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EXHIBIT 10.2
THIRD AMENDMENT AGREEMENT
This Third Amendment Agreement is made as of the 10th day of June, 1997, by and
among STERIS CORPORATION, an Ohio corporation ("Borrower"), KEYBANK NATIONAL
ASSOCIATION (successor by merger to Society National Bank), as Agent ("Agent")
and the banking institutions listed on Schedule 1 attached hereto and made a
part hereof ("Banks"):
WHEREAS, Borrower, Agent and the Banks are parties to a certain Credit Agreement
dated as of May 13, 1996, as amended and as it may from time to time be further
amended, restated or otherwise modified, which provides, among other things, for
revolving loans and swing loans aggregating not more than One Hundred
Twenty-Five Million Dollars, all upon certain terms and conditions ("Credit
Agreement");
WHEREAS, Borrower, Agent and the Banks desire to amend the Credit Agreement to
increase the amount of the credit facility and to modify certain other
provisions thereof;
WHEREAS, each term used herein shall be defined in accordance with the Credit
Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants
herein and for other valuable considerations, Borrower, Agent and the Banks
agree as follows:
1. Article I of the Credit Agreement is hereby amended to delete the definitions
of "Commitment Period" and "Total Commitment Amount" in their entirety and to
insert in place thereof the following:
"Commitment Period" shall mean the period from the Effective Date to September
30, 2001.
"Total Commitment Amount" shall mean the obligation hereunder of the Banks to
make Loans up to the maximum aggregate principal amount of Two Hundred Fifteen
Million Dollars ($215,000,000) during the Commitment Period (or such lesser
amount as shall be determined pursuant to Section 2.5 hereof).
2. The Credit Agreement is hereby amended by deleting Schedule 1 thereof in its
entirety and be inserting in place thereof a new Schedule 1 in the form of
Schedule 1 attached hereto.
3. The Credit Agreement is hereby amended by deleting Exhibit A in its entirety
and by substituting in place thereof a new Exhibit A in the form of Exhibit A
attached hereto.
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4. Concurrently with the execution of this Third Amendment Agreement, Borrower
shall:
(a) execute and deliver to each Bank a new Revolving Credit Note dated as of May
13, 1996, and such new Revolving Credit Note shall be in the form and substance
of Exhibit A attached hereto. After a Bank receives a new Revolving Credit Note,
such Bank will mark its Revolving Credit Note being replaced thereby "Replaced"
and return the same to Borrower; and
(b) pay to Agent for the benefit of the Banks an amendment fee in the amount of
five (5) basis points times the amount of the increase in the Total Commitment
Amount.
5. Borrower hereby represents and warrants to Agent and the Banks that (a)
Borrower has the legal power and authority to execute and deliver this Third
Amendment Agreement; (b) officials executing this Third Amendment Agreement have
been duly authorized to execute and deliver the same and bind Borrower with
respect to the provisions hereof; (c) the execution and delivery hereof by
Borrower and the performance and observance by Borrower of the provisions hereof
do not violate or conflict with the organizational agreements of Borrower or any
law applicable to Borrower or result in a breach of any provision of or
constitute a default under any other agreement, instrument or document binding
upon or enforceable against Borrower; (d) no Possible Default or Event of
Default exists under the Credit Agreement, nor will any occur immediately after
the execution and delivery of the Third Amendment Agreement or by the
performance or observance of any provision hereof; (e) neither Borrower nor any
Subsidiary has any claim or offset against, or defense or counterclaim to, any
of Borrower's or any Subsidiary's obligations or liabilities under the Credit
Agreement or any Related Writing, and Borrower and each Subsidiary hereby waives
and releases Agent and each of the Banks from any and all such claims, offsets,
defenses and counterclaims of which Borrower and any Subsidiary is aware, such
waiver and release being with full knowledge and understanding of the
circumstances and effect thereof and after having consulted legal counsel with
respect thereto, and (f) this Third Amendment Agreement constitutes a valid and
binding obligation of Borrower in every respect, enforceable in accordance with
its terms.
6. Each reference that is made in the Credit Agreement or any other writing to
the Credit Agreement shall hereafter be construed as a reference to the Credit
Agreement as amended hereby. Except as herein otherwise specifically provided,
all provisions of the Credit Agreement shall remain in full force and effect and
be unaffected hereby.
7. This Third Amendment Agreement may be executed in any number of counterparts,
by different parties hereto in separate counterparts and by facsimile signature,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
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8. The rights and obligations of all parties hereto shall be governed by the
laws of the State of Ohio.
Address: 5960 Heisley Road STERIS CORPORATION
Mentor, OH 44060 By: /s/ Bill R. Sanford
--------------------------------------
Bill R. Sanford, Chairman, President, and
Chief Executive Officer
And: /s/ Michael A. Keresman, III
--------------------------------------
Michael A. Keresman, III, Senior Vice
President, and Chief Financial Officer
Address: Key Tower KEYBANK NATIONAL ASSOCIATION
127 Public Square as a Bank and as Agent
Mailcode: OH-01-27-0611 By: /s/ Thomas A. Crandell
Cleveland, OH 44114-0611 --------------------------------------
Thomas A. Crandell, Assistant Vice
President
Address: 600 Superior Avenue BANK ONE, COLUMBUS, NA
Cleveland, OH 44114-2650 By: /s/ Babette C. Coerdt
Attention: N. Ohio Large Corp. --------------------------------------
Markets Group, #0149 Babette C. Coerdt, Vice President and Group
Manager
Address: 611 Woodland Avenue NBD BANK
Detroit, MI 48226 By: /s/ Paul R. DeMelo
Attention: Mid-corporate --------------------------------------
Banking Division Paul R. DeMelo, Vice President
Address: One Cleveland Center PNC BANK, NATIONAL ASSOCIATION
1375 E. 9th St., Ste. 1250 By: /s/ Bryon A. Pike
Cleveland, OH 44114 --------------------------------------
Attention: Corporate Banking Bryon A. Pike, Vice President
Attention: Pittsburgh Branch ABN AMRO BANK N.V., PITTSBURGH
One PPG Place, Ste. 2950 BRANCH
Pittsburgh, PA 15222-5400 By: ABN AMRO North America, Inc., as
agent
By: /s/ Roy D. Hasbrook
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Roy D. Hasbrook, Group Vice President and
Director
And: /s/ Kathyrn C. Toth
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Kathyrn C. Toth, Vice President
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The undersigned each consent to the terms hereof.
