Exhibit 10.2


 











AMENDMENT NO. 2 TO MASTER FRAMEWORK
AGREEMENT


 


This AMENDMENT NO.
2 TO MASTER FRAMEWORK AGREEMENT (this “Amendment”), is made and entered into as of April 27, 2020 (the
“Amendment Date”), by and among each of:


 


MUFG Bank,
Ltd., a Japanese banking corporation (“MUFG”), as buyer (“Buyer”);


 


Hill-Rom Company,
Inc., an Indiana corporation (“Hill-Rom Company”), Hill-Rom Manufacturing, Inc., an Indiana corporation
(“Hill-Rom Manufacturing”), and each Additional Seller from time to time party hereto, as sellers (each,
a “Seller” and, collectively, the “Sellers”);


 


Hill-Rom Company,
as agent for the Sellers (in such capacity, “Sellers’ Agent”); and


 


solely for
purposes of Section 4.5 of this Amendment, Hill-Rom Holdings, Inc., an Indiana corporation, as guarantor (“Guarantor”),


 


and amends that certain
Master Framework Agreement dated as of May 4, 2018, by and among Buyer, Sellers’ Agent and the Sellers, as amended by Amendment
No. 1 thereto dated as of May 3, 2019 (the “Framework Agreement” and, as amended hereby, the “Amended
Framework Agreement”). Each of Buyer, Sellers’ Agent and each Seller may also be referred to herein individually
as a “Party”, and collectively as the “Parties”.


 


RECITALS


 


WHEREAS, the Parties
entered into the Framework Agreement and certain other Transaction Agreements for the purpose of providing the Sellers with a facility
under which Buyer will enter into certain sale and repurchase agreements with each Seller with respect to their respective Seller
Notes;


 


WHEREAS, Guarantor
entered into the Guaranty in favor of Buyer and the other Beneficiaries (as defined in the Guaranty) pursuant to which Guarantor
guaranteed the payment and performance of all obligations, liabilities and indebtedness owed by Sellers’ Agent and the Sellers
under the Transaction Agreements; and


 


WHEREAS, the Parties
now wish to extend the Facility Term and amend certain other provisions of the Framework Agreement.


 


agreement


 


NOW, THEREFORE, in
consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged and confirmed, the Parties and, solely for purposes of Section 4.5
of this Amendment, Guarantor agree as follows:


 



    	 		 



    	 



    




 


1.       Interpretation.


 


1.1       Definitions.
All capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Framework Agreement (including
Schedule 1 thereto).


 


1.2       Construction.
The rules of construction set forth in Section 1.2 of the Framework Agreement shall apply to this Amendment.


 


2.       Amendments.


 


The Framework Agreement
is hereby amended, effective from and after the Amendment Date, as follows:


 


2.1       Schedule
1 to the Framework Agreement is hereby amended by inserting each of the following new definitions in alphabetical order:


 


“Adjusted
LIBOR” means, with respect to any Transaction Period, the interest rate per annum determined by Buyer by dividing
(the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the Intercontinental Exchange
Benchmark Administration Ltd. (or the successor thereto if it is no longer making such rates available) LIBOR Rate (“ICE
LIBOR”), as published by Reuters (currently Reuters LIBOR01 page) (or any other commercially available source providing
quotations of ICE LIBOR as designated by Buyer from time to time) at approximately 11:00 a.m. (London, England time) for deposits
in U.S. Dollars with a duration comparable to such Transaction Period on the second London Banking Day preceding the first day
of such Transaction Period (or if a rate cannot be determined under the foregoing, an interest rate per annum equal to the average
(rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) of the interest rates per annum at which deposits in U.S.
Dollars with a duration comparable to such Transaction Period in a principal amount substantially equal to the Purchase Price for
the applicable Transaction outstanding during such Transaction Period are offered to the principal London office of Buyer by three
London banks, selected by Buyer in good faith, at approximately 11:00 a.m. (London, England time) on the second London Banking
Day preceding the first day of such Transaction Period), by (ii) a number equal to 1.00 minus the Euro-Rate Reserve Percentage.
The calculation of Adjusted LIBOR may also be expressed by the following formula:


 


ICE LIBOR
or appropriate successor


Adjusted
LIBOR =
                                                                            


 


1.00 - Euro-Rate
Reserve Percentage


 


Adjusted LIBOR
shall be adjusted on the effective date of any change in the Euro-Rate Reserve Percentage as of such effective date. Buyer shall
give prompt notice to Agent of Adjusted LIBOR as determined or adjusted in accordance herewith (which determination shall be conclusive
absent manifest error). Notwithstanding the foregoing, if Adjusted LIBOR as determined herein would be less than zero (0.00), such
rate shall be deemed to be zero percent (0.00%) for purposes of this Agreement.


