STERIS IRISH FINCO UNLIMITED COMPANY as Issuer AND THE GUARANTORS PARTY HERETO AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of DEBT SECURITIESSTERIS LTD • March 23rd, 2021 • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS INDENTURE is dated as of , 20 among STERIS IRISH FINCO UNLIMITED COMPANY, a public unlimited company incorporated under the laws of Ireland (the “Company”), the Guarantors (as hereinafter defined) named herein and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
STERIS plc FIRST AMENDMENT Dated as of March 5, 2019 to NOTE PURCHASE AGREEMENT Dated as of January 23, 2017Note Purchase Agreement • March 8th, 2019 • STERIS PLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
STERIS plc, a public limited company organized under the laws of England and Wales (the “Company”), agrees with each holder of a Note as follows:
FIRST AMENDMENT, dated as of March 5, 2019 (this “Amendment”), to the CREDIT AGREEMENT, dated as of March 23, 2018 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”, and as amended hereby and as further...Credit Agreement • March 8th, 2019 • STERIS PLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Credit Agreement (this “Agreement”) dated as of March 23, 2018 and amended as of March 5, 2019 is among STERIS plc, a public limited company organized under the laws of England and Wales, (“STERIS plcthe Republic of Ireland (“New STERIS plc”), as a Borrower and a Guarantor, STERIS Limited, a private limited company organized under the laws of England and Wales (and formerly known as STERIS plc, a public limited company organized under the laws of England and Wales) (“STERIS UK Limited”), as a Borrower and a Guarantor, STERIS Corporation, an Ohio corporation (“STERIS Corporation”), as a Borrower and a Guarantor, Synergy Health Limited (“Synergy”), as a Borrower and a Guarantor, the other Guarantors (as defined below) that are parties hereto from time to time, the Lenders (as defined below) that are parties hereto, and JPMorgan Chase Bank, N.A., as administrative agent (together with any successor thereto appointed pursuant to Article VII, and including any applicable designated Aff
FORM OF STERIS PLC RESTRICTED STOCK AGREEMENT FOR EMPLOYEES STERIS plc RESTRICTED STOCK AGREEMENT FOR EMPLOYEES – _______Restricted Stock Agreement for Employees • November 6th, 2018 • STERIS PLC • Orthopedic, prosthetic & surgical appliances & supplies • Ohio
This Agreement (“Agreement”) is between STERIS plc (“STERIS”) and < first_name> <middle_name> < last_name> (“Grantee”), with respect to the grant of shares of STERIS restricted stock to Grantee pursuant to the STERIS plc 2006 Long-Term Equity Incentive Plan, as Amended and Restated Effective August 2, 2016, and as further amended from time to time (the “Plan”). All terms used herein with initial capital letters and not otherwise defined herein that are defined in the Plan shall have the meanings assigned to them in the Plan.
STERIS PLC FORM OF NONQUALIFIED STOCK OPTION AGREEMENT FOR NONEMPLOYEE DIRECTORSNonqualified Stock Option Agreement for Nonemployee Directors • May 31st, 2016 • Steris PLC • Orthopedic, prosthetic & surgical appliances & supplies • Ohio
This Agreement is between STERIS plc ("STERIS") and _______________ ("Optionee"), with respect to the grant of a Nonqualified Stock Option by STERIS to Optionee pursuant to the STERIS plc 2006 Long-Term Equity Incentive Plan, Assumed as Amended and Restated Effective November 2, 2015, and as further amended from time to time (the "Plan"). (Capitalized terms used in this Agreement and not otherwise defined have the meanings assigned to them in the Plan.)
STERIS PLC FORM OF NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES – _________Nonqualified Stock Option Agreement for Employees • November 6th, 2018 • STERIS PLC • Orthopedic, prosthetic & surgical appliances & supplies • Ohio
This Agreement (“Agreement”) is between STERIS plc (“STERIS”) and <first_name> <middle_name> <last_name> (“Optionee”), with respect to the grant of a Nonqualified Stock Option by STERIS to Optionee pursuant to the STERIS plc 2006 Long-Term Equity Incentive Plan, as Amended and Restated Effective August 2, 2016, and as further amended from time to time (the “Plan”). All terms used herein with initial capital letters and not otherwise defined herein that are defined in the Plan shall have the meanings assigned to them in the Plan.
