AMENDMENT NO. 3 TO CREDIT AGREEMENT
This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “ Amendment ”) is made as of July 31, 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. New Definitions . Section 1.01 of the Credit Agreement is hereby amended to add the following new definitions
“ Debt Placement Holder ” means each holder of any of the Indebtedness issued pursuant to the Debt Placement.
“ Intercreditor Agreement ” means an Intercreditor Agreement, in form and substance acceptable to Agent, among
the Debt Placement Holders and Agent, on behalf of and for the benefit of the Lenders, and acknowledged and consented
to by Borrower and each Guarantor of Payment, as the same may from time to time be amended, restated or otherwise
Section 3. Amendment to Borrowing Covenant . Section 5.08 of the Credit Agreement is hereby amended to delete subpart
(h) and insert in place thereof the following:
(h) (i) Indebtedness of Borrower incurred pursuant to a Debt Placement subsequent to the Closing Date, provided
that (A) the aggregate principal amount of the Indebtedness inc