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EXHIBIT 10.2
ASSIGNMENT AND ACCEPTANCE AGREEMENT
This Assignment and Acceptance Agreement (this "Assignment Agreement")
between THE BANK OF NEW YORK ("Assignor") and KEYBANK NATIONAL ASSOCIATION
("Assignee") is dated as of January 24, 2000. The parties hereto agree as
follows:
1. PRELIMINARY STATEMENT. Assignor is a party to a Credit Agreement,
dated as of January 26, 1999 (which, as the same may from time to time be
amended, restated or otherwise modified is herein called the "Credit
Agreement"), among STERIS CORPORATION, an Ohio corporation ("Borrower"), the
banking institutions named on SCHEDULE 1 thereto (collectively, "Banks" and,
individually, "Bank"), and KEYBANK NATIONAL ASSOCIATION, as agent for the
Banks ("Agent"). Capitalized terms used herein and not otherwise defined
herein that are defined in the Credit Agreement shall have the meanings
ascribed to them in the Credit Agreement.
2. ASSIGNMENT AND ASSUMPTION. Assignor hereby sells and assigns to
Assignee, and Assignee hereby purchases and assumes from Assignor, an interest
in and to Assignor's rights and obligations under the Credit Agreement,
effective as of the Assignment Effective Date (as hereinafter defined), equal
to the percentage interest specified on ANNEX 1 hereto (hereinafter,
"Assignee's Percentage") of Assignor's right, title and interest in and to (a)
the Tranche B Commitment of Assignor as set forth on ANNEX 1 (hereinafter,
"Assigned Amount"), (b) Assignee's interest in the Tranche B Loans made by
Assignor and the Banks that are outstanding on the Assignment Effective Date,
and (c) the Tranche B Note delivered to Assignor pursuant to the Credit
Agreement (collectively, the Assigned Interest"). After giving effect to such
sale and assignment and on and after the Assignment Effective Date, Assignee
shall be deemed to have a "Commitment Percentage" with respect to the Tranche
B Commitment under the Credit Agreement equal to the Commitment Percentage set
forth in subparts I.C on ANNEX 1 hereto.
3. ASSIGNMENT EFFECTIVE DATE. The Assignment Effective Date (the
"Assignment Effective Date") shall be January 25, 2000 and shall by subject to
receipt by Agent of this Assignment Agreement, including ANNEX 1 hereto,
properly executed by Assignor and Assignee and accepted and consented to by
Agent and, if necessary pursuant to the provisions of Section 10.10(A)(i) of
the Credit Agreement, by Borrower. In connection with this Assignment,
Borrower shall execute and deliver to Assignee a new Tranche B Note which
reflects Assignee's Commitment Percentage with respect to the Tranche B
Commitment after giving effect to this Assignment.
4. PAYMENT OBLIGATIONS. In consideration for the sale and assignment of
the Assigned Interest, Assignee shall pay to Assignor, on the Assignment
Effective Date, an amount in Dollars equal to Assignee's Percentage of the
principal amount then outstanding on the Tranche B Commitment. Any interest,
fees and other payments accrued prior to the Assignment Effective Date with
respect to the Assigned Amount shall be for the account of Assignor. Any
interest, fees and other payments accrued on and after the Assignment
Effective Date with respect to the Assigned Amount shall be for the account of
Assignee. Each of
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Assignor and Assignee agrees that it will hold in trust for the other party
any interest, fees or other amounts that it may receive to which the other
party is entitled pursuant to the preceding sentence and to pay to the other
party any such amounts that such party may receive promptly upon receipt
thereof.
5. CREDIT DETERMINATION; LIMITATIONS ON ASSIGNOR'S LIABILITY. Assignee
represents and warrants to Assignor, Borrower, Agent and the other Banks (a)
that it is capable of making and has made and shall continue to make its own
credit determinations and analysis based upon such information as Assignee
deemed sufficient to enter into the transaction contemplated hereby and not
based on any statements or representations by Assignor, (b) Assignee confirms
that it meets the requirements to be an assignee as set forth in Section 10.10
of the Credit Agreement; (c) Assignee confirms that it is able to fund
Assignee's portion of the Tranche B Loans as required by the Credit Agreement;
(d) Assignee agrees that it will perform in accordance with their terms all of
the obligations which by the terms of the Credit Agreement and the Related
Writings are required to be performed by it as a Bank thereunder; and (e)
Assignee represents that it has reviewed each of the Loan Documents. It is
understood and agreed that the assignment and assumption hereunder are made
without recourse to Assignor and that Assignor makes no representation or
warranty of any kind to Assignee and shall not be responsible for (i) the due
execution, legality, validity, enforceability, genuineness, sufficiency or
collectability of the Credit Agreement or any Related Writings, (ii) any
representation, warranty or statement made in or in connection with the Credit
Agreement or any of the Related Writings, (iii) the financial condition or
creditworthiness of Borrower or any Guarantor of Payment, (iv) the performance
of or compliance with any of the terms or provisions of the Credit Agreement
or any of the Related Writings, (v) inspecting any of the property, books or
records of Borrower, or (vi) the validity, enforceability, perfection,
priority, condition, value or sufficiency of any collateral securing or
purporting to secure the Loans. Neither Assignor nor any of its officers,
directors, employees, agents or attorneys shall be liable for any mistake,
error of judgment, or action taken or omitted to be taken in connection with
the Loans, the Credit Agreement or the Related Writings, except for its or
their own bad faith or willful misconduct. Assignee appoints Agent to take
such action as agent on its behalf and to exercise such powers under the
Credit Agreement as are delegated to Agent by the terms thereof.
