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EXHIBIT 10.1
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 ("Credit Agreement");
WHEREAS, Borrower, Agent and the Banks desire to amend the Credit
Agreement to modify certain provisions thereof; and
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 Commitment; or such earlier date on
which the Commitment shall have been terminated pursuant to Article
VIII hereof.
2. Article I of the Credit Agreement is hereby amended to add the
following new definitions thereto:
"Applicable Commitment Percentage" shall mean, for each Bank,
(a) with respect to the Tranche A Commitment, the percentage set forth
opposite such Bank's name under
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the column headed "Tranche A Commitment Percentage" as described in
SCHEDULE 1 hereto, and (b) with respect to the Tranche B Commitment,
the percentage set forth opposite such Bank's name under the column
headed "Tranche B Commitment Percentage" as described in SCHEDULE 1
hereto.
"Applicable Debt" shall mean (a) with respect to the Tranche A
Commitment, collectively, (i) all Indebtedness incurred by Borrower to
Agent or the Banks pursuant to this Agreement (other than pursuant to
the Tranche B Commitment) and includes the principal of and interest on
all Notes (other than the Tranche B Notes), (ii) each extension,
renewal or refinancing thereof in whole or in part, and (iii) the
facility fee, other fees, and any prepayment fees payable under this
Agreement (other than the facility fees and prepayment fees payable in
connection with the Tranche B Commitment); and (b) with respect to the
Tranche B Commitment, collectively, (i) all Indebtedness incurred by
Borrower to Agent or the Banks pursuant to the Tranche B Commitment and
includes the principal of and interest on the Tranche B Notes, (ii)
each extension, renewal or refinancing thereof in whole or in part, and
(iii) the facility fee, other fees, and any prepayment fees payable in
connection with the Tranche B Commitment.
"Equalization Event" shall mean the earlier of (a) the
occurrence of an Event of Default specified in Section 7.10 hereof, or
(b) the acceleration of the Debt pursuant to Section 8.1 or 8.2 hereof.
"Payment Conditions" shall mean the following: (a) any
regularly scheduled payment of interest on, or facility fee with
respect to, the Tranche A Loans shall be applied by Agent and the Banks
to the Tranche A Loans and the Tranche A Commitment, respectively; (b)
any regularly scheduled payment of interest on, or facility fee with
respect to, the Tranche B Loans shall be applied by Agent and the Banks
to the Tranche B Loans and the Tranche B Commitment, respectively; (c)
any payment of principal prior to an Equalization Event (or any other
payment prior to an Equalization Event for which there is no apparent
schedule of payment, as determined by Agent) shall be applied to the
principal of the Tranche B Loans, or if there are no Tranche B Loans
outstanding, then to the Tranche A Loans outstanding; and (d) after an
Equalization Event, all payments shall be applied by Agent and the
Banks first to the payment of any fees or other expenses owing to Agent
(acting in its capacity as agent under this Agreement) and then, pro
rata, to each Bank, based upon the aggregate amount of principal
outstanding on the Notes of such Bank (other than the Swing Line Note)
on the date that such Equalization Event occurred over the aggregate
amount of principal then outstanding on all Notes of all of the Banks
(other than the Swing Line Note) on the date that such Equalization
Event occurred.
"Pro Rata Basis" or "pro rata basis" shall mean distribution
to the Banks by Agent in accordance with the Applicable Commitment
Percentages.
"Pro Rata Share" or "pro rata share" shall mean, with respect
to the Applicable Debt, such Bank's share in accordance with such
Bank's Applicable Commitment Percentage.
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"Ratable Account" or "ratable account" shall mean each Bank's
share of the Applicable Debt in accordance with such Bank's Applicable
Commitment Percentage.
"Ratable Share" or "ratable share" shall mean each Bank's
share of the Applicable Debt in accordance with such Bank's Applicable
Commitment Percentage.
"Ratably" or "ratably" shall mean, other than in Section 9.9
hereof, in accordance with each Bank's Ratable Share.
3. Article I of the Credit Agreement is hereby amended to add the
following new sentence at the end thereof:
Whenever payments are made to Agent, "for the benefit of the
Banks", "for the benefit of the Banks" shall mean for the benefit of
the Banks on a Pro Rata Basis.
4. Section 2.1 of the Credit Agreement is hereby amended to delete the
second and third paragraphs therefrom and to insert in place thereof the
following:
Each Bank, for itself and not one for any other, agrees to
participate in Loans made hereunder during the applicable Commitment
Period on such basis that (a) immediately after the completion of any
borrowing by Borrower hereunder, the aggregate principal amount then
outstanding on the Notes (other than the Swing Line Note) issued to
such Bank shall not be in excess of the Maximum Amount for such Bank,
(b) such aggregate principal amount outstanding on the Tranche A Note
issued to such Bank shall represent that percentage of the aggregate
principal amount then outstanding on all Tranche A Notes (including the
Tranche A Note held by such Bank) which is such Bank's Applicable
Commitment Percentage; and (c) such aggregate principal amount
outstanding on the Tranche B Note issued to such Bank shall represent
that percentage of the aggregate principal amount then outstanding on
all Tranche B Notes (including the Tranche B Note held by such Bank)
which is such Bank's Applicable Commitment Percentage.
