Exhibit 10.3



EXECUTION COPY

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STERIS CORPORATION





$40,000,000 4.20% Senior Notes, Series A-1, due December 15, 2008

$40,000,000 5.25% Senior Notes, Series A-2, due December 15, 2013

$20,000,000 5.38% Senior Notes, Series A-3, due December 15, 2015



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NOTE PURCHASE AGREEMENT



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Dated as of December 17, 2003







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TABLE OF CONTENTS



(Not a part of the Agreement)



|              |  |                                                      |  |     
|------------- |  | ---------------------------------------------------- |  | ----
|SECTION       |  | HEADING                                              |  | PAGE
|SECTION 1.    |  | AUTHORIZATION OF NOTES                               |  | 1   
|              |  |                                                     
|Section 1.1.  |  | Series A Notes                                       |  | 1   
|Section 1.2.  |  | Subsequent Series                                    |  | 1   
|              |  |                                                     
|SECTION 2.    |  | SALE AND PURCHASE OF NOTES; SUBSEQUENT
SALES         |  | 2   
|              |  |                                                     
|Section 2.1.  |  | Purchase and Sale of Notes                           |  | 2   
|Section 2.2.  |  | Guarantees                                           |  | 2   
|Section 2.3.  |  | Subsequent Sales                                     |  | 4   
|              |  |                                                     
|SECTION 3.    |  | CLOSING                                              |  | 4   
|              |  |                                                     
|SECTION 4.    |  | CONDITIONS TO CLOSING                                |  | 5   
|              |  |                                                     
|Section 4.1.  |  | Representations and Warranties                       |  | 5   
|Section 4.2.  |  | Performance; No Default                              |  | 6   
|Section 4.3.  |  | Compliance Certificates                              |  | 6   
|Section 4.4.  |  | Opinions of Counsel                                  |  | 7   
|Section 4.5.  |  | Purchase Permitted By Applicable Law, Etc.           |  | 7   
|Section 4.6.  |  | Sale of Other Notes                                  |  | 7   
|Section 4.7.  |  | Bank Credit Agreement, Security Documents, Etc       |  | 7   
|Section 4.8.  |  | Filing and Recording                                 |  | 7   
|Section 4.9.  |  | Payment of Special Counsel Fees.                     |  | 8   
|Section 4.10. |  | Private Placement Number                             |  | 8   
|Section 4.11. |  | Changes in Corporate Structure                       |  | 8   
|Section 4.12. |  | Funding Instructions                                 |  | 8   
|Section 4.13. |  | Proceedings and Documents                            |  | 8   
|              |  |                                                     
|SECTION 5.    |  | REPRESENTATIONS AND WARRANTIES OF THE
COMPANY        |  | 8   
|              |  |                                                     
|Section 5.1.  |  | Organization; Power and Authority                    |  | 9   
|Section 5.2.  |  | Authorization, Etc.                                  |  | 9   
|Section 5.3.  |  | Disclosure                                           |  | 9   
|Section 5.4.  |  | Organization and Ownership of Shares of Subsidiaries |  | 9   
|Section 5.5.  |  | Financial Statements                                 |  | 10  
|Section 5.6.  |  | Compliance with Laws, Other Instruments, Etc.        |  | 10  
|Section 5.7.  |  | Governmental Authorizations, Etc.                    |  | 10  
|Section 5.8.  |  | Litigation; Observance of Statutes and Orders        |  | 10  
|Section 5.9.  |  | Taxes                                                |  | 11  
|Section 5.10. |  | Title to Property; Leases                            |  | 11  
|Section 5.11. |  | Licenses, Permits, Etc.                              |  | 11  



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|              |  |                                             |  |   
|------------- |  | ------------------------------------------- |  | --
|Section 5.12. |  | Compliance with ERISA                       |  | 11
|Section 5.13. |  | Private Offering by the Company             |  | 12
|Section 5.14. |  | Use of Proceeds; Margin Regulations         |  | 12
|Section 5.15. |  | Existing Debt                               |  | 13
|Section 5.16. |  | Foreign Assets Control Regulations, Etc.    |  | 13
|Section 5.17. |  | Status under Certain Statutes               |  | 13
|Section 5.18. |  | Pledge Agreements                           |  | 13
|              |  |                                            
|SECTION 6.    |  | REPRESENTATIONS OF THE PURCHASER            |  | 14
|              |  |                                            
|Section 6.1.  |  | Purchase for Investment                     |  | 14
|Section 6.2.  |  | Source of Funds                             |  | 14
|              |  |                                            
|SECTION 7.    |  | INFORMATION AS TO THE COMPANY               |  | 15
|              |  |                                            
|Section 7.1.  |  | Financial and Business Information          |  | 15
|Section 7.2.  |  | Officers Certificate                       |  | 18
|Section 7.3.  |  | Inspection                                  |  | 18
|              |  |                                            
|SECTION 8.    |  | PREPAYMENT OF THE NOTES                     |  | 19
|              |  |                                            
|Section 8.1.  |  | Required Prepayments                        |  | 19
|Section 8.2.  |  | Optional Prepayments with Make-Whole Amount |  | 19
|Section 8.3.  |  | Allocation of Partial Prepayments           |  | 19
|Section 8.4.  |  | Maturity; Surrender, Etc.                   |  | 20
|Section 8.5.  |  | Purchase of Notes                           |  | 20
|Section 8.6.  |  | Make-Whole Amount                           |  | 20
|              |  |                                            
|SECTION 9.    |  | AFFIRMATIVE COVENANTS                       |  | 22
|              |  |                                            
|Section 9.1.  |  | Compliance with Law                         |  | 22
|Section 9.2.  |  | Insurance                                   |  | 22
|Section 9.3.  |  | Maintenance of Properties                   |  | 22
|Section 9.4.  |  | Payment of Taxes                            |  | 22
|Section 9.5.  |  | Corporate Existence, Etc.                   |  | 23
|Section 9.6.  |  | Notes to Rank Pari Passu                    |  | 23
|Section 9.7.  |  | Guaranty by Subsidiaries                    |  | 23
|Section 9.8.  |  | Stock Pledges                               |  | 23
|              |  |                                            
|SECTION 10.   |  | NEGATIVE COVENANTS                          |  | 24
|              |  |                                            
|Section 10.1. |  | Consolidated Net Worth                      |  | 24
|Section 10.2. |  | Limitations on Debt                         |  | 24
|Section 10.3. |  | Limitation on Liens                         |  | 25
|Section 10.4. |  | Mergers and Consolidations, Etc             |  | 27
|Section 10.5. |  | Sale of Assets                              |  | 28
|Section 10.6. |  | Transactions with Affiliates                |  | 30
|Section 10.7. |  | Designation of Subsidiaries                 |  | 30



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|              |  |                                                              |  |   
|------------- |  | ------------------------------------------------------------ |  | --
|SECTION 11.   |  | EVENTS OF DEFAULT                                            |  | 31
|              |  |                                                             
|SECTION 12.   |  | REMEDIES ON DEFAULT, ETC.                                    |  | 33
|              |  |                                                             
|Section 12.1. |  | Acceleration                                                 |  | 33
|Section 12.2. |  | Other Remedies                                               |  | 34
|Section 12.3. |  | Rescission                                                   |  | 34
|Section 12.4. |  | No Waivers or Election of Remedies, Expenses, Etc.           |  | 34
|              |  |                                                             
|SECTION 13.   |  | REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES                |  | 35
|              |  |                                                             
|Section 13.1. |  | Registration of Notes                                        |  | 35
|Section 13.2. |  | Transfer and Exchange of Notes                               |  | 35
|Section 13.3. |  | Replacement of Notes                                         |  | 35
|              |  |                                                             
|SECTION 14.   |  | PAYMENTS ON NOTES                                            |  | 36
|              |  |                                                             
|Section 14.1. |  | Place of Payment                                             |  | 36
|Section 14.2. |  | Home Office Payment                                          |  | 36
|              |  |                                                             
|SECTION 15.   |  | EXPENSES, ETC.                                               |  | 36
|              |  |                                                             
|Section 15.1. |  | Transaction Expenses                                         |  | 36
|Section 15.2. |  | Survival                                                     |  | 37
|              |  |                                                             
|SECTION 16.   |  | SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
ENTIRE AGREEMENT |  | 37
|              |  |                                                             
|SECTION 17.   |  | AMENDMENT AND WAIVER                                         |  | 38
|              |  |                                                             
|Section 17.1. |  | Requirements                                                 |  | 38
|Section 17.2. |  | Solicitation of Holders of Notes                             |  | 38
|Section 17.3. |  | Binding Effect, Etc.                                         |  | 39
|Section 17.4. |  | Notes Held by Company, Etc.                                  |  | 39
|              |  |                                                             
|SECTION 18.   |  | NOTICES                                                      |  | 39
|              |  |                                                             
|SECTION 19.   |  | REPRODUCTION OF DOCUMENTS                                    |  | 40
|              |  |                                                             
|SECTION 20.   |  | CONFIDENTIAL INFORMATION                                     |  | 40
|              |  |                                                             
|SECTION 21.   |  | SUBSTITUTION OF PURCHASER                                    |  | 41
|              |  |                                                             
|SECTION 22.   |  | MISCELLANEOUS                                                |  | 41
|              |  |                                                             
|Section 22.1. |  | Successors and Assigns                                       |  | 41
|Section 22.2. |  | Payments Due on Non-Business Days                            |  | 42



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|              |  |                                                  |  |   
|------------- |  | ------------------------------------------------ |  | --
|Section 22.3. |  | Severability                                     |  | 42
|Section 22.4. |  | Construction                                     |  | 42
|Section 22.5. |  | Counterparts                                     |  | 42
|Section 22.6. |  | Governing Law                                    |  | 42
|Section 22.7. |  | Submission to Jurisdiction; Waiver of Jury Trial |  | 42
|              | 
|Signature     |  | 44                                              



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|               |  |   |  |                                                                                              
|-------------- |  | - |  | ---------------------------------------------------------------------------------------------
|SCHEDULE A     |  |  |  | INFORMATION RELATING TO INITIAL PURCHASERS                                                   
|               |  |  
|SCHEDULE B     |  |  |  | DEFINED TERMS                                                                                
|               |  |  
|SCHEDULE 5.3   |  |  |  | Disclosure Materials                                                                         
|               |  |  
|SCHEDULE 5.4   |  |  |  | Subsidiaries of the Company and Ownership of Subsidiary Stock                                
|               |  |  
|SCHEDULE 5.5   |  |  |  | Financial Statements                                                                         
|               |  |  
|SCHEDULE 5.11  |  |  |  | Patents, etc.                                                                                
|               |  |  
|SCHEDULE 5.14  |  |  |  | Use of Proceeds                                                                              
|               |  |  
|SCHEDULE 5.15  |  |  |  | Existing Debt                                                                                
|               |  |  
|EXHIBIT 1-A    |  |  |  | Form of 4.20% Senior Note, Series A-1, due December 15, 2008                                 
|               |  |  
|EXHIBIT 1-B    |  |  |  | Form of 5.25% Senior Note, Series A-2, due December 15, 2013                                 
|               |  |  
|EXHIBIT 1-C    |  |  |  | Form of 5.38% Senior Note, Series A-3, due December 15, 2015                                 
|               |  |  
|EXHIBIT 1.2    |  |  |  | Form of Supplemental Note                                                                    
|               |  |  
|EXHIBIT 2.2(a) |  |  |  | Form of Subsidiary Guaranty                                                                  
|               |  |  
|EXHIBIT 2.2(b) |  |  |  | Form of Pledge Agreement                                                                     
|               |  |  
|EXHIBIT 2.2(c) |  |  |  | Form of Intercreditor Agreement                                                              
|               |  |  
|EXHIBIT 2.3    |  |  |  | Form of Supplemental Note Purchase Agreement                                                 
|               |  |  
|EXHIBIT 4.4(a) |  |  |  | Form of Opinion of Special Counsel to the Company, the Subsidiary Guarantors and the Pledgors
|               |  |  
|EXHIBIT 4.4(b) |  |  |  | Form of Opinion of Special Counsel to the Purchasers                                         



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STERIS CORPORATION

5960 HEISLEY ROAD

MENTOR,
OHIO 44060-1834



$40,000,000 4.20% Senior
Notes, Series A-1, due December 15, 2008

$40,000,000 5.25% Senior Notes, Series A-2, due December 15, 2013

$20,000,000 5.38% Senior Notes, Series A-3, due December 15, 2015



Dated as of December 17, 2003



TO THE PURCHASER LISTED IN THE
ATTACHED

SCHEDULE A WHO IS A
SIGNATORY HERETO:



Ladies and Gentlemen:



STERIS Corporation, an Ohio
corporation (the Company), agrees with you as follows:



SECTION 1. AUTHORIZATION OF NOTES.



Section 1.1. Series A Notes. The Company will authorize the issuance and sale of (a) $40,000,000 aggregate principal amount of its 4.20% Senior
Notes, Series A-1, due December 15, 2008 (the Series A-1 Notes), (b) $40,000,000 aggregate principal amount of its 5.25% Senior Notes, Series A-2, due December 15, 2013 (the Series A-2 Notes) and (c) $20,000,000
aggregate principal amount of its 5.38% Senior Notes, Series A-3, due December 15, 2015 (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). The Series A Notes shall be substantially in the form set out in Exhibit 1-A, Exhibit 1-B and Exhibit 1-C, respectively, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized terms used
in this Agreement are defined in Schedule B; references to a Schedule or an Exhibit are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.



Section 1.2. Subsequent Series. Subsequent Series of promissory notes
(collectively, the Supplemental Notes) may be issued pursuant to Supplemental Note Purchase Agreements as provided in Section 2.3 in an aggregate principal amount not to exceed $50,000,000 and: (a) shall be sequentially identified as
Series B Notes, Series C Notes, Series D Notes et seq. and may consist of more than one different and separate tranches, but all such different and separate tranches of the same Series shall constitute one Series;
(b) shall be in the aggregate principal amount of not less than $5,000,000 per each such series, (c) shall be dated the date of such Supplemental Note Purchase Agreement, (d) shall bear interest from such date at the rate per annum to be determined
as of such date, (e) shall bear interest on overdue principal (including any overdue optional prepayment of principal) and premium, if any, and, to the extent permitted by law, on any overdue installment of interest at the stated rate plus 2%, (f)
shall be



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|STERIS CORPORATION |  | NOTE PURCHASE AGREEMENT



subject to required and optional prepayments, and (g) shall be expressed to mature on the stated maturity date, all as set forth in the Supplemental Note
Purchase Agreement relating thereto and shall otherwise be substantially in the form attached hereto as Exhibit 1.2; provided, no Supplemental Notes shall be issued if at the time of issuance thereof and after giving effect to the application of
proceeds therefor, any Default or Event of Default shall have occurred and be continuing. The Series A Notes, and the Supplemental Notes are herein sometimes collectively referred to as the Notes. As used herein, the term
Notes shall include, without limitation, each Note delivered pursuant to this Agreement, the Other Agreements and any other Supplemental Note Purchase Agreement at the Closing and/or at any Supplemental Closing and each Note delivered in
substitution or exchange for any such Note pursuant hereto.



SECTION 2. SALE AND PURCHASE OF NOTES; SUBSEQUENT SALES.



Section 2.1. Initial Sale of Notes. Subject to the terms and
conditions of this Agreement, the Company will issue and sell to you and you will purchase from the Company, at the Closing provided for in Section 3, Series A Notes in the principal amount and of the tranche specified opposite your name in Schedule
A at the purchase price of 100% of the principal amount thereof. Contemporaneously with entering into this Agreement, the Company is entering into separate Note Purchase Agreements (the Other Agreements) identical with this
Agreement with each of the other purchasers named in Schedule A (the Other Purchasers), providing for the sale at such Closing to each of the Other Purchasers of Series A Notes in the principal amount and of the tranche specified
opposite its name in Schedule A. You and the Other Purchasers are herein sometimes collectively referred to as the Initial Purchasers. Your obligation hereunder, and the obligations of the Other Purchasers under the Other Agreements, are
several and not joint obligations, and you shall have no obligation under any Other Agreement and no liability to any Person for the performance or nonperformance by any Other Purchaser thereunder. Without limiting the foregoing, the Company
understands and agrees that your commitment and that of the Other Purchasers under the Other Agreements to purchase the Series A Notes as herein and therein contemplated does not constitute a commitment, obligation or indication of interest to
purchase any Supplemental Notes.



Section 2.2.
Guarantees. (a) The payment by the Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under this Agreement and the Other Agreements will be absolutely and unconditionally guaranteed by
Ecomed, Inc., an Indiana corporation, American Sterilizer Company, a Pennsylvania corporation, STERIS Europe, Inc., a Delaware corporation, STERIS Asia Pacific, Inc., a Delaware corporation, STERIS Inc., a Delaware corporation, HTD Holding Corp., a
Delaware corporation, HSTD LLC, a Delaware limited liability company, Hausted, Inc., a Delaware corporation, Isomedix Inc., a Delaware corporation, Isomedix Operations Inc., a Delaware corporation, SterilTek, Inc. a Nevada corporation, STERIS Latin
America, Inc., a Delaware corporation and Strategic Technology Enterprises, Inc., a Delaware corporation (together with any additional Subsidiary who delivers a guaranty pursuant to Section 9.7, the Subsidiary Guarantors) pursuant
to the guaranty agreement substantially in the form of Exhibit 2.2(a) attached hereto and made a part hereof (as the same may be amended, modified, extended or renewed, the Subsidiary Guaranty).



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|------------------ |  | -----------------------
|STERIS CORPORATION |  | NOTE PURCHASE AGREEMENT



(b) The Notes will be entitled to the benefit of and will be secured by the pledge agreements each
dated as of December 17, 2003 by and among the Company, American Sterilizer Company, a Pennsylvania corporation, Isomedix Inc., a Delaware corporation, STERIS Asia Pacific, Inc., a Delaware corporation, STERIS Europe, Inc., a Delaware corporation,
and STERIS Latin America, Inc., a Delaware corporation, respectively (collectively, the Pledgors), and KeyBank National Association, as collateral agent (the Collateral Agent) under the Intercreditor Agreement,
pursuant to the pledge agreement substantially in the form of Exhibit 2.2(b)attached hereto and made a part hereof (collectively, as the same may be further amended, supplemented or otherwise modified from time to time, the Pledge
Agreements).



The Pledge Agreements and any other
instruments, documents, agreements related hereto pursuant to which the Company or any Subsidiary agrees to grant Liens in favor of the Collateral Agent for the ratable benefit of the Creditors are hereinafter referred to as the Collateral
Documents. The Collateral Documents and the Subsidiary Guaranty are hereinafter collectively referred to as the Security Documents.



