FIRST AMENDMENT AGREEMENT
This First Amendment Agreement is made as of the 25th day of January, 2000, among STERIS
CORPORATION, an Ohio corporation, ("Borrower"), the banking institutions listed on SCHEDULE 1 to the
Credit Agreement, as hereinafter defined ("Banks"), and KEYBANK NATIONAL ASSOCIATION, as
administrative agent for the Banks ("Agent").
WHEREAS, Borrower, Agent and the Banks are parties to a Credit Agreement dated as of January 26, 1999,
as the same may from time to time be amended, restated or otherwise modified, which provides, among other
things, for loans aggregating Four Hundred Million Dollars ($400,000,000), all upon certain terms and conditions
WHEREAS, Borrower, Agent and the Banks desire to amend the Credit Agreement to modify certain provisions
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 "Advantage", "Commitment
Percentage" and "Commitment Period" therefrom and to insert in place thereof the following:
"Advantage" shall mean any payment (whether made voluntarily or involuntarily, by offset of any deposit or other
indebtedness or otherwise) received by any Bank in respect of the Debt, if such payment results in that Bank
having less than its Pro Rata Share of the Applicable Debt then outstanding, than was the case immediately
before such payment.
"Commitment Percentage" shall mean Applicable Commitment Percentage.
"Commitment Period" shall mean the period from the Closing Date to (a) January 26, 2002, with respect to the
Tranche A Commitment, and (b) January 25, 2000, as extended as of January 25, 2000, for an additional three
hundred sixty-four (364) day period ending January 22, 2001, with respect to the Tranche B