Each borrowing (other than the Swing Loans) from the Banks
hereunder shall be made pro rata according to the Banks' respective
Applicable Commitment Percentages. The Loans may be made as Tranche A
Loans, Tranche B Loans and Swing Loans as follows:
5. The Credit Agreement is hereby amended to delete Section 2.3
therefrom in its entirety and to insert in place thereof the following:
SECTION 2.3. PAYMENT ON NOTES, ETC. Unless otherwise provided,
all payments of principal, interest and facility and other fees shall
be made to Agent in immediately available funds for the account of the
Banks on a Pro Rata Basis (except as to payments made exclusively for
the benefit of Agent pursuant to the Agent Fee Letter). Agent, on the
same Business Day, shall distribute to each Bank its Ratable Share of
the amount of principal, interest, and facility and other fees received
by it for the account of
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such Bank. Each payment under this Agreement shall be applied by Agent
and the Banks in accordance with the Payment Conditions. Each Bank
shall record (a) any principal, interest or other payment, and (b) the
principal amount of the Prime Rate Loans and the LIBOR Loans and all
prepayments thereof and the applicable dates with respect thereto, by
such method as such Bank may generally employ; provided, however, that
failure to make any such entry shall in no way detract from Borrower's
obligations under each such Note. The aggregate unpaid amount of Loans
set forth on the records of Agent shall be rebuttably presumptive
evidence of the principal and interest owing and unpaid on each Note.
Whenever any payment to be made hereunder, including, without
limitation, any payment to be made on any Note, shall be stated to be
due on a day that is not a Business Day, such payment shall be made on
the next succeeding Business Day and such extension of time shall in
each case be included in the computation of the interest payable on
such Note; provided, however, that, with respect to any LIBOR Loan, if
the next succeeding Business Day falls in the succeeding calendar
month, such payment shall be made on the preceding Business Day and the
relevant Interest Period shall be adjusted accordingly.
6. The Credit Agreement is hereby amended to delete Section 2.4(a)
therefrom and to insert in place thereof the following:
(a) Borrower shall have the right at any time or from time to
time to prepay, on a Pro Rata Basis for all of the Banks (other than
the Swing Line Note), all or any part of the principal amount of the
Notes then outstanding as designated by Borrower, plus interest accrued
on the amount so prepaid to the date of such prepayment, subject,
however, to the Payment Conditions. Borrower shall give Agent notice of
prepayment of any Prime Rate Loan by not later than 11:00 A.M.
(Cleveland, Ohio time) on the Business Day such prepayment is to be
made and written notice of the prepayment of any LIBOR Loan not later
than 1:00 P.M.(Cleveland, Ohio time) three (3) Business Days before the
Business Day on which such prepayment is to be made.
7. The Credit Agreement is hereby amended to delete Section 8.4
therefrom in its entirety and to insert in place thereof the following:
SECTION 8.4. EQUALIZATION PROVISION. Each Bank agrees with the
other Banks that if it, at any time, shall obtain any Advantage over
the other Banks or any thereof in respect of the Debt (except as to
Swing Loans as set forth in subpart 2 of Section 2.1A hereof or subpart
2 of Section 2.1B hereof and except under Article III hereof), it shall
purchase from the other Banks, for cash and at par, such additional
participation in the Applicable Debt as shall be necessary to nullify
the Advantage. If any such Advantage resulting in the purchase of an
additional participation as aforesaid shall be recovered in whole or in
part from the Bank receiving the Advantage, each such purchase shall be
rescinded, and the purchase price restored (but without interest unless
the Bank receiving the Advantage is required to pay interest on the
Advantage to the Person recovering the Advantage from such Bank)
ratably to the extent of the recovery. Each Bank further agrees with
the other Banks that if it at any time shall receive any payment for or
on behalf of Borrower on any indebtedness owing by Borrower to that
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Bank by reason of offset of any deposit or other indebtedness, it will
apply such payment first to any and all Debt owing by Borrower to that
Bank (including, without limitation, any participation purchased or to
be purchased pursuant to this Section or any other Section of this
Agreement), subject to the Payment Conditions. Borrower agrees that any
Bank so purchasing a participation from the other Banks or any thereof
pursuant to this Section may exercise all its rights of payment
(including the right of set-off) with respect to such participation as
fully as if such Bank was a direct creditor of Borrower in the amount
of such participation.
8. The Credit Agreement is hereby amended to delete SCHEDULE 1 thereof
in its entirety and to insert in place thereof a new SCHEDULE 1, in the form
of SCHEDULE 1 attached hereto.
9. Concurrently with the execution of this First Amendment Agreement,
Borrower shall:
(a) pay to Agent an amendment fee, which shall be applied on a Pro Rata
Basis, to each Bank with a Tranche B Commitment, in an amount equal to ten
(10) basis points times the amount of each such Bank's Tranche B Commitment;
(b) cause each Guarantor of Payment to consent and agree to and
acknowledge the terms of this First Amendment Agreement; and
(c) pay all legal fees and expenses of Agent in connection with this
First Amendment Agreement.