(c) The enforcement of the rights and benefits in respect of the Security Documents and the allocation of proceeds thereof
will be subject to an intercreditor agreement dated as of December 17, 2003 entered into by the Agent on behalf of the Banks, the Collateral Agent and you, substantially in the form of Exhibit 2.2(c) attached hereto and made a part hereof (as
the same may be further amended, supplemented or otherwise modified from time to time, the Intercreditor Agreement).



(d) If at any time the Company or any Subsidiary shall grant to any one or more of the Agent or the Banks security of any kind or provide any one or more
of the Agent or the Banks with additional guaranties or other credit support of any kind pursuant to the requirements of the Bank Credit Agreement, then the Company or such Subsidiary shall grant to the holders of the Notes the same security or
guaranty so that the holders of the Notes shall at all times be secured on an equal and pro rata basis with the Banks. All such additional guaranties shall be given to the holders of the Notes pursuant to Section 9.7 of this Agreement.



(e) The holders of the Notes agree that the obligations of any
Subsidiary under the Subsidiary Guaranty and the Liens of the Collateral Documents in respect of all or any part of the Collateral therein described shall be automatically released and discharged without the necessity of further action on the part
of the holders of the Notes if, and to the extent, the corresponding guaranty or Lien given pursuant to the terms of the Bank Credit Agreement is released and discharged, providedthat in the event the Company or any Subsidiary shall again
become obligated under or with respect to the previously discharged Subsidiary Guaranty or again grant the discharged Lien, as the case may be, pursuant to the terms and provisions of the Subsidiary Guaranty, Pledge Agreement, the Bank Credit
Agreement or any additional bank loan agreement entered into by the Company pursuant to which such lenders make available to the Company credit facilities which are pari passu with the Notes, then the Lien granted by the Company or its
Subsidiaries under the Pledge Agreement or other Collateral Document or obligations of such Subsidiary under the Subsidiary Guaranty, as the case may be, shall be reinstated and any release thereof previously given shall be deemed null and void, and
such Subsidiary Guaranty shall again benefit the holders of the Notes on an equal and pro rata basis



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|------------------ |  | -----------------------
|STERIS CORPORATION |  | NOTE PURCHASE AGREEMENT



and such reinstated Lien and Subsidiary Guaranty shall once again be subject to the terms of the Intercreditor Agreement. Any release by the holders of the
Notes under this Section 2.2(e)shall be deemed to have occurred concurrently with the release and discharge under the Bank Credit Agreement. Further, any reinstatement of a Subsidiary Guaranty or Lien pursuant to the terms hereof shall
comply with the terms of Sections 9.7and 9.8 hereof. The Company shall promptly notify the holders of the Notes of any release of a Subsidiary Guaranty pursuant to this Section 2.2(e) and shall deliver evidence of any release
or discharge of a guaranty or Lien in customary form.



Section 2.3. Subsequent Sales. At any time, and from time to time, the Company and one or more Eligible Purchasers may enter into an agreement substantially in the form of the Supplemental Note Purchase Agreement attached hereto as
Exhibit 2.3 (a Supplemental Note Purchase Agreement) in which the Company shall agree to sell to each such Eligible Purchaser named on the Supplemental Purchaser Schedule attached thereto (collectively, the
Supplemental Purchasers) and, subject to the terms and conditions herein and therein set forth, each such Supplemental Purchaser shall agree to purchase from the Company the aggregate principal amount of the Series of Supplemental
Notes (which series shall aggregate not less than $5,000,000 and may consist of more than one different and separate tranches, but all such different and separate tranches of the same Series shall constitute one Series) described in such
Supplemental Note Purchase Agreement and set opposite such Supplemental Purchasers name in the Supplemental Purchaser Schedule attached thereto at the price and otherwise under the terms set forth in such Supplemental Note Purchase Agreement.
The sale of the Supplemental Notes of the Series described in such Supplemental Note Purchase Agreement will take place at the location, date and time set forth therein at a closing (a Supplemental Closing). At such Supplemental
Closing the Company will deliver to each such Supplemental Purchaser one or more Notes of the Series to be purchased by such Supplemental Purchaser registered in such Supplemental Purchasers name (or in the name of its nominee), evidencing the
aggregate principal amount of Notes of such Series to be purchased by such Supplemental Purchaser and in the denomination or denominations specified with respect to such Supplemental Purchaser in such Supplemental Purchaser Schedule against payment
of the purchase price thereof by transfer of immediately available funds for credit to the Companys account on the date of such Supplemental Closing (a Supplemental Closing Date) (as specified in a notice to each such
Supplemental Purchaser at least three Business Days prior to such Supplemental Closing Date).



SECTION 3. CLOSING.



The sale and purchase of the Series A Notes to be purchased by you and the Other Purchasers shall occur at the offices of
Chapman and Cutler LLP, 111 West Monroe Street, Chicago, IL, at 10:00 A.M. (Chicago time), at a closing (the Initial Closing) on December 17, 2003. At the Initial Closing the Company will deliver to
you the Series A Notes in the tranche to be purchased by you in the form of a single Series A Note for each tranche of the Notes to be purchased by you (or such greater number of Series A Notes in denominations of at least $500,000 as you may
request) dated the date of the Initial Closing and registered in your name (or in the name of your nominee), against delivery by you to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire
transfer of immediately available funds for the account of the Company to its account at PNC Bank, as



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|STERIS CORPORATION |  | NOTE PURCHASE AGREEMENT



referred to in the written instructions delivered pursuant to Section 4.12 hereof. If at the Initial Closing the Company shall fail to tender such
Series A Notes to you as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to your satisfaction, you shall, at your election, be relieved of all further obligations under
this Agreement, without thereby waiving any rights you may have by reason of such failure or such nonfulfillment. The Initial Closing and each Supplemental Closing are hereinafter sometimes each referred to as Closing.



SECTION 4. CONDITIONS
TO CLOSING.



Your obligation to
execute and deliver this Agreement and the obligations of each Initial Purchaser to purchase and pay for the Series A Notes to be sold at the Initial Closing is subject to the fulfillment to your satisfaction prior to or on the date of Initial
Closing to the following conditions set forth in this Section 4.Each Supplemental Purchasers obligation to execute and deliver a Supplemental Note Purchase Agreement and the obligations of each Supplemental Purchaser to purchase and
pay for the Notes to be sold at the applicable Supplemental Closing is subject to the fulfillment to such Supplemental Purchasers satisfaction prior to or on the date of such Closing, of the following conditions set forth in this Section
4.



Section 4.1. Representations and Warranties. (a)
The representations and warranties of the Company in this Agreement shall be correct when made on the date of the Initial Closing (or if such representation or warranty is expressly stated to have been made as of a specific date, as of such specific
date), and, in the case of any Supplemental Closing, the representations and warranties of the Company in this Agreement, as modified by any amendment, supplement or superseding provision pursuant to the Supplemental Note Purchase Agreement shall be
correct when made on the date of such Supplemental Closing (or if such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).



(b) The representations and warranties of each Subsidiary Guarantor in the Subsidiary Guaranty shall be correct when made on
the date of the Initial Closing (or if such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), and, in the case of any Supplemental Closing, the representations and warranties of the
Subsidiary Guarantor, as modified by any amendment, supplement or superseding provision pursuant to any supplemental agreement shall be correct when made on the date of such Supplemental Closing (or if such representation or warranty is expressly
stated to have been made as of a specific date, as of such specific date).



(c) The representations and warranties of each Pledgor in the Pledge Agreement to which it is a party shall be correct when made on the date of the Initial Closing (or if such representation or warranty is expressly
stated to have been made as of a specific date, as of such specific date), and, in the case of any Supplemental Closing, the representations and warranties of the Pledgor as modified by any amendment, supplement or superseding provision pursuant to
any supplemental agreement shall be correct when made on the date of such Supplemental Closing (or if such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).



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|STERIS CORPORATION |  | NOTE PURCHASE AGREEMENT



Section 4.2. Performance; No Default. (a) The Company shall have performed and complied with
all material agreements and conditions contained in this Agreement (or in the applicable Supplemental Note Purchase Agreement) required to be performed or complied with by it prior to or at the time of such applicable Closing, and after giving
effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Schedule 5.14), no Default or Event of Default shall have occurred and be continuing.



(b) Each Subsidiary Guarantor shall have performed and complied with all
material agreements and conditions contained in the Subsidiary Guaranty required to be performed and complied with by it prior to or at the time of such applicable Closing, and after giving effect to the issue and sale of Notes (and the application
of the proceeds thereof as contemplated by Schedule 5.14), no Default or Event of Default shall have occurred and be continuing.



(c) Each Pledgor shall have performed and complied with all material agreements and conditions contained in the Pledge Agreement required to be performed
and complied with by it prior to or at the time of such applicable Closing, and after giving effect to the issuance and sale of the Notes (and the application of the proceeds thereof as contemplated by Schedule 5.14), no Default or Event of
Default shall have occurred and be continuing.



Section 4.3.
Compliance Certificates.



(a) Officers
Certificate. The Company shall have delivered to you an Officers Certificate, dated the date of such applicable Closing, certifying that the conditions specified in Sections 4.1(a), 4.2(a) and 4.11 have been fulfilled.



(b) Subsidiary Guarantor Officers Certificate.Each Subsidiary Guarantor shall have delivered to you a certificate of an authorized officer, dated the date of such applicable Closing certifying that the conditions set forth in Sections 4.1(b), 4.2(b) and 4.11 have been
fulfilled.



(c) Pledgor Officers Certificate.Each
Pledgor shall have delivered to you a certificate of an authorized officer, dated the date of such applicable Closing certifying that the conditions set forth in Sections 4.1(c), 4.2(c) and 4.11 have been fulfilled.



(d) Authorization Certificate. The Company shall have delivered to
you a certificate dated the date of such applicable Closing certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes, the Agreement, the Other Agreements or
the Supplemental Note Purchase Agreement, as the case may be, and the Security Documents to which it is a party.



(e) Subsidiary Guarantor Authorization Certificate. Each Subsidiary Guarantor shall have delivered to you a certificate dated the date of such
applicable Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Subsidiary Guaranty.



(f) Pledgor Authorization Certificate. Each Pledgor shall have delivered to you a certificate dated the date of such
applicable Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Pledge Agreement.



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Section 4.4. Opinions of Counsel. You shall have received opinions in form and substance
satisfactory to you, dated the date of such applicable Closing (a) from Jones Day, counsel for the Company, the Subsidiary Guarantors and the Pledgors, and/or such other counsel for the Company, the Subsidiary Guarantors and the Pledgors, which may
include in-house counsel, covering the matters set forth in Exhibit 4.4(a) (and the Company hereby instructs its counsel to deliver such opinion to you) and (b) from Chapman and Cutler LLP, your special counsel in connection with such
transactions, substantially in the form set forth in Exhibit 4.4(b) and covering such other matters incident to such transactions as you may reasonably request.



Section 4.5. Purchase Permitted By Applicable Law, Etc. On the date of such applicable Closing your purchase of Notes
shall (a) be permitted by the laws and regulations of each jurisdiction to which you are subject, without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without
restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject you to
any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date of the applicable Closing. If requested by you, you shall have received an Officers Certificate
certifying as to such matters of fact as you may reasonably specify to enable you to determine whether such purchase is so permitted.



Section 4.6. Sale of Other Notes. Contemporaneously with such applicable Closing, the Company shall sell to the Other Purchasers, and the Other
Purchasers shall purchase, the Notes to be purchased by them at such Closing as specified in Schedule A to this Agreement or the Supplemental Note Purchase Agreement, as the case may be.



Section 4.7. Bank Credit Agreement, Security Documents, Etc. (a) All
necessary consents and acknowledgements relating to the Bank Credit Agreement, the Security Documents and the Intercreditor Agreement shall be in form and substance satisfactory to you and your special counsel, shall have been duly executed and
delivered by the parties thereto and shall be in full force and effect and you shall have received true, correct and complete copies of each thereof.



(b) At each Supplemental Closing, the Security Documents (including, without limitation, the Subsidiary Guaranty) and the Intercreditor Agreement shall be
amended and/or supplemented as necessary to include the Supplemental Notes thereunder.



Section 4.8. Filing and Recording. The Collateral Documents (and/or financing statements or similar notices thereof if and to the extent permitted or required by applicable law) and the collateral described
therein shall have been recorded or filed for record in such public offices or otherwise maintained in the possession of the appropriate party, as the case may be, as may be required pursuant to the terms of the Intercreditor Agreement.



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Section 4.9. Payment of Special Counsel Fees.Without limiting the provisions of Section
15.1, the Company shall have paid on or before the date of such applicable Closing the fees, charges and disbursements of your special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to
the Company at least two Business Days prior to such Closing.



Section 4.10. Private Placement Number. A Private Placement Number issued by Standard & Poors CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners)
shall have been obtained for each tranche of the Series of Notes then to be issued.



Section 4.11. Changes in Corporate Structure. Other than as permitted by the terms of this Agreement after the Initial Closing, the Company, the Subsidiary Guarantors and the Pledgors shall not have changed
their jurisdiction of incorporation or been a party to any merger or consolidation and shall not have succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial
statements referred to in Schedule 5.5.



Section
4.12.Funding Instructions. At least three Business Days prior to the date of such Closing, you shall have received written instructions executed by a Responsible Officer of the Company directing the manner of the payment of funds
and setting forth (a) the name and address of the transferee bank, (b) such transferee banks ABA number, (c) the account name and number into which the purchase price for the Notes is to be deposited, (d) the name and telephone number of the
account representative responsible for verifying receipt of such funds and (e) any other information that may be required to effect such transfer.



Section 4.13. Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and
all documents and instruments incident to such transactions shall be satisfactory to you and your special counsel, and you and your special counsel shall have received all such counterpart originals or certified or other copies of such documents as
you or they may reasonably request.



SECTION 5.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.



The Company represents and warrants to you on the date of the Initial Closing those representations and warranties set forth in Sections 5.1
through Section 5.18:



The Purchasers and the holders
of the Notes recognize and acknowledge that the Company may supplement or amend, as appropriate, the following representations and warranties, as well as the schedules related thereto, pursuant to a Supplemental Note Purchase Agreement on the date
of each Supplemental Closing; providedthat no such supplement or amendment to any representation or warranty applicable to any Supplemental Closing shall change or otherwise modify or be deemed or construed to change or otherwise modify any
representation or warranty given on the date of the Initial Closing or any determination of the falseness or inaccuracy thereof within the limitations of Section 11(e).



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Section 5.1. Organization; Power and Authority. The Company is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those
jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold
under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement, the Other Agreements, the Notes and the Security Documents to which it is a
party and to perform the provisions hereof and thereof.



Section 5.2. Authorization, Etc. This Agreement, the Other Agreements, the Notes and the Security Documents to which it is a party have been duly authorized by all necessary corporate action on the part of the Company, and this
Agreement constitutes, and upon execution and delivery thereof and upon receipt of consideration therefor each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms,
except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors rights generally and (b) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).



Section 5.3. Disclosure. The Company, through its agents, Harris Nesbitt and ABN AMRO have delivered to you and each Other Purchaser a copy of a Private Placement Memorandum, dated October 30, 2003 as amended
or supplemented (the Memorandum), relating to the transactions contemplated hereby. This Agreement, the Memorandum, the Securities and Exchange Commission filings, press releases and other documents identified in Schedule
5.3 and the financial statements listed in Schedule 5.5, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in the light of
the circumstances under which they were made. Since March 31, 2003, there has been no change in the financial condition, operations, business or properties of the Company or any of its Subsidiaries except changes that individually or in the
aggregate would not reasonably be expected to have a Material Adverse Effect.



Section 5.4. Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 is (except as noted therein) a complete and correct list (i) of the Companys Subsidiaries, showing, as to
each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary and (ii) of the
Companys Restricted Subsidiaries.



(b) All of the
outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the
Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4and except for Liens permitted bySection 10.3(e)).



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(c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly
organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is
required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the
corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.



Section 5.5. Financial Statements. The Company has delivered to each Purchaser copies of the consolidated financial
statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of
the Company and its Subsidiaries as of the respective dates specified in such financial statements and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP
consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments).



Section 5.6. Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Company of
this Agreement, the Other Agreements, the Notes and the Security Documents to which its is a party will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of
the Company or any Restricted Subsidiary (except the creation of Liens contemplated by the Collateral Documents) under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other
Material agreement or instrument to which the Company or any Restricted Subsidiary is bound or by which the Company or any Restricted Subsidiary or any of their respective properties may be bound or affected, (b) conflict with or result in a breach
of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Restricted Subsidiary or (c) violate any provision of any statute or other
rule or regulation of any Governmental Authority applicable to the Company or any Restricted Subsidiary.



Section 5.7. Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any
Governmental Authority by the Company is required in connection with the execution, delivery or performance by the Company of this Agreement, the Other Documents, the Notes or the Security Documents to which it is a party.



Section 5.8. Litigation; Observance of Statutes and Orders. (a) Except
as disclosed in Schedule 5.8, there are no actions, suits or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any Restricted Subsidiary or any property of the Company or any Restricted
Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.



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(b) Neither the Company nor any Restricted Subsidiary is in default under any order, judgment, decree
or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws) of any Governmental Authority, which default or violation,
individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.



Section 5.9. Taxes. The Company and its Restricted Subsidiaries have filed all tax returns that are required to have been filed in any
jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments payable by them, to the extent such taxes and assessments have become due and payable and before they have become delinquent,
except for any taxes and assessments (a) the amount of which is not individually or in the aggregate Material or (b) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with
respect to which the Company or a Restricted Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The federal income tax liabilities of the Company and its Subsidiaries are not subject to further review by the
Internal Revenue Service and have been paid, for all fiscal years up to and including the fiscal year ended March 31, 1996.



Section 5.10. Title to Property; Leases. The Company and its Restricted Subsidiaries have good and sufficient title to their respective Material
properties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or acquired by the Company or any Restricted Subsidiary after said date (except as sold or otherwise disposed of in the
ordinary course of business), in each case free and clear of Liens prohibited by this Agreement except for those defects in title and Liens that individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
All Material leases are valid and subsisting and are in full force and effect in all material respects.



Section 5.11. Licenses, Permits, Etc. Except as disclosed in Schedule 5.11, the Company and its Restricted Subsidiaries own or possess all
licenses, permits, franchises, authorizations, patents, copyrights, service marks, trademarks and trade names, or rights thereto, that are Material, without known conflict with the rights of others, except for those conflicts that, individually or
in the aggregate, would not have a Material Adverse Effect.



Section 5.12. Compliance with ERISA. (a) The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance which have not resulted in and
would not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to
employee benefit plans (as defined in Section 3 of ERISA), and no event, transaction or condition has occurred or exists that would reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in
the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to Section 401(a)(29) or 412 of the Code,
other than such liabilities or Liens as would not be individually or in the aggregate reasonably be expected to be Material.



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(b) The present value of the aggregate benefit liabilities under each of the Plans subject to ERISA
(other than Multiemployer Plans), determined as of the end of such Plans most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plans most recent actuarial valuation report, did not
exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities by an amount that would reasonably be expected to have a Material Adverse Effect. The term benefit liabilities has the meaning specified
in Section 4001 of ERISA and the terms current value and present value have the meaning specified in section 3 of ERISA.



