ii) any Material Indebtedness that becomes due as a result of a refinancing thereof permitted by Section 10.1,
(iii) any reimbursement obligation in respect of a letter of credit as a result of a drawing thereunder by a beneficiary thereunder
in accordance with its terms, (iv) any such Material Indebtedness that is mandatorily prepayable prior to the scheduled maturity
thereof with the proceeds of the issuance of capital stock, the incurrence of other Indebtedness or the sale or other disposition
of any assets, so long as such Material Indebtedness that has become due is so prepaid in full with such net proceeds required
to be used to prepay such Material Indebtedness when due (or within any applicable grace period) and such event shall not have
otherwise resulted in an event of default with respect to such Material Indebtedness, (v) any redemption, conversion or settlement
of any such Material Indebtedness that is convertible into Equity Interests (and cash in lieu of fractional shares) and/or cash
(in lieu of such Equity Interests in an amount determined by reference to the price of the common stock of the Company at the time
of such conversion or settlement) in the Company pursuant to its terms unless such redemption, conversion or settlement results
from a default thereunder or an event of a type that constitutes an Event of Default and (vi) prepayments required by the terms
of Indebtedness as a result of customary provisions in respect of illegality, replacement of lenders and gross-up provisions for
taxes, increased costs, capital adequacy and other similar customary requirements and (vii) any voluntary prepayment, redemption
or other satisfaction of Indebtedness that becomes mandatory in accordance with the terms of such Indebtedness solely as the result
of the Company or any Subsidiary delivering a prepayment, redemption or similar notice with respect to such prepayment, redemption
or other satisfaction;


 






    	 	43	 



     


    

 


(h)       an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or
other relief in respect of the Company or any Material Subsidiary or its debts, or of a substantial part of its assets, under any
Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect (including, without limitation,
any applicable provisions or any corporations legislation) or (ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Company or any Material Subsidiary or for a substantial part of its assets, and, in any
such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering
any of the foregoing shall be entered;


 


(i)       the
Company or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization
or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect
(including, without limitation, any applicable provisions or any corporations legislation), (ii) consent to the institution of,
or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii)
apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the
Company or any Material Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations
of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take
any action for the purpose of effecting any of the foregoing;


 


(j)       the
Company or any Material Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they
become due;


 


(k)       judgments
or orders for the payment of money in excess of $75,000,000 in the aggregate (net of any amounts that are covered by a valid and
binding policy of insurance between the defendant and the insurer covering payment thereof and as to which such insurer, which
shall be rated at least “A” by A.M. Best Company, has been notified of, and has not disputed the claim made for payment
of, the amount of such judgment or order) shall be rendered against the Company or any of its Subsidiaries and remain undischarged
or unpaid and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii)
there shall be any period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending
appeal or otherwise, shall not be in effect;


 


(l)       an
ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected
to result in a Material Adverse Effect;


 


(m)       a
Change in Control shall occur; or


 






    	 	44	 



     


    

 


(n)       any
material provision of any Guaranty Agreement for any reason (other than the release of any Guarantor permitted under this Agreement)
ceases to be valid, binding and enforceable in accordance with its terms (or any Guarantor shall challenge the enforceability of
the Guaranty Agreement to which it is a party or shall assert in writing, or engage in any action or inaction based on any such
assertion, that any provision of the Guaranty Agreement to which it is a party has ceased to be or otherwise is not valid, binding
and enforceable in accordance with its terms).


 


		12.	REMEDIES ON DEFAULT, ETC.



 


Section 12.1.       Acceleration.


 


(a)       If
an Event of Default with respect to the Company described in Section 11(h) or (i) has occurred, all the Notes then outstanding
shall automatically become immediately due and payable.


 


(b)       If
any other Event of Default has occurred and is continuing, the Required Holders may at any time at their option, by notice or notices
to the Company, declare all the Notes then outstanding to be immediately due and payable.


 


(c)       If
any Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of Notes at the
time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company,
declare all the Notes held by it or them to be immediately due and payable.


 


Upon any Notes becoming
due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the
entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, without limitation,
interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to
the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment,
demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that
each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein
specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes
are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such
right under such circumstances.


 


Section 12.2.       Other
Remedies.


 


If any Default or Event
of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately
due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights
of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any
agreement contained herein or in any Note or any other Transaction Document, or for an injunction against a violation of any of
the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.


 






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Section 12.3.       Rescission.


 


At any time after any
Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders, by written notice to the Company,
may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on such Notes,
all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such
declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable
law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have
paid any amounts that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than
non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant
to Section 18, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes.
No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair
any right consequent thereon.


 


Section 12.4.       No
Waivers or Election of Remedies, Expenses, Etc.


 


No course of dealing
and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or
otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement, by any
Note or by any other Transaction Document upon any holder thereof shall be exclusive of any other right, power or remedy referred
to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations
of the Company under Section 16, the Company agrees to pay to the holder of each Note on demand such further amount as shall be
sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including,
without limitation, reasonable attorneys’ fees, expenses and disbursements.


 


		13.	[RESERVED]



 


		14.	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.



 


Section 14.1.       Registration
of Notes.


 


The Company shall keep
at its principal executive office a register for the registration and registration of transfers of Notes. The name and address
of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall
be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall
be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be
affected by any notice or knowledge to the contrary. The Company agrees that it shall give to any holder of a Note that is an Institutional
Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.


 






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Section 14.2.       Transfer
and Exchange of Notes.


 


Upon surrender of any
Note to the Company, at the address and to the attention of the designated officer (all as specified in Section 19) for registration
of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer
duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied
by the relevant name, address and other details for notices of each transferee of such Note or part thereof) within ten Business
Days thereafter the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new
Notes (as requested by the holder thereof) of the same Series as such surrendered Note in exchange therefor, in an aggregate principal
amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such
holder may request and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from
the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest
shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge
imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, in the
case of Notes denominated in Dollars, €100,000, in the case of Notes denominated in Euros, ₤100,000, in the case of
Notes denominated in British Pounds, C$100,000, in the case of Notes denominated in Canadian Dollars, or FR100,000, in the case
of Notes denominated in Swiss Francs, provided that if necessary to enable the registration of transfer by a holder of its
entire holding of Notes, one Note may be in a denomination of less than the foregoing applicable minimum amount. Any transferee,
by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation
set forth in Section 6.2.


 


Section 14.3.       Replacement
of Notes.


 


Upon receipt by the Company,
at the address and to the attention of the designated officer (all as specified in Section 19(iii)) of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in
the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction
or mutilation), and


 


(a)       in
the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such
Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $250,000,000
or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory),
or


 


(b)       in
the case of mutilation, upon surrender and cancellation thereof,


 


within ten Business Days thereafter the
Company at its own expense shall execute and deliver, in lieu thereof, a new Note of the same Series as such lost, stolen, destroyed
or mutilated Note, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed
or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.


 






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		15.	PAYMENTS ON NOTES.



 


Section 15.1.       Place
of Payment.


 


Subject to Section 15.2,
payments of principal, Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in (a) with
respect to Notes denominated in Dollars, New York, New York, at the principal office of JPMorgan Chase Bank, N.A. in such jurisdiction,
(b) with respect to Notes denominated in Euros, London, England, at the principal office of JPMorgan Chase Bank, N.A. in such jurisdiction,
(c) with respect to Notes denominated in British Pounds, London, England, at the principal office of JPMorgan Chase Bank, N.A.
in such jurisdiction, (d) with respect to Notes denominated in Canadian Dollars, Toronto, Ontario at the principal office of JPMorgan
Chase Bank, N.A. in such jurisdiction, and (e) with respect to Notes denominated in Swiss Francs, London, England at the principal
office of JPMorgan Chase Bank, N.A. in such jurisdiction. The Company may at any time, by notice to each holder of a Note to be
paid, change the place of payment of such Notes so long as such place of payment shall be either the principal office of the Company
or any of its Subsidiaries in the applicable jurisdiction specified above or the principal office of a bank or trust company in
such jurisdiction.


 


Section 15.2.       Home
Office Payment.


 


So long as any Purchaser
or its nominee shall be the holder of any Note, and notwithstanding anything contained in Section 15.1 or in such Note to
the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, and interest and
all other amounts by the method and at the address specified in such Purchaser’s Confirmation of Acceptance, or by such other
method or at such other address as such Purchaser shall have from time to time specified to the Company in writing for such purpose,
without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the
Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender
such Note for cancellation, reasonably promptly after any such request, to the Company, at the Company’s principal executive
office or at the place of payment most recently designated by the Company pursuant to Section 15.1. Prior to any sale or other
disposition of any Note held by a Purchaser or its nominee, such Purchaser will, at its election, either endorse thereon the amount
of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange
for a new Note or Notes pursuant to Section 14.2. The Company will afford the benefits of this Section 15.2 to any Institutional
Investor that is the direct or indirect transferee of any Note purchased by a Purchaser under this Agreement and that has made
the same agreement relating to such Note as the Purchasers have made in this Section 15.2.


 






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		16.	EXPENSES, ETC.



 


Section 16.1       Transaction
Expenses.


 


Whether or not the transactions
contemplated hereby are consummated, the Company agrees to pay (a) all reasonable attorneys’ fees of special counsel (one
acting on behalf of all the Purchasers and the holders of the Notes unless there is a conflict preventing one counsel from representing
all the Purchasers and such holders) and, if reasonably required by the Required Holders, local counsel for each applicable jurisdiction
(one for each applicable jurisdiction acting on behalf of all Purchasers and the holders of the Notes unless there is a conflict
preventing one counsel from representing all the Purchasers and such holders ) incurred by the Purchasers and each other holder
of a Note in connection with the transactions described in clauses (b)(i) through (v) below and (b) (i) the other reasonable costs
and expenses in connection with the preparation, negotiation, execution and delivery of this Agreement, the Notes and the other
Transaction Documents and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated); (ii) if a Default or an Event of Default occurs, the other costs and expenses
incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes
or any other Transaction Document; (iii) the other costs and expenses incurred in connection with in responding to any subpoena
or other legal process or informal investigative demand issued (A) in connection with this Agreement, the Notes or any other Transaction
Documents, or (B) by reason of being a holder of any Note; (iv) the costs and expenses, including financial advisors fees, incurred
in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring
of the transactions contemplated hereby and by the Notes; and (v) the other costs and expenses incurred in connection with the
initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs
and expenses under this clause (v) shall not exceed $500 for the initial Series of Notes and $500 for each additional Series of
Notes. The Company agrees to pay, and to save each Purchaser and each other holder of a Note harmless from, all claims in respect
of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder
in connection with its purchase of the Notes).


 


Section 16.2.       Survival.


 


The obligations of the
Company under this Section 16 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision
of this Agreement, the Notes or any other Transaction Document, and the termination of this Agreement or any other Transaction
Document.


 


		17.	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE
AGREEMENT.



 


All representations and
warranties contained herein shall survive the execution and delivery of this Agreement, the Notes and the other Transaction Documents,
the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may
be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser
or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of any
Transaction Party pursuant to this Agreement shall be deemed representations and warranties of such Transaction Party under this
Agreement. Subject to the preceding sentence, this Agreement, the Notes and the other Transaction Documents embody the entire agreement
and understanding between each Purchaser and the Transaction Parties and supersede all prior agreements and understandings relating
to the subject matter hereof.


 






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		18.	AMENDMENT AND WAIVER.



 


Section 18.1.       Requirements.


 


This Agreement, the Notes
and the other Transaction Documents may be amended, and the observance of any term hereof or of the Notes or the other Transaction
Documents may be waived (either retroactively or prospectively), with the written consent of the Company and the Required Holders,
except that (a) no amendment or waiver of any of the provisions of Section 3, 4, 5, 6 or 22, or any defined term (as it is used
in such section), will be effective as to any Purchaser unless consented to by such Purchaser in writing, (b) (i) with the written
consent of Prudential (and without the consent of any other holder of Notes), the provisions of Section 1 or 2.1 may be amended
or waived (except insofar as any such amendment or waiver would affect any rights or obligations with respect to the purchase and
sale of Notes which shall have become Accepted Notes prior to such amendment or waiver), and (ii) with the written consent of all
of the Purchasers which shall have become obligated to purchase Accepted Notes of any Series (and not without the written consent
of all such Purchasers), any of the provisions of Sections 2.1 and 4 may be amended or waived insofar as such amendment or waiver
would affect only rights or obligations with respect to the purchase and sale of the Accepted Notes of such Series or the terms
and provisions of such Accepted Notes and (c) no such amendment or waiver may, without the written consent of the holder of each
Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission,
change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method
of computation of interest or of the Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the
Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend Section 8, 11(a), 11(b), 12,
18, 21 or 23.11.


 


Section 18.2.       Solicitation
of Holders of Notes.


 


(a)       Solicitation.
The Company will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information,
sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision
with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes, unless such
proposed amendment, waiver or consent relates only to a specific Series of Accepted Notes which have not yet been purchased, in
which case such information will only be required to be delivered to the Purchasers which shall have become obligated to purchase
Accepted Notes of such Series. The Company will deliver executed or true and correct copies of each amendment, waiver or consent
effected pursuant to the provisions of this Section 18 to each holder of outstanding Notes promptly following the date on which
it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.


 


(b)       Payment.
The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional
interest, fee or otherwise, or grant any security or provide other credit support, to any holder of Notes as consideration for
or as an inducement to the entering into by any holder of Notes of any waiver or amendment of any of the terms and provisions hereof
or of any Note or any other Transaction Document unless such remuneration is concurrently paid, or security is concurrently granted
or other credit support concurrently provided, on the same terms, ratably to each holder of Notes then outstanding even if such
holder did not consent to such waiver or amendment.


 






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Section 18.3.       Binding
Effect, Etc.


 


Any amendment or waiver
consented to as provided in this Section 18 applies equally to all holders of Notes and is binding upon them and upon each future
holder of any Note and upon the Transaction Parties without regard to whether such Note has been marked to indicate such amendment
or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default
not expressly amended or waived or impair any right consequent thereon. No course of dealing between any Transaction Party and
the holder of any Note nor any delay in exercising any rights hereunder or under any Note or any other Transaction Document shall
operate as a waiver of any rights of any holder of such Note. As used herein, the term “this Agreement” and references
thereto shall mean this Agreement as it may from time to time be amended or supplemented.


 


Section 18.4.       Notes
Held by the Company, Etc.


 


Solely for the purpose
of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved
or consented to any amendment, waiver or consent to be given under this Agreement, the Notes or any other Transaction Document,
or have directed the taking of any action provided herein or in the Notes or any other Transaction Document to be taken upon the
direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly
or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.


 


		19.	NOTICES; ENGLISH LANGUAGE.



 


All notices and communications
provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such
notice by an overnight commercial delivery service (charges prepaid), or (b) by a recognized overnight delivery service (with charges
prepaid). Any such notice must be sent:


 


(i)       if
to Prudential, to Prudential at the address specified for such communications in Schedule A, or at such other address as Prudential
shall have specified to the Company in writing,


 


(ii)       if
to a Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications by such Purchaser
in its Confirmation of Acceptance, or at such other address as such Purchaser or nominee shall have specified to the Company in
writing,


 


(iii)       if
to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing,
or


 






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(iv)       if
to the Company, at the Company’s address set forth at the beginning hereof to the attention of the Treasurer, or at such
other address as the Company shall have specified to the holder of each Note in writing.