 



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“Benchmark
Replacement” means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected
by Buyer and the Sellers giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism
for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining
a rate of interest as a replacement to Adjusted LIBOR for U.S. Dollar-denominated syndicated credit facilities and (b) the Benchmark
Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero, the
Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of Adjusted LIBOR with an Unadjusted Benchmark Replacement
for each applicable Transaction Period, the spread adjustment, or method for calculating or determining such spread adjustment,
(which may be a positive or negative value or zero) that has been selected by Buyer and the Sellers giving due consideration to
(i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for
the replacement of Adjusted LIBOR with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (ii)
any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining
such spread adjustment, for the replacement of Adjusted LIBOR with the applicable Unadjusted Benchmark Replacement for U.S. Dollar-denominated
syndicated credit facilities at such time.


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or
operational changes (including changes to the timing and frequency of determining rates and other administrative matters) that
Buyer decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration
thereof by Buyer in a manner substantially consistent with market practice (or, if Buyer decides that adoption of any portion of
such market practice is not administratively feasible or if Buyer determines that no market practice for the administration of
the Benchmark Replacement exists, in such other manner of administration as Buyer decides is reasonably necessary in connection
with the administration of this Agreement).


 


“Benchmark
Replacement Date” means the earlier to occur of the following events with respect to ICE LIBOR:


 


(1) in the
case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public
statement or publication of information referenced therein and (b) the date on which the administrator of ICE LIBOR permanently
or indefinitely ceases to provide ICE LIBOR; or


 


(2) in the
case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication
of information referenced therein.


 



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“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to Adjusted LIBOR:


 


(1) a public
statement or publication of information by or on behalf of the administrator of ICE LIBOR announcing that such administrator has
ceased or will cease to provide ICE LIBOR, permanently or indefinitely, provided that, at the time of such statement or publication,
there is no successor administrator that will continue to provide ICE LIBOR;


 


(2) a public
statement or publication of information by the regulatory supervisor for the administrator of ICE LIBOR, the U.S. Federal Reserve
System, an insolvency official with jurisdiction over the administrator for ICE LIBOR, a resolution authority with jurisdiction
over the administrator for ICE LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator
for ICE LIBOR, which states that the administrator of ICE LIBOR has ceased or will cease to provide ICE LIBOR permanently or indefinitely,
provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide
ICE LIBOR; or


 


(3) a public
statement or publication of information by the regulatory supervisor for the administrator of ICE LIBOR announcing that ICE LIBOR
is no longer representative.


 


“Benchmark
Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark
Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective
event, the 90th day prior to the expected date of such event as of such public statement or publication of information
(or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such
statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by Buyer by notice to the Sellers.


 


“Benchmark
Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred
with respect to ICE LIBOR and solely to the extent that ICE LIBOR has not been replaced with a Benchmark Replacement, the period
(x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced
ICE LIBOR for all purposes hereunder in accordance with Section 4.5 and (y) ending at the time that a Benchmark Replacement has
replaced ICE LIBOR for all purposes hereunder pursuant to Section 4.5.


 


“Compliance
Certificate” has the meaning given to such term in the Credit Agreement.


 


“Credit
Agreement Agent” has the meaning given to the term “Administrative Agent” in the Credit Agreement.


 


“Early
Opt-in Election” means the occurrence of:


 





(1) a determination
by Buyer that U.S. Dollar-denominated syndicated credit facilities being executed at such time, or that include language similar
to that contained in Section 4.5, are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest
rate to replace ICE LIBOR, and


 



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(2) the election
by Buyer to declare that an Early Opt-in Election has occurred and the provision by Buyer of written notice of such election to
the Sellers.


 


For the avoidance
of doubt, an Early Opt-in Election shall only be successful if agreed to by the Sellers as set forth in Section 4.5.