(c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under Section
4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material.



(d) The expected post-retirement benefit obligation (determined as of the last day of the Companys most recently ended fiscal year in accordance
with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by Section 4980B of the Code) of the Company and its Restricted Subsidiaries does not exceed $60,000,000.



(e) The execution and delivery of this Agreement and the
issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which a tax could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code. The
representation by the Company in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of your representation in Section 6.2 as to the sources of the funds used to pay the purchase price of the
Notes to be purchased by you.



Section 5.13. Private
Offering by the Company. Neither the Company nor, assuming the accuracy of the Offeree Letters, anyone acting on its behalf has offered the Series A Notes, the Subsidiary Guaranties or any similar securities for sale to, or solicited any offer
to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than you, the Other Purchasers and not more than 41 other Institutional Investors, each of which has been offered the Series A Notes at a
private sale for investment. Neither the Company nor, assuming the accuracy of the Offeree Letters, anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes or the Subsidiary Guaranties to
the registration requirements of Section 5 of the Securities Act.



Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Series A Notes as set forth in Schedule 5.14. No part of the proceeds from the sale of the Notes hereunder will be used,
directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any
securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute
more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not



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have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms margin
stock and purpose of buying or carrying shall have the meanings assigned to them in said Regulation U.



Section 5.15. Existing Debt. Schedule 5.15 sets forth a complete and correct list of all outstanding Debt with an aggregate outstanding
principal amount in excess of $10,000,000 (provided that the aggregate amount of all such Debt not listed on Schedule 5.15 does not exceed $25,000,000) of the Company and its Restricted Subsidiaries as of September 30, 2003, since
which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company or its Restricted Subsidiaries. Neither the Company nor any Restricted Subsidiary is in default
and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company or such Restricted Subsidiary and no event or condition exists with respect to any Debt of the Company or any Restricted
Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment, other than
with respect to any such Debt, a default under which would not individually or in the aggregate have a Material Adverse Effect.



Section 5.16. Foreign Assets Control Regulations, Etc. Neither the sale of the Notes by the Company hereunder nor its use of the proceeds thereof
will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating
thereto. Without limiting the foregoing, (a) neither the Company nor any Subsidiary (i) is or will become a person whose property or interests in property are blocked pursuant to Section 1 of United States Executive Order 13224 of September 23, 2001
Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) or (ii) to its knowledge after reasonable inquiry, engages or will engage in any dealings or transactions,
or be otherwise associated, with any such person and (b) the Company and its Subsidiaries are in compliance, in all Material respects, with the U.S.A. Patriot Act of 2001 (signed into law October 26, 2001).



Section 5.17. Status under Certain Statutes. Neither the Company nor
any Subsidiary is an investment company, nor controlled by an investment company, required to be registered under the Investment Company Act of 1940, as amended, or is subject to regulation under the Public Utility Holding
Company Act of 1935, as amended, the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended.



Section 5.18. Pledge Agreements. The provisions of the Pledge Agreements and the Intercreditor Agreement are effective to create in favor of the
Collateral Agent, for the ratable benefit of the Creditors, a legal, valid and enforceable security interest in all right, title and interest of the Pledgors in the pledged stock described therein; the Collateral Agent has received possession of the
stock certificates representing the shares of pledged stock described therein or otherwise has been granted a first priority security interest, registered in the name of the Collateral Agent or otherwise accompanied by undated stock powers duly
executed in blank; and the Pledge Agreement constitutes (together with possession by the Collateral Agent of the applicable stock certificates) a fully perfected and continuing first priority Lien on and security interest in all right, title and
interest of the Company in the pledged stock described therein.



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SECTION 6. REPRESENTATIONS OF
THE PURCHASER.



Section 6.1.
Purchase for Investment. (a) You represent that (i) you are purchasing the Notes for your own account or for one or more separate accounts maintained by you or for the account of one or more pension or trust funds and not with a view to the
distribution thereof; provided that the disposition and sale of your or their property shall at all times be within your or their control, (ii) you are a qualified institutional buyer within the meaning of Rule 144A(a)(1) under
the Securities Act. You understand that the Notes and the Subsidiary Guaranties have not been, and will not be, registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an
exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes and the Subsidiary Guaranties.



(b) Each Initial Purchaser further represents that in connection with the
offer and sale of the Notes:



(i) it, or its
representatives, received the Memorandum on or before November 3, 2003;



(ii) its, or its representatives, decision to submit a bid was made prior to November 11, 2003 or in the case of Teachers Insurance and Annuity Association of America and TIAA-CREF Life Insurance Company, its
decision to submit a bid was based on information provided on or before November 10, 2003 and such decision was not influenced in any way by information provided after such date; and



(iii) it, or its representative, was invited to join a Management Call to discuss the business
of the Company in connection with the Memorandum, the Notes and the Subsidiary Guaranties on November 5, 2003 and either (A) it did participate in such Management Call or (B) it had the opportunity to listen, and did listen, to a replay
of such Management Call prior to November 11, 2003.



Section 6.2. Source of Funds. You represent that at least one of the following statements is an accurate representation as to each source of funds (a Source) to be used by you to pay the purchase price of the Notes
to be purchased by you hereunder:



(a) the
Source is an insurance company general account within the meaning of Department of Labor Prohibited Transaction Exemption (PTE) 95-60 (issued July 12, 1995) and there is no employee benefit plan, treating as a single
plan, all plans maintained by the same employer or employee organization, with respect to which the amount of the general account reserves and liabilities for all contracts held by or on behalf of such plan, exceed ten percent (10%) of the total
reserves and liabilities of such general account (exclusive of separate account liabilities) plus surplus, as set forth in the NAIC Annual Statement filed with your state of domicile; or



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(b) the Source is either (i) an insurance company pooled separate account, within the
meaning of PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (b), no
employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or



(c) the Source constitutes assets of an investment
fund (within the meaning of Part V of the QPAM Exemption) managed by a qualified professional asset manager or QPAM (within the meaning of Part V of the QPAM Exemption), no employee benefit plans assets that are
included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or
by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part l(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled
by the QPAM (applying the definition of control in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included
in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (c); or



(d) the Source is a governmental plan; or



(e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans,
each of which has been identified to the Company in writing pursuant to this paragraph (e); or



(f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.



As used in this Section 6.2, the terms employee benefit
plan, governmental plan, party in interest and separate account shall have the respective meanings assigned to such terms in Section 3 of ERISA.



SECTION 7. INFORMATION AS TO THE
COMPANY.



Section 7.1. Financial and
Business Information. The Company shall furnish to each holder of Notes that is an Institutional Investor:



(a) Quarterly Statements  within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company
(other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:



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(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of
such quarter, and



(ii) consolidated
statements of income and cash flows of the Company and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,



setting forth in each case in comparative form the figures for the
corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material
respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments; provided that delivery within the time period specified above of
copies of the Companys Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);



(b) Annual Statements  within
140 days after the end of each fiscal year of the Company, duplicate copies of,



(i) a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and



(ii) consolidated statements of income and cash flows of the
Company and its Subsidiaries, for such year,



setting forth in
each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing,
which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with
GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the
circumstances, and provided that the delivery within the time period specified above of the Companys Annual Report on Form 10-K for such fiscal year (together with the Companys annual report to shareholders, if any, prepared
pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(b);



(c) SEC and Other Reports  promptly upon their
becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, and (ii) each regular or periodic report, each registration statement that
shall have become effective (without exhibits except as expressly requested by such holder), and each final prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission;



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(d) Notice of Default or Event of Default  promptly, and in any event
within five days after a Responsible Officer becoming aware of the existence of any Default or Event of Default, a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with
respect thereto;



(e) ERISA Matters
 promptly, and in any event within five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take
with respect thereto:



(i) with respect to any
Plan, any reportable event, as defined in Section 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or



(ii) the taking by the PBGC of steps to institute, or the
threatening in writing by the PBGC of the institution of, proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from
a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or



(iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate
pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to
Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect;



(f) Unrestricted Subsidiaries  if and for so
long as Unrestricted Subsidiaries contribute in the aggregate 10% or more of the Consolidated Total Assets or 10% or more of Consolidated EBITDA in any fiscal period of the Company and its consolidated Subsidiaries, then the Company shall be
required, within the respective periods provided in Sections 7.1(a)and 7.1(b), to provide consolidated financial statements of the Company and its Restricted Subsidiaries pursuant to Sections 7.1(a) and 7.1(b), without
taking into consideration the financial statements pertaining to Unrestricted Subsidiaries, together with a table reflecting eliminations or adjustments required to reconcile such financial statements to the financial statements of the Company and
its consolidated Subsidiaries, with the effect and result that financial terms and definitions used in determining compliance with financial covenants herein contained shall apply to the Company and its Restricted Subsidiaries, rather than the
Company and its consolidated Subsidiaries;



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(g) Requested Information  with reasonable promptness, such other
available information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its obligations hereunder and under the
Notes as from time to time may be reasonably requested by any such holder of Notes, including any such requests in connection with a formal request by the Securities Valuation Office of the NAIC (or any successor to the duties thereof) related to
the assignment or maintenance of a designation of a rating with respect to the Notes;



(h) Supplemental Note Purchase Agreements - promptly, and in any event within ten Business Days after the issuance of any
Supplemental Notes, a correct and complete copy of the Supplemental Note Purchase Agreement executed in connection with such issuance.



Section 7.2. Officers Certificate. Each set of financial statements furnished to a holder of Notes pursuant to Section 7.1(a) or
Section 7.1(b) hereof shall be accompanied or preceded by a certificate of a Senior Financial Officer setting forth:



(a) Covenant Compliance  the information (including detailed calculations) required in order to establish whether the Company
was in compliance with the requirements of Sections 10.1 through Section 10.2 hereof, inclusive, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where
applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and



(b) Event of Default  a statement that such
officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Restricted Subsidiaries from the beginning of the quarterly or annual
period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if
any such condition or event existed or exists (including, without limitation, any such event or condition resulting from the failure of the Company or any Subsidiary to comply with any Environmental Law), specifying the nature and period of
existence thereof and what action the Company shall have taken or proposes to take with respect thereto.



Section 7.3. Inspection. The Company shall permit the representatives of each holder of Notes that is an Institutional Investor:



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(a) No Default  if no Default or Event of Default then exists, at the
expense of such holder and upon reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Restricted Subsidiaries with a Senior Financial
Officer of the Company, and, with the consent of the Company (which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Restricted Subsidiary, all at such reasonable times and as often as may
be reasonably requested in writing; and



(b)
Default  if a Default or Event of Default then exists, at the expense of the Company and upon reasonable prior notice to the Company, to visit and inspect any of the offices or properties of the Company or any Restricted Subsidiary, to
examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective Senior Financial Officers and independent
public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Restricted Subsidiaries), all at such times and as often as may be reasonably requested in
writing.



SECTION 8.
PREPAYMENT OF THE NOTES.



Section 8.1. Required Prepayments. No regularly scheduled prepayment of the principal of any tranche of the Series A Notes is required prior to the final maturity thereof.



Section 8.2. Optional Prepayments with Make-Whole Amount. The Company
may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, any Series of the Notes, in an amount not less than 10% of the aggregate principal amount of such Series of the Notes then outstanding (but
if in the case of a partial prepayment, then against each tranche within such Series of Notes in proportion to the aggregate principal amount outstanding of each tranche of such Series), at 100% of the principal amount so prepaid, together with
interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Series of Notes to be prepaid written notice of
each optional prepayment under this Section 8.2not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of the Series of the Notes
to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being
prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth
the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of the Series of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole
Amount as of the specified prepayment date.



Section 8.3.
Allocation of Partial Prepayments. In the case of any partial prepayment of the Notes of any Series pursuant to Section 8.2, the principal amount of the Notes of such Series



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to be prepaid shall be allocated among each tranche of the Notes of such Series at the time outstanding in proportion, as nearly as practicable, to the
respective unpaid principal amounts of each tranche of the Notes of such Series not theretofore called for prepayment.



Section 8.4. Maturity; Surrender, Etc. In the case of each prepayment of Notes of any Series pursuant to this Section 8, the principal
amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such
date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in
full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.



Section 8.5. Purchase of Notes. The Company will not and will not permit any Affiliate to purchase, redeem, prepay or
otherwise acquire, directly or indirectly, any of the outstanding tranches of the Notes of any Series except (a) upon the payment or prepayment of each tranche of the Notes of such Series in accordance with the terms of this Agreement or the
applicable Supplemental Note Purchase Agreement pursuant to which the Notes of such Series were issued or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of all Notes of such Series at the time
outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least 15 Business Days. If the
holders of more than 51% of the principal amount of the Notes of such Series then outstanding accept such offer, the Company shall promptly notify the remaining holders of such fact and the expiration date for the acceptance by holders of Notes of
such Series of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it
or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement or the applicable Supplemental Note Purchase Agreement and no Notes may be issued in substitution or exchange for any such Notes.



Section 8.6. Make-Whole Amount. The term
Make-Whole Amount means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called
Principal; provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:



Called Principal means, with respect to
any Note, the principal of such Note that is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.



Discounted Value means, with respect to
the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with



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respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on
which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.



Reinvestment Yield means, with respect to the Called Principal of any Note, 0.50% over the yield to maturity implied by
(a) the yields reported, as of 10:00 A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as Page USD of the Bloomberg Financial Markets
Services Screen (or, if not available, any other national recognized trading screen reporting on-line intraday trading in the U.S. Treasury securities) for actively traded on-the-run U.S. Treasury securities having a maturity equal to the Remaining
Average Life of such Called Principal as of such Settlement Date, or (b) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable, the Treasury Constant Maturity Series Yields reported, for the
latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for
actively traded on-the-run U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield will be determined, if necessary, by (i) converting U.S.
Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice and (ii) interpolating linearly between (1) the actively traded on-the-run U.S. Treasury security with the maturity closest to and greater than the
Remaining Average Life and (2) the actively traded on-the-run U.S. Treasury security with the maturity closest to and less than the Remaining Average Life.



Remaining Average Life means, with respect to any Called Principal, the number of years (calculated to the nearest
one-twelfth year) obtained by dividing (a) such Called Principal into (b) the sum of the products obtained by multiplying (i) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (ii) the number of
years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.



Remaining Scheduled Payments means, with
respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its
scheduled due date; provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the
amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or 12.1.



Settlement Date means, with respect to the Called Principal of any Note, the date on which such Called Principal is to
be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.



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SECTION 9. AFFIRMATIVE COVENANTS.



The Company covenants that so long as any of the Notes are
outstanding:



Section 9.1. Compliance with Law. The
Company will, and will cause each of its Restricted Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, Environmental Laws, and obtain and maintain
in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to
ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations would not reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect.



Section 9.2. Insurance. The Company will, and will cause each of its Restricted Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties
and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as the Company reasonably
deems prudent.



Section 9.3. Maintenance of Properties.
The Company will, and will cause each of its Restricted Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear or any
casualty which would not, individually or in the aggregate, have a Material Adverse Effect), so that the business carried on in connection therewith may be properly conducted at all times; provided that this Section shall not prevent the
Company or any Restricted Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance would not,
individually or in the aggregate, have a Material Adverse Effect.



Section 9.4. Payment of Taxes. The Company will, and will cause each of its Restricted Subsidiaries to, file all income tax or similar tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to
be due and payable on such returns and all other taxes, assessments, governmental charges, or levies payable by any of them, to the extent such taxes and assessments have become due and payable and before they have become delinquent; provided
that neither the Company nor any Restricted Subsidiary need pay any such tax or assessment if (a) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in
appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (b) the nonpayment of all such taxes and assessments in the
aggregate would not reasonably be expected to have a Material Adverse Effect.



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Section 9.5. Corporate Existence, Etc. Except as permitted by Section 10.4, the Company
will at all times preserve and keep in full force and effect its corporate existence. Except as permitted by Sections 10.4and 10.5, the Company will at all times preserve and keep in full force and effect the corporate existence of
each of its Restricted Subsidiaries (unless merged into the Company or a Restricted Subsidiary) and all rights and franchises of the Company and its Restricted Subsidiaries unless, in the good faith judgment of the Company, the termination of or
failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.



Section 9.6. Notes to Rank Pari Passu.The Notes and all other obligations under this Agreement of the Company are
and at all times shall rank at least pari passu in right of payment with all other present and future unsecured Debt (actual or contingent) of the Company which is not expressed to be subordinate or junior in rank to any other unsecured Debt
of the Company.



Section 9.7. Guaranty by Subsidiaries.
The Company will cause each Subsidiary which delivers a Guaranty pursuant to the Bank Credit Agreement or becomes an obligor, co-obligor, borrower or co-borrower under the Bank Credit Agreement to concurrently enter into a Subsidiary Guaranty, and
within three Business Days thereafter will deliver to each of the holders of the Notes the following items:



(a) an executed counterpart of the joinder agreement pursuant to which such Subsidiary has become bound by the Subsidiary Guaranty;



(b) a certificate signed by the President, a
Vice President or another authorized Responsible Officer of such Subsidiary making representations and warranties to the effect of those contained in Sections 5.1, 5.2, 5.6and 5.7, but with respect to such Subsidiary and the
Subsidiary Guaranty, as applicable;



(c) such
documents and evidence with respect to such Subsidiary as the Required Holders may reasonably request in order to establish the existence and good standing of such Subsidiary and the authorization of the transactions contemplated by the Subsidiary
Guaranty; and



(d) an opinion of counsel
satisfactory to the Required Holders to the effect that such Subsidiary Guaranty has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Subsidiary enforceable in accordance with
its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors rights generally and by general equitable principles.



Section 9.8. Stock Pledges.If at any time, pursuant to the terms and
conditions of the Bank Credit Agreement, the Company or any existing or newly acquired or formed Subsidiary shall pledge, grant, assign or convey to the Banks, or any one or more of them, a Lien on the



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stock of any foreign Subsidiary, the Company or such Subsidiary shall execute and concurrently deliver to the Collateral Agent for the benefit of the holders
of the Notes a stock pledge in substantially the same form as delivered to the Banks, or any one or more of them, or the lien granted for the benefit of the Banks shall also be for the benefit of the holders of the Notes and the Company shall
deliver, or shall cause to be delivered, to the holders of the Notes (a) all such certificates, resolutions, legal opinions and other related items in substantially the same forms as those delivered to and accepted by the Banks and (b) all such
amendments to this Agreement, the Intercreditor Agreement and the Collateral Documents as may reasonably be deemed necessary by the holders of the Notes in order to reflect the existence of such Lien on the shares of foreign Subsidiary stock and the
Companys compliance with the requirements of Section 9.6with respect to any such stock pledge granted to or for the benefit of the holders of the Notes and to or for the benefit of the Banks.