 


Notices under this Section 19 will be deemed
given only when actually received.


 


Each document, instrument,
financial statement, report, notice or other communication delivered in connection with this Agreement shall be in English or accompanied
by an English translation thereof.


 


This Agreement, the Notes
and the other Transaction Documents have been prepared and signed in English and the parties hereto agree that the English version
hereof and thereof (to the maximum extent permitted by applicable law) shall be the only version valid for the purpose of the interpretation
and construction hereof and thereof notwithstanding the preparation of any translation into another language hereof or thereof,
whether official or otherwise or whether prepared in relation to any proceedings which may be brought in any jurisdiction in respect
hereof or thereof.


 


Notwithstanding anything
to the contrary in this Section 19, any communication pursuant to Section 2.1 shall be made by the method specified for such communication
in Section 2.1, and shall be effective to create any rights or obligations under this Agreement only if, in the case of a telephone
communication, an Authorized Officer of the party conveying the information and of the party receiving the information are parties
to the telephone call, and in the case of a telecopier communication, the communication is signed by an Authorized Officer of the
party conveying the information, addressed to the attention of an Authorized Officer of the party receiving the information, and
in fact received at the telecopier terminal the number of which is listed for the party receiving the communication in the Information
Schedule or at such other telecopier terminal as the party receiving the information shall have specified in writing to the party
sending such information. In the case of holders of Notes which have the same address for delivery of notices and other communications,
the Company shall not be required to deliver more than one copy of any notice or other communication to such holders.


 


		20.	REPRODUCTION OF DOCUMENTS.



 


This Agreement and all
documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed,
(b) documents received by any Purchaser at any Closing (except the Notes themselves), and (c) financial statements, certificates
and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic,
photostatic, electronic, digital or other similar process and such Purchaser may destroy any original document so reproduced. The
Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence
as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or
not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction
of such reproduction shall likewise be admissible in evidence. This Section 20 shall not prohibit the Company or any other holder
of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence
to demonstrate the inaccuracy of any such reproduction.


 






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		21.	CONFIDENTIAL INFORMATION.



 


For the purposes of this
Section 21, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company
or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary
in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential
information of the Company or such Subsidiary, provided that such term does not include information that (a) was publicly
known or otherwise known to such Purchaser prior to the time of such disclosure (otherwise than (to such Purchaser’s knowledge)
by reason of any breach of these provisions), (b) subsequently becomes publicly known through no act or omission by such Purchaser
(including any breach of these provisions by such Purchaser) or any person acting on such Purchaser’s behalf, (c) otherwise
becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary and other than (to such Purchaser’s
knowledge) by reason of any breach of these provisions or (d) constitutes financial statements delivered to such Purchaser under
Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information
in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered
to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors,
trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration
of the investment represented by its Notes), provided that any such directors, trustees, officers, employees, agents, attorneys
and affiliates will be notified of the confidentiality requirements set forth in this Section 21, (ii) its financial advisors and
other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms
of this Section 21, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such
Note or any part thereof or any participation therein (if such Person (x) has executed an Agreement Regarding Confidentially substantially
in the form of Exhibit 21 attached hereto prior to its receipt of such Confidential Information, a copy of which will be provided
to the Company promptly after the execution thereof by all parties thereto, and (y) is not a Competitor), (v) any Person from which
it offers to purchase any security of the Company in a private transaction (if such Person (x) has executed an Agreement Regarding
Confidentially substantially in the form of Exhibit 21 attached hereto prior to its receipt of such Confidential Information, a
copy of which will be provided to the Company promptly after the execution thereof by all parties thereto, and (y) is not a Competitor),
(vi) federal or state regulatory authority having jurisdiction over such Purchaser to the extent delivery is required or requested
by such regulatory authority, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized
rating agency that requires access to information about such Purchaser’s investment portfolio, (viii) upon notice to the
Company prior to the disclosure thereof, to the extent practicable and not prohibited by applicable law, rule or regulation, any
other Person to which such delivery or disclosure may be necessary to effect compliance with any law, rule, regulation or order
applicable to such Purchaser, or in response to any subpoena or other legal process, or (ix)(y) upon notice to the Company, to
the extent practicable and not prohibited by applicable law, rule or regulation, in connection with any litigation to which such
Purchaser is a party, to the extent such Purchaser may reasonably determine such delivery or disclosure to be necessary or appropriate
in connection with such litigation, or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser
may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of
the rights and remedies under such Purchaser’s Notes, this Agreement or any other Transaction Document. Each holder of a
Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section
21 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder
of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a
holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the
provisions of this Section 21.


 






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In the event that as
a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions
contemplated by or otherwise pursuant to this Agreement or any other Transaction Document, any Purchaser is required to agree to
a confidentiality undertaking (whether through Intralinks or otherwise) which is different from the terms of this Section 21, the
terms of this Section 21 shall, as between such Purchaser and the Company, supersede the terms of any such other confidentiality
undertaking.


 


		22.	SUBSTITUTION OF PURCHASER.



 


Each Purchaser shall
have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder,
by written notice to the Company, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s
agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of
the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other
than in this Section 22), shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such
Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser all of
the Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, any reference to such Affiliate
as a “Purchaser” in this Agreement (other than in this Section 22), shall no longer be deemed to refer to such Affiliate,
but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of
the Notes under this Agreement.


 


		23.	MISCELLANEOUS.



 


Section 23.1.       Successors
and Assigns.


 


All covenants and other
agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective
successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not.


 


Section 23.2.       Payments
Due on Non-Business Days.


 


Anything in this Agreement
or the Notes to the contrary notwithstanding (but without limiting the requirement in Section 8.5 that notice of any optional prepayment
specify a Business Day as the date fixed for such prepayment), any payment of principal of or Make-Whole Amount or interest on
any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the
additional days elapsed in the computation of the interest payable on such next succeeding Business Day; provided that if
the maturity date or any scheduled principal repayment date, of any Note is a date other than a Business Day, the payment otherwise
due on such maturity date or scheduled principal repayment date shall be made on the next succeeding Business Day and shall include
the additional days elapsed in the computation of interest payable on such next succeeding Business Day.


 






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Section 23.3.       Accounting
Terms.


 


All accounting terms
used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP.
Except as otherwise specifically provided herein, all computations made pursuant to this Agreement shall be made in accordance
with GAAP, and all financial statements shall be prepared in accordance with GAAP. Notwithstanding the foregoing, if the Company
notifies Prudential and the holders of the Notes that the Company requests an amendment to any provision hereof to eliminate the
effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or
if Prudential or the Required Holders notify the Company that it or they request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then
such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become
effective until such notice shall have been withdrawn or such provision amended in accordance herewith.


 


Notwithstanding anything
to the contrary herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations
of amounts and ratios referred to herein shall be made, (x) without giving effect to any election by the Company or any Subsidiary
to measure any portion of a financial liability at fair value (as permitted by Accounting Standards Codification 825-10-25, formerly
known as statement of Financial Accounting Standards No. 159, or any similar accounting standard) and such determination shall
be made as if such election had not been made and (y) without giving effect to any treatment of Indebtedness in respect of convertible
debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting
Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein,
and such Indebtedness shall at all times be valued at the full stated principal amount thereof, net of discounts and premiums and
(ii) any obligations relating to a lease that was accounted for by such Person as an operating lease as of the date of this Agreement
and any similar lease entered into after the date of this Agreement by such Person shall be accounted for as obligations relating
to an operating lease and not as obligations relating to a capital lease; provided however, that the Company may elect,
with notice to Prudential and the holders of the Notes, to treat operating leases as capital leases in accordance with GAAP as
in effect from time to time and, upon such election, and upon any subsequent change to GAAP therefor, the parties will enter into
negotiations in good faith in an effort to preserve the original intent of the financial covenants set forth herein (it being understood
and agreed that the treatment of operating leases be interpreted on the basis of GAAP as in effect on the date of this Agreement
until such election shall have been withdrawn or such provision amended in accordance herewith).


 






    	 	55	 



     


    

 


All pro forma computations
required to be made hereunder giving effect to any acquisition or disposition, or issuance,
incurrence, assumption or repayment of Indebtedness, or other transaction shall in each case be calculated giving pro forma effect
thereto (and, in the case of any pro forma computation made hereunder to determine whether such acquisition or disposition, or
issuance, incurrence, assumption or repayment of Indebtedness, or other transaction is permitted to be consummated hereunder, to
any other such transaction consummated since the first day of the period covered by any component of such pro forma computation
and on or prior to the date of such computation) as if such transaction had occurred on the first day of the period of four consecutive
fiscal quarters ending with the most recent fiscal quarter for which financial statements shall have been delivered pursuant to
Section 9.1(a) or 9.1(b) (or, prior to the delivery of any such financial statements, ending with the last fiscal quarter included
in the financial statements referred to in Section 5.5), and, to the extent applicable, to the historical earnings and cash flows
associated with the assets acquired or disposed of (but without giving effect to any synergies or cost savings unless permitted
by Article 11 of Regulation S-X) and any related incurrence or reduction of Indebtedness, all in accordance with Article 11 of
Regulation S-X under the Securities Act. If any Indebtedness bears a floating rate of interest and is being given pro forma effect,
the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable
rate for the entire period (taking into account any Swap Agreement pertaining to interest rates applicable to such Indebtedness).


 


Section 23.4.       Divisions.


 


For all purposes under
the Transaction Documents, in connection with any division or plan of division under Delaware law (or any comparable event under
a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right,
obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the
subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired
on the first date of its existence by the holders of its equity interests at such time.


 


Section 23.5.       Certain
Calculations.


 


No Default or Event of
Default shall arise as a result of any limitation or threshold set forth in Dollars in ‎Sections 9 and 10 under this Agreement
being exceeded solely as a result of changes in currency exchange rates from those rates applicable on the last day of the fiscal
quarter of the Company immediately preceding the fiscal quarter of the Company in which the applicable transaction or occurrence
requiring a determination occurs.


 


Section 23.6.       Severability.


 


Any provision of this
Agreement that is 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 (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other
jurisdiction.


 






    	 	56	 



     


    

 


Section 23.7.       Construction,
Etc.


 


Each covenant contained
herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein,
so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with
any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from
taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.


 


For the avoidance of
doubt, all Schedules and Exhibits attached to this Agreement shall be deemed to be a part hereof.


 


Section 23.8.       Counterparts.


 


This Agreement may be
executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument.
Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties
hereto.


 


Section 23.9.       Governing
Law.


 


This Agreement shall
be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York
excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other
than such State.


 


Section 23.10.     Jurisdiction
and Process; Waiver of Jury Trial.


 


(a)       The
Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of
Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes.
To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as
a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any
such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.


 


(b)       The
Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the
nature referred to in Section 23.10(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal,
as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts
to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.


 






    	 	57	 



     


    

 


(c)       The
Company consents to process being served by or on behalf of any holder of a Note in any suit, action or proceeding of the nature
referred to in Section 23.10(a) by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested
to the address of the Company specified in Section 19. The Company agrees that such service upon receipt (i) shall be deemed in
every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent
permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder
shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any
reputable commercial delivery service.


 


(d)       Nothing
in this Section 23.10 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit
any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate
jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.


 


(e)       THE
PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT
EXECUTED IN CONNECTION HEREWITH OR THEREWITH.


 


Section 23.11.     Obligation
to Make Payment in the Applicable Currency.


 


Any payment on account
of an amount that is payable hereunder or under the Notes in the Applicable Currency which is made to or for the account of any
holder of Notes in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization
of any security or the liquidation of any Transaction Party, shall constitute a discharge of the obligation of such Transaction
Party under this Agreement, the Notes or any other Transaction Party only to the extent of the amount of the Applicable Currency
which such holder could purchase in the foreign exchange markets in London, England, with the amount of such other currency in
accordance with normal banking procedures at the rate of exchange prevailing on the London Banking Day following receipt of the
payment first referred to above. If the amount of the Applicable Currency that could be so purchased is less than the amount of
the Applicable Currency originally due to such holder, the Company agrees to the fullest extent permitted by law, to indemnify
and save harmless such holder from and against all loss or damage arising out of or as a result of such deficiency. This indemnity
shall, to the fullest extent permitted by law, constitute an obligation separate and independent from the other obligations contained
in this Agreement, the Notes or any other Transaction Document, shall give rise to a separate and independent cause of action,
shall apply irrespective of any indulgence granted by such holder from time to time and shall continue in full force and effect
notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under the Notes or under any
judgment or order. As used herein the term “London Banking Day” shall mean any day other than Saturday or Sunday or
a day on which commercial banks are required or authorized by law to be closed in London, England.


 






    	 	58	 



     


    

 


Section 23.12.     Determinations
Involving Different Currencies.


 


In the event of any determination
of the requisite percentage or the principal amount of any Notes of more than one currency, all Notes which are issued in a currency
other than Dollars shall, for purposes of determining any such percentage or requisite principal amount, be deemed to have been
converted into Dollars at the time that such determination is made at the exchange rate published in the Financial Times one Business
Day prior to the date of determination.


 


Section 23.13.     Transaction
References.


 


The Company agrees that
Prudential Capital Group may (a) refer to its role in establishing the Facility, as well as the identity of the Company and the
maximum aggregate principal amount of the Notes and the date on which the Facility was established, on its internet site or in
marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and
(b) display the Company’s corporate logo in conjunction with any such reference.


 


* * * * *


 






    	 	59	 



     


    

 


If you are in agreement
with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon
this Agreement shall become a binding agreement between you and the Company.


 


	 	Very truly yours,
	 	 
	 	 
	 	Hillenbrand, Inc.
	 	 
	 	 
	 	By:  	                                   
	 	 	[Title]




 






    	 	60	 



     


    

 


	This Agreement is hereby accepted and agreed to as of the date thereof.	 
	 	 
	 	 
	PGIM, INC.	 
	 	 
	 	 
	By:  	                                    	 
	 	Vice President	 




 






    	 	61	 



     


    

 


PURCHASER SCHEDULE


 


PGIM, INC.


