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EXHIBIT 10.1
SECOND AMENDMENT AGREEMENT
This Second Amendment Agreement is made as of the 10th day of June, 1997, by and
among STERIS CORPORATION, an Ohio corporation ("Borrower"), KEYBANK NATIONAL
ASSOCIATION (successor by merger to Society National Bank), as Agent ("Agent")
and the banking institutions listed on the signature pages hereto ("Banks"):
WHEREAS, Borrower, Agent and the Banks are parties to a certain Credit Agreement
dated as of May 13, 1996, as amended and as it may from time to time be further
amended, restated or otherwise modified, which provides, among other things, for
revolving loans and swing loans aggregating not more than One Hundred
Twenty-Five Million Dollars, 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;
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 definition
of "Consolidated EBIT" in its entirety and to insert in place thereof the
following:
"Consolidated EBIT" shall mean, for any period on a consolidated basis for
Borrower and its Subsidiaries, the sum of the amounts for such period of:
(a) Consolidated Net Earnings, provided that: (i) all gains and all losses
realized by Borrower and its Subsidiaries upon the sale or other disposition
(including, without limitation, pursuant to sale and leaseback transactions) of
property or assets which are not sold or otherwise disposed of in the ordinary
course of business, or pursuant to the sale of any capital stock of Borrower or
any Subsidiary, shall be excluded from such Consolidated Net Earnings, (ii) net
income or net loss of Borrower and its Subsidiaries combined on a "pooling of
interests" basis attributable to any period prior to the date of such
combination shall be excluded from such Consolidated Net Earnings, (iii)(A) all
items of gain or loss which are properly classified as extraordinary in
accordance with GAAP, (B) all charges recorded for costs in connection with the
Merger which are properly classified as non-recurring in accordance with GAAP,
and (C) all non-recurring (in accordance with GAAP) restructuring charges
incurred in connection with any acquisition shall be excluded from such
Consolidated Net Earnings, (iv) all items which are properly classified in
accordance with GAAP as cumulative effects of accounting changes shall be
excluded from such Consolidated Net Earnings, and (v) net income of any Person
which is not a Subsidiary of Borrower and its Subsidiaries and which is
consolidated with Borrower and its Subsidiaries or is accounted for by Borrower
and its Subsidiaries by the equity method of accounting shall be included in
such Consolidated Net Earnings only to the extent of the amount of dividends or
distributions paid to Borrower and its Subsidiaries or a Subsidiary;
(b) Consolidated Interest Expense; and
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(c) charges for federal, state, local and foreign income taxes.
2. Section 5.9 of the Credit Agreement is hereby deleted in its entirety with
the following being inserted in place thereof:
SECTION 5.9 LEVERAGE. Borrower shall not suffer or permit at any time, for
Borrower and its Subsidiaries, on a consolidated basis, the ratio of (a) (i)
Funded Senior Debt, plus (ii) Subordinated Indebtedness, to (b) (i) Funded
Senior Debt, plus (ii) Subordinated Indebtedness, plus (iii) Consolidated Net
Worth, to be greater than .50 to 1.00, based upon the financial statements of
Borrower and its Subsidiaries for the most recent calendar quarter.
3. Section 5.10 of the Credit Agreement is hereby deleted in its entirety with
the words "Intentionally Omitted" to be inserted in place thereof.
4. Section 5.11 of the Credit Agreement is hereby amended to delete sub-part (d)
in its entirety and to insert in place thereof the following:
(d) purchase money Liens on real estate and fixed assets securing loans not in
excess of the aggregate amount, for all Companies, of Twenty Five Million
Dollars ($25,000,000); and
5. Borrower hereby represents and warrants to Agent and the Banks that (a)
Borrower has the legal power and authority to execute and deliver this Second
Amendment Agreement; (b) officials executing this Second 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 Possible Default or Event of
Default exists under the Credit Agreement, nor will any occur immediately after
the execution and delivery of the Second Amendment Agreement or by the
performance or observance of any provision hereof; (e) neither Borrower nor any
Subsidiary has any claim or offset against, or defense or counterclaim to, any
of Borrower's or any Subsidiary's obligations or liabilities under the Credit
Agreement or any Related Writing, and Borrower and each Subsidiary hereby waives
and releases Agent and each of the Banks from any and all such claims, offsets,
defenses and counterclaims of which Borrower and any Subsidiary 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 and (f) this Second Amendment Agreement constitutes a valid and
binding obligation of Borrower in every respect, enforceable in accordance with
its terms.