GUARANTY SUPPLEMENTSteris PLC • November 7th, 2017 • Orthopedic, prosthetic & surgical appliances & supplies
GUARANTY SUPPLEMENTGuaranty Supplement • May 31st, 2016 • Steris PLC • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, in order to obtain funds for the purposes set forth in Schedule 5.14 to the Note Purchase Agreement, the Company entered into that certain Note Purchase Agreement dated as of May 15, 2015 (the "Note Purchase Agreement") between the Company and each of the Holders as defined therein providing for, inter alia, the issue and sale by the Company of (a) $125,000,000 aggregate principal amount of its 3.45% Senior Notes, Series A-1, due May 14, 2025 (the "Series A-1 Notes"), (b) $125,000,000 aggregate principal amount of its 3.55% Senior Notes, Series A-2, due May 14, 2027 (the "Series A-2 Notes"), and (c) $100,000,000 aggregate principal amount of its 3.70% Senior Notes, Series A-3, due May 14, 2030 (the "Series A-3 Notes"; the Series A-1 Notes, the Series A-2 Notes and the Series A-3 Notes are hereinafter referred to as the "Series A Notes"). Each Holder of a Note shall be referred to as a "Holder".
FORM OF STERIS PLC NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES STERIS PLC NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES - <AWARD_DATE>Nonqualified Stock Option Agreement • February 9th, 2016 • Steris PLC • Orthopedic, prosthetic & surgical appliances & supplies • Ohio
This Agreement (“Agreement”) is between STERIS plc (“STERIS”) and <first_name> <middle_name> <last_name> (“Optionee”), with respect to the grant of a Nonqualified Stock Option by STERIS to Optionee pursuant to the STERIS plc 2006 Long-Term Equity Incentive Plan, Assumed as Amended and Restated Effective November 2, 2015, and as further amended from time to time (the “Plan”). All terms used herein with initial capital letters and not otherwise defined herein that are defined in the Plan shall have the meanings assigned to them in the Plan.
GUARANTOR JOINDER AGREEMENTGuarantor Joinder Agreement • May 31st, 2016 • Steris PLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Guarantor Joinder Agreement (this “Agreement”) dated as of January 12, 2016 is made by each of the parties on Schedule I hereto (the “Additional Guarantors”), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders under the Credit Agreement referred to below.
GUARANTY SUPPLEMENTSteris PLC • May 31st, 2016 • Orthopedic, prosthetic & surgical appliances & supplies
To the Holders of the Series A-lA Notes, Series A-1B Notes, Series A-2A Notes, Series A-2B Notes, Series A-3A Notes and Series A-3B Notes (each, as hereinafter defined) of STERIS Corporation (the "Company")
GUARANTY SUPPLEMENTSteris PLC • February 9th, 2016 • Orthopedic, prosthetic & surgical appliances & supplies
To the Holders of the Series A-lA Notes, Series A-1B Notes, Series A-2A Notes, Series A-2B Notes, Series A-3A Notes and Series A-3B Notes (each, as hereinafter defined) of STERIS Corporation (the "Company")
SERVICE AGREEMENTService Agreement • February 9th, 2016 • Steris PLC • Orthopedic, prosthetic & surgical appliances & supplies
GUARANTY SUPPLEMENTSteris PLC • May 31st, 2016 • Orthopedic, prosthetic & surgical appliances & supplies
To the Holders of the Series A-lA Notes, Series A-1B Notes, Series A-2A Notes, Series A-2B Notes, Series A-3A Notes and Series A-3B Notes (each, as hereinafter defined) of STERIS Corporation
GUARANTY SUPPLEMENTSteris PLC • May 31st, 2016 • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, in order to refinance certain debt and for general corporate purposes, the Company entered into those certain Note Purchase Agreements dated as of August 15, 2008 (as amended, the "Original Note Purchase Agreements") between the Company and each of the purchasers party thereto (together with their successors and assigns, the "Original Holders"), providing for, inter alia, the issue and sale by the Company of: (a) $30,000,000 aggregate principal amount of its 5.63% Senior Notes, Series A-1, due August 15, 2013 (the "Series A-1 Notes"), (b) $85,000,000 aggregate principal amount of its 6.33% Senior Notes, Series A-2, due August 15, 2018 (the "Series A-2 Notes"), and (c) $35,000,000 aggregate principal amount of its 6.43% Senior Notes, Series A-3, due August 15, 2020 (the "Series A-3 Notes"; the Series A-1 Notes, Series A-2 Notes and Series A-3 Notes shall be collectively referred to herein to the "Original Series A Notes").
GUARANTOR JOINDER AGREEMENTGuarantor Joinder Agreement • November 7th, 2017 • Steris PLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Guarantor Joinder Agreement (this “Agreement”) dated as of August 8, 2017 is made by Synergy Health AST, LLC, a Delaware limited liability company, Synergy Health US Holdings, Inc., a Delaware corporation, and Synergy Health North America, Inc., a Florida corporation (each, an “Additional Guarantor” and collectively, the “Additional Guarantors”) in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders under the Credit Agreement referred to below.