 


		(1)	All payments to Prudential shall be made by wire transfer of immediately available funds for credit
to:



 


JPMorgan Chase Bank

New York, New York

ABA No.: 021-000-021

Account No.: 304232491

Account Name: PIM Inc. - PCG


 


		(2)	Address for all notices relating to payments:



 


PGIM, Inc.

c/o The Prudential Insurance Company of America

Investment Operations Group

Gateway Center Two, 10th Floor

100 Mulberry Street

Newark, New Jersey 07102-4077



Attention: Manager


 


		(3)	Address for all other communications and notices:



 


PGIM, Inc.

c/o Prudential Capital Group

Two Prudential Plaza, Suite 5600

Chicago, Illinois 60601



Attention: Managing Director


 


		(4)	Recipient of telephonic prepayment notices:



 


Manager, Trade Management Group

Telephone: (973) 367-3141

Facsimile: (800) 224-2278


 


		(5)	Tax Identification No.: 22-2540245



 








    	 	1	 



     


    

 





INFORMATION
SCHEDULE


 


Authorized
Officers for Prudential


 


	P. Scott von Fischer

    Managing Director

    Prudential Capital Group

    Two Prudential Plaza

    Suite 5600

    Chicago, Illinois  60601

    

    Telephone:  (312) 540-4225

    Facsimile:    (312) 540-4222	Marie L. Fioramonti

    Managing Director

    Prudential Capital Group

    Two Prudential Plaza

    Suite 5600

    Chicago, Illinois  60601

    

    Telephone:  (312) 540-4233

    Facsimile:    (312) 540-4222
	 	 
	Paul G. Price

    Managing Director

    Central Credit

    Prudential Capital Group

    Four Gateway Center

    100 Mulberry Street

    Newark, New Jersey 07102

    

    Telephone:  (973) 802-9819

    Facsimile:    (973) 802-2333	William S. Engelking

    Managing Director

    Prudential Capital Group

    Two Prudential Plaza

    Suite 5600

    Chicago, Illinois  60601

    

    Telephone:  (312) 540-4214

    Facsimile:    (312) 540-4222
	 	 
	Joshua Shipley

    Vice President

    Prudential Capital Group

    Two Prudential Plaza

    Suite 5600

    Chicago, Illinois  60601

    

    Telephone:  (312) 540-4220

    Facsimile:    (312) 540-4222	Dianna Carr

    Senior Vice President

    Prudential Capital Group

    Two Prudential Plaza

    Suite 5600

    Chicago, Illinois  60601

    

    Telephone:  (312) 540-4224

    Facsimile:    (312) 540-4222
	 	 
	Tan Vu

    Senior Vice President

    Prudential Capital Group

    Two Prudential Plaza

    Suite 5600

    Chicago, Illinois  60601

    

    Telephone:  (312) 540-5437

    Facsimile:    (312) 540-4222	James J. McCrane

    Vice President

    Prudential Capital Group

    4 Gateway Center

    Newark, New Jersey 07102-4062

    

    Telephone:  (973) 802-4222

    Facsimile:    (973) 624-6432



 






    	 	1	 



     


    

 


	Charles J. Senner

    Director

    Prudential Capital Group

    4 Gateway Center

    Newark, New Jersey 07102-4062

    

    Telephone:  (973) 802-6660

    Facsimile:    (973) 624-6432	Anthony Coletta

    Senior Vice President

    Prudential Capital Group

    Two Prudential Plaza

    Suite 5600

    Chicago, Illinois  60601

    

    Telephone:  (312) 540-4226

    Facsimile:    (312) 540-4222
	 	 
	David Quackenbush

    Vice President

    Prudential Capital Group

    Two Prudential Plaza

    Suite 5600

    Chicago, Illinois  60601

    

    Telephone:  (312) 540-4228

    Facsimile:    (312) 540-4222	 



 


AUTHORIZED OFFICERS FOR THE COMPANY




 


	Ted Haddad

Vice President and Treasurer

Hillenbrand, Inc.

One Batesville Boulevard

Batesville, IN 47006



Ph:  812-934-7251

Fax: 812-931-5209	Cynthia L. Lucchese

Chief Financial Officer

Hillenbrand, Inc.

One Batesville Boulevard

Batesville, IN 47006



Ph:  812-931-5054

Fax: 812-931-5190
	 	 
	
        John Zerkle

        Senior Vice President,

        General Counsel and

        Secretary

        One Batesville Boulevard

        Batesville, IN 47006

         

        Ph. 812-931-3832

        Fax: 812-931-1344
	 



 






    	 	2	 



     


    

 


SCHEDULE B


 


DEFINED TERMS


 


As used herein, the following
terms have the respective meanings set forth below or set forth in the Section hereof following such term:


 


“Acceptance”
is defined in Section 2.1(e).


 


“Acceptance
Day” is defined in Section 2.1(e).


 


“Acceptance
Window” means, with respect to any Quotation, the time period designated by Prudential during which the Company may elect
to accept such Quotation. If no such time period is designated by Prudential with respect to any such Quotation, then the Acceptance
Window for such Quotation will be 2 minutes after the time Prudential shall have provided such Quotation.


 


“Accepted Note”
is defined in Section 2.1(e).


 


“Acquisition”
is defined in Section 10.9(a).


 


“Affiliate”
means, at any time, (a) with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the Person specified and (b) with respect to Prudential, shall include
any managed account, investment fund or other vehicle for which Prudential or any Prudential Affiliate acts as investment advisor
or portfolio manager. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference
to an Affiliate of the Company.


 


“Airport Access
and Use Agreement” means that certain Airport Access and Use Agreement dated on or about March 21, 2008 by and between
Hill-Rom Company, Inc. (“Hill-Rom”), an Indiana corporation, and Batesville Services, Inc. (“Batesville Services”),
an Indiana corporation.


 


“Amendment No.
4” means that certain Amendment No. 4 to Private Shelf Agreement dated as of December 8, 2017.


 


“Amendment No.
4 Effective Date” means the “Effective Date” as defined in Amendment No. 4.


 


“Amendment No.
5” means that certain Amendment No. 5 to Private Shelf Agreement dated as of September 4, 2019.


 


“Amendment No.
5 Effective Date” means the “Effective Date” as defined in Amendment No. 5.


 


“Anti-Money
Laundering Laws” is defined in Section 5.16(c).


 






    	 	B-1	 



     


    

 


“Applicable
Currency” means (i) with respect to any Notes denominated in Dollars, Dollars, (ii) with respect to any Notes denominated
in Euros, Euros, (iii) with respect to any Notes denominated in British Pounds, British Pounds, (iv) with respect to any Notes
denominated in Canadian Dollars, Canadian Dollars, and (v) with respect to any Notes denominated in Swiss Francs, Swiss Francs.


 


“Applicable
Quarter” is defined in Section 9.10.


 


“Attributable
Indebtedness” means, on any date, in respect of any capital lease of any Person, the capitalized amount thereof that
would appear on the balance sheet of such Person prepared as of such date in accordance with GAAP.


 


“Authorized
Officer” means (i) in the case of the Company, its chief executive officer, its chief financial officer, any other Person
authorized to act on behalf of the Company and designated as an “Authorized Officer” in the Information Schedule attached
hereto or any other Person authorized by the Company to act on behalf of the Company and designated as an “Authorized Officer”
of the Company for the purpose of this Agreement in an Officer’s Certificate executed by the Company’s chief executive
officer or chief financial officer and delivered to Prudential, and (ii) in the case of Prudential, any officer of Prudential designated
as its “Authorized Officer” in the Information Schedule or any officer of Prudential designated as its “Authorized
Officer” for the purpose of this Agreement in a certificate executed by one of its Authorized Officers or a lawyer in its
law department. Any action taken under this Agreement on behalf the Company by any individual who on or after the date of this
Agreement shall have been an Authorized Officer of the Company and whom Prudential in good faith believes to be an Authorized Officer
of the Company at the time of such action shall be binding on the Company even though such individual shall have ceased to be an
Authorized Officer, and any action taken under this Agreement on behalf of Prudential by any individual who on or after the date
of this Agreement shall have been an Authorized Officer of Prudential and whom the Company in good faith believes to be an Authorized
Officer of Prudential at the time of such action shall be binding on Prudential even though such individual shall have ceased to
be an Authorized Officer of Prudential.


 


“Available Currencies”
means Dollars, Euros, British Pounds, Canadian Dollars and Swiss Francs.


 


“Available Facility
Amount” is defined in Section 2.1(a).


 


“Below Investment
Grade Rating” in respect of any Person means, at any time of determination, there exists an Active Rating of less than:
(i) “BBB-” by Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, or any successor
thereof (“S&P”), (ii) “BBB-” by Fitch Ratings, Ltd., or any successor thereof (“Fitch”),
(iii) “Baa3” by Moody’s Investors Service, Inc., or any successor thereof (“Moody’s”)
or (iv) an equivalent Solicited rating by any other nationally recognized statistical rating agency. For purposes of this
definition, (1) “Active Rating” means any rating other than a rating that both (a) has not been determined
or refreshed by the applicable statistical rating agency within the last 12 months and (b) the Company has formally requested that
the applicable statistical rating agency terminate such rating; and (2) “Solicited” means any rating that has
been requested by or paid for by the Company.


 






    	 	B-2	 



     


    




 


“Bengal”
means Milacron Holdings Corp., a Delaware corporation.


 


“Bengal Acquisition”
means the acquisition of all of the outstanding equity interests of Bengal by the Company (through the merger of its Subsidiary
Bengal Holding and Bengal, with Bengal as the surviving corporation) pursuant to the Bengal Acquisition Agreement.


 


“Bengal Acquisition
Agreement” means the Agreement and Plan of Merger, dated as of July 12, 2019 (together with all exhibits, schedules and
disclosure letters thereto), by and among Bengal, the Company and Bengal Holding, as in effect on July 12, 2019.


 


“Bengal Holding”
means Bengal Delaware Holding Corporation, a Delaware corporation.


 


“Blocked Person”
is defined in Section 5.16(a).


 


“British Pound”
and “£” means the lawful currency of Great Britain.


 


“Business Day”
means (i) other than as provided in clauses (ii) and (iii) below, any day other than a Saturday, a Sunday or a day on which commercial
banks in New York City or with respect to Swiss Francs only, in Zurich, Switzerland, or, with respect to Canadian Dollars only,
in Toronto, Canada, or with respect to British Pounds only, in London, England, are authorized or required to be closed or, with
respect to Euros only, a day which is not a TARGET Settlement Day, (ii) for purposes of Section 2.1(c) only, any day which is both
a New York Business Day and a day on which Prudential is open for business and (iii) for purposes of Section 8.7, (a) if with respect
to Notes denominated in Dollars, a New York Business Day, (b) if with respect to Notes denominated in British Pounds, any day which
is both a New York Business Day and a day on which commercial banks are not required or authorized to be closed in London, (c)
if with respect to Notes denominated in Euros, any day which is both a New York Business Day and a TARGET Settlement Day, (d) if
with respect to Notes denominated in Canadian Dollars, any day which is both a New York Business Day and a day on which commercial
banks are not required or authorized to be closed in Toronto, Canada, and (e) if with respect to Notes denominated in Swiss Francs,
any day which is both a New York Business Day and a day on which commercial banks are not required or authorized to be closed in
Zurich, Switzerland.


 


“Canadian Dollar”
and “C$” means the lawful currency of Canada.


 


“Cancellation
Date” is defined in Section 2.1(g)(iv).


 


“Cancellation
Fee” is defined in Section 2.1(g)(iv).


 






    B-3


     


    

 


“Change in Control”
means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning
of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) other than any member
or members of the Hillenbrand Family Group, of Equity Interests representing more than 40% of the aggregate ordinary voting power
represented by the issued and outstanding Equity Interests of the Company or (b) occupation of a majority of the seats (other than
vacant seats) on the board of directors of the Company by Persons who were neither (i) nominated by the board of directors of the
Company nor (ii) appointed by directors so nominated.


 


“Closing Day”
means, with respect to any Accepted Note, the Business Day specified for the closing of the purchase and sale of such Accepted
Note in the Confirmation of Acceptance for such Accepted Note, provided that (i) if the Company and the Purchaser which
is obligated to purchase such Accepted Note agree on an earlier Business Day for such closing, the “Closing Day”
for such Accepted Note shall be such earlier Business Day, and (ii) if the closing of the purchase and sale of such Accepted Note
is rescheduled pursuant to Section 3.2, the Closing Day for such Accepted Note, for all purposes of this Agreement except references
to “original Closing Day” in Section 2.1(g)(iii), shall mean the Rescheduled Closing Day with respect to such Accepted
Note. A “Closing Day” is sometimes herein referred to as a “Closing”.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from
time to time.


 


“Company”
means Hillenbrand, Inc., an Indiana corporation.


 


“Competitor”
means any Person (other than any Purchaser or any Person described in clause (c) of the definition of Institutional Investor)
who is substantially engaged in any of the principal lines of business of the Company or any of its Subsidiaries, subject to compliance
with Section 10.6, provided that the provision of investment advisory services by a Person to a Plan or Non U.S. Plan which
is owned or controlled by a Person which would otherwise be a Competitor shall not of itself cause the Person providing such services
to be deemed to be a Competitor if such Person has established procedures which will prevent confidential information supplied
to such Person by the Company or any of its Subsidiaries from being transmitted or otherwise made available to such Plan or Non
U.S. Plan or Person owning or controlling such Plan or Non U.S. Plan.


 


“Confidential
Information” is defined in Section 21.


 


“Confirmation
of Acceptance” is defined in Section 2.1(e).


 


“Confirmation
of Guaranty Agreement” is defined in Section 4.5(c).


 






    B-4


     


    

 


“Consolidated
EBITDA” means, with reference to any period, Consolidated Net Income for such period plus, without duplication, and to
the extent deducted from revenues in determining Consolidated Net Income for such period, (i) interest expense, (ii) income tax
expense, (iii) depreciation expense, (iv) amortization expense, (v) all non-cash expenses, charges or losses, (vi) losses attributable
to the early extinguishment of Indebtedness, (vii)(A) cash fees, costs, expenses, premiums, penalties or other losses incurred
in connection with any acquisition, any asset sale or other disposition, any recapitalization, any investment, any issuance of
equity interests by the Company or any issuance, incurrence or repayment of any Indebtedness by the Company or its Subsidiaries,
the amortization of any deferred financing charges, and/or any refinancing transaction or modification or amendment of any debt
instrument (including any transaction undertaken but not completed) and (B) non-recurring or unusual expenses, in an aggregate
amount for clauses (A) and (B) not to exceed ten percent (10%) of Consolidated EBITDA for any Reference Period (as calculated without
giving effect to the add-back of any item pursuant to this clause (vii)) and (viii) M&A, legal and other out-of-pocket transaction
fees and expenses of the Company and Bengal relating to the Bengal Acquisition and any financing related thereto (including, without
limitation, any issuance, incurrence or repayment of any Indebtedness by the Company, Bengal or their respective Subsidiaries,
the amortization of any deferred financing charges, and/or any refinancing transaction or modification or amendment of any debt
instrument (including any transaction undertaken but not completed) related thereto) minus, to the extent included in Consolidated
Net Income, (1) interest income, (2) income tax benefits (to the extent not netted from tax expense), (3) any cash payments made
during such period in respect of items described in clause (v) above subsequent to the fiscal quarter in which the relevant non-cash
expense, charge or loss were incurred and (4) gains attributable to the early extinguishment of Indebtedness, all calculated for
the Company and its Subsidiaries in accordance with GAAP on a consolidated basis. For the purposes of calculating Consolidated
EBITDA for any period of four consecutive fiscal quarters (each such period, a “Reference Period”), (i) if at
any time during such Reference Period the Company or any Subsidiary shall have made any Material Disposition, the Consolidated
EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the
property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated
EBITDA (if negative) attributable thereto for such Reference Period, and (ii) if during such Reference Period the Company or any
Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving
effect thereto on a pro forma basis as if such Material Acquisition occurred on the first day of such Reference Period. As used
herein, “Material Acquisition” means any acquisition of property or series of related acquisitions of property
that (a) constitutes (i) assets comprising all or substantially all or any significant portion of a business or operating unit
of a business, or (ii) all or substantially all of the common stock or other Equity Interests of a Person, and (b) involves the
payment of consideration by the Company and its Subsidiaries in excess of $10,000,000; and “Material Disposition”
means any sale, transfer or disposition of property or series of related sales, transfers, or dispositions of property that (a)
constitutes (i) assets comprising all or substantially all or any significant portion of a business or operating unit of a business,
or (ii) all or substantially all of the common stock or other Equity Interests of a Person, and (b) involves gross proceeds to
the Company or any of its Subsidiaries in excess of $10,000,000.