SECTION 10. NEGATIVE
COVENANTS.



The Company covenants that so long
as any of the Notes are outstanding:



Section 10.1.
Consolidated Net Worth. The Company will, based on the financial statements for the most recently completed fiscal quarter, at all times keep and maintain Consolidated Net Worth at an amount not less than $440,000,000.



Section 10.2. Limitations on Debt. (a) The Company will not, and will
not permit any Restricted Subsidiary to, create, issue, assume, guarantee or otherwise incur or in any manner become liable in respect of any Debt unless at the time of issuance thereof and after giving effect thereto and to the applications of the
proceeds thereof the ratio of (i) Consolidated Total Debt to (ii) Consolidated EBITDA for the immediately preceding four consecutive fiscal quarter period would not exceed 3.25 to 1.0.



(b) The Company will not, and will not permit any Restricted Subsidiary to, create, issue, assume, guarantee or otherwise
incur or in any manner become liable in respect of any Priority Debt, except:



(i) Guaranties issued by a Restricted Subsidiary guaranteeing Debt of the Company; provided that the beneficiaries of such Guaranty are parties to the Intercreditor Agreement; provided further, for clarification, that
any Guaranties issued by a Restricted Subsidiary, the beneficiaries of which are not parties to the Intercreditor Agreement, shall be included in Priority Debt;



(ii) Debt of a Restricted Subsidiary outstanding as of the date of the Initial Closing and (1) described on
Schedule 5.15or (2) with an aggregate outstanding principal amount not in excess of $10,000,000;



(iii) Debt of a Restricted Subsidiary owing to the Company or to any Wholly-Owned Restricted Subsidiary;



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(iv) Debt of a Restricted Subsidiary which becomes a Restricted Subsidiary after the
date of the Initial Closing to the extent such Debt existed at the time such Person became a Restricted Subsidiary, provided that such Debt was not incurred in contemplation of such Person becoming a Restricted Subsidiary; and



(v) additional Priority Debt, if after giving effect thereto
and to the application of the proceeds thereof, (1) the aggregate amount of all Priority Debt (including the Priority Debt then to be created, issued, assumed, guaranteed or otherwise incurred) does not exceed 20% of Consolidated Total
Capitalization, and (2) no Default or Event of Default would exist.



(c) The foregoing restrictions contained in Sections 10.2(a) and 10.2(b)shall not apply to the renewal, extension or refinancing of any Debt of the Company or a Restricted Subsidiary which was initially incurred within the
limitations of Section 10.2(a), (b)(ii), (b)(iv) or (b)(v); provided that such extension, renewal or refunding of Debt shall be without increase in the principal amount remaining unpaid as of the date of such extension,
renewal or refunding.



Section 10.3. Limitation on
Liens. The Company will not, and will not permit any Restricted Subsidiary to, create or incur, or suffer to be incurred or to exist, any Lien on its or their property or assets, whether now owned or hereafter acquired, or upon any income or
profits therefrom, or transfer any property for the purpose of subjecting the same to the payment of obligations in priority to the payment of its or their general creditors, or acquire or agree to acquire, or permit any Restricted Subsidiary to
acquire, any property or assets upon conditional sales agreements or other title retention devices, except:



(a) Liens for taxes and assessments or governmental charges or levies and Liens securing claims or demands of mechanics and materialmen;
provided that payment thereof is not at the time required by Section 9.4 or such Liens are being contested in good faith by the Company or any Restricted Subsidiary;



(b) Liens of or resulting from any judgment or award, (i) the time for the appeal or petition for rehearing
of which shall not have expired, or (ii) in respect of which the Company or a Restricted Subsidiary shall at all times in good faith be prosecuting an appeal or proceeding for a review and in respect of which a stay of execution pending such appeal
or proceeding for review shall have been secured;provided that the Company or such Restricted Subsidiary (1) is contesting such judgment or award on a timely basis, in good faith and by appropriate proceedings, and (2) has established
adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary, as the case may be;



(c) Liens incidental to the conduct of business or the ownership of properties and assets (including Liens in connection with
workers compensation, unemployment insurance and other like laws, warehousemens and attorneys liens and statutory and contractual landlords liens) and Liens to secure the performance of bids, tenders or trade contracts, or to
secure statutory obligations, surety or appeal bonds or other Liens of like general nature, in any such case incurred in the ordinary course of business and not in



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connection with the borrowing of money; provided that (i) any such Lien secures only amounts not due and payable or the payment of which is being contested
in good faith by appropriate actions or proceedings and (ii) any such Lien does not materially impair the business of the Company and its Restricted Subsidiaries taken as a whole or the value of the related property for the purposes of such
business;



(d) survey exceptions or minor
encumbrances, leases or subleases granted to others, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties, (i) which are necessary
for the conduct of the activities of the Company and its Restricted Subsidiaries or which customarily exist on properties of corporations engaged in similar activities and similarly situated and (ii) which do not in any event materially impair their
use in the operation of the business of the Company and its Restricted Subsidiaries taken as a whole;



(e) Liens created or incurred under the Collateral Documents and Liens granted to the Agent or the Banks in connection with the Bank
Credit Agreement which, in each case, are subject to the terms of the Intercreditor Agreement;



(f) Liens existing as of the date of the Initial Closing and (1) described on Schedule 5.15 hereto or (2) securing Debt with an aggregate
outstanding principal amount not in excess of $10,000,000;



(g) Liens created or incurred after the date of the Initial Closing given to secure the payment of all or a portion of the purchase price incurred in connection with the acquisition or purchase or the cost of
construction of property or of assets useful and intended to be used in carrying on the business of the Company or a Restricted Subsidiary, including Liens existing on such property or assets at the time of acquisition thereof or at the time of
completion of construction, as the case may be, whether or not such existing Liens were given to secure the payment of the acquisition or purchase price or cost of construction, as the case may be, of the property or assets to which they attach;
provided that (i) the Lien shall attach solely to the property or assets acquired, purchased or constructed, (ii) such Lien shall have been created or incurred within 12 months of the date of acquisition or purchase or completion of
construction, as the case may be, (iii) at the time of acquisition or purchase or of completion of construction of such property or assets, the aggregate amount remaining unpaid on all Debt secured by Liens on such property or assets, whether or not
assumed by the Company or a Restricted Subsidiary, shall not exceed an amount equal to 100% of the lesser of the total purchase price or fair market value at the time of acquisition or purchase (as determined in good faith by the Board of Directors
of the Company) or the cost of construction on the date of completion thereof, (iv) Debt secured by any such Lien shall have been created or incurred within the applicable limitations provided in Section 10.2, and (v) at the time of creation,
issuance, assumption, guarantee or incurrence of the Debt secured by such Lien and after giving effect thereto and to the application of the proceeds thereof, no Default or Event of Default would exist;



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(h) any Lien created or incurred after the date of the Initial Closing in favor of
any Governmental Authority to secure payments pursuant to any contract;



(i) Liens created or incurred after the date of the Initial Closing given to secure Debt of the Company or any Restricted Subsidiary in addition to the Liens permitted by the preceding clauses (a) through (h) hereof;
provided that (i) all Debt secured by such Liens shall have been incurred within the limitations provided in Sections 10.2(a) and (b)(v) and (ii) at the time of creation, issuance, assumption, guarantee or incurrence of the Debt secured by such Lien
and after giving effect thereto and to the application of the proceeds thereof, no Default or Event of Default would exist;



(j) Liens on property or assets of (1) a Restricted Subsidiary to secure obligations of such Restricted Subsidiary to the Company or a
Wholly-Owned Restricted Subsidiary or (2) the Company to secure obligations of the Company to a Wholly-Owned Restricted Subsidiary;



(k) any extension, renewal or refunding of any Lien permitted by the preceding clauses (a) through (j) of this Section 10.3 in
respect of the same property theretofore subject to such Lien in connection with the extension, renewal or refunding of the Debt secured thereby; provided that (i) such extenssion, renewal or refunding of Debt shall be without increase in the
principal amount remaining unpaid as of the date of such extension, renewal or refunding, (ii) such Lien shall attach solely to the same or substitute such property, and (iii) at the time of such extension, renewal or refunding and after giving
effect thereto, no Default or Event of Default would exist; and



(l) customary provisions in joint venture or similar agreements restricting the sale or transfer of the interest in such joint venture or other similar entity.



Section 10.4. Mergers and Consolidations, Etc.The Company will not,
and will not permit any Restricted Subsidiary to, consolidate with or be a party to a merger with any other Person, or sell, lease or otherwise dispose of all or substantially all of its assets; provided that:



(a) any Restricted Subsidiary may merge or consolidate with
or into, or transfer all or substantially all of its assets to, the Company or any Restricted Subsidiary so long as in (i) any merger or consolidation involving the Company, the Company shall be the surviving or continuing entity and (ii) in any
merger or consolidation involving a Restricted Subsidiary (and not the Company), the Restricted Subsidiary shall be the surviving or continuing entity and, after giving effect to such merger or consolidation, the Company or one or more Restricted
Subsidiaries shall own not less than the same percentage of Voting Stock of the continuing or surviving Restricted Subsidiary as the Company or one or more Restricted Subsidiaries owned of the merged or consolidated Restricted Subsidiary immediately
prior to such merger or consolidation;



(b)
the Company may consolidate or merge with or into any other entity if (i) the entity which results from such consolidation or merger (the surviving entity) is organized under the laws of any state or jurisdiction of the United
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Columbia, Canada, the United Kingdom, a member of the European Union on the date of this Agreement (other than Greece or Spain), Japan or Australia, (ii) the
due and punctual payment of the principal of and premium, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observation of all of the covenants in the Notes, this Agreement and any
Supplemental Note Purchase Agreement to be performed or observed by the Company are expressly assumed in writing by the surviving entity, (iii) each of the Subsidiary Guarantors and the Pledgors shall have confirmed in writing the due and punctual
performance and observation of all of its covenants and agreements contained in the Subsidiary Guaranty and the Pledge Agreement, as the case may be, and (iv) at the time of such consolidation or merger and immediately after giving effect thereto,
(A) no Default or Event of Default would exist and (B) the Company could incur at least $1.00 of additional Debt pursuant to Section 10.2(a);



(c) the Company may sell or otherwise dispose of all or substantially all of its assets to any Person for consideration which represents
the fair market value of such assets (as determined in good faith by the Board of Directors of the Company) at the time of such sale or other disposition if (i) the acquiring Person is an entity organized under the laws of any state or jurisdiction
of the United States or the District of Columbia, Canada, the United Kingdom, a member of the European Union on the date of this Agreement (other than Greece or Spain), Japan or Australia, (ii) the due and punctual payment of the principal of and
premium, if any, and interest on all the Notes, according to their tenor, and the due and punctual performance and observance of all of the covenants in the Notes, in this Agreement and any Supplemental Note Purchase Agreement to be performed or
observed by the Company are expressly assumed in writing by the acquiring entity, (iii) each of the Subsidiary Guarantors and the Pledgors shall have confirmed in writing the due and punctual performance and observation of all of its covenants and
agreements contained in the Subsidiary Guaranty and the Pledge Agreement, as the case may be, and (iv) at the time of such sale or disposition and immediately after giving effect thereto, (A) no Default or Event of Default would exist and (B) the
Company could incur at least $1.00 of additional Debt pursuant to Section 10.2(a); and



(d) any Restricted Subsidiary may sell, lease or otherwise dispose of all or substantially all of its assets in connection with a sale,
lease or other disposition permitted under Section 10.5(b).



Section 10.5. Sale of Assets.The Company will not, and will not permit any Restricted Subsidiary to, sell, lease, transfer, abandon or otherwise dispose of assets (except assets sold, leased, transferred or otherwise disposed of in
the ordinary course of business for fair market value and except as provided in Section 10.4(a) and Section 10.4(c); provided that the foregoing restrictions do not apply to:



(a) the sale, lease, transfer or other disposition of assets
of a Restricted Subsidiary to the Company or a Restricted Subsidiary of which the Company or one or more Restricted Subsidiaries shall own not less than the same percentage of Voting Stock as the Company or one or more Restricted Subsidiaries then
own of the Restricted Subsidiary making such sale, lease, transfer or other disposition; or



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(b) the sale, lease, transfer or other disposition of assets of the Company to a
Wholly-Owned Restricted Subsidiary that is a Subsidiary Guarantor and which is not liable for any Priority Debt unless the creditors of such Priority Debt are parties to the Intercreditor Agreement; or



(c) the abandonment of assets of the Company or a Restricted
Subsidiary that are no longer useful or intended to be used in the operation of the business of the Company and its Restricted Subsidiaries, providedthat such abandonment would not, individually or in the aggregate, have a Material Adverse
Effect;



(d) the sale, lease, transfer or
other disposition of assets for cash or other property to a Person or Persons if all of the following conditions are met:



(i) such assets (valued at net book value) do not, together with all other assets of the Company and its Restricted Subsidiaries
previously disposed of during the previous 12 months (other than in the ordinary course of business), exceed 15% of Consolidated Total Assets, determined as of the end of the immediately preceding fiscal year;



(ii) in the opinion of the Companys Board of Directors
in the case of an asset sold, leased, transferred or otherwise disposed of, the value of which asset is Material and a Senior Financial Officer in the case of any asset sold, leased, transferred or otherwise disposed of, the value of which asset is
not Material, the sale is for fair value and is in the best interests of the Company; and



(iii) in the event such Person is an Affiliate, the terms of such sale, lease, transfer or disposition are no less favorable to the
Company or such Restricted Subsidiary than would be obtained in a transaction with a Person other than an Affiliate; and



(iv) immediately after the consummation of the transaction and after giving effect thereto, no Default or Event of Default would exist;



provided, however, that for purposes of the foregoing calculation,
there shall not be included any assets the proceeds of which were or are applied within 12 months of the date of sale of such assets to either (y) the acquisition of, or reinvestment in, assets useful and intended to be used in the operation of the
business of the Company and its Restricted Subsidiaries and having a fair market value (as determined in good faith by the Board of Directors of the Company in the case of an asset sold, leased, transferred, or otherwise disposed of, the value of
which asset is Material and a Senior Financial Officer in the case of any asset sold, leased, transferred or otherwise disposed of, the value of which asset is not Material) at least equal to that of the assets so disposed of or (z) the prepayment
or payment of principal and accrued but unpaid interest, if any, and the applicable prepayment premium, if any, of Debt of the Company. It is understood and agreed by the Company that any such proceeds paid and applied to the prepayment of the Notes
as hereinabove provided shall be prepaid as and to the extent provided in Section 8.2.



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Section 10.6. Transactions with Affiliates. The Company will not, and will not permit any
Restricted Subsidiary to, enter into or be a party to any transaction or arrangement with any Affiliate (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, any Affiliate
other than the Company or another Subsidiary), except upon terms no less favorable to the Company or such Restricted Subsidiary than would be obtained in a transaction with a Person other than an Affiliate; provided, however, that the
foregoing shall not prohibit (a) the payment of customary and reasonable directors fees to directors who are not employees of the Company or any Affiliate or (b) any transaction between the Company or a Restricted Subsidiary and another
Restricted Subsidiary that the Company reasonably determines in good faith is beneficial to the Company and its Affiliates as a whole that is not entered into for the purpose of hindering the exercise of the rights or remedies of the holders of the
Notes.



Section 10.7. Designation of Subsidiaries. The
Company may designate or redesignate any Unrestricted Subsidiary as a Restricted Subsidiary and may designate or redesignate any Restricted Subsidiary as an Unrestricted Subsidiary; provided that:



(a) the Company shall have given not less than 10 days
prior written notice to the holders of the Notes that a Senior Financial Officer has made such determination;



(b) at the time of such designation or redesignation and immediately after giving effect thereto, no Default or Event of Default would
exist;



(c) in the case of the designation of
a Restricted Subsidiary as an Unrestricted Subsidiary and after giving effect thereto, (i) such Unrestricted Subsidiary so designated shall not, directly or indirectly, own any capital stock of the Company or any Restricted Subsidiary and (ii) such
designation shall be deemed a sale of assets and shall be permitted by the provisions of Section 10.5(b);



(d) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary and after giving effect thereto: (i) all
outstanding Debt of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Section 10.2 (other than Section 10.2(b)(ii), notwithstanding that any such Debt was outstanding as of the date of the
Initial Closing, and Section 10.2(b)(iv)) and (ii) all existing Liens of such Restricted Subsidiary so designated shall be permitted within the applicable limitations of Section 10.3 (other than Section 10.3(f), notwithstanding
that any such Lien existed as of the date of the Initial Closing);



(e) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, such Restricted Subsidiary shall not at any time after the date of the Initial Closing have previously been designated as an
Unrestricted Subsidiary more than twice; and



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(f) in the case of the designation of an Unrestricted Subsidiary as a Restricted
Subsidiary, such Unrestricted Subsidiary shall not at any time after the date of the Initial Closing have previously been designated as a Restricted Subsidiary more than twice.



SECTION 11. EVENTS OF DEFAULT.