GUARANTY SUPPLEMENTGuaranty Supplement • February 9th, 2016 • Steris PLC • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, in order to obtain funds for the purposes set forth in Schedule 5.14 to the Note Purchase Agreement, the Company entered into that certain Note Purchase Agreement dated as of May 15, 2015 (the "Note Purchase Agreement") between the Company and each of the Holders as defined therein providing for, inter alia, the issue and sale by the Company of (a) $125,000,000 aggregate principal amount of its 3.45% Senior Notes, Series A-1, due May 14, 2025 (the "Series A-1 Notes"), (b) $125,000,000 aggregate principal amount of its 3.55% Senior Notes, Series A-2, due May 14, 2027 (the "Series A-2 Notes"), and (c) $100,000,000 aggregate principal amount of its 3.70% Senior Notes, Series A-3, due May 14, 2030 (the "Series A-3 Notes"; the Series A-1 Notes, the Series A-2 Notes and the Series A-3 Notes are hereinafter referred to as the "Series A Notes"). Each Holder of a Note shall be referred to as a "Holder".
AGREEMENT FOR EMPLOYEES STERIS plc PERFORMANCE RESTRICTED STOCK AGREEMENT – <Date>Agreement for Employees • June 1st, 2017 • Steris PLC • Orthopedic, prosthetic & surgical appliances & supplies • Ohio
This Agreement (“Agreement”) is between STERIS plc (“STERIS”) and < first_name> <middle_name> < last_name> (“Grantee”), with respect to the grant of shares of STERIS restricted stock to Grantee pursuant to the STERIS plc 2006 Long-Term Equity Incentive Plan, as Amended and Restated Effective August 2, 2016, and as further amended from time to time (the “Plan”). All terms used herein with initial capital letters and not otherwise defined herein that are defined in the Plan shall have the meanings assigned to them in the Plan.
STERIS PLC Career Restricted STOCK unit AGREEMENTCareer Restricted Stock Unit Agreement • May 31st, 2016 • Steris PLC • Orthopedic, prosthetic & surgical appliances & supplies • Ohio
WHEREAS, (the “Grantee”) is a Director of STERIS plc, a public limited liability company organized under the laws of England and Wales (“STERIS”); and
GUARANTOR JOINDER AGREEMENTGuarantor Joinder Agreement • May 31st, 2016 • Steris PLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Guarantor Joinder Agreement (this "Agreement") dated as of November 2, 2015 is made by each of the parties on Schedule I hereto (the "Additional Guarantors"), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the "Administrative Agent") for the Lenders under the Credit Agreement referred to below.
GUARANTY SUPPLEMENTSteris PLC • November 7th, 2017 • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, in order to obtain funds for the purposes set forth in Schedule 5.14 to the Note Purchase Agreement, the Company entered into that certain Note Purchase Agreement dated as of January 23, 2017 (the “Note Purchase Agreement”) among the Company and each of the Holders as defined therein providing for, inter alia, the issue and sale by the Company of (a) $50,000,000 aggregate principal amount of its 3.93% Senior Notes, Series A‑1, due February 27, 2027 (the “Series A‑1 Notes”); (b) €60,000,000 aggregate principal amount of its 1.86% Senior Notes, Series A‑2, due February 27, 2027 (the “Series A‑2 Notes”); (c) $45,000,000 aggregate principal amount of its 4.03% Senior Notes, Series A‑3, due February 27, 2029 (the “Series A‑3 Notes”); (d) €20,000,000 aggregate principal amount of its 2.04% Senior Notes, Series A‑4, due February 27, 2029 (the “Series A‑4 Notes”); (e) £45,000,000 aggregate principal amount of its 3.04% Senior Notes, Series A‑5, due February 27, 2029 (the “Series A‑5 N
GUARANTY SUPPLEMENTSteris PLC • November 7th, 2017 • Orthopedic, prosthetic & surgical appliances & supplies
cause the undersigned, Synergy Health AST, LLC, a limited liability company organized under the laws of Delaware, Synergy Health US Holdings, Inc., a corporation organized under the laws of Delaware, and Synergy Health North America, Inc., a corporation organized under the laws of Florida (the “Additional Guarantors”), to join in the Guaranty. In accordance with the requirements of
Form of Make-Whole Payment and Related Payment Conditions Agreement Between Former STERISSteris PLC • May 31st, 2016 • Orthopedic, prosthetic & surgical appliances & supplies • Ohio
As you know, on November 2, 2015, STERIS Corporation (“STERIS”) completed the combination with Synergy Health plc (the “Combination”). You are receiving this letter because prior to the Combination you were a director of STERIS subject to the reporting requirements of Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended. Because of your position, under Section 4985 of the U.S. Internal Revenue Code of 1986, as amended (“Section 4985”), as a result of the Combination, a special 15% excise tax (the “Excise Tax”) will be imposed on the value of certain Stock Compensation (as defined under Section 4985) held by you, including the Make-Whole Payments (as hereinafter defined) you receive from STERIS in connection therewith (your “Stock Compensation”).