 


“Consolidated
Indebtedness” means at any time the aggregate Indebtedness of the Company and its Subsidiaries calculated on a consolidated
basis as of such time in accordance with GAAP.


 






    B-5


     


    

 


“Consolidated
Interest Expense” means, with reference to any period, the interest payable on, and amortization of debt discount in
respect of, all Indebtedness of the Company and its Subsidiaries calculated on a consolidated basis for such period in accordance
with GAAP. In the event that the Company or any Subsidiary shall have completed a Material Acquisition or a Material Disposition
since the beginning of the relevant period, Consolidated Interest Expense shall be determined for such period on a pro forma basis
as if such acquisition or disposition, and any related incurrence or repayment of Indebtedness, had occurred at the beginning of
such period.


 


“Consolidated
Net Income” means, with reference to any period, the net income (or loss) of the Company and its Subsidiaries calculated
in accordance with GAAP on a consolidated basis (without duplication) for such period.


 


“Consolidated
Revenues” means, with reference to any period, total revenues of the Company and its Subsidiaries calculated in accordance
with GAAP on a consolidated basis as of such date.


 


“Consolidated
Tangible Assets” means, as of any date of determination thereof, Consolidated Total Assets minus the Intangible Assets
of the Company and its Subsidiaries on such date.


 


“Consolidated
Total Assets” means, as of the date of any determination thereof, total assets of the Company and its Subsidiaries calculated
in accordance with GAAP on a consolidated basis as of such date.


 


“Contractual
Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument
or other undertaking to which such Person is a party or by which it or any of its property is bound.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. The terms “Controlling”
and “Controlled” shall have meanings correlative thereto.


 


“Controlled
Entity” means any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled Affiliates.


 


“Default”
means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both,
become an Event of Default.


 


“Default Rate”
with respect to any Note, has the meaning given in such Note.


 


“Delayed Delivery
Fee” is defined in Section 2.1(g)(iii).


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback
transaction) of any property by any Person, including any sale, assignment (excluding any Lien), transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.


 


“Dollars”
or “$” means lawful money of the United States of America.


 






    B-6


     


    

 


“Dollar Equivalent”
means, with respect to any Notes or Accepted Notes denominated or to be denominated in any Available Currency other than Dollars
(“Non-Dollar Notes”), the Dollar equivalent of the principal amount of such Non-Dollar Notes, in each case as
set forth in the records of Prudential.


 


“Domestic Foreign
Holdco Subsidiary” means a Subsidiary organized under the laws of a jurisdiction located in the United States of America
(excluding any possession or territory thereof), substantially all of the assets of which consist of the Equity Interests (including
Equity Interests held through entities disregarded from their owner for U.S. federal income tax purposes) of (and/or receivables
or other amounts due from) one or more Foreign Subsidiaries that are “controlled foreign corporations” within the meaning
of section 957 of the Code, so long as such Domestic Subsidiary (i) does not conduct any business or other activities other than
the ownership of such Equity Interests and/or receivables and (ii) does not incur, and is not otherwise liable for, any Indebtedness
(other than intercompany indebtedness permitted by Section 10.3(g)), in each case, other than immaterial assets and activities
reasonably related or ancillary thereto.


 


“Domestic Subsidiary”
means a Subsidiary organized under the laws of a jurisdiction located in the United States of America (excluding any possession
or territory thereof) other than any Domestic Foreign Holdco Subsidiary.


 


“Environmental
Laws” means all laws, rules, regulations, codes, ordinances, or binding orders, decrees, judgments or injunctions, issued,
promulgated or entered into by any Governmental Authority, relating to pollution or protection of the environment, preservation
or reclamation of natural resources or the management, release or threatened release of or governing exposure to any Hazardous
Material.


 


“Environmental
Liability” means any liability (including any liability for damages, costs of environmental remediation, fines, penalties
or indemnities), of the Company or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental
Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure
to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract,
agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.


 


“EONIA”
means (i) the applicable overnight rate calculated by the Banking Federation of the European Union for the relevant
Business Day, displayed on the EONIA Screen of Reuters, or such other display as may replace page 247 on the EONIA Screen of Reuters,
displaying the appropriate rate or (ii) if no such rate is displayed on such EONIA Screen or other display, the arithmetic
mean of the rates (rounded upwards to four decimal places) as quoted by Citibank N.A. to leading banks in the European interbank
market, at or about 7.00 p.m. Central European time on such day for the offering of deposits in euro for the period from one Business
Day to the immediately following Business Day and, in relation to a day that is not a Business Day, EONIA for the immediately preceding
Business Day.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated
thereunder from time to time in effect.


 






    B-7


     


    

 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under
section 414 of the Code.


 


“Equity Interests”
means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests
in a trust or other equity ownership interests in a Person, and any warrants, options or other similar rights entitling the holder
thereof to purchase or acquire any of the foregoing; provided that “Equity Interests” shall not include Indebtedness
that is convertible into Equity Interests.


 


“ERISA Event”
means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect
to a Plan (other than an event for which any notice period is waived); (b) the failure to satisfy the “minimum funding standard”
(as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(c)
of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan;
(d) the incurrence by the Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination
of any Plan; (e) the receipt by the Company or any ERISA Affiliate from the PBGC or a plan administrator of any written notice
relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the
Company or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal of the Company or
any of its ERISA Affiliates from any Plan or Multiemployer Plan; or (g) the receipt by the Company or any ERISA Affiliate of any
written notice, or the receipt by any Multiemployer Plan from the Company or any ERISA Affiliate of any written notice, concerning
the imposition upon the Company or any of its ERISA Affiliates of Withdrawal Liability or a determination that a Multiemployer
Plan is, or is expected to be, insolvent or in critical or endangered status, within the meaning of ERISA.


 


“Euro”
or “€” means the unit of single currency of the Participating Member States.


 


“Event of Default”
is defined in Section 11.


 


“Excess Leverage
Fee” is defined in Section 9.10.


 


“Facility”
is defined in Section 2.1(a).


 


“Farm Agreement”
means that certain Tenants in Common Agreement dated on or about March 21, 2008 between Hill-Rom Company, Inc., an Indiana corporation,
and BCC JAWACDAH Holdings, LLC, an Indiana limited liability company.


 


“Financial Covenant”
means any covenant related to a numerical measure of a balance sheet condition, the results of operations or cash flow, or other
financial condition, including, without limitation, any provision involving a measurement of the Company’s leverage, ability
to cover expenses, earnings, net income, fixed charges, interest expense, net worth or other component of the Company’s or
a Foreign Subsidiary’s consolidated financial position, results of operations, shareholders’ equity, assets or liability
(however expressed and whether stated as a ratio, as a fixed threshold, as an event of default or otherwise).


 






    B-8


     


    

 


“Foreign Credit
Facility” means, as to any Foreign Subsidiary Borrower, any credit agreement, loan agreement, note purchase agreement
or similar agreement evidencing a credit facility, and any amendments thereto, creating or evidencing indebtedness for borrowed
money of such Foreign Subsidiary Borrower.


 


“Foreign Subsidiary”
means any Subsidiary which is not a Domestic Subsidiary.


 


“Foreign Subsidiary
Borrower” means any “Foreign Subsidiary Borrower” under, and as defined in, the Primary Credit Facility.


 


“Foreign Subsidiary
Debt Limit” is defined in Section 10.3.


 


“GAAP”
means generally accepted accounting principles in the United States of America.


 


“Governmental
Authority” means


 


(a)          the
government of


 


(i)            the
United States of America or the jurisdiction of organization of the Company or any State or other political subdivision of either
thereof, or


 


(ii)           any
other jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction
over any properties of the Company or any Subsidiary, or


 


(b)          any
entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities
or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain
working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable
the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit
or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term “Guarantee”
shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee shall
be deemed to be an amount equal to the lesser of (a) the stated or determinable amount of the primary payment obligation in respect
of which such Guarantee is made and (b) the maximum amount for which the guaranteeing Person may be liable pursuant to the terms
of the instrument embodying such Guarantee, unless such primary payment obligation and the maximum amount for which such guaranteeing
Person may be liable are not stated or determinable, in which case the amount of the Guarantee shall be such guaranteeing Person’s
maximum reasonably possible liability in respect thereof as reasonably determined by the Company in good faith.


 






    B-9


     


    

 


“Guarantor”
means any party to a Guaranty Agreement.


 


“Guaranty Agreement”
is defined in Section 4.5(b).


 


“Hazardous Material”
means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants and contaminants
listed, defined, designated, regulated or classified under applicable Environmental Laws as hazardous, toxic, radioactive, dangerous,
a pollutant, a contaminant, petroleum, oil or words of similar meaning or effect, including petroleum or petroleum distillates,
asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes.


 


“Hedge Treasury
Note(s)” means, with respect to any Accepted Note, the United States Treasury Note or Notes whose duration (as determined
by Prudential) most closely matches the duration of such Accepted Note.


 


“Hillenbrand
Family Group” means the descendants of John A. Hillenbrand and members of such descendants’ families and trusts
for the benefit of such Persons.


 


“holder”
means, with respect to any Note the Person in whose name such Note is registered in the register maintained by the Company pursuant
to Section 14.1.


 


“Hostile Tender
Offer” shall mean, with respect to the use of proceeds of any Note, any offer to purchase, or any purchase of, shares
of capital stock of any corporation or equity interests in any other entity, or securities convertible into or representing the
beneficial ownership of, or rights to acquire, any such shares or equity interests, if such shares, equity interests, securities
or rights are of a class which is publicly traded on any securities exchange or in any over-the-counter market, other than purchases
of such shares, equity interests, securities or rights representing less than 5% of the equity interests or beneficial ownership
of such corporation or other entity for portfolio investment purposes, and such offer or purchase has not been duly approved by
the board of directors of such corporation or the equivalent governing body of such other entity prior to the date on which the
Company makes the Request for Purchase of such Note.


 


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following, but only to the extent included as indebtedness
or liabilities in accordance with GAAP: (a) all obligations of such Person for borrowed money, (b) all obligations of such Person
evidenced by bonds, debentures, notes, loan agreements or similar instruments, (c) all obligations of such Person to pay the deferred
purchase price of property or services (other than accounts payable incurred in the ordinary course of business or any earn-out
obligations), (d) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such
Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness
shall have been assumed by such Person or is limited in recourse, (e) all obligations of such Person for unreimbursed payments
made under letters of credit (including standby and commercial), bankers’ acceptances and bank guarantees, (f) all obligations
in respect of capital leases of such Person, (g) (only for purposes of calculating Consolidated Indebtedness) net obligations of
such Person under any Swap Agreement pertaining to interest rates and (h) all Guarantees of such Person in respect of any of the
foregoing. For purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture
(other than a joint venture that is itself a corporation, limited liability company or other limited liability entity) in which
such person is a general partner or a joint venture, unless such Indebtedness is expressly made non-recourse to such Person. The
amount of any net obligation under any Swap Agreement on any date shall be deemed to be the Swap Termination Value thereof as of
such date. The amount of any capital lease as of any date shall be deemed to be the amount of Attributable Indebtedness in respect
thereof as of such date.


 






    B-10


     


    

 


Indebtedness of any Person shall include
all obligations of such Person of the character described in clauses (a) through (g) to the extent such Person remains legally
liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP.


 


Upon the defeasance or satisfaction and
discharge of Indebtedness in accordance with the terms of the documents governing such Indebtedness, such Indebtedness will cease
to be “Indebtedness” hereunder (upon the giving or mailing of a notice of redemption and redemption funds being deposited
with a trustee or paying agent or otherwise segregated or held in trust or under an escrow or other funding arrangement for the
sole purpose of repurchasing, redeeming, defeasing, repaying, satisfying and discharging, or otherwise acquiring or retiring such
Indebtedness, or other substantially comparable processes).


 


“Institutional
Accredited Investor” means an institutional accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.


 


“Institutional
Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or more of its
affiliates) more than 5% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings
and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker
or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any
holder of any Note.


 


“Intangible
Assets” means the aggregate amount, for the Company and its Subsidiaries on a consolidated basis, of all assets classified
as intangible assets under GAAP, including, without limitation, customer lists, acquired technology, goodwill, computer software,
trademarks, patents, copyrights, organization expenses, franchises, licenses, trade names, brand names, mailing lists, catalogs,
unamortized debt discount and capitalized research and development costs.


 


“Interest Coverage
Ratio” is defined in Section 10.9(b).


 


“Issuance Fee”
is defined in Section 2.1(g)(ii).


 


“Issuance Period”
is defined in Section 2.1(b).


 


“Joint Ownership
Agreements” means the four (4) Joint Ownership Agreements with respect to the joint ownership of the aircraft described
therein, dated on or about March 21, 2008 by and among Hill-Rom and Batesville Services.


 






    B-11


     


    

 


“Leverage Holiday
Period” is defined in Section 10.9(a).


 


“Leverage Ratio”
is defined in Section 10.9(a).


 


“Lien”
means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital
lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing)
relating to such asset.


 


“Liquidity Amount”
means, as of any date of determination, the lesser of (i) the sum of (a) 100% of the unrestricted and unencumbered cash and cash
equivalents maintained by the Company and its Subsidiaries in the United States as of such date, plus (b) 70% of the unrestricted
and unencumbered cash and cash equivalents maintained by the Company and its Subsidiaries outside of the United States as of such
date and (ii) $100,000,000; provided, however, that amounts calculated under this definition shall exclude any amounts
that would not be considered “cash” or “cash equivalents” as recorded on the books of the Company or the
applicable Subsidiary.


 


“Make-Whole
Amount” is defined in Section 8.7.


 


“Material”
means material in relation to the business, operations, affairs, financial condition, assets, properties or prospects of the Company
and its Subsidiaries taken as a whole.


 


“Material Acquisition”
is defined in the definition of “Consolidated EBITDA”.


 


“Material Adverse
Effect” means a material adverse effect on (a) the business, operations or financial condition of the Company and the
Subsidiaries taken as a whole, (b) the ability of the Transaction Parties to perform their material obligations under the Transaction
Documents or (c) the material rights or remedies of any holder of a Note under the Transaction Documents.


 


“Material Disposition”
is defined in the definition of “Consolidated EBITDA”.


 


“Material Foreign
Credit Facility” means any Foreign Credit Facility entered into on or after the Amendment No. 4 Effective Date by a
Foreign Subsidiary Borrower in a principal amount outstanding or available and committed for borrowing greater than $200,000,000
(or the equivalent of such amount in the relevant currency of payment, determined as of the date of the closing of such facility
based on the exchange rate of such other currency); provided for the avoidance of doubt “Material Foreign Credit
Facility” shall not include (i) the Primary Credit Facility or (ii) any agreements evidencing Indebtedness incurred pursuant
to Section 10.3(n); provided further that any such Foreign Credit Facility shall only be a Material Foreign Credit
Facility for so long as such principal amount outstanding or available and committed for borrowing is greater than $200,000,000.


 






    B-12


     


    

 


“Material Indebtedness”
means, as of any date, Indebtedness (other than the Indebtedness under the Notes), or the net obligations in respect of one or
more Swap Agreements, of any one or more of the Company and its Subsidiaries in an aggregate principal amount exceeding $75,000,000
as of such date. For purposes of determining Material Indebtedness, the “principal amount” of the net obligations of
the Company or any Subsidiary in respect of any Swap Agreement at any time shall be deemed to be the Swap Termination Value thereof
as of such date.