10. Borrower hereby represents and warrants to Agent and the Banks that
(a) Borrower has the legal power and authority to execute and deliver this
First Amendment Agreement, (b) the officers executing this First 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
Unmatured Event of Default or Event of Default exists under the Credit
Agreement, nor will any occur immediately after the execution and delivery of
this First Amendment Agreement or by the performance or observance of any
provision hereof, (e) Borrower is not aware of any claim or offset against, or
defense or counterclaim to, any of Borrower's obligations or liabilities under
the Credit Agreement or any Related Writing, and (f) this First Amendment
Agreement constitutes a valid and binding obligation of Borrower in every
respect, enforceable in accordance with its terms.
11. 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. This First Amendment Agreement
is a Related Writing as defined in the Credit Agreement.
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12. Borrower and each Guarantor of Payment, by signing below, hereby
waives and releases Agent and each of the Banks and the respective directors,
officers, employees, attorneys, affiliates and subsidiaries of each of the
foregoing from any and all claims, offsets, defenses and counterclaims of
which Borrower or such Guarantor of Payment 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.
13. This First 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.
14. The rights and obligations of all parties hereto shall be governed
by the laws of the State of Ohio, without regard to principles of conflicts of
laws.
[Remainder of page intentionally left blank.]
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15. JURY TRIAL WAIVER. BORROWER, AGENT AND EACH OF THE BANKS WAIVE ANY
RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENTS AND THE BANKS, OR ANY
THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY
NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT
IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY
TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT
PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
AMONG BORROWER, AGENTS AND THE BANKS, OR ANY THEREOF.
STERIS CORPORATION
By: /s/Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Chairman of the
Board, President, and Chief
Executive Officer
and: /s/Xxx X. Xxxxxx
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Xxx X. Xxxxxx, Senior Vice President
Finance and Operations, and Chief
Financial Officer
KEYBANK NATIONAL ASSOCIATION,
as a Bank and as Agent
By: /s/ X.X. Xxxxxx
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X.X. Xxxxxx, Vice President
NATIONAL CITY BANK
By /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, Vice President
BANK ONE, NA,
By: /s/ Xxxxxxx Xxxxx Xxxxxx
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Title: Managing Director
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PNC BANK, NATIONAL ASSOCIATION,
By: /s/ Xxxxx Xxxx
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Title: Vice President
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ABN AMRO BANK N.V.,
PITTSBURGH BRANCH,
By: /s/ Xxx X. Xxxxxxxx
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Title: Group Vice President and Director
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and: /s/ Xxxxxxx X. Xxxxxxx
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Title: Senior Vice President
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THE BANK OF NEW YORK
By: /s/ Xxxxxxxx Xxxxxxx
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Title: Vice President
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XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Title: Managing Director
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SCHEDULE 1
TRANCHE A TRANCHE A TRANCHE B TRANCHE B
COMMITMENT COMMITMENT COMMITMENT COMMITMENT
BANKING INSTITUTIONS AMOUNT PERCENTAGE AMOUNT PERCENTAGE MAXIMUM AMOUNT
-------------------- ------ ---------- ------ ---------- --------------
KeyBank National $50,000,000 20.00% $43,125,000 28.75% $93,125,000
Association
National City Bank $46,875,000 18.75% $28,125,000 18.75% $75,000,000
Bank One, NA $46,875,000 18.75% $28,125,000 18.75% $75,000,000
ABN AMRO Bank N.V., $31,250,000 12.50% $18,750,000 12.50% $50,000,000
Pittsburgh Branch
PNC Bank, National $31,250,000 12.50% $18,750,000 12.50% $50,000,000
Association
The Bank of New York $21,875,000 8.75% $0 0% $21,875,000
Xxxxxx Trust and Savings $21,875,000 8.75% $13,125,000 8.75% $35,000,000
Bank
$250,000,000 100.00% $150,000,000 100.00% $400,000,000
Total Commitment Amount $400,000,000
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GUARANTOR ACKNOWLEDGMENT
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The undersigned consents and agrees to and acknowledges the terms of
the foregoing First Amendment Agreement. The undersigned further agrees that
the obligations of the undersigned pursuant to the Guaranty of Payment
executed by the undersigned shall remain in full force and effect and be
unaffected hereby.
MEDICAL & ENVIRONMENTAL DESIGNS,
INC.
ECOMED, INC.
AMERICAN STERILIZER COMPANY
STERIS INTERNATIONAL SALES
CORPORATION
STERIS EUROPE, INC.
STERIS ASIA PACIFIC, INC.
STERIS LATIN AMERICA, INC.
STERIS INC.
STERIS USA DISTRIBUTION
CORPORATION
HTD HOLDING CORP.
HAUSTED, INC.
ISOMEDIX INC.
ISOMEDIX OPERATIONS INC.
ISOMEDIX (PUERTO RICO), INC.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, President of each
of the foregoing Companies
HSTD LLC
By: HTD Holding Corp., its member
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, President
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