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EXHIBIT 10.3
TRANCHE B NOTE
$43,125,000 Cleveland, Ohio
As of January 24, 2000
FOR VALUE RECEIVED, the undersigned, STERIS CORPORATION, an Ohio
corporation ("Borrower"), promises to pay on the last day of the Commitment
Period, as defined in the Credit Agreement (as hereinafter defined), to the
order of KEYBANK NATIONAL ASSOCIATION ("Bank") at the Main Office of KEYBANK
NATIONAL ASSOCIATION, as Agent, 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000
the principal sum of
FORTY-THREE MILLION ONE HUNDRED TWENTY-FIVE
THOUSAND AND 00/100................................................ DOLLARS
or the aggregate unpaid principal amount of all Tranche B Loans made by Bank
to Borrower pursuant to Section 2.1B of the Credit Agreement, whichever is
less, in lawful money of the United States of America. As used herein,"Credit
Agreement" means the Credit Agreement dated as of January 26, 1999, among
Borrower, the banks named therein and KeyBank National Association, as Agent,
as amended and as the same may from time to time be further amended, restated
or otherwise modified. Capitalized terms used herein shall have the meanings
ascribed to them in the Credit Agreement.
Borrower also promises to pay interest on the unpaid principal amount
of each Tranche B Loan from time to time outstanding, from the date of such
Tranche B Loan until the payment in full thereof, at the rates per annum which
shall be determined in accordance with the provisions of Section 2.1B of the
Credit Agreement. Such interest shall be payable on each date provided for in
such Section 2.1B; provided, however, that interest on any principal portion
which is not paid when due shall be payable on demand.
The portions of the principal sum hereof from time to time representing
Prime Rate Loans and LIBOR Loans, and payments of principal of any thereof,
shall be shown on the records of Bank by such method as Bank may generally
employ; provided, however, that failure to make any such entry shall in no way
detract from Borrower's obligations under this Note.
If this Note shall not be paid at maturity, whether such maturity
occurs by reason of lapse of time or by operation of any provision for
acceleration of maturity contained in the Credit Agreement, the principal
hereof and the unpaid interest thereon shall bear interest, until paid, at a
rate per annum equal to the Default Rate. All payments of principal of and
interest on this Note shall be made in immediately available funds.
This Note is one of the Tranche B Notes referred to in the Credit
Agreement. Reference is made to the Credit Agreement for a description of the
right of the undersigned to anticipate payments hereof, the right of the
holder hereof to declare this Note due prior to its stated maturity, and other
terms and conditions upon which this Note is issued.
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Except as expressly provided in the Credit Agreement, Borrower
expressly waives presentment, demand, protest and notice of any kind.
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, AGENT 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 NOTE OR ANY OTHER
NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.
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
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