 


“Material Subsidiary”
means, as of any date of determination, each Subsidiary either (i) having (together with its subsidiaries) assets that constitute
five percent (5%) or more of the Consolidated Total Assets of the Company and its Subsidiaries or (b) having (together with its
Subsidiaries) revenues that constitute five percent (5%) or more of the Consolidated Revenues of the Company and its Subsidiaries,
in each case as of the last day of the immediately preceding fiscal year of the Company for which annual financial statements are
available.


 


“Multiemployer
Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).


 


“NAIC”
means the National Association of Insurance Commissioners or any successor thereto.


 


“New York Business
Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York are required or authorized
to be closed.


 


“Non-U.S. Plan”
means any plan, fund or other similar program that (a) is established or maintained outside the United States of America by the
Company or any Subsidiary primarily for the benefit of employees of the Company or one or more Subsidiaries residing outside the
United States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income
in contemplation of retirement or payments to be made upon termination of employment, and (b) is not subject to ERISA or the Code.


 


“Notes”
is defined in Section 1.1.


 


“OFAC”
is defined in Section 5.16(a).


 


“OFAC Listed
Person” is defined in Section 5.16(a).


 


“OFAC Sanctions
Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC
Sanctions Programs may be found at http://www.ustreas.gov/offices/enforcement/ofac/programs/.


 


“Officer’s
Certificate” means a certificate of a Senior Financial Officer of the Company or of any other officer of the Company
whose responsibilities extend to the subject matter of such certificate.


 






    B-13


     


    

 


“Overnight Interest
Rate” means with respect to an Accepted Note denominated in a currency other than Dollars, the actual rate of interest,
if any, received by the Purchaser which intends to purchase such Accepted Note on the overnight deposit of the funds intended to
be used for the purchase of such Accepted Note, it being understood that reasonable efforts will be made by or on behalf of the
Purchaser to make any such deposit in an interest bearing account.


 


“Participating
Member State” means any member state of the European Union that adopts or has adopted the euro as its lawful currency
in accordance with legislation of the European Union relating to economic and monetary union.


 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.


 


“Person”
means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business
entity or Governmental Authority.


 


“Plan”
means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within
the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years,
have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA
Affiliate may have any liability.


 


“PPSA”
means the Personal Property Security Act or other personal property security legislation of the applicable Canadian province or
provinces in respect of any Transaction Party or any Subsidiary (including the Civil Code of the Province of Quebec) as all such
legislation now exists or may from time to time to hereafter be amended, modified, recodified, supplemented or replaced, together
with all rules, regulations and interpretations thereunder or related thereto.


 


“Primary Credit
Facility” means the Third Amended and Restated Credit Agreement, dated as of August 28, 2019, among the Company, the
subsidiary borrowers party thereto, the subsidiary guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank,
N.A., as administrative agent, as amended, restated, amended and restated, refinanced or replaced from time to time.


 


“property”
or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible
or intangible, choate or inchoate.


 


“Prudential”
is defined in the addressee line to this Agreement.


 


“Prudential
Affiliate” means any Affiliate of Prudential.


 


“PTE”
is defined in Section 6.2.


 


“Purchaser”
is defined in the addressee line to this Agreement.


 






    B-14


     


    

 


“Qualified Institutional
Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth
in Rule 144A(a)(1) under the Securities Act.


 


“Quotation”
shall have the meaning provided in paragraph 2.1(d).


 


“Related Fund”
means, with respect to any holder of any Note, any fund or entity that (a) invests in securities or bank loans, and (b) is
advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment
advisor.


 


“Request for
Purchase” is defined in Section 2.1(c).


 


“Required Holders”
means, at any time, the holders of more than 50% in principal amount of the Notes at the time outstanding (exclusive of Notes then
owned by the Company or any of its Affiliates). At any time that there are no Notes outstanding the “Required Holders”
shall mean Prudential.


 


“Rescheduled
Closing Day” is defined in Section 3.2.


 


“Responsible
Officer” means any Senior Financial Officer and any other officer of the Company with responsibility for the administration
of the relevant portion of this Agreement.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
Equity Interests in the Company or any Subsidiary, or any payment (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of
any such Equity Interests in the Company or any Subsidiary or any option, warrant or other right to acquire any such Equity Interests
in the Company or any Subsidiary.


 


“Sale and Leaseback
Transaction” means any sale or other transfer of any property or asset by any Person with the intent to lease such property
or asset as lessee.


 


“Sale of Assets
Covenant” means any restriction or limitation on the sale, transfer or other disposition of property (however expressed
and whether stated as a ratio, a fixed threshold, as an event of default or otherwise).


 


“SEC”
means the United States Securities and Exchange Commission or any Governmental Authority succeeding to any of its principal functions.


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder
from time to time in effect.


 


“Senior Financial
Officer” means the chief financial officer, principal accounting officer, treasurer or comptroller of the Company.


 






    B-15


     


    

 


“Series”
is defined in Section 1.1.


 


“Significant
Acquisition” is defined in Section 10.9(a).


 


“Significant
Acquisition Election” is defined in Section 10.9(a).


 


“Specified Senior
Notes” means one or more series of senior unsecured debt securities of the Company issued to finance the Bengal Acquisition
and other transactions related thereto.


 


“Specified Senior
Notes Indebtedness” means Indebtedness in respect of the Specified Senior Notes.


 


“Specified Senior
Notes Indenture” means that certain indenture and/or supplemental indenture pursuant to which the Specified Senior Notes
will be issued.


 


“Structuring
Fees” is defined in Section 2.1(g)(i).


 


“subsidiary”
means, with respect to any Person (the “parent”) at any date, (i) with respect to any financial statements and
financial covenant calculations (including the defined terms used therein), any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated
financial statements if such financial statements were prepared in accordance with GAAP as of such date, and (ii) for all other
purposes of the Transaction Documents, a corporation, partnership, joint venture, limited liability company or other business entity
of which a majority of the equity securities or other ownership interests having ordinary voting power for the election of directors
or other governing body (other than equity securities or other ownership interests having such power only by reason of the happening
of a contingency) are at the time beneficially owned (or, in the case of a Person which is treated as a consolidated subsidiary
for accounting purposes, the management of which is otherwise controlled) directly, or indirectly through one or more intermediaries,
or both, by such Person.


 


“Subsidiary”
means any subsidiary of the Company.


 


“SVO”
means the Securities Valuation Office of the NAIC or any successor to such Office.


 


“Swap Agreement”
means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving,
or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination
of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services
provided by current or former directors, officers, employees or consultants of the Company or the Subsidiaries shall be a Swap
Agreement.


 






    B-16


     


    

 


“Swap Termination
Value” means, in respect of any one or more Swap Agreements, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements have been closed
out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date
referenced in subsection (a), the amount(s) determined as the mark-to-market value(s) for such Swap Agreements, as determined based
upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Agreements.


 


“TARGET Settlement
Day” means a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system (or
any successor thereto) is open for the settlement of payments in Euro.


 


“Tax”
means any tax (whether income, documentary, sales, stamp, registration, issue, capital, property, excise or otherwise), duty, assessment,
levy, impost, fee, compulsory loan, charge or withholding.


 


“Transaction
Documents” means this Agreement, the Notes and the Guaranty Agreements.


 


“Transaction
Parties” means the Company and the Guarantors.


 


“Treasury Stock”
means capital stock of the Company owned by the Company and held in treasury.


 


“USA Patriot
Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required
to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations
promulgated thereunder from time to time in effect.


 


“Wholly-Owned
Subsidiary” means, at any time, any Subsidiary all of the equity interests (except directors’ qualifying shares)
and voting interests of which are owned by any one or more of the Company and the Company’s other Wholly-Owned Subsidiaries
at such time.


 






    B-17


     


    

 


EXHIBIT 1


 


[Form
of Note]


 


THIS NOTE HAS BEEN ACQUIRED FOR
INVESTMENT AND WITHOUT A VIEW TO DISTRIBUTION AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT"), OR UNDER STATE SECURITIES LAWS. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION
OF THIS NOTE OR ANY INTEREST OR PARTICIPATION THEREIN MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.


 


		Hillenbrand, Inc.	 
	 	 	 
	 	[____]% Series ___ Senior Note Due [__________, ____]	 




 


 


	No. [_____]	 	[Date]
	PPN[______________]	 	 
	ORIGINAL PRINCIPAL AMOUNT:	 	 
	ORIGINAL ISSUE DATE:	 	 
	INTEREST RATE:	 	 
	INTEREST PAYMENT DATES:	 	 
	FINAL MATURITY DATE:	 	 
	PRINCIPAL PREPAYMENT DATES AND AMOUNTS:	 	 




 


For
Value Received, the undersigned, HILLENBRAND, INC. (herein called the “Company”),
a corporation organized and existing under the laws of Indiana, hereby promises to pay to [____________] the principal sum of [___________________]
[DOLLARS] [EUROS] [BRITISH POUNDS]
[CANADIAN DOLLARS] [SWISS FRANCS] [on the Final Maturity Date specified above (or so much thereof as shall not have been prepaid),][,
payable on the Principal Prepayment Dates and in the amounts specified above, and on the Final Maturity Date specified above in
an amount equal to the unpaid balance of the principal hereof,] with interest (computed on the basis of [a 360-day year of twelve
30-day months] [FOR NOTES DENOMINATED IN DOLLARS, EUROS, OR SWISS FRANCS] [the actual number of days elapsed and a 365-day year]
[FOR NOTES DENOMINATED IN BRITISH POUNDS] [the actual number of days in such year] [FOR NOTES DENOMINATED IN CANADIAN DOLLARS])
(a) on the unpaid balance hereof at the Interest Rate per annum specified above, payable on each Interest Payment Date specified
above and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof,
until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment
of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole
Amount, at a rate per annum (the “Default Rate”) from time to time equal to the greater of (i) 2% over the Interest
Rate specified above or (ii) 2% over [FOR DOLLAR, BRITISH POUND DENOMINATED NOTES, CANADIAN DOLLAR OR SWISS FRANCS] [the rate
of interest publicly announced by JPMorgan Chase Bank, N.A., from time to time in New York, New York as its “base”
or “prime” rate] [FOR EURO DENOMINATED NOTES USE] [EONIA], payable on each Interest Payment Date as aforesaid (or,
at the option of the registered holder hereof, on demand).


 


EXHIBIT
1






    


     


    

 


Payments of principal
of, interest on and any Make-Whole Amount with respect to this Note are to be made in [lawful money of the [United States of America][United
Kingdom][Canada][Switzerland]][the single currency of the European Union] at [_____] or at such other place as the Company shall
have designated by written notice to the holder of this Note as provided in the Private Shelf Agreement referred to below.


 


This Note is one of
a series of Senior Notes (herein called the “Notes”) issued pursuant to the Private Shelf Agreement, dated as
of December 6, 2012 (as from time to time amended, the “Private Shelf Agreement”), between the Company, on one
hand, and PGIM, Inc. and each Prudential Affiliate which becomes a party thereto, on the other hand, and is entitled to the benefits
thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions
set forth in Section 21 of the Private Shelf Agreement and (ii) made the representation set forth in Section 6.2
of the Private Shelf Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings
ascribed to such terms in the Private Shelf Agreement.


 


This Note is a registered
Note and, as provided in the Private Shelf Agreement, upon surrender of this Note for registration of transfer, duly endorsed,
or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.
Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as
the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice
to the contrary.


 


[The Company will make
required prepayments of principal on the dates and in the amounts specified above and in the Private Shelf Agreement.] This Note
is [also] subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the
Private Shelf Agreement, but not otherwise.


 


If an Event of Default
occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the
price (including any applicable Make-Whole Amount) and with the effect provided in the Private Shelf Agreement.


 


This Note shall be
construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the
law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the
laws of a jurisdiction other than such State.


 


Any transferee of this
Note or any interest therein, by its acceptance thereof, shall be deemed to have made the representations set forth in Section
6 of the Private Shelf Agreement. The Company shall not be required to register the transfer of any Note to any Person unless the
Company receives from the proposed transferee a written instrument in form and substance reasonably satisfactory to the Company
in which such transferee makes the representations and warranties set forth in Section 6 of the Private Shelf Agreement.


 


	 	Hillenbrand, Inc.
	 	 	 
	 	 	 
	 	By:	 
	 	 	[Title]




 






    2


     


    

 


EXHIBIT 2


 


[FORM OF REQUEST FOR PURCHASE]



Hillenbrand, Inc.


 


Reference is made to
the Private Shelf Agreement (the “Agreement”), dated as of December 6, 2012, among Hillenbrand, Inc. (the “Company”),
on one hand, and PGIM, Inc. (“Prudential”) and each Prudential Affiliate which becomes party thereto, on the other
hand. Capitalized terms used and not otherwise defined herein shall have the respective meanings specified in the Agreement.


 


Pursuant to Section 2.1(c)
of the Agreement, the undersigned Hillenbrand, Inc. (the “Company”), hereby makes the following Request for Purchase:


 


		1.	Currency:	[Dollars/Euros/British Pounds/Canadian Dollars/Swiss Francs]



 


		2.	Aggregate principal amount of

the Notes covered hereby

(the “Notes”) ................... [$][₤][€][C$][FR]__________1



 


		3.	Interest Payment Period: [quarterly or semiannually in arrears]



 


		4.	Individual specifications of the Notes:



 


	 	 		 	Principal	 	 
	Final	 	Prepayment	 	Interest	 	 
	Principal	 	Maturity	 	Dates and	 	Payment
	Amount	 	Date	 	Amounts	 	Period
	 	 	 	 	 	 	 
	 	 		 	 	 	[____] in arrears




 


		5.	Use of proceeds of the Notes:



 


		6.	Proposed day for the closing of the purchase and sale of the Notes:



 


		7.	The purchase price of the Notes is to be transferred to:



 


	Name and Address	 	 	 
	and ABA Routing	 	Number of	 
	Number of Bank	 	Account	 
	 	 	 	 
	 	 	 	 




 















 






1Minimum
principal amount of $10,000,000 (or its equivalent in the Available Currency).


 


EXHIBIT
2









    


     


    

 


 


		8.	The Company certifies that (a) the representations and warranties contained in Section 5 of the
Agreement are true on and as of the date of this Request for Purchase and (b) that there exists on the date of this Request for
Purchase no Event of Default or Default.



 


		10.	The Issuance Fee to be paid pursuant to the Agreement will be paid by the Company on the closing
date.



 


	Dated:	 	 	[	]
	 	 	 	 
	 	 	 	 
	 	 	By:	
	 	 	 	Authorized Officer




 






    2


     


    

 






 


EXHIBIT 3


 


[FORM OF CONFIRMATION OF ACCEPTANCE]


 


Reference is made to
the Private Shelf Agreement (the “Agreement”), dated as of December 6, 2012 between Hillenbrand, Inc., (the “Company”),
on one hand, and, on the other hand, PGIM, Inc. (“Prudential”) and each Prudential Affiliate which becomes party thereto.
All terms used herein that are defined in the Agreement have the respective meanings specified in the Agreement.


 


Prudential or the Prudential
Affiliate which is named below as a Purchaser of Notes hereby confirms the representations as to such Notes set forth in Section
6 of the Agreement, and agrees to be bound by the provisions of the Agreement applicable to the Purchasers or holders of the Notes.