 


“Euro-Rate
Reserve Percentage” means, as of any date of determination, the maximum effective percentage in effect on such day
as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements
(including without limitation, supplemental, marginal, and emergency reserve requirements) with respect to eurocurrency funding
(currently referred to as “Eurocurrency Liabilities”).


 


“Federal
Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,
or any successor source.


 


“Federal
Reserve Board” means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its
principal functions.


 


“ICE
LIBOR” has the meaning set forth in the definition of Adjusted LIBOR.


 


“London
Banking Day” means any day on which commercial banks are open for general business (including dealings in foreign
exchange and foreign currency deposits) in the city of London, England.


 


“Relevant
Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.


 


“SOFR”
with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York,
as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.


 


“Term
SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental
Body.


 


“Unadjusted
Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.


 



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2.2       The
definition of Credit Agreement in Schedule 1 to the Framework Agreement is hereby deleted in its entirety and replaced with the
following:


 


“Credit
Agreement” means that certain Credit Agreement, dated as of August 30, 2019, among Guarantor, as lead borrower, Welch
Allyn, Inc., as co-borrower, the other borrowers from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative
agent and collateral agent, Fifth Third Bank and The Bank of Nova Scotia, as co-syndication agents, and Capital One, National Association,
Goldman Sachs Bank USA, TD Bank, N.A., and Citibank, N.A., as co-documentation agents, and each lender from time to time party
thereto, as amended, restated, waived, refinanced, or otherwise modified and in effect from time to time.


 


2.3       The
definition of Fee Letter in Schedule 1 to the Framework Agreement is hereby amended by deleting the words “May 3, 2019”
appearing therein and replacing them with “May 1, 2020”.


 


2.4       The
definition of Scheduled Facility Expiration Date in Schedule 1 to the Framework Agreement is hereby amended by deleting the words
“May 1, 2020” appearing therein and replacing them with “April 26, 2021”.


 


2.5       Article
4 of the Framework Agreement is amended by inserting the following at the end thereof as a new Section 4.5:


 


4.5       
Effect of Benchmark Transition Event


 


(a)Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Transaction Agreement, upon the occurrence of
a Benchmark Transition Event or an Early Opt-in Election, as applicable, Buyer and the Sellers may amend this Agreement to replace
Adjusted LIBOR with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective
at 5:00 p.m. on the fifth (5th) Business Day after Buyer has delivered such proposed amendment to the Sellers so long as Buyer
has not received, by such time, written notice of objection to such amendment from the Sellers. Any such amendment with respect
to an Early Opt-in Election will become effective on the date that the Sellers have delivered to Buyer written notice that such
Sellers accept such amendment. No replacement of Adjusted LIBOR with a Benchmark Replacement pursuant to this Section 4.5 will
occur prior to the applicable Benchmark Transition Start Date.


 


(b)       Benchmark
Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, Buyer will have the right
to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any
other Transaction Agreement (including any Master Repurchase Agreement), any amendments implementing such Benchmark Replacement
Conforming Changes will become effective without any further action or consent of any other party to this Agreement.


 



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(c)       Notices;
Standards for Decisions and Determinations. Buyer will promptly notify the Sellers of (i) any occurrence of a Benchmark Transition
Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date,
(ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and
(iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be
made by Buyer pursuant to this Section 4.5, including any determination with respect to a tenor, rate or adjustment or of the occurrence
or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive
and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto,
except, in each case, as expressly required pursuant to this Section 4.5.


 


(d)       Benchmark
Unavailability Period. Upon the Sellers’ receipt of notice of the commencement of a Benchmark Unavailability Period,
the Sellers may revoke any Transaction Notice with respect to any Transaction to be entered into during any Benchmark Unavailability
Period. For purposes of any Transaction entered into during any Benchmark Unavailability Period, Buyer’s actual cost of funds
shall be used instead of Adjusted LIBOR in determining the Pricing Rate for such Transaction.


 


2.6       Section
5.1(p) of the Framework Agreement is hereby amended by deleting each reference to “December 31, 2017” appearing therein
and replacing each such reference with “December 31, 2019”.