AMSCO INTERNATIONAL, INC.
MEDICAL & ENVIRONMENTAL DESIGNS, INC.
ECOMED, INC.
AMERICAN STERILIZER COMPANY
AMSCO STERILE RECOVERIES, INC.
AMSCO INTERNATIONAL SALES CORPORATION
HAS, INC.
AMSCO EUROPE, INC.
AMSCO ASIA PACIFIC, INC.
AMSCO LATIN AMERICA, INC.
CALGON VESTAL, INC.
SURGICOT, INC.
By: /s/ Bill R. Sanford
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Bill R. Sanford, President of each of the Companies listed
above
And: /s/ Michael A. Keresman, III
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Michael A. Keresman, III, Vice President, and Secretary of
each of the Companies listed above
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SCHEDULE 1
MAXIMUM
BANKING INSTITUTIONS PERCENTAGE AMOUNT
-------------------- ---------- ------
KeyBank National Association 25.3% $54,320,000
Bank One, Columbus, NA 19.5% 42,000,000
NBD Bank 18.4% 39,560,000
PNC Bank, National Association 18.4% 39,560,000
ABN AMRO Bank N.V.,
Pittsburgh Branch 18.4% 39,560,000
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Total Commitment Amount 100.0% $215,000,000
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EXHIBIT A
REVOLVING CREDIT NOTE
$ ___________ Cleveland, Ohio
As of May 13, 1996
FOR VALUE RECEIVED, the undersigned STERIS CORPORATION, an Ohio corporation,
("Borrower"), promises to pay on September 30, 2001, to the order of ________
("Bank") at the Main Office of KeyBank National Association (successor by merger
to Society National Bank), as Agent, 127 Public Square, Cleveland, Ohio
44114-1306 the principal sum of
____________________________________________________________________DOLLARS or
the aggregate unpaid principal amount of all Revolving Loans made by Bank to
Borrower pursuant to Section 2.1 of the Credit Agreement, as hereinafter
defined, whichever is less, in lawful money of the United States of America. As
used herein, "Credit Agreement" means the Credit Agreement dated as of May 13,
1996, among Borrower, the banks named therein and KeyBank National Association,
as Agent, as amended and as the same may from time to time be further amended,
restated or otherwise modified. Capitalized terms used herein shall have the
meanings ascribed to them in the Credit Agreement.
Borrower also promises to pay interest on the unpaid principal amount of each
Revolving Loan from time to time outstanding, from the date of such Revolving
Loan until the payment in full thereof, at the rates per annum which shall be
determined in accordance with the provisions of Section 2.1A of the Credit
Agreement. Such interest shall be payable on each date provided for in such
Section 2.1A; provided, however, that interest on any principal portion which is
not paid when due shall be payable on demand.
The portions of the principal sum hereof from time to time representing Prime
Rate Loans and LIBOR Loans, and payments of principal of any thereof, shall be
shown on the records of Bank by such method as Bank may generally employ;
provided, however, that failure to make any such entry shall in no way detract
from Borrower's obligations under this Note.
If this Note shall not be paid at maturity, whether such maturity occurs by
reason of lapse of time or by operation of any provision for acceleration of
maturity contained in the Credit Agreement, the principal hereof and the unpaid
interest thereon shall bear interest, until paid, at the Default Rate. All
payments of principal of and interest on this Note shall be made in immediately
available funds.
This Note is one of the Revolving Credit Notes referred to in the Credit
Agreement. Reference is made to the Credit Agreement for a description of the
right of the undersigned to anticipate payments hereof, the right of the holder
hereof to declare this Note due prior to its stated maturity, and other terms
and conditions upon which this Note is issued.
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The undersigned authorizes any attorney at law at any time or times after the
maturity hereof (whether maturity occurs by lapse of time or by acceleration) to
appear in any state or federal court of record in the State of Ohio to waive the
issuance and service of process, to admit the maturity of this Note and the
nonpayment thereof when due, to confess judgment against the undersigned in
favor of the holder of this Note for the amount then appearing due, together
with interest and costs of suit, and thereupon to release all errors and to
waive all rights of appeal and stay of execution. The foregoing warrant of
attorney shall survive any judgment, and if any judgment be vacated for any
reason, the holder hereof nevertheless may thereafter use the foregoing warrant
of attorney to obtain an additional judgment or judgments against the
undersigned. The undersigned agrees that the Agent or the Banks' attorney may
confess judgment pursuant to the foregoing warrant of attorney. The undersigned
further agrees that the attorney confessing judgment pursuant to the foregoing
warrant of attorney may receive a legal fee or other compensation from the Agent
or the Banks.
STERIS CORPORATION
By: /s/ Bill R. Sanford
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Bill R. Sanford, Chairman, President and
Chief Executive Officer
and /s/ Michael A. Keresman, III
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Michael A. Keresman, III, Senior Vice
President, Chief Financial Officer
"WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT
OR ANY OTHER CAUSE."
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