 


Pursuant to Section
2.1(e) of the Agreement, an Acceptance with respect to the following Accepted Notes is hereby confirmed:


 


	I.	Accepted Notes:
	 	Aggregate principal amount: [$][Euros][British
    Pounds][Canadian Dollars][Swiss Francs] __________________




 


	(A)	(a)	Name of Purchaser:
	 	(b)	Principal amount:
	 	(c)	Final maturity date:
	 	(d)	Principal prepayment dates and amounts:
	 	(e)	Interest rate:
	 	(f)	Interest payment period: [_______] in arrears
	 	(g)	Payment and notice instructions: As set forth on attached
	 	 	Purchaser Schedule
	 	 	 
	(B)	(a)	Name of Purchaser:
	 	(b)	Principal amount:
	 	(c)	Final maturity date:
	 	(d)	Principal prepayment dates and amounts:
	 	(e)	Interest rate:
	 	(f)	Interest payment period: [_______] in arrears
	 	(g)	Payment and notice instructions: As set forth on attached
	 	 	Purchaser Schedule
	 	 	 
	[(C), (D)..... same information
    as above.]




 


EXHIBIT
3









     


     


    

 


	II.	Closing Day:



 


	 	[______________________]
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Dated:	 
	 	 	 
	 	PGIM, Inc.
	 	 
	 	 
	 	By:	 
	 	 	Vice President
	 	 	 
	 	[Prudential Affiliate]
	 	 
	 	 
	 	By:	 
	 	 	Vice President




 


[ATTACH PURCHASER SCHEDULES]


 






    2


     


    

 


EXHIBIT 4.4(a)


 


MATTERS TO BE COVERED BY

OPINIONS OF SPECIAL COUNSEL

TO THE TRANSACTION PARTIES


 


The following matters
are to be covered in opinions provided by United States, New York and Indiana counsel for the Transaction Parties, allocated between
such counsel as appropriate, subject to customary assumptions, limitations and qualifications. All capitalized terms used herein
without definition shall have the meanings ascribed thereto in the Private Shelf Agreement.


 


		·	Due organization and valid existence of each Transaction Party



		·	Power and authority of each Transaction Party to execute and deliver the Transaction Documents to which such Transaction Party
is a party and to perform such Transaction Party’s obligations thereunder



		·	Due authorization, execution and delivery of the Transaction Documents and enforceability of Transaction Documents against
the Transaction Parties party thereto



		·	No governmental approvals required in connection with the Transaction Documents



		·	No registration required to issue the Notes under Securities Act of 1933 or Trust Indenture Act of 1939



		·	No conflicts of any Transaction Document with contracts, judgments of governmental authorities or law



		·	No Transaction Party is an Investment Company under the Investment Company Act of 1940



		·	No violation of Regulations T, U or X of the Board of Governors of the United States Federal Reserve System, 12 CFR, Part 220,
Part 221 and Part 224, respectively



 


EXHIBIT
4.4(a)






     


     


    




 


EXHIBIT 4.4(b)


 


Matters
to be covered in

Opinion of Special Counsel

to The Purchasers 


 


The closing opinion
of Schiff Hardin LLP, special counsel to the Purchasers, called for by Section 4.4(b) of the Agreement, shall be dated the date
of the Closing and addressed to the Purchasers, shall be satisfactory in form and substance to the Purchasers and shall be to the
effect that:


 


1.             The Company is a corporation validly existing and in good standing under the laws of the State of Indiana.


 


2.             Each Transaction Party other than the Company executing and delivering Transaction Documents at such Closing is validly
existing as a corporation or limited liability company and is in good standing under the laws of its state of incorporation or
formation.


 


3.             The Company and each other Transaction Party executing and delivering Transaction Documents at such Closing has the corporate
or limited liability company power and authority to execute, deliver and perform its obligations under the Agreement and the other
Transaction Documents being executed or delivered at such Closing. The execution, delivery and performance thereof by the Company
and each such other Transaction Party has been duly authorized by all necessary corporate or limited liability company action on
the part of the Company and each such other Transaction Party, as the case may be, and the Agreement and such other Transaction
Documents being executed or delivered at such Closing have been duly executed and delivered by the Company and each such other
Transaction Party.


 


4.             The Agreement and the other Transaction Documents being executed or delivered at such Closing constitute the legal, valid
and binding obligations of the Company and each other Transaction Party thereto enforceable against such Person in accordance with
its terms.


 


5.             In view of the circumstances surrounding the sale and delivery of the Notes being issued at such Closing and on the basis
of the representations made by the Company in Section 5.13 of the Agreement and by you in Section 6.1 of the Agreement, it is not
necessary in connection with the offering, issuance and delivery of such Notes under the circumstance contemplated by the Agreement
to register such Notes under the Securities Act or to qualify and indenture in respect of such Notes under the Trust Indenture
Act of 1939, as amended and now in effect.


 


The opinion of Schiff
Hardin LLP shall also state that the opinions of counsel to the Transaction Parties being delivered pursuant to Section 4.4(a)
of the Agreement are satisfactory in scope and form to Schiff Hardin LLP and that, in their opinion, the Purchasers are justified
in relying thereon.


 


EXHIBIT
4.4(b)









     


     


    

 


In rendering the opinion
set forth in paragraphs 1 and 2 above, Schiff Hardin LLP may rely, as to matters referred to in paragraphs 1 and 2, solely upon
an examination of certificates of government officials, in each case as of a recent date prior to the date hereof. The opinions
set forth in paragraph 3 above may only cover entities formed in Delaware, Illinois, or New York and in rendering such opinions,
Schiff Hardin LLP may rely upon the opinions of counsel to the Transaction Parties being delivered pursuant to Section 4.4(a) of
the Agreement. The opinion of Schiff Hardin LLP is limited to the General Corporation Law of the State of Delaware, the Limited
Liability Company Act of the State of Delaware, the laws of the State of New York and the federal laws of the United States of
America.


 


With respect to matters
of fact upon which such opinion is based, Schiff Hardin LLP may rely on appropriate certificates of public officials and officers
of the Transaction Parties and upon representations of the Transaction Parties and the Purchasers delivered in connection with
the issuance and sale of the Notes.


 



    2


     


    







 


EXHIBIT 4.5(b)


 


[FORM OF]


 


GUARANTY


 


THIS GUARANTY (this
“Guaranty”) is made as of [________ __, ___] by and among each of the undersigned (the “Initial
Guarantors” and along with any additional Subsidiaries of the Company which become parties to this Guaranty by
executing a joinder in the form attached as Annex I (a “Joinder”), the
“Guarantors”) in favor of the Holders of Guaranteed Obligations (as defined below).


 


WITNESSETH


 


WHEREAS, Hillenbrand,
Inc., an Indiana corporation (the “Company”), on the one hand, PGIM, Inc. (“Prudential”),
and each Prudential Affiliate which becomes party thereto, on the other hand, have entered into a certain Private Shelf Agreement
dated as of December 6, 2012 (as the same may be amended, modified, supplemented and/or restated, and as in effect from time to
time, the “Private Shelf Agreement”), providing, subject to the terms and conditions thereof, for the Company
to sell its senior promissory notes from time to time (as amended, restated, supplemented or otherwise modified from time to time,
the “Notes”, such term to include any such notes issued in substitution thereof pursuant to Section 14 of the
Private Shelf Agreement); and


 


WHEREAS, it is a condition
precedent to the purchase of any Notes by the Purchasers under the Private Shelf Agreement that each of the Guarantors shall have
executed and delivered this Guaranty, whereby each of the Guarantors shall guarantee the payment when due of all of the Guaranteed
Obligations (as defined below); and


 


WHEREAS, in consideration
of the direct and indirect financial and other support that the Company has provided, and such direct and indirect financial and
other support as the Company may in the future provide, to the Guarantors, and in order to induce the Purchasers to purchase the
Notes, each of the Guarantors is willing to guarantee the Guaranteed Obligations.


 


NOW, THEREFORE, in consideration
of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


SECTION
1.      Definitions.
Terms used herein but not defined herein have, as used herein, the respective meanings given such terms in the Private Shelf Agreement.


 


SECTION
2.      Representations,
Warranties and Covenants. Each of the Guarantors represents and warrants that:


 


(A)          It is a corporation, partnership or limited liability company duly and properly incorporated or organized, as the
case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction
of incorporation, organization or formation and has all requisite authority to conduct its business in each jurisdiction in which
its business is conducted, except to the extent that the failure to have such authority would not reasonably be expected to have
a Material Adverse Effect.


 


EXHIBIT
4.5(b)









     


     


    

 


(B)           It (to the extent applicable) has the requisite power and authority to execute and
deliver this Guaranty and to perform its obligations hereunder. The execution and delivery by each Guarantor of this Guaranty and
the performance by each of its obligations hereunder have been duly authorized by proper proceedings, and this Guaranty constitutes
a legal, valid and binding obligation of such Guarantor, respectively, enforceable against such Guarantor, respectively, in accordance
with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors’ rights generally and by general equitable principles regardless of whether considered in a
proceeding in equity or at law.


 


(C)          Neither
the execution and delivery by such Guarantor of this Guaranty, nor the consummation by such Guarantor of the transactions herein
contemplated, nor compliance by such Guarantor with the provisions hereof will: (a) require any consent or approval of, registration
or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full
force and effect, (b) violate the charter, by-laws or other organizational documents of such Guarantor, (c) violate any applicable
material law or regulation or any order of any Governmental Authority, (d)  violate or result in a default under any indenture,
agreement or other instrument binding upon such Guarantor or any of its Subsidiaries or its assets, or give rise to a right thereunder
to require any payment to be made by such Guarantor, except for any such violation or right which, individually or in the aggregate,
would not reasonably be expected to result in a Material Adverse Effect, or (e)  result in the creation or imposition of
any Lien on any asset of such Guarantor.


 


In addition to the foregoing,
subject to Section 25, each of the Guarantors covenants that, from the date such Guarantor becomes a party hereto and so long thereafter
as any Guaranteed Obligations (as defined below) shall remain unpaid, it will fully comply with those covenants and agreements
of the Company applicable to such Guarantor set forth in the Private Shelf Agreement.


 


SECTION
3.      The Guaranty. Each
of the Guarantors hereby unconditionally guarantees, jointly with the other Guarantors and severally, the full and punctual payment
and performance when due (whether at stated maturity, or by required or optional prepayment or by acceleration or otherwise) of
(i) the principal of, Make-Whole Amount, if any, with respect to, interest (including, without limitation, interest accruing
after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether
or not a claim for post-filing or post-petition interest is allowed in such proceeding) on, and any other amounts due under the
Notes, (ii) all other amounts payable by the Company under the Private Shelf Agreement and the other Transaction Documents,
and (iii) the punctual and faithful performance, keeping, observance, and fulfillment by the Company of all of the agreements,
conditions, covenants, and obligations of the Company contained in the Transaction Documents (all of the foregoing being referred
to collectively as the “Guaranteed Obligations,” and the holders of the Notes and Prudential being referred
to collectively as the “Holders of Guaranteed Obligations”). Upon the occurrence and during the continuance
of any Event of Default under the Private Shelf Agreement, each of the Guarantors agrees that it shall forthwith on demand by the
holders entitled thereto pay such amount or perform such obligation at the place and in the manner specified in the Private Shelf
Agreement, the Notes, or the relevant Transaction Document, as the case may be. Each of the Guarantors hereby agrees that this
Guaranty is an irrevocable guaranty of payment and is not a guaranty of collection.


 






    2


     


    

 


SECTION
4.     Guaranty Unconditional.
The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of
the foregoing, shall not be released, discharged or otherwise affected by, and each Guarantor hereby waives any defenses it may
have (now or in the future) by reason of:


 


(A)          (i)
any extension, renewal, settlement, indulgence, compromise, waiver or release of the Guaranteed Obligations, any part thereof,
any agreement relating thereto (including this Guaranty), or any obligation of any other Guarantor, whether (in any such case)
by operation of law or otherwise other than as a result of the indefeasible payment in full in cash of the Guaranteed Obligations;
or (ii) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations, any part thereof,
any agreement relating thereto (including this Guaranty), or any obligation of any other Guarantor;


 


(B)           any
modification or amendment of or supplement to the Private Shelf Agreement, the Notes, or any other Transaction Document, including,
without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed
Obligations or the issuance from time to time of Notes;


 


(C)           any
release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of (i) any collateral
securing the Guaranteed Obligations or any part thereof, (ii) any other guaranties with respect to the Guaranteed Obligations
or any part thereof, or (iii) any other obligation of any person or entity with respect to the Guaranteed Obligations or any part
thereof;


 


(D)          (i)
any change in the corporate, partnership or other existence, structure or ownership of the Company or any Guarantor, (ii) any
insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or any Guarantor, or any of their respective
assets or any resulting release or discharge of any obligation of the Company or such Guarantor;


 


(E)           the
existence of any claim, setoff or other rights which any Guarantor may have at any time against the Company, any other Guarantor,
or the Holders of Guaranteed Obligations, whether in connection herewith or in connection with any unrelated transactions; provided
that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;


 


(F)           (i)
the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity
of any agreement relating thereto or with respect to any collateral securing the Guaranteed Obligations or any part thereof, (ii)
any other invalidity or unenforceability relating to or against the Company or any other Guarantor of any of the Guaranteed Obligations,
for any reason, related to the Private Shelf Agreement or any other Transaction Document, or (iii) any provision of applicable
law decree, order or regulation of any jurisdiction purporting to prohibit the payment by the Company or any Guarantor, or otherwise
affecting any term of any of the Guaranteed Obligations;


 






    3


     


    

 


(G)           the
election by, or on behalf of, any one or more of the Holders of Guaranteed Obligations, in any proceeding instituted under Chapter
11 of Title 11 of the United States Code (11 U.S.C. 101 et seq.) (the “Bankruptcy Code”), of the application
of Section 1111(b)(2) of the Bankruptcy Code;


 


(H)          the
failure of any other Guarantor to sign or become party to this Guaranty or any amendment, change, or reaffirmation hereof; or


 


(I)            any
other act or omission to act or delay of any kind by the Company, any Guarantor or any Holders of Guaranteed Obligations, or any
other circumstance whatsoever which might, but for the provisions of this Section 4, constitute a legal or equitable discharge
of any Guarantor’s obligations hereunder except as provided in Section 5.


 


SECTION
5.      Discharge Only Upon
Payment In Full: Reinstatement In Certain Circumstances. Subject to Section 25, each of the Guarantors’ obligations hereunder
shall remain in full force and effect until all Guaranteed Obligations shall have been paid in full in cash and the Issuance Period
shall have terminated or expired (other than indemnities and other contingent obligations not then due and payable and as to which
no claim has been made). If at any time any payment of the principal of or interest on any Note or any other amount payable by
the Company or any other party under the Private Shelf Agreement or any other Transaction Document (including a payment effected
through exercise of a right of setoff) is rescinded, or is or must be otherwise restored or returned upon the insolvency, bankruptcy
or reorganization of the Company or otherwise (including pursuant to a settlement entered into by a Transaction Party in its discretion),
each of the Guarantors’ obligations hereunder with respect to such payment shall be reinstated as though such payment had
been due but not made at such time.


 


SECTION
6.      General Waivers; Additional
Waivers.