 


2.7       Section
5.3(q) of the Framework Agreement is hereby amended by adding the following to the end thereof: “Each Seller shall also deliver
(or cause to be delivered) to Buyer, concurrently with the delivery thereof to the Credit Agreement Agent, copies of each Compliance
Certificate delivered (or required to be delivered) to the Credit Agreement Agent pursuant to the terms of the Credit Agreement.”


 


3.       Representations,
Warranties, Undertakings and Agreements.


 


3.1       Sellers.
In entering into this Amendment, each Seller hereby makes or repeats (as applicable) to Buyer as of the Amendment Date (or, to
the extent expressly relating to a specific prior date, as of such prior date) the representations and warranties set forth in
the Framework Agreement and each other Transaction Agreement to which such Seller is a party, and such representations and warranties
shall be deemed to include this Amendment. Each Seller further represents that it has complied in all material respects with all
covenants and agreements applicable to it under the Framework Agreement and each of the other Transaction Agreements to which it
is a party.


 


3.2       Certain
Buyer Acknowledgements. Buyer hereby acknowledges that it has received notice of the substantially concurrent amendments to
the Securitization Facility Documents, to be effective on or about the date hereof (the “Securitization Facility Amendments”),
in accordance with Section 5.3(r) of the Framework Agreement, and has not elected to terminate the Facility Term pursuant to the
definition of “Facility Expiration Date”. Buyer agrees that, notwithstanding Section 5.3(h) of the Framework Agreement,
any extension, amendment or other modification of any Seller Note pursuant to the Securitization Facility Amendment shall not constitute
a breach or other violation of such Section 5.3(h).


 



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4.       Miscellaneous.


 


4.1       Counterparts.
This Amendment may be executed by the Parties on any number of separate counterparts, by facsimile or email, and all of those counterparts
taken together will be deemed to constitute one and the same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signatures are physically attached to the same document. A facsimile
or portable document format (“.pdf”) signature page will constitute an original for the purposes of this Section 4.1.


 


4.2       Replacement
Fee Letter. The Parties acknowledge and agree that, in connection with this Amendment and as a condition to the effectiveness
hereof, Buyer and the Sellers are entering into a replacement Fee Letter Agreement, dated as of the Amendment Date (the “Replacement
Fee Letter”), which shall constitute a Transaction Agreement under the Amended Framework Agreement and shall in all
respects replace and supersede the prior Fee Letter Agreement entered into among Buyer and the Sellers on the First Amendment Effective
Date (the “Prior Fee Letter”). The Parties further acknowledge and agree that, effective from and after
the Amendment Date, the Prior Fee Letter shall be terminated and have no further force or effect, and as reflected in Section 2.1
of this Amendment, all references in the Framework Agreement and the other Transaction Agreements to the Fee Letter shall be deemed
references to the Replacement Fee Letter.


 


4.3       Amendments
to Master Repurchase Agreements. The Parties acknowledge and agree that, in connection with this Amendment and as a condition
to the effectiveness hereof, Buyer and the applicable Sellers are entering into (i) that certain Amendment No. 1 to Hill-Rom Company
Master Repurchase Agreement dated as of the Amendment Date (the “HRC MRA Amendment”) and (ii) Amendment
No. 1 to Hill-Rom Manufacturing Master Repurchase Agreement dated as of the Amendment Date (the “HRM MRA Amendment”
and, together the HRC MRA Amendment, the “MRA Amendments”). The Parties further acknowledge and agree
that, effective from and after the Amendment Date, all references in the Framework Agreement and the other Transaction Agreements
(x) to the Hill-Rom Company Master Repurchase Agreement shall be deemed to be references to such agreement as amended by the HRC
MRA Amendment (as so amended, the “Amended HRC MRA”) and (y) to the Hill-Rom Manufacturing Master Repurchase
Agreement shall be deemed to be references to such agreement as amended by the HRM MRA Amendment (as so amended, the “Amended
HRM MRA” and, together with the Amended HRC MRA, the “Amended Master Repurchase Agreements”).
Each of the Amended Master Repurchase Agreements shall constitute a Transaction Agreement under the Amended Framework Agreement.