An Event of Default shall exist if any of the following
conditions or events shall occur and be continuing:



(a) the Company defaults in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or



(b) the Company defaults in the payment of any interest
on any Note for more than five Business Days after the same becomes due and payable; or



(c) the Company defaults in the performance of or compliance with any term contained in Sections 10.1 and 10.2; or



(d) the Company defaults in the performance
of or compliance with any term contained herein (other than those referred to in paragraphs (a), (b) and (c) of this Section 11) or in any Security Document and such default is not remedied within 30 days after the earlier of (i) a Senior
Financial Officer obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a notice of default and to refer
specifically to this paragraph (d) of Section 11); or



(e) any representation or warranty made in writing by or on behalf of the Company or by any officer of the Company in this Agreement or, by a Subsidiary Guarantor in the Subsidiary Guaranty or by a Pledgor in the
Pledge Agreement or in any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made and which representation or warranty shall not have been
corrected within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a
notice of default and to refer specifically to this paragraph (e) of Section 11); or



(f) (i) the Company or any Significant Restricted Subsidiary is in default (as principal or as guarantor or other surety) in the payment
of any principal of or premium or make-whole amount or interest on any Debt that is outstanding in an aggregate principal amount of at least $20,000,000 beyond any period of grace provided with respect thereto, or (ii) the Company or any Significant
Restricted Subsidiary is in default in the performance of or compliance with any term of any evidence of any Debt in an aggregate outstanding principal amount of at least $20,000,000 or of any mortgage, indenture or other agreement relating thereto
or any other condition exists, and as a



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consequence of such default or condition such Debt has become, or has been declared, due and payable before its stated maturity or before its regularly
scheduled dates of payment without such acceleration having been rescinded or annulled within any applicable grace period; or



(g) the Company or any Significant Restricted Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts
as they become due, (ii) files a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any
jurisdiction or has an involuntary proceeding or case filed against it and the same shall continue undismissed for a period of 60 days from commencement of such proceeding or case, (iii) makes an assignment for the benefit of its creditors, (iv)
consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes
corporate action for the purpose of any of the foregoing; or



(h) a court or Governmental Authority of competent jurisdiction enters an order appointing, without consent by the Company or any of its Significant Restricted Subsidiaries, a custodian, receiver, trustee or other
officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation
or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Company or any of its Significant Restricted Subsidiaries, or any such petition shall be filed against the
Company or any of its Significant Restricted Subsidiaries, and such order, petition or other such relief remains in effect and shall not be dismissed or stayed for a period of 60 consecutive days; or



(i) a final judgment or judgments for the payment of money
aggregating in excess of $15,000,000 (excluding for purposes of such determination such amount of any insurance proceeds paid or to be paid by or on behalf of the Company or any of its Significant Restricted Subsidiaries in respect of such judgment
or judgments or unconditionally acknowledged in writing to be payable by the insurance carrier that issued the related insurance policy) are rendered against one or more of the Company and its Significant Restricted Subsidiaries and which judgments
are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the right to appeal has expired; or



(j) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan
year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under Section 412 of the Code, (ii) a notice of intent to terminate any Plan, other than a voluntary termination, shall have been or is
reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA Section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA



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Affiliate that a Plan may become a subject of any such proceedings, (iii) the aggregate amount of unfunded benefit liabilities (within the
meaning of Section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed an amount which would cause a Material Adverse Effect, (iv) the Company or any ERISA Affiliate shall have incurred or is
reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (v) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or
(vi) the Company or any Restricted Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Restricted Subsidiary
thereunder; and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, would reasonably be expected to have a Material Adverse Effect; or



(k) for any reason whatsoever any Security Document ceases
to be in full force and effect including, without limitation, a determination by any Governmental Authority that any Security Document is invalid, void or unenforceable or the Company or any Subsidiary which is a party to any Security Document shall
contest or deny in writing the enforceability of any of its obligations under any Security Document to which it is a party (but excluding any Security Document which ceases to be in full force and effect in accordance with and by reason of the
express provisions of Section 2.2(e).



As used in Section 11(j),
the terms employee benefit plan and employee welfare benefit plan shall have the respective meanings assigned to such terms in Section 3 of ERISA.



SECTION 12. REMEDIES ON DEFAULT,
ETC.



Section 12.1. Acceleration. (a) If
an Event of Default with respect to the Company described in paragraph (g) or (h) of Section 11 (other than an Event of Default described in clause (i) of paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the fact that
such clause encompasses clause (i) of paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.



(b) If any other Event of Default has occurred and is continuing, any holder or holders of more than 51% in principal amount of the Notes at the time
outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable.



(c) If any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and is continuing, any
holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable.



Upon any Note becoming due and payable under this Section
12.1, whether automatically or by declaration, such Note will forthwith mature and the entire unpaid principal amount of such Note, plus (i) all accrued and unpaid interest thereon and (ii) the Make-Whole



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Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and
every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from
repayment by the Company (except as herein specifically provided for), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is
intended to provide compensation for the deprivation of such right under such circumstances.



Section 12.2. Other Remedies. If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under
Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any
agreement contained herein, in any Note or in any Security Document, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.



Section 12.3. Rescission. At any time after any Notes have been
declared due and payable pursuant to clause (b) or (c) of Section 12.1, the holders of not less than 51% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its
consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such
overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) all Events of Default and Defaults, other than non-payment of amounts that have
become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (c) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and
annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.



Section 12.4. No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no delay on the part of any holder of any Note in
exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holders rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be
exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 15, the Company will pay to
the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable
attorneys fees, expenses and disbursements.



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SECTION 13. REGISTRATION; EXCHANGE;
SUBSTITUTION OF NOTES.



Section 13.1. Registration of Notes. The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each
transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and
treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request
therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.



Section 13.2. Transfer and Exchange of Notes. Subject to compliance with applicable law, upon surrender of any Note at the principal executive
office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its
attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Companys expense (except as provided below), one or more new Notes
(as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new
Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1or Exhibit 1.2, as the case may be. Each such new Note shall be dated and bear interest from the date to which interest
shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect
of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000; provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a
denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representations set forth in Section 6.1 and Section 6.2.



Section 13.3. Replacement of Notes. Upon receipt by the Company of
evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and
such loss, theft, destruction or mutilation), and



(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at
least $50,000,000, such Persons own unsecured agreement of indemnity shall be deemed to be satisfactory), or



(b) in the case of mutilation, upon surrender and cancellation thereof,



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the Company at its own expense shall execute and deliver, in lieu thereof, a new Note of the same Series (and of the
same tranche if such Series has separate tranches), dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note
if no interest shall have been paid thereon.



SECTION 14. PAYMENTS ON NOTES.



Section 14.1. Place of Payment. Subject to Section 14.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and
payable on the Notes shall be made in New York, New York at the principal office of Bank of New York in such jurisdiction. The Company may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such
place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.



Section 14.2. Home Office Payment. So long as you or your nominee shall be the holder of any Note, and
notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, and interest by the method and at the address specified for
such purpose below your name in Schedule Aor in a Supplemental Note Purchase Agreement, as the case may be, or by such other method or at such other address as you shall have from time to time specified to the Company in writing for such
purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, you
shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Prior to any
sale or other disposition of any Note held by you or your nominee you will, at your election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company
in exchange for a new Note or Notes of the same Series and tranche pursuant to Section 13.2. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Note
purchased by you under this Agreement and that has made the same agreement relating to such Note as you have made in this Section 14.2.



SECTION 15. EXPENSES, ETC.



Section 15.1. Transaction Expenses. (a) Whether or not the transactions contemplated hereby are consummated, the
Company will pay all costs and expenses (including reasonable attorneys fees of a special counsel and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such
transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (and/or any Supplemental Note Purchase Agreement), the Notes, any Security Document or the Intercreditor Agreement (whether or not such
amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement (and/or any



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Supplemental Note Purchase Agreement), the Notes, any Security Document or the Intercreditor Agreement or in
responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement (and/or any Supplemental Note Purchase Agreement), the Notes, any Security Document or the Intercreditor Agreement or by
reason of being a holder of any Note, and (b) the costs and expenses, including financial advisors fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or
restructuring of the transactions contemplated hereby (and/or any Supplemental Note Purchase Agreement), by the Notes or by any Security Document or the Intercreditor Agreement. The Company will pay, and will save you and each other holder of a Note
harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those retained by you).



(b) Without limiting the foregoing, the Company agrees to pay all fees of the Collateral Agent in connection with the preparation, execution and delivery
of the Intercreditor Agreement and the Collateral Documents and the transactions contemplated thereby, including but not limited to reasonable attorneys fees; to pay to the Collateral Agent from time to time reasonable compensation for all services
rendered by it under the Intercreditor Agreement and the Collateral Documents; to indemnify the Collateral Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct on its
part, arising out of or in connection with the acceptance or administration of the Intercreditor Agreement and Collateral Documents, including, but not limited to, the costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties thereunder.



Section 15.2. Survival. The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement
(and/or any Supplemental Note Purchase Agreement), the Notes, any Security Document or the Intercreditor Agreement and the termination of this Agreement (and/or any Supplemental Note Purchase Agreement).



SECTION 16. SURVIVAL
OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.



All representations and warranties contained herein shall survive the execution and delivery of this Agreement (including any Supplemental Note Purchase
Agreement) and the Notes, the purchase or transfer by you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by
or on behalf of you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company
under this Agreement. Subject to the preceding sentence, this Agreement and any Supplemental Note Purchase Agreement and the Notes embody the entire agreement and understanding between you and the Company and supersede all prior agreements and
understandings relating to the subject matter hereof.



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|STERIS CORPORATION |  | NOTE PURCHASE AGREEMENT



SECTION 17. AMENDMENT AND WAIVER.



Section 17.1. Requirements. (a) This Agreement (and/or any
Supplemental Note Purchase Agreement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required
Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2.1, 2.3, 3, 4, 5(subject to permitted amendments or supplements pursuant to Supplemental Note Purchase Agreements in respect to Notes issued
thereunder),6 or 21 hereof, or any defined term (as it is used therein), will be effective as to you unless consented to by you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each
Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount, time or allocation of any prepayment or payment of principal of, or reduce the rate or
change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver,
or (iii) amend any of Section 8, 11(a), 11(b), 12, 17 or 20. As used herein and in the Notes, the term this Agreement and references thereto shall mean this Agreement as it may from time to time be amended or supplemented
and, without limiting the generality of the foregoing, shall include all Supplemental Note Purchase Agreements.



(b) The Collateral Documents may be amended in the manner prescribed in the Intercreditor Agreement, and the Subsidiary Guaranty and the Intercreditor
Agreement may be amended in the manner prescribed in each such document, and all amendments to the Security Documents and the Intercreditor Agreement obtained in conformity with such requirements shall bind all holders of the Notes.



Section 17.2. Solicitation of Holders of Notes.



(a) Solicitation. The Company will provide each holder of the Notes
(irrespective of the amount, Series or tranche of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to
any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes or of any of the Security Documents or the Intercreditor Agreement. The Company will deliver executed or true and correct copies of each amendment,
waiver or consent effected pursuant to the provisions of this Section 17 or of any of the Security Documents or the Intercreditor Agreement to each holder of outstanding Notes promptly following the date on which it is executed and delivered
by, or receives the consent or approval of, the requisite holders of Notes.



(b) Payment. The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise or issue any Guaranty, or grant any
security, to any holder of any Series or tranche of Notes as consideration for or as an inducement to the entering into by any holder of Notes of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is
concurrently paid, or Guaranty or security is concurrently granted, on the same terms, ratably to each of the holders of each Series and tranche of the Notes then outstanding even if such holder did not consent to such waiver or amendment.



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|STERIS CORPORATION |  | NOTE PURCHASE AGREEMENT



Section 17.3. Binding Effect, Etc. Any amendment or waiver consented to as provided in this
Section 17 applies equally to all holders of each Series and tranche of Notes and is binding upon them and upon each future holder of any Note of any Series and tranche and upon the Company without regard to whether such Note has been marked
to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing
between the Company and the holder of any Note of any Series or tranche of Notes nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of each Series and tranche of such Note.



Section 17.4. Notes Held by Company, Etc. Solely for
the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement, the Notes, any
Security Document or the Intercreditor Agreement, or have directed the taking of any action provided herein or in the Notes, any Security Document or the Intercreditor Agreement to be taken upon the direction of the holders of a specified percentage
of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.



SECTION 18. NOTICES.



All notices and communications provided for hereunder shall be in writing
and sent (a) by telefacsimile if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid),
or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent:



(i) if to you or your nominee, to you or it at the address specified for such communications in Schedule A or in a Supplemental Note
Purchase Agreement, or at such other address as you or it shall have specified to the Company in writing,



(ii) if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in
writing, or



(iii) if to the Company, to the
Company at its address set forth at the beginning hereof to the attention of Corporate Treasurer, or at such other address as the Company shall have specified to the holder of each Note in writing.



Notices under this Section 18 will be deemed given only when actually received.



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|STERIS CORPORATION |  | NOTE PURCHASE AGREEMENT



SECTION 19. REPRODUCTION OF DOCUMENTS.



This Agreement (including any Supplemental Note Purchase Agreement and any
Security Document) and all documents relating thereto (other than the Memorandum), including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by you at the Closing (except the Notes
themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to you, may be reproduced by you by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process
and you may destroy any original document so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or
administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by you in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise
be admissible in evidence. This Section 19 shall not prohibit the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate
the inaccuracy of any such reproduction.



SECTION 20.
CONFIDENTIAL INFORMATION.



For
the purposes of this Section 20, Confidential Information means information delivered to you by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this
Agreement that is confidential and/or proprietary in nature and that was clearly marked or labeled or otherwise adequately identified in writing (or verbally in the case of oral communication) when received by you as being confidential information
of the Company or such Subsidiary; provided that such term does not include information that (a) was publicly known or otherwise known to you prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or
omission by you or any Person acting on your behalf, (c) otherwise becomes known to you other than through disclosure by the Company or any Subsidiary or any other holder of any Note, (d) constitutes financial statements delivered to you under
Section 7.1 that are otherwise publicly available or (e) relates to the tax treatment or tax structure of the transactions contemplated by this Agreement, as such terms are defined in Section 1.6011-4 of the Treasury
Department regulations issued under the Code, and all materials of any kind that are provided to you relating to such tax treatment or tax structure, except to the extent that disclosure of such information is not permitted under any applicable
securities laws, and except with respect to any item that contains information concerning the tax treatment or tax structure of a transaction as well as Confidential Information, this clause (e) shall only apply to that portion of the item relating
to tax treatment or tax structure. You will maintain the confidentiality of such Confidential Information in accordance with reasonable procedures adopted by you in good faith to protect confidential information of third parties delivered to you;
provided that you may deliver or disclose Confidential Information to (i) your directors, trustees, officers, employees, agents, attorneys and Affiliates (which Affiliates have agreed to hold confidential the confidential information) (to the
extent such disclosure reasonably relates to the administration of the investment represented by your Notes), (ii) your financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in
accordance



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|STERIS CORPORATION |  | NOTE PURCHASE AGREEMENT



with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which you sell or offer to sell such Note or
any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which you offer to purchase any
security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over you
to the extent required, (vii) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about your investment portfolio to the extent required or
(viii) any other Person to which such delivery or disclosure may be required (w) to effect compliance with any law, rule, regulation or order applicable to you, (x) in response to any subpoena or other legal process, (y) in connection with any
litigation to which you are a party or (z) if an Event of Default has occurred and is continuing, to the extent you may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the
rights and remedies under your Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this
Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to
this Agreement or its nominee or any other holder that has previously delivered such confirmation), such holder will enter into an agreement with the Company confirming in writing that it is bound by the provisions of this Section 20.



SECTION 21.
SUBSTITUTION OF PURCHASER.



You shall have the right to substitute any one of your Affiliates as the purchaser of the Notes that you have agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both you
and such Affiliate, shall contain such Affiliates agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt
of such notice, wherever the word you is used in this Agreement (other than in this Section 21), such word shall be deemed to refer to such Affiliate in lieu of you. In the event that such Affiliate is so substituted as a
purchaser hereunder and such Affiliate thereafter transfers to you all of the Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, wherever the word you is used in this Agreement (other than in this
Section 21), such word shall no longer be deemed to refer to such Affiliate, but shall refer to you, and you shall have all the rights of an original holder of the Notes under this Agreement.



SECTION 22. MISCELLANEOUS.



Section 22.1. Successors and Assigns. All covenants
and other agreements contained in this Agreement (including any Supplemental Note Purchase Agreement) by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without
limitation, any subsequent holder of a Note) whether so expressed or not.



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|STERIS CORPORATION |  | NOTE PURCHASE AGREEMENT



Section 22.2. Payments Due on Non-Business Days. Anything in this Agreement or the Notes to
the contrary notwithstanding, any payment of principal of or Make-Whole Amount or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in
the computation of the interest payable on such next succeeding Business Day.



Section 22.3. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other
jurisdiction.



Section 22.4. Construction. Each covenant
contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to
excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly
by such Person.



Where the character or amount of any asset or
liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made by the Company for the purposes of this Agreement, the same shall be done by the Company in accordance
with GAAP, to the extent applicable, except where such principles are inconsistent with the requirements of this Agreement.



Section 22.5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which
together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.



Section 22.6. Governing Law. This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the law of the State of New York,excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other
than such State.



Section 22.7. Submission to
Jurisdiction; Waiver of Jury Trial. (a) The Company hereby irrevocably submits and consents to the jurisdiction of the federal court located within the County of New York, State of New York (or if such court lacks jurisdiction, the State courts
located therein), and irrevocably agrees that all actions or proceedings relating to this Agreement and the Notes may be litigated in such courts, and the Company waives any objection which it may have based on improper venue or forum non
conveniensto the conduct of any proceeding in any such court and waives personal service of any and all process upon it, and consents that all such service of process be made by delivery to it at the address of such Person set forth in
Section 18above or to its agent referred to below at such agents address set forth below (with a courtesy copy to the Company at the address set forth in Section 18) and that service so made shall be deemed to be completed upon
actual receipt. The Company hereby irrevocably appoints



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|STERIS CORPORATION |  | NOTE PURCHASE AGREEMENT



CT Corporation System, with an office on the date hereof at 111 Eighth Avenue, New York, New York, 10011, as its agent for the purpose of accepting service
of any process within the State of New York. Nothing contained in this section shall affect the right of any holder of Notes to serve legal process in any other manner permitted by law or to bring any action or proceeding in the courts of any
jurisdiction against the Company or to enforce a judgment obtained in the courts of any other jurisdiction.



(b) The parties hereto waive any right to have a jury participate in resolving any dispute, whether sounding in contract, tort, or otherwise, between them
arising out of, connected with, related to or incidental to the relationship established between them in connection with this Agreement and the Notes, any financing agreement, any loan party document or any other instrument, document or agreement
executed or delivered in connection herewith or the transactions related hereto. The parties hereto hereby agree and consent that any such claim, demand, action or cause of action shall be decided by court trial without a jury and that any of them
may file an original counterpart or a copy of this Agreement with any court as written evidence of the consent of the parties hereto to the waiver of their right to trial by jury.



* * * * *



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|STERIS CORPORATION |  | NOTE PURCHASE AGREEMENT



If you are in agreement with the foregoing, please sign the form of agreement on the accompanying
counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company.



Very truly yours,STERIS CORPORATIONBy[Title]




|                 |  |            
|---------------- |  | -----------
|Accepted as of
.
|                 | 
|                 |  | [VARIATION]
|                 | 
|                 |  | By         
|                 |  | Its        



-44-



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INFORMATION RELATING TO INITIAL
PURCHASERS



|                                                                           |  |                |  |                                          |          
|-------------------------------------------------------------------------- |  | -------------- |  | ---------------------------------------- | ---------
|NAME AND ADDRESS OF PURCHASER                                              |  | SERIES OFNOTES |  | PRINCIPAL AMOUNT OFNOTES TO BE PURCHASED
|ACACIA LIFE INSURANCE
COMPANY 5900 O Street Lincoln, Nebraska 68510-2234 |  | Series A-2     |  | $                                        | 1,000,000



Payments



All payments on or in respect of the Notes to be by bank
wire transfer of Federal or other immediately available funds (identifying each payment as STERIS Corporation, 5.25% Senior Notes, Series A-2, due December 15, 2013, PPN 859152 A@ 9, principal, premium or interest) to:



State Street Bank & Trust Company

ABA #011-000-028

BNF: Physical Income Account

Account #00056143

Further Credit  Fund #1EJP for Acacia Life Insurance Company

Reference: CUSIP; Name of Issue with sufficient information to identify the source and application of such funds.



Notices



All notices of payment on or in respect of the Notes and written confirmation of each such
payment to be addressed:



Acacia Life
Insurance Company

Ameritas Investment Advisors, Inc.