 


(A)          General
Waivers. Each of the Guarantors irrevocably waives notice of acceptance hereof, presentment, demand for performance, notice of
protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any
time any action be taken by any Person against the Company, any other guarantor of the Guaranteed Obligations, or this Guaranty
(except if such notice is specifically required to be given to such Guarantor hereunder or under the Transaction Documents).


 


(B)           Additional
Waivers. Notwithstanding anything herein to the contrary, each of the Guarantors hereby absolutely, unconditionally, knowingly,
and expressly waives:


 


(i)            any
right it may have to revoke this Guaranty as to future indebtedness;


 


(ii)           (a)
notice of any Notes issued or other financial accommodations made or extended under the Transaction Documents or the creation
or existence of any Guaranteed Obligations; (b) notice of the amount of the Guaranteed Obligations, subject, however, to
each Guarantor’s right to make inquiry of the Holders of Guaranteed Obligations to ascertain the amount of the Guaranteed
Obligations at any reasonable time; (c) notice of any adverse change in the financial condition of the Company or of any
other fact that might increase such Guarantor’s risk hereunder; (d) notice of any Default or Event of Default;


 






    4


     


    

 


(iii)           its right, if any, to require the Holders of Guaranteed Obligations to institute suit against, or to exhaust any
rights and remedies which the Holders of Guaranteed Obligations have or may have against, the other Guarantors or any third party;
and each Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that
the Guaranteed Obligations shall have been fully and finally performed and paid) of the other Guarantors or by reason of the cessation
from any cause whatsoever of the liability of the other Guarantors in respect thereof;


 


(iv)          (a) any
rights to assert against the Holders of Guaranteed Obligations any defense (legal or equitable), set-off, counterclaim, or claim
which such Guarantor may now or at any time hereafter have against the other Guarantors or any other party liable to the Holders
of Guaranteed Obligations with respect to the Guaranteed Obligations; (b) any defense, set-off, counterclaim, or claim, of
any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability
of the Guaranteed Obligations or any security therefor; and (c) any defense such Guarantor has to performance hereunder,
and any right such Guarantor has to be exonerated, arising by reason of: the impairment or suspension of the Holders of Guaranteed
Obligations’ rights or remedies against the other Guarantors; the alteration by the Holders of Guaranteed Obligations of
the Guaranteed Obligations; any discharge of the other Guarantors’ obligations to the Holders of Guaranteed Obligations
by operation of law as a result of the Holders of Guaranteed Obligations’ intervention or omission; or the acceptance by
the Holders of Guaranteed Obligations of anything in partial satisfaction of the Guaranteed Obligations; and


 


(v)           any
defense arising by reason of or deriving from (a) any claim or defense based upon an election of remedies by the Holders
of Guaranteed Obligations; or (b) any election by the Holders of Guaranteed Obligations under Section 1111(b) of Title 11
of the United States Code entitled “Bankruptcy”, as now and hereafter in effect (or any successor statute), to limit
the amount of, or any collateral securing, its claim against the Guarantors.


 


SECTION
7.      Subordination of Subrogation;
Subordination of Intercompany Indebtedness.


 


(A)          Subordination of Subrogation. Until the Guaranteed Obligations have been fully and finally performed and paid
in full in cash, the Guarantors (i) shall have no right of subrogation with respect to such Guaranteed Obligations, (ii) waive
any right to enforce any remedy which the Holders of Guaranteed Obligations now have or may hereafter have against the Company
or any Guarantor of all or any part of the Guaranteed Obligations, and (iii) waive any benefit of, and any right to participate
in, any security or collateral given to the Holders of Guaranteed Obligations to secure the payment or performance of all or any
part of the Guaranteed Obligations or any other liability of the Company to the Holders of Guaranteed Obligations. Should any Guarantor
have the right, notwithstanding the foregoing, to exercise its subrogation rights, each Guarantor hereby expressly and irrevocably
(A) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification
or set off with respect to the Guaranteed Obligations that such Guarantor may have to the payment in full in cash of the Guaranteed
Obligations and (B) waives any and all defenses available to a surety, guarantor or accommodation co-obligor until the Guaranteed
Obligations are paid in full in cash. Each Guarantor acknowledges and agrees that this subordination is intended to benefit the
Holders of Guaranteed Obligations and shall not limit or otherwise affect such Guarantor’s liability hereunder or the enforceability
of this Guaranty, and that the Holders of Guaranteed Obligations and their respective successors and assigns are intended third
party beneficiaries of the waivers and agreements set forth in this Section 7(A).


 






    5


     


    

 


(B)           Subordination
of Intercompany Indebtedness. Each Guarantor agrees that any and all claims of such Guarantor against the Company or any other
Guarantor hereunder (each an “Obligor”) with respect to any Intercompany Indebtedness (as hereinafter defined)
shall be subordinate and subject in right of payment to the prior payment, in full and in cash, of all Guaranteed Obligations
(other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made); provided
that, unless otherwise prohibited as otherwise set forth below, such Guarantor may receive payments of principal and interest
from any Obligor with respect to any indebtedness of such Obligor to any Guarantor (“Intercompany Indebtedness”).
Upon acceleration of the Notes pursuant to Section 12.1 of the Private Shelf Agreement, notwithstanding any right of any
Guarantor to ask, demand, sue for, take or receive any payment from any Obligor, all rights, liens and security interests of such
Guarantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated
to the rights of the Holders of Guaranteed Obligations in those assets. Upon acceleration of the Notes pursuant to Section
12.1 of the Private Shelf Agreement, no Guarantor shall have any right to possession of any such asset or to foreclose upon
any such asset, whether by judicial action or otherwise, unless and until all of the Guaranteed Obligations (other than indemnities
and other contingent obligations not then due and payable and as to which no claim has been made) shall have been fully paid and
satisfied (in cash) and the Issuance Period have been terminated. Upon acceleration of the Notes pursuant to Section 12.1
of the Private Shelf Agreement, each Guarantor agrees that until the Guaranteed Obligations (other than indemnities and other
contingent obligations not then due and payable and as to which no claim has been made) have been paid in full (in cash) and satisfied
and the Issuance Period has been terminated, no Guarantor will assign or transfer to any Person (other than the Holders of Guaranteed
Obligations) any claim any such Guarantor has or may have against any Obligor.


 


SECTION
8.      Contribution
with Respect to Guaranteed Obligations.


 


(A)          To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”)
which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the
amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed
Obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s Allocable Amount (as defined below)
(as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors (as
determined immediately prior to the making of such Guarantor Payment), then, following payment in full in cash of the Guaranteed
Obligations (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been
made) and termination of the Facility, such Guarantor shall be entitled to receive contribution and indemnification payments from,
and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts
in effect immediately prior to such Guarantor Payment.


 






    6


     


    

 


(B)           As
of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the excess of the fair saleable
value of the property of such Guarantor over the total liabilities of such Guarantor (including the maximum amount reasonably
expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Guarantor that
is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Guarantors
as of such date in a manner to maximize the amount of such contributions.


 


(C)           This
Section 8 is intended only to define the relative rights of the Guarantors, and nothing set forth in this Section 8
is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the same
shall become due and payable in accordance with the terms of this Guaranty.


 


(D)           The
parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Guarantor
or Guarantors to which such contribution and indemnification is owing.


 


SECTION
9.      Limitation of Guaranty.
Notwithstanding any other provision of this Guaranty, the amount guaranteed by each Guarantor hereunder shall be limited to the
extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy
Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common
law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder pursuant to the preceding
sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such
Guarantor may have under this Guaranty, any other agreement or applicable law shall be taken into account.


 


SECTION
10.    Stay of Acceleration.
If acceleration of the time for payment of any amount payable by the Company under the Private Shelf Agreement,
the Notes, or any other Transaction Document is stayed upon the insolvency, bankruptcy or reorganization of the Company, all such
amounts otherwise subject to acceleration under the terms of the Private Shelf Agreement,
the Notes, or any other Transaction Document shall nonetheless be payable by each of the Guarantors hereunder forthwith on demand
by any holder or holders of Notes at the time outstanding, to the extent such amount is payable to such holder.


 






    7


     


    

 


SECTION
11.    Notices.
All notices, requests and other communications to any party hereunder shall be given in the manner prescribed in Section 19
of the Private Shelf Agreement with respect to Prudential, at its notice address therein,
with respect to any holder of any Note, at the address specified therein, and with respect to any Guarantor, in care of the Company
at the address of the Company set forth in the Private Shelf Agreement or such other address
or telecopy number as such party may hereafter specify to the Company in writing.


 


SECTION
12.     No Waivers.
No failure or delay by any Holder of Guaranteed Obligations in exercising any right, power or privilege hereunder shall operate
as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies provided in this Guaranty, the Private Shelf Agreement
and the other Transaction Documents shall be cumulative and not exclusive of any rights or remedies provided by law.


 


SECTION
13.    Successors
and Assigns. This Guaranty shall be enforceable by and is for the benefit of the Holders of Guaranteed Obligations and their
respective successors and permitted assigns; it being understood and agreed that in the event that the Holders of Guaranteed Obligations
assign or transfer all or a portion of their respective rights and obligations under Section 23.1 of the Private Shelf
Agreement, then the rights hereunder, to the extent applicable to the rights and obligations so
assigned, may be transferred with such rights and obligations. This Guaranty shall be binding upon each of the Guarantors and
their respective successors and assigns; provided, that no Guarantor shall have any right to assign its rights or obligations
hereunder without the consent of all of the Required Holders, except as otherwise permitted pursuant to the Private Shelf
Agreement, and any such assignment in violation of this Section 13 shall be null and void.


 


SECTION
14.    Changes in Writing. Other than in connection
with the addition of additional Guarantors, which become parties hereto by executing a Joinder, neither this Guaranty nor any provision
hereof may be changed, waived, discharged or terminated orally, but only in writing signed by each of the Guarantors and the Required
Holders.


 


SECTION
15.     GOVERNING LAW. THIS GUARANTY SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 






    8


     


    

 


SECTION
16.     CONSENT TO JURISDICTION; SERVICE OF PROCESS;
JURY TRIAL; IMMUNITY.


 


(A)          EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION
OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN
DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY TRANSACTION
DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE
EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
NOTHING IN THIS GUARANTY OR ANY OTHER TRANSACTION DOCUMENT SHALL AFFECT ANY RIGHT THAT PRUDENTIAL, ANY PURCHASER OR ANY HOLDER
MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS Guaranty OR
ANY OTHER TRANSACTION DOCUMENT AGAINST ANY TRANSACTION PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


(B)          EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY, ANY OTHER TRANSACTION DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


SECTION
17.    No Strict Construction. The parties hereto
have participated jointly in the negotiation and drafting of this Guaranty. In the event an ambiguity or question of intent or
interpretation arises, this Guaranty shall be construed as if drafted jointly by the parties hereto and no presumption or burden
of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Guaranty.


 


SECTION
18.     Taxes, Expenses of Enforcement, etc.


 


(A)            
Taxes. Any and all payments by or on account of any obligation of any Guarantor under this Guaranty shall
be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined
in the good faith discretion of the applicable Guarantor) requires the deduction or withholding of any Tax from any such payment
by such Guarantor, then the applicable Guarantor shall be entitled to make such deduction or withholding and shall timely pay the
full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.


 






    9


     


    

 


(B)            Expenses of Enforcement, Etc. The Guarantors agree to reimburse each Holder
of Guaranteed Obligations for all reasonable and documented out-of-pocket expenses incurred by each such Holder of Guaranteed Obligations,
in accordance with Section 16.1 of the Private Shelf Agreement.


 


SECTION
19.    Setoff. At
any time after all or any part of the Guaranteed Obligations have become due and payable (by acceleration or otherwise), each Holder
of Guaranteed Obligations may, without notice to any Guarantor and regardless of the acceptance of any security or collateral for
the payment hereof, appropriate and apply in accordance with the terms of the Private Shelf Agreement
toward the payment of all or any part of the Guaranteed Obligations: (i) any indebtedness due from such Holder of Guaranteed
Obligations to any Guarantor, and (ii) any moneys, credits or other property belonging to any Guarantor, at any time held
by or coming into the possession of such Holder of Guaranteed Obligations or any of their respective affiliates.


 


SECTION
20.    Financial Information. Each Guarantor hereby
assumes responsibility for keeping itself informed of the financial condition of the Company, and of all other circumstances bearing
upon the risk of nonpayment of the Guaranteed Obligations, or any part thereof, that diligent inquiry would reveal, and each Guarantor
hereby agrees that none of the Holders of Guaranteed Obligations shall have any duty to advise such Guarantor of information known
to any of them regarding such condition or any such circumstances. In the event any Holder of Guaranteed Obligations, in its sole
discretion, undertakes at any time or from time to time to provide any such information to a Guarantor, such Holder of Guaranteed
Obligations shall be under no obligation (i) to undertake any investigation not a part of its regular business routine, (ii) to
disclose any information which such Holder of Guaranteed Obligations, pursuant to accepted or reasonable commercial finance or
banking practices, wishes to maintain confidential or (iii) to make any other or future disclosures of such information or
any other information to such Guarantor.


 


SECTION
21.    Severability. Wherever possible, each provision
of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of
this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition
or invalidity without invalidating the remainder of such provision or the remaining provisions of this Guaranty.


 


SECTION
22.    Merger. This Guaranty represents the final
agreement of each of the Guarantors with respect to the matters contained herein and may not be contradicted by evidence of prior
or contemporaneous agreements, or subsequent oral agreements, between the Guarantor and any Holder of Guaranteed Obligations.


 


SECTION
23.    Headings. Section headings in this Guaranty
are for convenience of reference only and shall not govern the interpretation of any provision of this Guaranty.


 






    10


     


    

 


SECTION
24.    Obligation to Make Payment in the Applicable
Currency. Any payment on account of an amount that is payable hereunder or under the Private Shelf Agreement or the Notes in
the Applicable Currency which is made to or for the account of any Holder of the Guaranteed Obligations in any other currency,
whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of
any Guarantor, shall constitute a discharge of the obligation of such Guarantor under this Guaranty only to the extent of the amount
of the Applicable Currency which such Holder of the Guaranteed Obligations could purchase in the foreign exchange markets in London,
England, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing
on the London Banking Day following receipt of the payment first referred to above. If the amount of the Applicable Currency that
could be so purchased is less than the amount of the Applicable Currency originally due to such Holder of the Guaranteed Obligations,
each Guarantor agrees to the fullest extent permitted by law, to indemnify and save harmless such Holder of the Guaranteed Obligations
from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall, to the fullest extent
permitted by law, constitute an obligation separate and independent from the other obligations contained in this Guaranty, shall
give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by such Holder of the
Guaranteed Obligations from time to time and shall continue in full force and effect notwithstanding any judgment or order for
a liquidated sum in respect of an amount due hereunder or under the Notes or under any judgment or order. As used herein the term
“London Banking Day” shall mean any day other than Saturday or Sunday or a day on which commercial banks are required
or authorized by law to be closed in London, England.


 


SECTION
25.    Termination of
Guaranty. The obligations of any Guarantor under this Guaranty shall terminate in accordance with Section 9.8(d) of the Private
Shelf Agreement.


 


Remainder of Page Intentionally Blank.


 






    11


     


    

 


IN WITNESS WHEREOF,
each of the Initial Guarantors has caused this Guaranty to be duly executed by its authorized officer as of the day and year first
above written.