GUARANTY SUPPLEMENTGuaranty Supplement • November 7th, 2017 • Steris PLC • Orthopedic, prosthetic & surgical appliances & supplies
cause the undersigned, Synergy Health AST, LLC, a limited liability company organized under the laws of Delaware, Synergy Health US Holdings, Inc., a corporation organized under the laws of Delaware, and Synergy Health North America, Inc., a corporation organized under the laws of Florida (the “Additional Guarantors”), to join in the Guaranty. In accordance with the requirements of the Guaranty, the Additional Guarantors desire to amend the definition of Guarantor (as the same may have been heretofore amended) set forth in the Guaranty attached hereto so that at all times from and after the date hereof, the Additional Guarantors shall be jointly and severally liable as set forth in the Guaranty for the obligations of the Company under the Note Purchase Agreement and Notes to the extent and in the manner set forth in the Guaranty.
GUARANTOR JOINDER AGREEMENTGuarantor Joinder Agreement • February 9th, 2016 • Steris PLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Guarantor Joinder Agreement (this "Agreement") dated as of September 9, 2015 is made by General Econopak, Inc., a Pennsylvania corporation (the "Additional Guarantor"), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the "Administrative Agent") for the Lenders under the Credit Agreement referred to below.
GUARANTY SUPPLEMENTSteris PLC • February 9th, 2016 • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, in order to refinance certain debt and for general corporate purposes, the Company entered into those certain Note Purchase Agreements dated as of August 15, 2008 (as amended, the "Original Note Purchase Agreements") between the Company and each of the purchasers party thereto (together with their successors and assigns, the "Original Holders"), providing for, inter alia, the issue and sale by the Company of: (a) $30,000,000 aggregate principal amount of its 5.63% Senior Notes, Series A-1, due August 15, 2013 (the "Series A-1 Notes"), (b) $85,000,000 aggregate principal amount of its 6.33% Senior Notes, Series A-2, due August 15, 2018 (the "Series A-2 Notes"), and (c) $35,000,000 aggregate principal amount of its 6.43% Senior Notes, Series A-3, due August 15, 2020 (the "Series A-3 Notes"; the Series A-1 Notes, Series A-2 Notes and Series A-3 Notes shall be collectively referred to herein to the "Original Series A Notes").
GUARANTY SUPPLEMENTSupplement • May 31st, 2016 • Steris PLC • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, in order to obtain funds for the purposes set forth in Schedule 5.14 to the Note Purchase Agreement, the Company entered into that certain Note Purchase Agreement dated as of May 15, 2015 (the "Note Purchase Agreement") between the Company and each of the Holders as defined therein providing for, inter alia, the issue and sale by the Company of (a) $125,000,000 aggregate principal amount of its 3.45% Senior Notes, Series A-1, due May 14, 2025 (the "Series A-1 Notes"), (b) $125,000,000 aggregate principal amount of its 3.55% Senior Notes, Series A-2, due May 14, 2027 (the "Series A-2 Notes"), and (c) $100,000,000 aggregate principal amount of its 3.70% Senior Notes, Series A-3, due May 14, 2030 (the "Series A-3 Notes"; the Series A-1 Notes, the Series A-2 Notes and the Series A-3 Notes are hereinafter referred to as the "Notes"). Each Holder of a Note shall be referred to as a "Holder".
GUARANTY SUPPLEMENTSteris PLC • May 31st, 2016 • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, in order to refinance certain debt and for general corporate purposes, the Company entered into those certain Note Purchase Agreements dated as of August 15, 2008 (the "Original Note Purchase Agreements") between the Company and each of the purchasers party thereto (together with their successors and assigns, the "Original Holders"), providing for, inter alia, the issue and sale by the Company of: (a) $85,000,000 aggregate principal amount of its 6.33% Senior Notes, Series A-2, due August 15, 2018 (the "Series A-2 Notes") and (b) $35,000,000 aggregate principal amount of its 6.43% Senior Notes, Series A-3, due August 15, 2020 (the "Series A-3 Notes"; the Series A-2 Notes and Series A-3 Notes shall be collectively referred to herein to the "Original Series A Notes").