 


4.4       Ratification
and Amendment to Transaction Agreements. Except as amended hereby or as otherwise specified in Sections 4.2 and 4.3 hereof,
each of the other Transaction Agreements remains in full force and effect. The Parties hereby acknowledge and agree that, effective
from and after the Amendment Date, (i) all references to the Framework Agreement in any other Transaction Agreement shall be deemed
to be references to the Amended Framework Agreement, (ii) any amendment in this Amendment or either of the MRA Amendments of a
defined term in the Framework Agreement or either of the Master Repurchase Agreements, as the case may be, shall apply to terms
in any other Transaction Agreement which are defined by reference to the Framework Agreement or such Master Repurchase Agreement,
and (iii) this sentence shall be effective to amend each of the relevant Transaction Agreements (including each Master Repurchase
Agreement and each Annex thereto) to the extent necessary to give effect to the foregoing clauses (i) and (ii).


 



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4.5       Guarantor
Acknowledgment and Consent. Guarantor hereby acknowledges the Parties’ entry into this Amendment and consents to the
terms and conditions hereof (including with respect to the Replacement Fee Letter and each of the MRA Amendments), it being understood
that such terms and conditions may affect the extent of the Guaranteed Obligations (as defined in the Guaranty) for which Guarantor
may be liable under the Guaranty. Guarantor further confirms and agrees that the Guaranty remains in full force and effect after
giving effect to this Amendment and, for the avoidance of doubt, acknowledges that any amendment herein or in either of the MRA
Amendments to a defined term in the Framework Agreement or in either of the Master Repurchase Agreements (as the case may be) shall
apply to terms in the Guaranty which are defined by reference to the Framework Agreement or either Master Repurchase Agreement.


 


4.6       GOVERNING
LAW. This AMENDMENT shall be governed
by and construed in accordance with the laws of the State of New York without giving effect to the conflicts of law provisions
thereof other than sections 5-1401 and 5-1402 of the New York General Obligations Law.


 


4.7       Expenses.
All reasonable legal fees and expenses of Buyer incurred in connection with the preparation, negotiation, execution and delivery
of this Amendment and each related document entered into in connection herewith shall be paid by the Sellers promptly on demand.


 


 


 


[SIGNATURE PAGES FOLLOW]


  



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IN WITNESS WHEREOF,
the Parties have executed this Amendment as of the date first written above.


  


 


	 	Buyer:
	 	 
	 	MUFG Bank, Ltd.
	 	
         

         

        By:
	
         

         

        /s/ Thomas Giuntini

	 	Name:	Thomas Giuntini
	 	Title:	Managing Director


 


 


 


[SIGNATURE
PAGEs CONTINUE ON FOLLOWING PAGE]


 


 





[Signature Page to Amendment No. 2 to Master
Framework Agreement]








    	 		 



    	 



    




 


IN WITNESS WHEREOF,
the Parties have executed this Amendment as of the date first written above.


  


 


	 	Seller and Sellers’ Agent:
	 	 
	 	
        Hill-Rom Company, Inc.

         

	 	
         

         

        By:
	
         

         

        /s/ Barbara W. Bodem

	 	Name:	Barbara W. Bodem
	 	Title:	President


 


 


 


[SIGNATURE
PAGEs CONTINUE ON FOLLOWING PAGE]


 


 





[Signature Page to Amendment No. 2 to Master
Framework Agreement]








    	 		 



    	 



    




 


IN WITNESS WHEREOF,
the Parties have executed this Amendment as of the date first written above.


  


 


	 	Seller:
	 	 
	 	
        Hill-Rom Manufacturing,
        Inc.

         

	 	
         

         

        By:
	
         

         

        /s/ Barbara W. Bodem

	 	Name:	Barbara W. Bodem
	 	Title:	President


  


 


 


[SIGNATURE
PAGEs CONTINUE ON FOLLOWING PAGE]





  


 





[Signature Page to Amendment No. 2 to Master
Framework Agreement]








    	 		 



    	 



    




 


IN WITNESS WHEREOF,
Guarantor has executed this Amendment (solely for purposes of Section 4.5 hereof) as of the date first written above.


 


 


	 	Guarantor:
	 	 
	 	
        Hill-Rom Holdings, Inc.

         

	 	
         

         

        By:
	
         

         

        /s/ Barbara W. Bodem

	 	Name:	Barbara W. Bodem
	 	Title:	Senior Vice President and Chief Financial Officer


 







 





[Signature Page to Amendment No. 2 to Master
Framework Agreement]