 


	 	[GUARANTORS]
	 	 	 
	 	By:	
	 	Name:	
	 	Title:	




  



    12


     


    




 


ANNEX I TO GUARANTY


 


Reference is hereby made
to the Guaranty, made as of [_______ __, ____], (as amended, amended and restated, renewed, extended, supplemented or otherwise
modified from time to time, the “Guaranty”), by and among the Initial Guarantors and the additional Guarantors
party thereto from time to time in favor of the Holders of Guaranteed Obligations. Capitalized terms used herein and not defined
herein shall have the meanings given to them in the Guaranty. By its execution below, the undersigned [NAME OF NEW GUARANTOR],
a [state of organization] [corporation] [partnership] [limited liability company] (the “New Guarantor”), agrees
to become, and does hereby become, a Guarantor under the Guaranty and agrees to be bound by such Guaranty as if originally a party
thereto. By its execution below, the undersigned represents and warrants as to itself that all of the representations and warranties
contained in Section 2 of the Guaranty are true and correct in all respects as of the date hereof.


 


IN WITNESS WHEREOF, New
Guarantor has executed and delivered this Joinder to the Guaranty as of this __________ day of _________, 20___.


 


			[NAME OF NEW GUARANTOR]



 


	By:	 	



 






    13


     


    







 


EXHIBIT 4.5(c)


 


[FORM OF]


 


CONFIRMATION OF GUARANTY AGREEMENT


 


THIS CONFIRMATION OF
GUARANTY AGREEMENT (this “Confirmation”) is entered into by each of the undersigned (which parties are hereinafter
each referred to individually as a “Guarantor” and collectively as the “Guarantors”) in favor
of the Series __ Purchasers (as defined below) and the other Holders of the Guaranteed Obligations.


 


WHEREAS, Hillenbrand,
Inc., an Indiana corporation (the “Company”), on the one hand, and PGIM, Inc. (“Prudential”)
and each Prudential Affiliate which becomes party thereto, on the other hand, have entered into that certain Private Shelf Agreement
dated as of December 6, 2012 (as the same may be amended, modified, supplemented and/or restated, and as in effect from time to
time, the “Private Shelf Agreement”), providing, subject to the terms and conditions thereof, for the Company
to sell its senior promissory notes from time to time (as amended, restated, supplemented or otherwise modified from time to time,
the “Notes,” such term to include any such notes issued in substitution thereof pursuant to Section 14 of the
Private Shelf Agreement); and


 


WHEREAS, the Guarantors
have guaranteed the obligations of the Company under the Private Shelf Agreement and the Notes pursuant to that certain Guaranty,
dated as of _________ __, ____ (as amended, supplemented, restated or otherwise modified from time to time, the “Guaranty”;
capitalized terms used herein and not otherwise defined shall have the meanings given therein), made by the Guarantors in favor
of the Holders of the Guaranteed Obligations; and


 


WHEREAS, pursuant
to that certain Request for Purchase dated as of _____________ and that certain Confirmation of Acceptance dated as of _______________,
the Company will issue and certain Prudential Affiliates (the “Series ___ Purchasers”) will purchase, as a Series
of the Notes, the Company’s ______% Series _____ Senior Notes Due _____ (the “Series _____ Notes”); and


 


WHEREAS, the Private
Shelf Agreement requires as a condition to the effectiveness of the Series ___ Purchasers’ obligation to purchase the Series
____ Notes that each of the Guarantors execute and deliver this Confirmation and reaffirm that the Guaranty secures and guarantees
the liabilities and obligations of the Company under the Series ____ Notes.


 


Now,
Therefore, in order to induce, and in consideration of, the purchase of the Series ____ Notes by the Series ___ Purchasers,
each Guarantor hereby covenants and agrees with, and represents and warrants to, each of the Series ___ Purchasers and each holder
from time to time as follows:


 


EXHIBIT
4.5(c)









     


     


    

 


1.             Confirmation.
Each Guarantor hereby ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under the
Guaranty, and confirms and agrees that each reference in the Guaranty to the Guaranteed Obligations is construed to hereafter include
all indebtedness, obligations and liabilities of the Company in connection with or pursuant to the Series ____ Notes. Each Guarantor
acknowledges, confirms and agrees that the Guaranty remains in full force and effect and is hereby ratified and confirmed in all
respects. Each Guarantor acknowledges and confirms, as of the date hereof, all waivers in the Guaranty. Without limiting the generality
of the foregoing, each Guarantor hereby acknowledges and confirms that it intends that the Guaranty will continue to guarantee,
to the fullest extent provided thereby, the payment and performance of all Guaranteed Obligations, including, without limitation,
the payment and performance of the Series _____ Notes.


 


2.             Successors
and Assigns. All covenants and other agreements contained in this Confirmation by or on behalf of any of the parties hereto
bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder)
whether so expressed or not; provided, that no Guarantor shall have any right to assign its rights or obligations hereunder
without the consent of all of the Required Holders, except as otherwise permitted pursuant to the Private Shelf Agreement, and
any such assignment in violation of this Section 2 shall be null and void.


 


3.             No
Waiver. The execution of this Confirmation shall not operate as a novation, waiver of any right, power or remedy of any holder,
nor constitute a waiver of any provision of the Private Shelf Agreement or any Note.


 


4.             Governing
Law. This Confirmation shall be construed in accordance with and governed by the law of the State of New York.


 


5.             Severability.
Wherever possible, each provision of this Confirmation shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Confirmation shall be prohibited by or invalid under such law, such provision shall be ineffective
to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions
of this Confirmation.


 


6.             Counterparts;
Facsimile Signatures. This Confirmation may be executed in any number of counterparts (or counterpart signature pages),
each of which counterparts shall be an original, but all of which together shall constitute one instrument. Delivery of an executed
counterpart of a signature page to this Confirmation by facsimile or electronic transmission shall be effective as delivery of
a manually executed counterpart of this Confirmation.


 


7.             Headings.
Section headings in this Confirmation are for convenience of reference only and shall not govern the interpretation of any provision
of this Confirmation.


 


8.             Authorization.
Each Guarantor is duly authorized to execute and deliver this Confirmation, and to perform its obligations under the Guaranty.


 






    2


     


    

 


IN WITNESS WHEREOF,
this Confirmation has been duly executed and delivered as of the date first above written.


 


			[Insert Guarantors]



 


 


	 	By:	 	 
	 	 	 	 
	 	By:	 	 
	 		Name:	 
	 		Title:	 




 


 



    3


     


    







 


EXHIBIT 21


 


[Form of]



Agreement Regarding Confidentiality



[Date]


 


Reference is made to
that certain Private Shelf Agreement dated as of December 6, 2012 (the “Private Shelf Agreement”) between Hillenbrand,
Inc., on one hand, and PGIM, Inc. and each Prudential Affiliate which becomes a party thereto, on the other hand. In accordance
with Section 21 of the Private Shelf Agreement, a copy of which is attached hereto, the undersigned agrees to be bound by the provisions
of such Section 21 of the Private Shelf Agreement to the same extent and with the same effect as if the undersigned were an original
signatory thereto. The Company is hereby made an express third party beneficiary of this letter agreement and the Company may enforce
the terms of this letter agreement and Section 21 of the Private Shelf Agreement against the undersigned as if the Company were
a party to this letter agreement. Please acknowledge your agreement with the foregoing by signing in the space provided below.


 


			Very truly yours,



 


[Prudential Entity]


 


		By:	
	 	 	Vice President




 


	Agreed and Acknowledged:	 
	 	 	 
	Name of Company:	 	 






	By:	 	 
	Title:	 	 
	 	 	 



 


EXHIBIT
21






     


     


    




 


SCHEDULE
5.4


 


Subsidiaries
of the Company and Ownership of Subsidiary Stock


 


All subsidiaries are wholly-owned Indiana
entities, unless otherwise noted.


 


Batesville Services, Inc.


Process Equipment Group, Inc., a New Jersey
corporation


Batesville Casket Company, Inc.


Batesville Interactive, Inc.


Batesville Logistics, Inc.


Batesville Manufacturing, Inc.


Batesville Casket de Mexico, S.A. de C.V.,
a Mexican corporation


Acorn Development Group, Inc.


BCC JAWACDAH Holdings, LLC


BV Acquisition, Inc.


HMIS, Inc., a New Hampshire corporation


The Forethought Group, Inc.


MCP, Inc.


WCP, Inc.


Hillenbrand International Holding Corporation


NorthStar Industries, LLC


Hillenbrand Luxembourg S.à.r.l.,
a Luxembourg company


Batesville Holding UK, Ltd, a United Kingdom
corporation


Hillenbrand Switzerland GmbH, a Swiss limited
liability company


Green Tree Manufacturing, LLC


Modern Wood Products, LLC


K-Tron (Schweiz) GmbH, a Swiss limited
liability company


Batesville Canada, Ltd., a Canadian corporation


Batesville Casket UK, Ltd., a United Kingdom
corporation


Industrias Arga, S.A. de C.V., a Mexican
corporation


Global Products Co., S.A. de C.V., a Mexican
corporation


NADCO, S.A. de C.V., a Mexican corporation


K-Tron Investment Co., a Delaware corporation


K-Tron Technologies, Inc., a Delaware corporation


Rotex Global, LLC, a Delaware limited liability
company


Gundlach Equipment Corporation, a Delaware
corporation


K-Tron America, Inc., a Delaware corporation


Pennsylvania Crusher Corporation, a Delaware
corporation


Premier Pneumatics, Inc., a Delaware corporation


BC Canada Company, ULC, a Nova Scotia Unlimited
Liability Corporation


HIE Heavy Industrial Equipment (Beijing)
Co., Ltd., a Chinese FICE


K-Tron Asia PTE Ltd, a Singapore corporation


K-Tron China Limited, a Hong Kong corporation


K-Tron Deutschland GmbH, a German limited
liability company


K-Tron Great Britain Ltd, a UK corporation


K-Tron (Shanghai) Co Ltd, a Chinese FICE


K-Tron France S.à.r.l., a French
company


PEG Process Equipment India, LLP, an Indian
Partnership


 


SCHEDULE
5.4









     


     


    

 


Rotex Global (Hong Kong) Ltd., a Hong Kong
corporation


Rotex Europe Ltd., a UK corporation


Wuxi K-Tron Colormax Machinery Co., Ltd.,
a Chinese WFOE


WUXI Process Equipment Manufacturing Co.,
Ltd., a Chinese WFOE


K-Tron Colormax Ltd, a UK corporation


K-Tron PCS Ltd, a UK corporation


Jeffrey Rader Corporation, a Delaware corporation


Jeffrey Rader AB, a Swedish corporation


RC II Inc., a Georgia corporation


Jeffrey Rader Canada Company, a Canadian
company


Rotex Japan Limited, a UK corporation


 


Coperion Corporation, a Delaware corporation


Hillenbrand Europe, LLC, a Delaware Limited
Liability Company


Hillenbrand Germany Finance LLC & Co.
KG, a German partnership


Hillenbrand Germany Holding GmbH, a German
limited liability company


Coperion Capital GmbH, a German limited
liability company


Coperion GmbH, a German limited liability
company


Coperion N.V., a Belgium company


Coperion AB., a Swedish company


Coperion Ltd., a UK company


Coperion S.a.r.l., a French company


000 “Coperion”, a Russian company


Coperion S.L., a Spanish company


Coperion Ltda., a Brazilian company


Coperion Pte, a Singapore company


Coperion Machinery & Systems (Shanghai)
Co. Ltd., a Chinese company


Coperion International Trading (Shanghai)
Co. Ltd., a Chinese company


Coperion (Nanjing) Machinery Co., Ltd.,
a Chinese company


Coperion K.K., a Japanese company


Coperion S.r.l., an Italian company


 


Joint Ventures


 


Coperion Ideal Pte. Ltd., New Delhi, India
– 51% owned by Coperion GmbH


 


Coperion Middle East Co. Ltd., Juball,
Saudia Arabia; 51% owned by Coperion GmbH


 


PELL-TEC, Pelletizing Technology GmbH,
Niedernberg, Germany – 51% owned by Coperion GmbH


 






    2


     


    

 


Directors
and Senior Officers


 


		Directors	



 


Kenneth A. Camp


Edward B. Cloues, II


Helen W. Cornell


Mark C. DeLuzio


James A. Henderson


W August Hillenbrand


Ray J. Hillenbrand


Thomas H. Johnson


F. Joseph Loughrey


Eduardo R. Menascé


Neil S. Novich


Stuart A. Taylor, II


 


Senior
officers


 


Kenneth A. Camp, President and Chief Executive
Officer


Cynthia L. Lucchese, Senior Vice President
and Chief Financial Officer


Joe A. Raver, Senior Vice President


Elizabeth E. Dreyer, Vice President, Controller
and Chief Accounting Officer


Kimberly K. Dennis, Senior Vice President


Paul Douglas Wilson, Senior Vice President,
Chief Administrative Officer


John R. Zerkle, Senior Vice President, General
Counsel and Secretary


Diane R. Bohman, Vice President, Corporate
Strategy


Scott P. George, Senior Vice President, New
Business Development


Jan M. Santerre, Vice President, Lean Business


 


Subsidiary
Guarantors under Primary Credit Facility


 


Batesville Services, Inc.


Process Equipment Group, Inc.


Batesville Casket Company, Inc.


Batesville Manufacturing, Inc.


Gundlach Equipment Corporation


K-Tron America, Inc.


Pennsylvania Crusher Corporation


K-Tron Investment Co.


Rotex Global, LLC


 






    3


     


    

 


SCHEDULE
10.1


 


Existing
Liens


 


Restricted cash:


 


	
         

        Entity
	
        Amount  

        (USD equivalent)
	
         

        Bank
	
         

        Location

	
        Jeffrey Rader AB
	$0.7m	
        Handelsbanken
	
        Sweden



 


SCHEDULE
10.1






     


     


    




 


SCHEDULE
10.3




Existing Indebtedness


 


	Description	 	Interest Rate	 	Maturity	 	Amount
	 	 		 		 	
	Senior Unsecured Notes, issued pursuant to the Indenture between Hillenbrand, Inc. and
                                                                                                                          U.S. Bank National Association as trustee, dated as of July 9, 2010 and that certain Supplemental Indenture, dated as of
                                                                                                                          January 10, 2013 by and among Hillenbrand, Inc, Batesville Casket Company, Inc., Batesville Manufacturing, Inc., Batesville
                                                                                                                          Services, Inc., Coperion Corporation, K-Tron Investment Co., Terrasource Global Corporation, Process Equipment Group, Inc.,
                                                                                                                          Rotex Global, LLC, and U.S. Bank National Association, as trustee and that certain Supplemental Indenture No. 2, dated as of
                                                                                                                          April 16, 2016, by and among Hillenbrand, Inc., Red Valve Company, Inc. and U.S. Bank National Association, as trustee.


	 	5.50% (coupon)	 	7/15/20	 	

                                                                                $150,000,000

(face value)








 


Other Agreements:


 


Indebtedness incurred pursuant to the Syndicated
L/G Facility Agreement dated as of March 8, 2018, by and among Hillenbrand, Inc., and certain of its subsidiaries, and Commerzbank
Aktiengesellschaft, as arranger and lender, and various other lenders named therein, as amended, restated, amended and restated,
supplemented or otherwise modified, from time to time.





 


SCHEDULE
10.3