390 North Cotner Blvd.

Lincoln, Nebraska 68505

Fax Number: (402) 467-6970



All other notices and communications to be addressed to:



Acacia Life Insurance Company

Ameritas Investment Advisors, Inc.

390 North Cotner Blvd.

Lincoln, Nebraska 68505



Name of Nominee in which Notes are to be issued: Chimebridge & Co.



Taxpayer I.D. Number for Chimebridge & Co.: 65-1186790

Taxpayer I.D. Number: 53-0022880



SCHEDULE A

(to Note Purchase Agreement)



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|                                                                                                                                                                                                                                                   |  |                |  |                                          |          
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- |  | ---------------------------------------- | ---------
|NAME AND ADDRESS OF PURCHASER                                                                                                                                                                                                                      |  | SERIES OFNOTES |  | PRINCIPAL AMOUNT OFNOTES TO BE PURCHASED
|AMERICAN UNITED LIFE INSURANCE
COMPANY One American Square Post Office Box 368 Indianapolis, Indiana 46206-0368 Attention: Christopher D. Pahlke, Securities
Department Overnight mailing address: One American Square Indianapolis, Indiana 46282 |  | Series A-1     |  | $                                        | 4,000,000



Payments



All payments to be made by crediting in the form of federal
funds banks wire transfer, with sufficient information to identify the source and application of funds (identifying each payment as STERIS Corporation, 4.20% Senior Notes, Series A-1, due December 15, 2008, PPN 859152 A* 1, principal, premium
or interest) the following account:



Bank of New York

Attention: P&I Department

One Wall Street, 3rd Floor, Window A

New York, New York 10286

ABA #021000018, BNF:IOC566



Payments should contain sufficient information to identify the breakdown of principal and
interest and should identify the full description of the bond and the payment date.



Notices



All notices and communications, including notices with respect to payments and written confirmation of each such payment, to be addressed as first provided above.



Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. Number: 35-0145825



A-2



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|-------------------------------------------------------------------------- |  | -------------- |  | ---------------------------------------- | ---------
|NAME AND ADDRESS OF PURCHASER                                              |  | SERIES OFNOTES |  | PRINCIPAL AMOUNT OFNOTES TO BE PURCHASED
|AMERITAS LIFE INSURANCE CORP.
5900 O Street Lincoln, Nebraska 68510-2234 |  | Series A-2     |  | $                                        | 2,000,000



Payments



All payments on or in respect of the Notes to be by bank
wire transfer of Federal or other immediately available funds (identifying each payment as STERIS Corporation, 5.25% Senior Notes, Series A-2, due December 15, 2013, PPN 859152 A@ 9, principal, premium or interest) to:



State Street Bank & Trust Company

ABA #011-000-028

BNF: Physical Income Account

Account #00056143

Further Credit  Fund #1EJH for Ameritas Life Insurance Corp.

Reference: CUSIP; Name of Issue with sufficient information to identify the source and application of such funds.



Notices



All notices of payment on or in respect of the Notes and written confirmation of each such
payment to be addressed:



Ameritas Life
Insurance Corp.

Ameritas Investment Advisors, Inc.

390 North Cotner Blvd.

Lincoln, Nebraska 68505

Fax Number: (402) 467-6970



All other notices and communications to be addressed to:



Ameritas Life Insurance Corp.

Ameritas Investment Advisors, Inc.

390 North Cotner Blvd.

Lincoln, Nebraska 68505

Attn: James Mikus



Name of Nominee in which Notes are to be issued: Chimeboard & Co.

Taxpayer I.D. Number for Chimeboard & Co.: 65-1186912

Taxpayer I.D. Number: 47-0098400



A-3



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|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- |  | ---------------------------------------- | ---------
|NAME AND ADDRESS OF PURCHASER                                                                                                                                                                                                          |  | SERIES OFNOTES |  | PRINCIPAL AMOUNT OFNOTES TO BE PURCHASED
|EQUITABLE LIFE INSURANCE COMPANY
OF IOWA c/o ING Investment Management LLC 100 Washington Avenue South, Suite 1635 Minneapolis, Minnesota 55401-2121 Attention: Robert Boucher Phone Number: (612) 342-3371 Fax Number: (612) 372-5368 |  | Series A-3     |  | $                                        | 4,000,000



Payments



All payments on or in respect of the Notes to be by bank
wire transfer of Federal or other immediately available funds (identifying each payment as STERIS Corporation, 5.38% Senior Notes, Series A-3, due December 15, 2015, PPN 859152 A# 7, principal, premium or interest) to:



The Bank of New York

ABA #021000018

BFN: IOC 566/Income Collections (for scheduled principal and interest payments)



or



BFN: IOC 565/Income Collections (for all other payments not scheduled principal and interest if certificates are not received by custodian)

ABA #021000018

Attention: William Cashman

Reference: Equitable Life Insurance Company of Iowa

Account #068071 and PPN 859152 A# 7



Notices



All notices of payment on or in respect of the Notes and written confirmation of each such payment to be addressed:



ING Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, Georgia 30327-4349

Attention: Securities Accounting

Fax Number: (770) 690-4886



A-4



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All other notices and communications to be addressed as first provided above with a copy to:



ING Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, Georgia 30327-4349

Attention: Private Placements

Fax Number: (770) 690-5057



Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 42-0236150



A-5



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|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------- |  | ---------------------------------------- | ----------
|NAME AND ADDRESS OF PURCHASER                                                                                                                                                                                                        |  | SERIES OFNOTES |  | PRINCIPAL AMOUNT OFNOTES TO BE PURCHASED
|GOLDEN AMERICAN LIFE INSURANCE
COMPANY c/o ING Investment Management LLC 100 Washington Avenue South, Suite 1635 Minneapolis, Minnesota 55401-2121 Attention: Robert Boucher Phone Number: (612) 342-3371 Fax Number: (612) 372-5368 |  | Series A-3     |  | $                                        | 10,000,000



Payments



All payments on or in respect of the Notes to be by bank
wire transfer of Federal or other immediately available funds (identifying each payment as STERIS Corporation, 5.38% Senior Notes, Series A-3, due December 15, 2015, PPN 859152 A# 7, principal, premium or interest) to:



The Bank of New York

ABA #021000018

BFN: IOC 566/Income Collections (for scheduled principal and interest payments)



or



BFN: IOC 565/Income Collections (for all other payments not scheduled principal and interest if certificates are not received by custodian)

Reference: Golden American Life Insurance Company

Account #136374 and PPN 859152 A# 7



Notices



All notices of payment on or in respect of the Notes and written confirmation of each such payment to be addressed:



ING Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, Georgia 30327-4349

Attention: Securities Accounting

Fax Number: (770) 690-4886



A-6



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All other notices and communications to be addressed as first provided above with a copy to:



ING Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, Georgia 30327-4349

Attention: Private Placements

Fax Number: (770) 690-5057



Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 41-0991508



A-7



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|                                                                                                                                                                                                                                |  |                |  |                                          |          
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- |  | ---------------------------------------- | ---------
|NAME AND ADDRESS OF PURCHASER                                                                                                                                                                                                   |  | SERIES OFNOTES |  | PRINCIPAL AMOUNT OFNOTES TO BE PURCHASED
|LIFE INSURANCE COMPANY OF
GEORGIA c/o ING Investment Management LLC 100 Washington Avenue South, Suite 1635 Minneapolis, Minnesota 55401-2121 Attention: Robert Boucher Phone Number: (612) 342-3371 Fax Number: (612) 372-5368 |  | Series A-3     |  | $                                        | 2,000,000



Payments



All payments on or in respect of the Notes to be by bank
wire transfer of Federal or other immediately available funds (identifying each payment as STERIS Corporation, 5.38% Senior Notes, Series A-3, due December 15, 2015, PPN 859152 A# 7, principal, premium or interest) to:



The Bank of New York

ABA #021000018

BFN: IOC 566 (for scheduled principal and interest payments)



or



BFN: IOC 565 (for all other
payments not scheduled principal and interest if certificates are not received by custodian)

Attention: PP P&I
Department

Reference: Life Insurance Company of Georgia

Account #215306 and PPN 859152 A# 7



Notices



All notices of payment on or in respect of the Notes and written confirmation of each such payment to be addressed:



ING Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, Georgia 30327-4349

Attention: Securities Accounting

Fax Number: (770) 690-4886



A-8



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All other notices and communications to be addressed as first provided above with a copy to:



ING Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, Georgia 30327-4349

Attention: Private Placements

Fax Number: (770) 690-5057



Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 58-0298930



A-9



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|                                                                                                                                                                            |  |                |  |                                          |           
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- |  | ---------------------------------------- | ----------
|NAME AND ADDRESS OF PURCHASER                                                                                                                                               |  | SERIES OFNOTES |  | PRINCIPAL AMOUNT OFNOTES TO BE PURCHASED
|MONY LIFE INSURANCE COMPANY OF
AMERICA c/o MONY Life Insurance Company 1740 Broadway New York, New York 10019 Attention: Capital Management Unit Fax Number: (212) 708-2491 |  | Series A-2     |  | $                                        | 10,000,000



Payments



All payments in respect of the Note issued in the name of
J. ROMEO & Co. to be made by bank wire or intra-bank transfer of Federal or other funds to (identifying each payment as STERIS Corporation, 5.25% Senior Notes, Series A-2, due December 15, 2013, PPN 859152 A@ 9, principal, premium or
interest) the following account:



JP
Morgan Chase

ABA #021000021

for credit to Private Income Processing Account No. 900 9000 200

for further credit to
account G52964 in respect of

principal in the amount of
 and

interest in the amount of  on the Note



Notices



All notices of payment on or in respect of the Notes and
written confirmation of each such payment to:



A-10



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IF BY REGULAR MAIL,
REGISTERED MAIL, CERTIFIED MAIL OR FEDERAL EXPRESS TO :



JP Morgan Chase

14201 N. Dallas Parkway

13th Floor

Dallas, Texas 75254-2917

IF BY FAX TO:

JP Morgan Chase

(469) 477-1904



WITH
A SECOND COPY TO:



MONY Life Insurance Company of America

c/o MONY Life Insurance Company

1740 Broadway

New York, New York 10019

Attention: Securities Custody Division

M.D. 7-41



IF BY FAX TO:

(212) 708-2152

Attention: Securities Custody Division

M.D. 7-41



Addresses for all other communications:



MONY Capital Management, Inc.

c/o MONY Life Insurance Company

1740 Broadway

New York, New York 10019

Telecopy No.: (212) 708-2491



Name of Nominee
in which Notes are to be issued: J. ROMEO & Co.



Taxpayer I.D. Number:
86-0222062



A-11



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|                                                                                                                                                                                                                                                                          |  |                |  |                                          |        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- |  | ---------------------------------------- | -------
|NAME AND ADDRESS OF PURCHASER                                                                                                                                                                                                                                             |  | SERIES OFNOTES |  | PRINCIPAL AMOUNT OFNOTES TO BE PURCHASED
|PIONEER MUTUAL LIFE INSURANCE
COMPANY c/o American United Life Insurance Company Post Office Box 368 Indianapolis, Indiana 46206-0368 Attention: Christopher D. Pahlke, Securities
Department Overnight Mailing Address:  One American Square Indianapolis, Indiana 46282 |  | Series A-1     |  | $                                        | 500,000



Payments



All payments to be made by crediting in the form of federal
funds banks wire transfer, with sufficient information to identify the source and application of funds (identifying each payment as STERIS Corporation, 4.20% Senior Notes, Series A-1, due December 15, 2008, PPN 859152 A* 1, principal, premium
or interest) the following account:



Bank of New York

Attention: P&I Department

One Wall Street, 3rd Floor

Window A

New York, New York 10286

ABA #021000018, BNF:IOC566

Pioneer Mutual c/o American United Life



Payments should contain sufficient information to identify the breakdown of principal and interest and should identify the full description of the bond and the payment date.



Notices



All notices and communications, including notices with respect to payments and written confirmation of each such payment, to be addressed as first provided above.



Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 45-0220640



A-12



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|                                                                                                                                                                        |  |                |  |                                          |          
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- |  | ---------------------------------------- | ---------
|NAME AND ADDRESS OF PURCHASER                                                                                                                                           |  | SERIES OFNOTES |  | PRINCIPAL AMOUNT OFNOTES TO BE PURCHASED
|PRIMERICA LIFE INSURANCE
COMPANY 242 Trumbull Street P.O. Box 150449 Hartford, Connecticut 06115-0449 Attention: Private Placements, 7thFloor Facsimile: (860) 308-8547 |  | Series A-2     |  | $                                        | 2,500,000



Payments



All payments to be made by crediting in the form of federal
funds banks wire transfer, with sufficient information to identify the source and application of funds (identifying each payment as STERIS Corporation, 5.25% Senior Notes, Series A-2, due December 15, 2013, PPN 859152 A@ 9, principal, premium
or interest) the following account:



Primerica Life Insurance Company Account No. 910-2-790079

JP Morgan Chase Bank

One Chase Manhattan Plaza

New York, New York 10081

ABA No. 021000021



Notices



All notices and communications to be addressed as first provided above, except notices with
respect to payment should be directed to



Primerica Life Insurance Company

242 Trumbull Street

P.O. Box 150449

Hartford, Connecticut 06115-0449

Attention: Cashier, 5thFloor

Facsimile: (860) 308-8556



Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 04-1590590



A-13



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|                                                                                                                                                                               |  |                 |  |                                           |           
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------- |  | ----------------------------------------- | ----------
|NAME AND ADDRESS OF PURCHASER                                                                                                                                                  |  | SERIES OF NOTES |  | PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
|THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA c/o
Prudential Capital Group Two Prudential Plaza, Suite 5600 180 N. Stetson Avenue Chicago, IL 60601 Attention: Managing Director |  | Series A-1      |  | $                                         | 15,000,000



Payments



All payments on account of Notes held by such purchaser
shall be made by wire transfer of immediately available funds for credit (identifying each payment as STERIS Corporation, 4.20% Senior Notes, Series A-1, due December 15, 2008, PPN 859152 A* 1, principal, premium or interest) to:



Account No.: 890-0304-391

The Bank of New York

New York, NY

(ABA No.: 021-000-018)



Each such wire transfer shall set forth the name of the Company, a reference to 4.20% Senior Secured Notes due 2008,
Security No. !INV 8749! and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made.



Notices



Addresses for all notices relating to payments:



The Prudential Insurance Company of America

c/o Investment Operations Group

Gateway Center Two, 10thFloor

100 Mulberry
Street

Newark, New Jersey 07102-4077

Attention: Manager, Billings and Collections



All notices and communications to be addressed as first provided above.



A-14



---

Recipient of telephonic prepayment notices:



Manager, Trade Management Group

Telephone: (973) 367-3141

Facsimile: (800) 224-2278



Name of Nominee in
which Notes are to be issued: None



Taxpayer I.D. Number: 22-1211670



A-15



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|                                                                                                                                                                                                                               |  |                 |  |                                           |          
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------- |  | ----------------------------------------- | ---------
|NAME AND ADDRESS OF PURCHASER                                                                                                                                                                                                  |  | SERIES OF NOTES |  | PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
|RELIASTAR LIFE INSURANCE
COMPANY c/o ING Investment Management LLC 100 Washington Avenue South, Suite 1635 Minneapolis, Minnesota 55401-2121 Attention: Robert Boucher Phone Number: (612) 342-3371 Fax Number: (612) 372-5368 |  | Series A-3      |  | $                                         | 2,000,000



Payments



All payments on or in respect of the Notes to be by bank
wire transfer of Federal or other immediately available funds (identifying each payment as STERIS Corporation, 5.38% Senior Notes, Series A-3, due December 15, 2015, PPN 859152 A# 7, principal, premium or interest) to:



The Bank of New York

BFN: IOC 566  INSTL CUSTODY (for scheduled principal and interest payments)



or



BFN: IOC 565  INSTL CUSTODY (for all other payments not scheduled
principal and interest if certificates are not received by custodian)

ABA #021000018

Reference: ReliaStar Life Insurance Company

Account #187035 and PPN 859152 A# 7



Notices



All notices with respect to payments
and written confirmation of each such payment to be addressed:



A-16



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ING Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, Georgia 30327-4349

Attention: Securities Accounting

Fax Number: (770) 690-4886



All other notices and communications to be addressed as first provided above with a copy to:



ING Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, Georgia 30327-4349

Attention: Private Placements

Fax Number: (770) 690-5057



Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 41-0451140



A-17



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|                                                                                                                                                                                                                                        |  |                 |  |                                           |          
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- |  | ----------------------------------------- | ---------
|NAME AND ADDRESS OF PURCHASER                                                                                                                                                                                                           |  | SERIES OF NOTES |  | PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
|SECURITY LIFE OF DENVER
INSURANCE COMPANY c/o ING Investment Management LLC 100 Washington Avenue South, Suite 1635 Minneapolis, Minnesota 55401-2121 Attention: Robert Boucher Phone Number: (612) 342-3371 Fax Number: (612) 372-5368 |  | Series A-3      |  | $                                         | 2,000,000



Payments



All payments on or in respect of the Notes to be by bank
wire transfer of Federal or other immediately available funds (identifying each payment as STERIS Corporation, 5.38% Senior Notes, Series A-3, due December 15, 2015, PPN 859152 A# 7, principal, premium or interest) to:



The Bank of New York

ABA #021000018

BFN: IOC 566 (for scheduled principal and interest payments)



or



BFN: IOC
565 (for all other payments not scheduled principal and interest if certificates are not received by custodian)

Attention:
P&I Department

Reference: Security Life of Denver Insurance Company

Account #178157 and PPN 859152 A# 7



Notices



All notices with respect to payments and written confirmation of each such payment to be addressed:



A-18



---

ING Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, Georgia 30327-4349

Attention: Securities Accounting

Fax Number: (770) 690-4886



All other notices and communications to be addressed as first provided above with a copy to:



ING Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, Georgia 30327-4349

Attention: Private Placements

Fax Number: (770) 690-5057



Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 84-0499703



A-19



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|                                                                                                                                                                                                                                                                     |  |                |  |                                           |        
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- |  | ----------------------------------------- | -------
|NAME AND ADDRESS OF PURCHASER                                                                                                                                                                                                                                        |  | SERIES OFNOTES |  | PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
|THE STATE LIFE INSURANCE
COMPANY c/o American United Life Insurance Company Post Office Box 368 Indianapolis, Indiana 46206-0368 Attention: Christopher D. Pahlke, Securities
Department Overnight Mailing Address:  One American Square Indianapolis, Indiana 46282 |  | Series A-1     |  | $                                         | 500,000



Payments



All payments to be made by crediting in the form of federal
funds banks wire transfer, with sufficient information to identify the source and application of funds (identifying each payment as STERIS Corporation, 4.20% Senior Notes, Series A-1, due December 15, 2008, PPN 859152 A* 1, principal, premium
or interest) the following account:



Bank of New York

Attention: P&I Department

One Wall Street, 3rd Floor

Window A

New York, New York 10286

ABA #021000018, BNF:IOC566

State Life, c/o American United Life



Payments
should contain sufficient information to identify the breakdown of principal and interest and should identify the full description of the bond and the payment date.