6. INDEMNITY. Assignee agrees to indemnify and hold Assignor harmless
against any and all losses, cost and expenses (including, without limitation,
attorneys' fees) and liabilities incurred by Assignor in connection with or
arising in any manner from Assignee's performance or non-performance with
respect to the Assigned Interest.
7. SUBSEQUENT ASSIGNMENTS. After the Assignment Effective Date,
Assignee shall have the right pursuant to Section 10.10 of the Credit
Agreement to further assign the Assigned Interest, provided that (a) any such
subsequent assignment does not violate any of the terms and conditions of the
Credit Agreement, any of the Related Writings, or any law, rule, regulation,
order, writ, judgment, injunction or decree and that any consent required
under the terms of the Credit Agreement or any of the Related Writings has
been obtained, (b) the assignee under such assignment from Assignee shall
agree to assume all of Assignee's obligations hereunder in a manner
satisfactory to Assignor and (c) Assignee is not thereby released from any of
its obligations to Assignor hereunder.
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8. REDUCTIONS OF AGGREGATE AMOUNT OF COMMITMENTS. If any reduction in
the Tranche B Commitment occurs between the date of this Assignment Agreement
and the Assignment Effective Date, the percentage of the Tranche B Commitment
assigned to Assignee shall remain the percentage specified in Section 1 hereof
and the dollar amount of the Commitment of Assignee shall be recalculated based
upon the reduced Tranche B Commitment.
9. ACCEPTANCE OF AGENT; NOTICE BY ASSIGNOR. This Assignment Agreement
is conditioned upon the acceptance and consent of Agent and, if necessary
pursuant to Section 10.10A of the Credit Agreement, upon the acceptance and
consent of Borrower; provided, that the execution of this Assignment Agreement
by Agent and, if necessary, by Borrower is evidence of such acceptance and
consent.
10. ENTIRE AGREEMENT. This Assignment Agreement embodies the entire
agreement and understanding between the parties hereto and supersedes all prior
agreements and understandings between the parties hereto relating to the subject
matter hereof.
11. GOVERNING LAW. This Assignment Agreement shall be governed by the
internal law, and not the law of conflicts, of the State of Ohio.
12. COUNTERPARTS. This Assignment 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.
13. NOTICES. Notices shall be given under this Assignment Agreement in
the manner set forth in the Credit Agreement. For the purpose hereof, the
addresses of the parties hereto (until notice of a change is delivered) shall be
the address set forth under each party's name on the signature pages hereof.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement by their duly authorized officers as of the date first above
written.
ASSIGNOR:
Address: 00000 Xxxxxxxx Xxxx. Xxxxx 0000 THE BANK OF NEW YORK
Xxx Xxxxxxx, XX 00000
Attn: Xxxxxxxx Xxxxxxx By: /s/ Xxxxxxxx Xxxxxxx
Phone: (000) 000-0000 --------------------
Fax: (000) 000-0000 Title: Vice President
ASSIGNEE:
Address: 000 Xxxxxx Xxxxxx XXXXXXX NATIONAL ASSOCIATION,
Xxxxxxxxx, Xxxx 00000 as a Bank
Attn: Large Corporate Banking
By: /s/ X.X. Xxxxxx
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X.X. Xxxxxx, Vice President
Accepted and Consented to this 24th day
of January, 2000:
KEYBANK NATIONAL ASSOCIATION,
as Agent
By: /s/ X.X. Xxxxxx
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X.X. Xxxxxx, Vice President
Accepted and Consented to this 24th day
of January, 2000:
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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ANNEX 1
TO
ASSIGNMENT AND ACCEPTANCE AGREEMENT
On and after January 25, 2000 (the "Assignment Effective Date"), the
respective Tranche B Commitments of Assignee and Assignor, shall be as
follows:
I. ASSIGNEE'S TRANCHE B COMMITMENT
A. Amount of Assignee's Percentage of the Tranche
B Commitment Being Assigned ("Assignee's
Percentage") 100%
B. Assigned Amount of Tranche B Commitment $13,125,000
C. Assignee's Commitment Percentage
with respect to the Tranche B Commitment
under the Credit Agreement after giving effect
to this Assignment 28.75%
II.ASSIGNOR'S TRANCHE B COMMITMENT
A. Assignor's Commitment Percentage
with respect to the Tranche B Commitment
under the Credit Agreement 0%
B. Assignor's Tranche B Commitment
under the Credit Agreement $0
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