6. 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.
7. This Second 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.
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8. The rights and obligations of all parties hereto shall be governed by the
laws of the State of Ohio.
Address: 0000 Xxxxxxx Xxxx XXXXXX XXXXXXXXXXX
Xxxxxx, XX 00000 By: /s/ Xxxx X. Xxxxxxx
--------------------------------------
Xxxx X. Xxxxxxx, Chairman, President, and
Chief Executive Officer
And: /s/ Xxxxxxx X. Xxxxxxxx, III
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Xxxxxxx X. Xxxxxxxx, III, Senior Vice
President, and Chief Financial Officer
Address: Key Tower KEYBANK NATIONAL ASSOCIATION
000 Xxxxxx Xxxxxx as a Bank and as Agent
Mailcode: OH-01-27-0611 By: /s/ Xxxxxx X. Xxxxxxxx
Xxxxxxxxx, XX 00000-0000 --------------------------------------
Xxxxxx X. Xxxxxxxx, Assistant Vice
President
Address: 000 Xxxxxxxx Xxxxxx BANK ONE, COLUMBUS, NA
Xxxxxxxxx, XX 00000-0000 By: /s/ Xxxxxxx X. Xxxxxx
Attention: N. Ohio Large Corp. --------------------------------------
Markets Group, #0149 Xxxxxxx X. Xxxxxx, Vice President and Group
Manager
Address: 000 Xxxxxxxx Xxxxxx XXX XXXX
Xxxxxxx, XX 00000 By: /s/ Xxxx X. XxXxxx
Attention: Mid-corporate --------------------------------------
Banking Division Xxxx X. XxXxxx, Vice President
Address: One Cleveland Center PNC BANK, NATIONAL ASSOCIATION
0000 X. 0xx Xx., Xxx. 0000 By: /s/ Xxxxx X. Xxxx
Xxxxxxxxx, XX 00000 --------------------------------------
Attention: Corporate Banking Xxxxx X. Xxxx, Vice President
Attention: Pittsburgh Branch ABN AMRO BANK N.V., PITTSBURGH
Xxx XXX Xxxxx, Xxx. 0000 XXXXXX
Xxxxxxxxxx, XX 00000-0000 By: ABN AMRO North America, Inc., as
agent
By: /s/ Xxx X. Xxxxxxxx
--------------------------------------
Xxx X. Xxxxxxxx, Group Vice President and
Director
And: /s/ Xxxxxxx X. Xxxx
-------------------------------------
Xxxxxxx X. Xxxx, Vice President
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The undersigned each consent to the terms hereof.
AMSCO INTERNATIONAL, INC.
MEDICAL & ENVIRONMENTAL DESIGNS, INC.
ECOMED, INC.
AMERICAN STERILIZER COMPANY
AMSCO STERILE RECOVERIES, INC.
AMSCO INTERNATIONAL SALES CORPORATION
HAS, INC.
AMSCO EUROPE, INC.
AMSCO ASIA PACIFIC, INC.
AMSCO LATIN AMERICA, INC.
CALGON XXXXXX, INC.
SURGICOT, INC.
By: /s/ Xxxx X. Xxxxxxx
------------------------------
Xxxx X. Xxxxxxx, President of each of the Companies listed
above
And: /s/ Xxxxxxx X. Xxxxxxxx, III
-----------------------------
Xxxxxxx X. Xxxxxxxx, III, Vice President, and Secretary of
each of the Companies listed above
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