EX-10.1





 Exhibit 10.1 
  

 
  

TERM LOAN AGREEMENT 
 Dated
as of November 18, 2020 
 among 

STERIS PLC, 
 as a Borrower, 

STERIS LIMITED, 
 as a Borrower,

 SYNERGY HEALTH LIMITED, 
 as a
Borrower 
 STERIS CORPORATION, 

as a Borrower, 
 The Guarantors
Party Hereto, 
 VARIOUS FINANCIAL INSTITUTIONS, 

as Lenders, 
 and 

JPMORGAN CHASE BANK, N.A. 
 as
Administrative Agent 
  
  

BOFA SECURITIES, INC., 
 PNC
CAPITAL MARKETS LLC 
 and 

CITIBANK, N.A. 
 as Syndication
Agents 
  
  

SUMITOMO MITSUI BANKING CORPORATION 

as Documentation Agent 
  

 
 U.S. BANK
NATIONAL ASSOCIATION, 
 DNB CAPITAL LLC 

and 
 SANTANDER BANK, N.A. 

as Senior Managing Agents 
  

 
 JPMORGAN CHASE
BANK, N.A., 
 BOFA SECURITIES, INC., 

PNC CAPITAL MARKETS LLC, 
 and 

CITIBANK, N.A. 
 as Joint Lead
Arrangers and Joint Bookrunners 
  
  

 












 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	  	 	1	 
	 SECTION 1.01
	 	Certain Defined Terms	  	 	1	 
	 SECTION 1.02
	 	Computation of Time Periods	  	 	33	 
	 SECTION 1.03
	 	Accounting Terms	  	 	33	 
	 SECTION 1.04
	 	Terms Generally	  	 	34	 
	 SECTION 1.05
	 	[Reserved]	  	 	34	 
	 SECTION 1.06
	 	Currency Translations	  	 	34	 
	 SECTION 1.07
	 	Divisions	  	 	35	 
		
	 ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES
	  	 	35	 
	 SECTION 2.01
	 	Advances	  	 	35	 
	 SECTION 2.02
	 	Making the Advances	  	 	35	 
	 SECTION 2.03
	 	[Reserved]	  	 	37	 
	 SECTION 2.04
	 	[Reserved]	  	 	37	 
	 SECTION 2.05
	 	[Reserved]	  	 	37	 
	 SECTION 2.06
	 	Fees	  	 	37	 
	 SECTION 2.07
	 	[Reserved]	  	 	37	 
	 SECTION 2.08
	 	Repayment of Advances	  	 	37	 
	 SECTION 2.09
	 	Interest on Advances	  	 	38	 
	 SECTION 2.10
	 	Interest Rate Determination	  	 	38	 
	 SECTION 2.11
	 	Optional Conversion of Advances	  	 	41	 
	 SECTION 2.12
	 	Optional Prepayments of Advances	  	 	41	 
	 SECTION 2.13
	 	Increased Costs	  	 	42	 
	 SECTION 2.14
	 	Illegality	  	 	43	 
	 SECTION 2.15
	 	Payments and Computations	  	 	43	 
	 SECTION 2.16
	 	Taxes	  	 	44	 
	 SECTION 2.17
	 	Sharing of Payments, Etc.	  	 	53	 
	 SECTION 2.18
	 	Use of Proceeds	  	 	54	 
	 SECTION 2.19
	 	Evidence of Debt	  	 	54	 
	 SECTION 2.20
	 	Defaulting Lenders	  	 	54	 
	 SECTION 2.21
	 	Mitigation	  	 	55	 
	 SECTION 2.22
	 	VAT	  	 	56	 
	 SECTION 2.23
	 	[Reserved]	  	 	57	 
		
	 ARTICLE III CONDITIONS TO EFFECTIVENESS AND CLOSING
	  	 	57	 
	 SECTION 3.01
	 	Conditions Precedent to Closing Date	  	 	57	 
		
	 ARTICLE IV REPRESENTATIONS AND WARRANTIES
	  	 	59	 
	 SECTION 4.01
	 	Representations and Warranties	  	 	59	 
		