Notices



All notices and communications, including notices with respect to payments and written confirmation of each such payment, to be addressed as first provided above.



Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 35-0684263

---

|* | Please furnish a copy of the final Note via fax prior to closing.
|- | -----------------------------------------------------------------



A-20



---

|                                                                                                     |  |                 |  |                                           |           
|---------------------------------------------------------------------------------------------------- |  | --------------- |  | ----------------------------------------- | ----------
|NAME AND ADDRESS OF PURCHASER                                                                        |  | SERIES OF NOTES |  | PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
|TEACHERS INSURANCE AND
ANNUITY ASSOCIATION OF AMERICA 730 Third Avenue New York, New York 10017-3206 |  | Series A-2      |  | $                                         | 12,000,000



Payments



All payments on or in respect of the certificate shall be
made in immediately available funds at the opening of business on the due date by electronic funds transfer (identifying as STERIS Corporation, 5.25% Senior Notes, Series A-2, due December 15, 2013, PPN 859152 A@ 9, principal, premium or
interest) through the Automated Clearing House System to:



Chase Manhattan Bank

ABA #021000021

New York, NY

For deposit to the account of:



Teachers Insurance and Annuity Association of America

Account Number 900-9000200

For Further Credit to TIAA Account # G07040

On order of STERIS CORP.

Reference: PPN# 859152 A@ 9 /Issuer/Mat. Date/Coupon Rate/P&I
Breakdown



Address for all notices in respect of payment:



Contemporaneous with the above electronic funds transfer, mail or fax the following
information setting forth: (1) the full name, private placement number interest rate and maturity date of the Notes: (2) the allocation of payment between principal, interest, premium and any special payment; and (3) the name and address of Bank (or
Trustee) from which such transfer was sent to:



Teachers Insurance and Annuity Association of America

730 Third Avenue

New York, New York 10017

Attn: Securities Accounting Division

Telephone No. (212)
916-6004            Facsimile No. (212) 916-6955



A-21



---

Address for all other communications:



Teachers Insurance and Annuity Association of America

730 Third Avenue

New York, New York 10017

Attn: Karina Sarmiento, Securities Division, Domestic Private Placements

Telephone No. (212) 916-6197              Facsimile No. (212) 916-6582



Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 13-1624203



A-22



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|                                                                                |  |                 |  |                                           |          
|------------------------------------------------------------------------------- |  | --------------- |  | ----------------------------------------- | ---------
|NAME AND ADDRESS OF PURCHASER                                                   |  | SERIES OF NOTES |  | PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
|TIAA-CREF LIFE INSURANCE
COMPANY 730 Third Avenue New York, New York 10017-3206 |  | Series A-1      |  | $                                         | 5,000,000



Payments



All payments on or in respect of the certificate shall be
made in immediately available funds at the opening of business on the due date by electronic funds transfer (identifying as STERIS Corporation, 4.20% Senior Notes, Series A-1, due December 15, 2008, PPN 859152 A* 1, principal, premium or
interest) through the Automated Clearing House System to:



JP Morgan Chase Bank

ABA #021-000-021

New York, NY

For deposit to the account of:



T-C
Life GFA Private Placements Securities Account

Account No. 900-9000200

For Further Credit to TIAA Account # G09742

On order of: STERIS CORP/

Reference: PPN# 859152 A* 1 /Issuer/Mat. Date/Coupon Rate/P&I
Breakdown



Address for all notices in respect of payment:



Contemporaneous with the above electronic funds transfer, mail or fax the following
information setting forth: (1) the full name, private placement number interest rate and maturity date of the Notes: (2) the allocation of payment between principal, interest, premium and any special payment; and (3) the name and address of Bank (or
Trustee) from which such transfer was sent to:



TIAA-CREF LIFE INSURANCE COMPANY

730 Third Avenue

New York, New York 10017

Attn: Securities Accounting Division

Telephone No. (212)
916-6004            Facsimile No. (212) 916-6955



A-23



---

Address for all other communications:



TIAA-CREF LIFE INSURANCE COMPANY

730 Third Avenue

New York, New York 10017

Attn: Karina Sarmiento, Securities Division, Domestic Private Placements

Telephone No. (212) 916-6197             Facsimile No. (212) 907-6582



Name of Nominee in which Notes are to be issued: None



Taxpayer I.D. Number: 13-3917848



A-24



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|                                                                                                                                                                            |  |                      |  |                                           |                     
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------- |  | ----------------------------------------- | --------------------
|NAME AND ADDRESS OF PURCHASER                                                                                                                                               |  | SERIES OF NOTES      |  | PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
|THE TRAVELERS INSURANCE
COMPANY 242 Trumbull Street P. O. Box 150449 Hartford, Connecticut 06115-0449 Attention: Private Placements, 7thFloor Telefacsimile: (860) 308-8547 |  | Series A-1Series A-2 |  | $$                                        | 15,000,00010,000,000



Payments



All payments to be made by crediting in the form of federal
funds banks wire transfer, with sufficient information to identify the source and application of funds (identifying each payment as STERIS Corporation, 4.20% Senior Notes, Series A-1, due December 15, 2008, PPN 859152 A* 1, principal, premium
or interest or STERIS Corporation, 5.25% Senior Notes, Series, A-2, due December 15, 2013, PPN 859152 A@ 9 principal, premium or interest, as the case may be, respectively to) the following account:



The Travelers Insurance Company  Consolidated Private

Placement Account No. 910-2-587434

JPMorgan Chase Bank

One Chase Manhattan Plaza

New York, New York 10081

ABA No. 021000021



Notices



All notices and communications to be addressed as first provided above, except notices with respect to payment should be directed to



The Travelers Insurance Company

242 Trumbull Street, P. O. Box 150449

Hartford, Connecticut 06115-0449

Attention: Cashier, 5thFloor

Facsimile: (860)
308-8556



Name of Nominee in which Notes are to be issued: TRAL & CO



Taxpayer I.D. Number: 06-0566090 (a Connecticut corporation)



A-25



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|                                                                                                                                                                                   |  |                 |  |                                           |          
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- |  | ----------------------------------------- | ---------
|NAME AND ADDRESS OF PURCHASER                                                                                                                                                      |  | SERIES OF NOTES |  | PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED
|THE TRAVELERS LIFE AND ANNUITY
COMPANY 242 Trumbull Street P. O. Box 150449 Hartford, Connecticut 06115-0449 Attention: Private Placements, 7thFloor Telefacsimile: (860) 308-8547 |  | Series A-2      |  | $                                         | 2,500,000



Payments



All payments to be made by crediting in the form of federal
funds banks wire transfer, with sufficient information to identify the source and application of funds (identifying each payment as STERIS Corporation, 5.25% Senior Notes, Series A-2, due December 15, 2013, PPN 859152 A@ 9, principal, premium
or interest) the following account:



The
Travelers Insurance Company  Consolidated Private

Placement Account No. 910-2-587434

JPMorgan Chase Bank

One Chase Manhattan Plaza

New York, New York 10081

ABA No. 021000021



Notices



All notices and communications to be addressed as first provided above, except notices with respect to payment should be directed to:



The Travelers Life and Annuity Company

242 Trumbull Street, P. O. Box 150449

Hartford, Connecticut 06115-0449

Attention: Cashier, 5thFloor

Facsimile: (860)
308-8556



Name of Nominee in which Notes are to be issued: TRAL & CO



Taxpayer I.D. Number: 06-0904249





A-26



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DEFINED TERMS



As used herein, the following terms have the respective meanings set forth
below or set forth in the Section hereof following such term:



Acquisitionmeans any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of any Person, or any business
or division of any Person, (b) the acquisition in excess of 50% of the stock (or other equity interest) of any Person, or (c) the acquisition of another Person (other than a Company) by a merger or consolidation or any other combination with such
Person.



Affiliate means, at any time, and
with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person. As used in this definition,
Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract
or otherwise. Unless the context otherwise clearly requires, any reference to an Affiliate is a reference to an Affiliate of the Company.



Agent means KeyBank National Association, as Agent under the Bank Credit Agreement.



Bank Credit Agreement means that certain Credit Agreement
dated as of March 28, 2002, among the Company, the Agent, LaSalle Bank National Association as Documentation Agent and the other parties thereto, as from time to time supplemented, amended, modified, extended, renewed or replaced.



Banks means the lending institutions party to the Bank
Credit Agreement.



Business Day means
(a) for the purposes of Section 8.6 only, any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed, and (b) for the purposes of any other provision of this Agreement,
any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York or Cleveland, Ohio are required or authorized to be closed.



Capital Lease means, at any time, a lease with respect to which the Lessee is required concurrently to recognize the acquisition of an
asset and the incurrence of a liability in accordance with GAAP.



Closing is defined in Section 3.



Code means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.



Collateral Agentis defined in Section 2.2(b).



SCHEDULE B

(to Note Purchase Agreement)



---

Collateral Documentsis defined in Section 2.2(b).



Company is defined in the introductory paragraph to this
Agreement and shall include any permitted successor thereto.



Confidential Information is defined in Section 20.



Consolidatedmeans the resultant consolidation of the financial statements of the Company and its Restricted Subsidiaries in accordance with GAAP, including principles of consolidation consistent
with those applied in preparation of the consolidated financial statements referred to in Schedule 5.5 hereof.



Consolidated Depreciation and Amortization Chargesmeans, for any period, the aggregate of all depreciation and amortization charges
for fixed assets, leasehold improvements and general intangibles (specifically including goodwill) of the Company for such period, as determined on a Consolidated basis and in accordance with GAAP.



Consolidated EBITmeans, for any period, on a Consolidated
basis, (a) Consolidated Net Earnings for such period plusthe aggregate amounts deducted in determining such Consolidated Net Earnings in respect of (i) income taxes, (ii) Consolidated Interest Expense and (iii) non-recurring non-cash charges
(including non-cash charges associated with the write-off of goodwill in accordance with SFAS 142) and losses, minus (b) non-recurring non-cash gains; provided,that Consolidated EBIT for any period shall include the appropriate
financial items (other than assumed operating synergies) for any Person or business unit that has been acquired by the Company or any Subsidiary for any portion of such period prior to the date of such Acquisition and exclude the appropriate
financial items (other than assumed operating synergies) for any Person or business unit that has been disposed of by the Company or any Subsidiary, for the portion of such period prior to the date of such disposition.



Consolidated EBITDAmeans, for any period, (a)
Consolidated EBIT, plus (b) Consolidated Depreciation and Amortization Charges; providedthat Consolidated EBITDA for any period shall (i) include the appropriate financial items (other than assumed operating synergies) for any Person
or business unit that has been acquired by the Company or any Subsidiary for any portion of such period prior to the date of such Acquisition, and (ii) exclude the appropriate financial (other than assumed operating synergies) items for any Person
or business unit that has been disposed of by the Company or any Subsidiary for the portion of such period prior to the date of such disposition.



Consolidated Interest Expense means, for any period, interest expense of the Company for such period, as determined on a Consolidated
basis and in accordance with GAAP.



Consolidated Net
Earningsmeans, for any period, the net income (loss) of the Company for such period, as determined on a Consolidated basis and in accordance with GAAP.



Consolidated Net Worthmeans, at any date, the stockholders equity of the Company, determined on a
Consolidated basis and in accordance with GAAP.



B-2



---

Consolidated Total Assets means as of the date of any determination thereof, the total
amount of assets (less reserves properly deductible), which under GAAP appear on the Consolidated balance sheet of the Company.



Consolidated Total Capitalization means as of the date of any determination thereof, the sum of (a) Consolidated Total Debt plus
(b) Consolidated Net Worth.



Consolidated Total
Debt means all Debt of the Company and its Subsidiaries, determined on a Consolidated basis eliminating intercompany items.



Creditors means the Agent, the Banks and the holders of the Notes.



Debt with respect to any Person means, at any time, without duplication,



(a) its liabilities for borrowed money;



(b) its liabilities for the deferred purchase price of
property acquired by such Person (excluding accounts payable and trade payables arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to
any such property);



(c) all liabilities
appearing on its balance sheet in accordance with GAAP in respect of Capital Leases;



(d) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has
assumed or otherwise become liable for such liabilities);



(e) all its liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions (representing obligations for borrowed
money and not to secure the performance of bids, tenders or trade contracts); and



(f) any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (e) hereof.



Default means an event or condition the occurrence or
existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default that has not been waived by the Required Holders.



Default Rate means that rate of interest that is 2% per annum above the rate of interest stated in clause (a) of the first paragraph
of the Notes.



Eligible Purchasersmeans any
Initial Purchaser of the Series A Notes and additional Institutional Investors; provided that the aggregate number of Eligible Purchasers shall not at any time exceed a number which, if exceeded, would result in the loss of the exemption in
respect of any Series of Notes from the registration requirements of the Securities Act.



B-3



---

Environmental Laws means any and all federal, state, local, and foreign statutes,
laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials
into the environment, including but not limited to those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.



ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations
promulgated thereunder from time to time in effect.



ERISA Affiliate means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under Section 414 of the Code.



Event of Default is defined in Section 11.



Exchange Act means the Securities Exchange
Act of 1934, as amended.



GAAP means
generally accepted accounting principles as in effect from time to time in the United States of America, which shall include the official interpretations thereof by the Financial Accounting Standards Board applied on a consistent basis with past
accounting practices and procedures of the Company.



Governmental Authority means



(a) the government of



(i) the United States of America or any State or other political subdivision thereof, or



(ii) any jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over
any properties of the Company or any Subsidiary, or



(b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.



Guaranty means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable
instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including (without limitation) obligations
incurred through an agreement, contingent or otherwise, by such Person:



B-4



---

(a) to purchase such indebtedness or obligation or any property constituting security
therefor;



(b) to advance or supply funds (i)
for the purchase or payment of such indebtedness or obligation, or (ii) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the
purchase or payment of such indebtedness or obligation;



(c) to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such indebtedness or obligation of the ability of any other Person to make payment of the indebtedness
or obligation; or



(d) otherwise to assure the
owner of such indebtedness or obligation against loss in respect thereof.



In
any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.



holder means, with respect to any Note, the Person in
whose name such Note is registered in the register maintained by the Company pursuant to Section 13.1.



Initial Closing is defined in Section 3.



Initial Purchaser is defined in Section 2.1.



Institutional Investor means (a) any original purchaser of
a Note, (b) any holder of a Note holding more than 5% of the aggregate principal amount of the Notes then outstanding, and (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment
company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form.



Intercreditor Agreement is defined in Section 2.2(c).



Lien means, with respect to any Person, any mortgage, lien (statutory or other), pledge or deposit of,
charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect
to any property or asset of such Person.



Make-Whole
Amount is defined in Section 8.6.



Material means material in relation to the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole.



B-5



---

Material Adverse Effect means a material adverse effect on (a) the business,
operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole, or (b) the ability of the Company to perform its obligations under this Agreement, any Supplemental Note Purchase Agreement, the
Notes and any Security Document to which it is a party, or (c) the validity or enforceability of this Agreement, any Supplemental Note Purchase Agreement, the Notes or any of the Security Documents.



Memorandum is defined in Section 5.3.



Multiemployer Plan means any Plan that is a
multiemployer plan (as such term is defined in Section 4001(a)(3) of ERISA).



Notes is defined in Section 1.



Offeree Letters means those certain letters each dated December 17, 2003 from Harris Nesbitt and ABN AMRO, respectively, setting forth the procedures taken with respect to the offer and sale of the
Notes and the Subsidiary Guaranties and any Offerree Letter delivered in connection with a Supplemental Note Purchase Agreement which shall be dated the date on or about the date of any such Supplemental Note Purchase Agreement.



Officers Certificate means a certificate of a
Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate.



Other Agreements is defined in Section 2.1.



Other Purchasers is defined in Section 2.1.



PBGC means the Pension Benefit Guaranty Corporation
referred to and defined in ERISA or any successor thereto.



Person means an individual, sole proprietorship, partnership, joint venture, corporation, limited liability company, association, institution, estate, trust, unincorporated organization, or a government or agency or
political subdivision thereof or any other entity.



Plan means an employee benefit plan (as defined in Section 3(3) of ERISA) that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding
five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.



Pledge Agreements is defined in Section 2.2(b).



Pledgors is defined in Section 2.2(b).



B-6



---

Priority Debt means (a) any Debt of the Company secured by a Lien created or incurred
within the limitations of Section 10.3(i), and (b) any Debt of the Companys Restricted Subsidiaries other than Qualified Subsidiary Debt.



property or properties means, unless otherwise specifically limited, real or personal property of any kind, tangible
or intangible, choate or inchoate.



QPAM
Exemption means Prohibited Transaction Class Exemption 84-14 issued by the United States Department of Labor.



Qualified Subsidiary Debtmeans Debt of a Restricted Subsidiary incurred within the limitations of Section 10.2 (b)(i), (b)(ii),
(b)(iii)and (b)(iv).



Required
Holders means, at any time, the holders of at least 51% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates).



Responsible Officer means any Senior Financial Officer and
any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.



Restricted Subsidiary means any Subsidiary (a) of which more than 80% (by number of votes) of the Voting Stock is beneficially owned,
directly or indirectly, by the Company, and (b) which is designated a Restricted Subsidiary on Schedule 5.4 or pursuant to Section 10.7.



Securities Act means the Securities Act of 1933, as amended from time to time.



Security Documents is defined in Section
2.2(b).



Senior Financial Officer
means the chief executive officer, chief financial officer, principal accounting officer, treasurer or comptroller of the Company.



Series means any one of, or any combination of, the Series A Notes and any subsequent Notes of any Series.



Series A Notes is defined in Section 1.1.



Series A-1 Notes is defined in Section
1.1.



Series A-2 Notes is defined in
Section 1.1.



Series A-3 Notes is
defined in Section 1.1.



Significant Restricted
Subsidiary means at any time any Restricted Subsidiary that would at such time constitute a Significant Subsidiary (as such term is defined in Regulation S-X of the Securities and Exchange Commission as in effect on the date of
the Closing) of the Company.



B-7



---

Subsidiary means, as to any Person, any corporation, association or other business
entity in which such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to direct
policies, management and affairs of such entity, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such Person or one or more of its Subsidiaries or such Person and one or more of its
Subsidiaries (unless such partnership can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a
Subsidiary is a reference to a Subsidiary of the Company.



Subsidiary Guarantor is defined in Section 2.2(a)and shall include any Subsidiary which is required to comply with the requirements of Section 9.7.



Subsidiary Guaranty is defined in Section 2.2(a)
and shall include any Subsidiary Guaranty delivered pursuant to Section 9.7.



Supplemental Closingis defined in Section 2.3.



Supplemental Closing Date is defined in Section 2.3.



