AMENDMENT NO. 4 TO CREDIT AGREEMENT
This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “ Amendment ”) is made as of October 27, 2003, by and among
STERIS CORPORATION, an Ohio corporation (“ Borrower ”), the lending institutions parties to the Credit Agreement, as
hereinafter defined (“ Lenders ”), and KEYBANK NATIONAL ASSOCIATION, as administrative agent for the Lenders (“
A. Borrower, Agent and the Lenders are parties to the Credit Agreement, dated as of March 28, 2002 (as amended and as
the same may from time to time be further amended, restated or otherwise modified, the “ Credit Agreement ”).
B. Borrower, Agent and the Lenders desire to further amend the Credit Agreement to modify certain provisions thereof.
In consideration of the premises and mutual covenants herein and for other valuable considerations, Borrower, Agent and
the Lenders agree as follows:
Section 1. Definitions . Each capitalized term used herein shall be defined in accordance with the Credit Agreement.
Section 2. Amendment to Borrowing Covenant . Section 5.08(h)(i)(C) of the Credit Agreement is hereby amended and
restated as follows:
(C) the covenants and agreements relating to the Indebtedness incurred pursuant to such Debt Placement are (1) not more
restrictive than the covenants and agreements set forth in this Agreement or (2) acceptable to Agent, in its sole discretion,
Section 3. Conditions Precedent . The amendments set forth in this Amendment shall become effective as of the date
hereof if on or after the date hereof the following conditions precedent shall have been satisfied:
(a) Borrower, Agent and the Required Lenders shall have executed this Amendment, and counterparts hereof as so
executed shall have been delivered to Agent;
(b) each Guarantor of Payment shall have consented and agreed to this Amendment; and
(c) Borrower shall have provided such other items and shall have satisfied such other