Supplemental Note Purchase Agreement is defined in Section 2.3.



Supplemental Notesis defined in Section
1.2.



Supplemental Purchaser
Schedule means the Schedule of Purchasers of any Series of Supplemental Notes which is attached to the Supplemental Note Purchase Agreement relating to such Series.



Supplemental Purchasersis defined in Section 2.3.



Unrestricted Subsidiary means any Subsidiary which is not
a Restricted Subsidiary.



Voting Stock means
securities of any class or classes, the holders of which are ordinarily, in the absence of contingencies, entitled to elect a majority of the corporate directors (or Persons performing similar functions).



Wholly-Owned Restricted Subsidiary means, at any time, any
Restricted Subsidiary one hundred percent (100%) of all of the equity interests (except directors qualifying shares and, in the case of any Subsidiary organized under the laws of a jurisdiction other than the United States, any nominal
holdings of shares by any employee, officer, director or other third party as required by law) and voting interests of which are owned by any one or more of the Company and the Companys other Wholly-Owned Restricted Subsidiaries at such time.



B-8



---

[FORM OF SERIES A-1 NOTE]



STERIS CORPORATION



4.20% Senior Note, Series A-1, due December 15, 2008



|       |  |                
|------ |  | ---------------
|No. [] |  | [Date]         
|$[]    |  | PPN 859152 A* 1



FOR
VALUE RECEIVED, the undersigned, STERIS CORPORATION (herein called the Company), a corporation organized and existing under the laws of the State of Ohio, hereby promises to pay to
[], or registered assigns, the principal sum of
[] DOLLARS on December 15, 2008, with interest (computed on the basis of a 360-day year of twelve 30-day
months) (a) on the unpaid balance thereof at the rate of 4.20% per annum from the date hereof, payable semiannually, on the fifteenth day of June and December in each year, commencing with the June 15 or December 15 next succeeding the date hereof,
until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole
Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to 6.20%.



Payments of principal of, interest on and any Make-Whole Amount with respect
to this Note are to be made in lawful money of the United States of America at Bank of New York in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note
Purchase Agreements referred to below.



This Note is one of the
4.20% Senior Notes, Series A-1, due December 15, 2008 (the Series A-1 Notes) of the Company in the aggregate principal amount of $40,000,000 which, together with the Companys $40,000,000 aggregate principal amount 5.25%
Senior Notes, Series A-2, due December 15, 2013 (the Series A-2 Notes) and $20,000,000 aggregate principal amount 5.38% Senior Notes, Series A-3, due December 15, 2015 (the Series A-3 Notes; the Series A-1
Notes, the Series A-2 Notes and the Series A-3 Notes being hereinafter referred to collectively as the Series A Notes) issued pursuant to separate Note Purchase Agreements, dated as of December 17, 2003 (as from time to time
amended or supplemented, the Note Purchase Agreements), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof together with additional Series of Notes from time to time issued
thereunder (the Supplemental Notes, and collectively with the Series A Notes, the Notes). Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions
set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.1(a), Section 6.2 and, in the case of any Initial Purchaser (as defined in the Note Purchase Agreements),
Section 6.1(b) of the Note Purchase Agreements and (iii) to have agreed to the covenants and agreements of the holders set forth in the Note Purchase Agreements.



EXHIBIT 1-A

(to Note Purchase Agreement)



---

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this
Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holders attorney duly authorized in writing, a new Note for a like principal amount
will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment
and for all other purposes, and the Company will not be affected by any notice to the contrary.



This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase
Agreements, but not otherwise.



If an Event of Default, as
defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided
in the Note Purchase Agreements.



This Note shall be
construed and enforced in accordance with, and the rights and parties shall be governed by, the law of the State of New York, excluding choice-of-law principles of the law of such State which would require application of the laws of the jurisdiction
other than such State.



STERIS CORPORATIONBy[Title]






E-1-A-2



---

[FORM OF SERIES A-2 NOTE]



STERIS CORPORATION



5.25% Senior Note, Series A-2, due December 15, 2013



|       |  |                
|------ |  | ---------------
|No. [] |  | [Date]         
|$[]    |  | PPN 859152 A@ 9



FOR
VALUE RECEIVED, the undersigned, STERIS CORPORATION (herein called the Company), a corporation organized and existing under the laws of the State of Ohio, hereby promises to pay to
[], or registered assigns, the principal sum of
[] DOLLARS on December 15, 2013, with interest (computed on the basis of a 360-day year of twelve 30-day
months) (a) on the unpaid balance thereof at the rate of 5.25% per annum from the date hereof, payable semiannually, on the fifteenth day of June and December in each year, commencing with the June 15 or December 15 next succeeding the date hereof,
until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole
Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to 7.25%.



Payments of principal of, interest on and any Make-Whole Amount with respect
to this Note are to be made in lawful money of the United States of America at Bank of New York in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note
Purchase Agreements referred to below.



This Note is one of the
5.25% Senior Notes, Series A-2, due December 15, 2013 (the Series A-2 Notes) of the Company in the aggregate principal amount of $40,000,000 which, together with the Companys $40,000,000 aggregate principal amount 4.20%
Senior Notes, Series A-1, due December 15, 2008 (the Series A-1 Notes) and $20,000,000 aggregate principal amount 5.38% Senior Notes, Series A-3, due December 15, 2015 (the Series A-3 Notes; the Series A-1
Notes, the Series A-2 Notes and the Series A-3 Notes being hereinafter referred to collectively as the Series A Notes) issued pursuant to separate Note Purchase Agreements, dated as of December 17, 2003 (as from time to time
amended or supplemented, the Note Purchase Agreements), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof together with additional Series of Notes from time to time issued
thereunder (the Supplemental Notes, and collectively with the Series A Notes, the Notes). Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions
set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.1(a), Section 6.2and, in the case of any Initial Purchaser (as defined in the Note Purchase Agreements),
Section 6.1(b) of the Note Purchase Agreements and (iii) to have agreed to the covenants and agreements of the holders set forth in the Note Purchase Agreements.



EXHIBIT 1-B

(to Note Purchase Agreement)



---

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this
Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holders attorney duly authorized in writing, a new Note for a like principal amount
will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment
and for all other purposes, and the Company will not be affected by any notice to the contrary.



This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase
Agreements, but not otherwise.



If an Event of Default, as
defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided
in the Note Purchase Agreements.



This Note shall be
construed and enforced in accordance with, and the rights and parties shall be governed by, the law of the State of New York, excluding choice-of-law principles of the law of such State which would require application of the laws of the jurisdiction
other than such State.



STERIS CORPORATIONBy[Title]




E-1-B-2



---

[FORM OF SERIES A-3 NOTE]



STERIS CORPORATION



5.38% Senior Note, Series A-3, due December 15, 2015



|       |  |                
|------ |  | ---------------
|No. [] |  | [Date]         
|$[]    |  | PPN 859152 A# 7



FOR
VALUE RECEIVED, the undersigned, STERIS CORPORATION (herein called the Company), a corporation organized and existing under the laws of the State of Ohio, hereby promises to pay to
[], or registered assigns, the principal sum of
[] DOLLARS on December 15, 2015, with interest (computed on the basis of a 360-day year of twelve 30-day
months) (a) on the unpaid balance thereof at the rate of 5.38% per annum from the date hereof, payable semiannually, on the fifteenth day of June and December in each year, commencing with the June 15 or December 15 next succeeding the date hereof,
until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole
Amount (as defined in the Note Purchase Agreements referred to below), payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to 7.38%.



Payments of principal of, interest on and any Make-Whole Amount with respect
to this Note are to be made in lawful money of the United States of America at Bank of New York in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note
Purchase Agreements referred to below.



This Note is one of the
5.38% Senior Notes, Series A-3, due December 15, 2015 (the Series A-3 Notes) of the Company in the aggregate principal amount of $20,000,000 which, together with the Companys $40,000,000 aggregate principal amount 4.20%
Senior Notes, Series A-1, due December 15, 2008 (the Series A-1 Notes) and $40,000,000 aggregate principal amount 5.25% Senior Notes, Series A-2, due December 15, 2013 (the Series A-2 Notes; the Series A-1
Notes, the Series A-2 Notes and the Series A-3 Notes being hereinafter referred to collectively as the Series A Notes) issued pursuant to separate Note Purchase Agreements, dated as of December 17, 2003 (as from time to time
amended or supplemented, the Note Purchase Agreements), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof together with additional Series of Notes from time to time issued
thereunder (the Supplemental Notes, and collectively with the Series A Notes, the Notes). Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions
set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.1(a), Section 6.2and, in the case of any Initial Purchaser (as defined in the Note Purchase Agreements),
Section 6.1(b) of the Note Purchase Agreements and (iii) to have agreed to the covenants and agreements of the holders set forth in the Note Purchase Agreements.



EXHIBIT 1-C

(to Note Purchase Agreement)



---

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this
Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holders attorney duly authorized in writing, a new Note for a like principal amount
will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment
and for all other purposes, and the Company will not be affected by any notice to the contrary.



This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase
Agreements, but not otherwise.



If an Event of Default, as
defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided
in the Note Purchase Agreements.



This Note shall be
construed and enforced in accordance with, and the rights and parties shall be governed by, the law of the State of New York, excluding choice-of-law principles of the law of such State which would require application of the laws of the jurisdiction
other than such State.



STERIS CORPORATIONBy[Title]




E-1-C-2



---

[FORM OF SUPPLEMENTAL NOTE]



STERIS CORPORATION



% Senior Note, Series
, due ,



|       |  |       
|------ |  | ------
|No. [] |  | [Date]
|$[]    |  | PPN[] 



FOR
VALUE RECEIVED, the undersigned, STERIS CORPORATION (herein called the Company), a corporation organized and existing under the laws of the State of Ohio, hereby promises to pay to
[], or registered assigns, the principal sum of
[] DOLLARS on
, , with interest (computed on the basis of a 360-day year of
twelve 30-day months) (a) on the unpaid balance thereof at the rate of % per annum from the date hereof, payable semiannually, on the  day of
 and  in each year, commencing with the
[] or
[] next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent
permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreements referred to below), payable
semiannually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to %.



Payments of principal of, interest on and any Make-Whole Amount with respect
to this Note are to be made in lawful money of the United States of America at [] or at such other place as the Company shall have designated by written notice to the
holder of this Note as provided in the Note Purchase Agreements referred to below.



This Note is one of a series of Senior Notes (herein called the Series  Notes) issued pursuant the Supplemental Note Purchase Agreement dated
as of  to separate Note Purchase Agreements, dated as of December 17, 2003 (as from time to time amended or supplemented,
the Note Purchase Agreements), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof, together with additional Series of Notes from time to time issued thereunder (the
Supplemental Notes, and collectively with the notes issued under the Note Purchase Agreements, the Notes). Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the
confidentiality provisions set forth in Section 20 of the Note Purchase Agreements and (ii) to have made the representation set forth in Section 6.1(a)and Section 6.2 and (iii) to have agreed to the covenants and agreements of
the holders set forth in the Note Purchase Agreements.



This
Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or
such holders attorney



EXHIBIT 1.2

(to Note Purchase Agreement)



---

duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the
transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not
be affected by any notice to the contrary.



[The Company will
make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreements.] [This Note is [also] subject to [optional] prepayment, in whole or from time to time in part, at the times and on the terms specified
in the Note Purchase Agreements, but not otherwise.]



If an
Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with
the effect provided in the Note Purchase Agreements.



This
Note shall be construed and enforced in accordance with, and the rights and parties shall be governed by, the law of the State of New York, excluding choice-of-law principles of the law of such State which would require application of the laws of
the jurisdiction other than such State.



STERIS CORPORATIONBy[Title]




E-1.2-2



---

FORM OF SUPPLEMENTAL NOTE
PURCHASE AGREEMENT



STERIS
CORPORATION

5960 HEISLEY ROAD

MENTOR, OHIO 44060-1834



As of ,



To Each of the
Purchasers

Named in the Supplemental

Purchaser Schedule
Attached Hereto



Ladies and Gentlemen:



Reference is made to those certain Note Purchase Agreements, each dated as
of December 17, 2003 between the Company and each of the Initial Purchasers named in the Initial Purchaser Schedule attached thereto (the Agreement). Terms used but not defined herein shall have the respective meanings set forth
in the Agreement.



As contemplated in Section 2.3 of the
Agreements, the Company agrees with you as follows:



A.
Subsequent Series of Notes. The Company has authorized and will create a Subsequent Series of Notes to be called the Series  Notes. Said Series
 Notes will be dated the date of issue; will bear interest (computed on the basis of a 360-day year of twelve 30-day months) from such date at the rate of
% per annum, payable semiannually in arrears on the  day of each  and
 in each year (commencing ,
) until the principal amount thereof shall become due and payable and shall bear interest on overdue principal (including any overdue optional prepayment of principal) and premium, if any, and,
to the extent permitted by law, on any overdue installment of interest at the rate specified therein after the date due for payment, whether by acceleration or otherwise, until paid; will be expressed to mature on
, ; and will be substantially in the form
attached to the Agreement as Exhibit 1.2 with the appropriate insertions to reflect the terms and provisions set forth above.



B. Purchase and Sale of Series  Notes. The Company hereby agrees to
sell to each Supplemental Purchaser set forth on the Supplemental Purchaser Schedule attached hereto (collectively, the Series  Purchasers) and,
subject to the terms and conditions in the Agreement and herein set forth, each Series  Purchaser agrees to purchase from the Company the aggregate principal amount of
the Series  Notes set opposite each Series  Purchasers name in the Supplemental
Purchaser Schedule at 100% of the aggregate principal amount. The sale of the Series  Notes shall take place at the offices of Chapman and Cutler LLP, 111 West Monroe
Street, Chicago, Illinois 60603 at 10:00 a.m. Chicago time, at a closing the (Series  Closing) on
, , or such other date as shall be agreed upon by the Company and each Series
 Purchaser. At the Series  Closing the Company will deliver to each



EXHIBIT 2.3

(to Note Purchase Agreement)



---

Series  Purchaser one or more Series  Notes
registered in such Series  Purchasers name (or in the name of its nominee), evidencing the aggregate principal amount of Series 
Notes to be purchased by said Series  Purchaser and in the denomination or denominations specified with respect to such Series  Purchaser
in the Supplemental Purchaser Schedule attached hereto against payment of the purchase price thereof by transfer of immediately available funds for credit to the Companys account on the date of the Series
 Closing (the Series  Closing Date) (as specified in a notice to each Series
 Purchaser at least three Business Days prior to the Series Closing Date).



C. Conditions of Series  Closing. The obligation of each
Series  Purchaser to purchase and pay for the Series  Notes to be purchased by such purchaser hereunder on the Series
 Closing Date is subject to the satisfaction, on or before such Series  Closing Date, of the conditions set forth in Section 4 of
the Agreement, and to the following additional conditions:



(a) Except as supplemented, amended or superseded by the representations and warranties set forth in Exhibit A hereto, each of the representations and warranties of the Company set forth inSection 5 of
the Note Purchase Agreement shall be correct as of the Series  Closing Date and the Company shall have delivered to each Series  Purchaser
an Officers Certificate, dated the Series  Closing Date certifying that such condition has been fulfilled.



(b) Each Subsidiary Guarantor and Pledgor shall have confirmed in writing that the Series
 Notes shall be guaranteed and secured, as the case may be, by the Subsidiary Guaranty and the Pledge Agreement.



(c) Contemporaneously with the Series  Closing, the
Company shall sell to each Series  Purchaser, and each Series  Purchaser shall purchase, the Series
 Notes to be purchased by such Series  Purchaser at the Series  Closing as specified
in the Supplemental Purchaser Schedule.



D. Prepayments.
The Series  Notes shall be subject to prepayment only (a) pursuant to the required prepayments, if any, specified in clause (x) below; and (b) pursuant to the optional prepayments permitted by
Section 8.2 of the Agreement.



(x)
Required Prepayments; Maturity



[to be
determined]



(y) Optional and Contingent
Prepayments. As provided in Sections 8.2 of the Agreement.



E. Purchaser Representations. Each Series  Purchaser represents and warrants that the representations and warranties set forth in Section 6 of the Agreement are true and
correct on the date hereof with respect to the purchase of the Series  Notes by such Series  Purchaser.



E-2.3-2



---

F. Series  Notes Issued under and Pursuant to
Agreement. Except as specifically provided above, the Series  Notes shall be deemed to be issued under, to be subject to and to have the benefit of all of the terms and provisions of the
Agreement as the same may from time to time be amended and supplemented in the manner provided therein.



E-2.3-3



---

The execution hereof by the Series  Purchasers
shall constitute a contract among the Company and the Series Purchasers for the uses and purposes hereinabove set forth. By their acceptance hereof, each of the Series
 Purchasers shall also be deemed to have accepted and agreed to the terms and provisions of the Agreement, as in effect on the date hereof.



STERIS CORPORATIONByIts




|              
|--------------
|Accepted as of
|              
|              



[VARIATION]ByIts




E-2.3-4



---

INFORMATION RELATING TO SERIES
 PURCHASERS



|                                                                                                                                                           |  |                                                | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------- | 
|NAME AND ADDRESS OF SERIES
 PURCHASER                                                                                                                      |  | PRINCIPALAMOUNT OF SERIES
NOTES TO BEPURCHASED
|[NAME OF SERIES 
PURCHASER]                                                                                                                                |  | $                                              | 
|                                                                                                                                                           | 
|(1)    All payments by wire transfer of immediately available funds to:  with sufficient information to identify the source and application of
such funds. |  |                                                | 
|                                                                                                                                                           | 
|(2)    All notices of payments and written confirmations of such wire transfers:                                                                           |  |                                                | 
|                                                                                                                                                           | 
|(3)    All other communications:                                                                                                                           |  |                                                | 



SCHEDULE
A

(to Supplement)



---

EXHIBIT A

SUPPLEMENTAL REPRESENTATIONS



The Company represents and warrants to each Series  Purchaser that except as hereinafter set forth
in this Exhibit A, each of the representations and warranties set forth in Section 5 of the Note Purchase Agreement is true and correct as of the date hereof with respect to the Series
 Notes with the same force and effect as if each reference to Series  Notes set forth therein was modified to refer the
Series  Notes and each reference to this Agreement therein was modified to refer to the Note Purchase Agreement as supplemented by this Supplemental Note Purchase
Agreement. The Section references hereinafter set forth correspond to the similar sections of the Note Purchase Agreement which are supplemented hereby:



EXHIBIT A

(to Supplement)



---

FORM OF OPINION OF SPECIAL
COUNSEL

TO THE COMPANY, THE SUBSIDIARY
GUARANTORS AND THE PLEDGORS



EXHIBIT 4.4(a)

(to Note Purchase Agreement)



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FORM OF OPINION OF SPECIAL
COUNSEL

TO THE PURCHASERS



EXHIBIT 4.4(b)

(to Note Purchase Agreement)