	 ARTICLE V COVENANTS
	  	 	64	 
	 SECTION 5.01
	 	Affirmative Covenants	  	 	64	 


  
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	 SECTION 5.02
	 	Negative Covenants	  	 	68	 
	 SECTION 5.03
	 	Financial Covenants	  	 	74	 
		
	 ARTICLE VI EVENTS OF DEFAULT
	  	 	74	 
	 SECTION 6.01
	 	Events of Default	  	 	74	 
		
	 ARTICLE VII THE AGENTS
	  	 	76	 
	 SECTION 7.01
	 	Authorization and Action	  	 	76	 
	 SECTION 7.02
	 	Administrative Agent Individually	  	 	77	 
	 SECTION 7.03
	 	Duties of Administrative Agent; Exculpatory Provisions	  	 	77	 
	 SECTION 7.04
	 	Reliance by Administrative Agent	  	 	78	 
	 SECTION 7.05
	 	Delegation of Duties	  	 	78	 
	 SECTION 7.06
	 	Resignation of Administrative Agent	  	 	79	 
	 SECTION 7.07
	 	Non-Reliance on Administrative Agent and Other Lenders	  	 	79	 
	 SECTION 7.08
	 	Other Agents	  	 	80	 
	 SECTION 7.09
	 	Certain ERISA Matters	  	 	80	 
		
	 ARTICLE VIII GUARANTY
	  	 	81	 
	 SECTION 8.01
	 	Guaranty	  	 	81	 
	 SECTION 8.02
	 	No Termination	  	 	82	 
	 SECTION 8.03
	 	Waiver by the Guarantors	  	 	82	 
	 SECTION 8.04
	 	Subrogation	  	 	82	 
	 SECTION 8.05
	 	Waiver of Defenses	  	 	82	 
	 SECTION 8.06
	 	Exhaustion of Other Remedies Not Required	  	 	83	 
	 SECTION 8.07
	 	Stay of Acceleration	  	 	83	 
	 SECTION 8.08
	 	Release of Guarantees	  	 	83	 
	 SECTION 8.09
	 	Guaranty Limitations	  	 	84	 
		
	 ARTICLE IX MISCELLANEOUS
	  	 	84	 
	 SECTION 9.01
	 	Amendments, Etc.	  	 	84	 
	 SECTION 9.02
	 	Notices, Etc.	  	 	86	 
	 SECTION 9.03
	 	No Waiver; Remedies	  	 	88	 
	 SECTION 9.04
	 	Costs and Expenses	  	 	88	 
	 SECTION 9.05
	 	Right of Setoff	  	 	89	 
	 SECTION 9.06
	 	Binding Effect	  	 	90	 
	 SECTION 9.07
	 	Assignments and Participations	  	 	90	 
	 SECTION 9.08
	 	Confidentiality	  	 	94	 
	 SECTION 9.09
	 	[Reserved]	  	 	95	 
	 SECTION 9.10
	 	Governing Law	  	 	95	 
	 SECTION 9.11
	 	Execution in Counterparts	  	 	95	 
	 SECTION 9.12
	 	Jurisdiction, Etc.	  	 	96	 
	 SECTION 9.13
	 	Patriot Act Notice	  	 	97	 
	 SECTION 9.14
	 	No Advisory or Fiduciary Responsibility	  	 	97	 
	 SECTION 9.15
	 	Waiver of Jury Trial	  	 	97	 
	 SECTION 9.16
	 	Conversion of Currencies	  	 	97	 
	 SECTION 9.17
	 	[Reserved]	  	 	98	 


  
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	 SECTION 9.18
	 	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	  	 	98	 


  
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	SCHEDULES	 	
		
	Schedule I	 	 – Commitments

	Schedule II	 	 – Administrative Agent’s Office; Certain Addresses for Notices

	Schedule 4.01(f)	 	 – Legal Proceedings

	Schedule 5.01(i)	 	 – Affiliate Transactions

	Schedule 5.02(a)	 	 – Liens

	Schedule 5.02(e)	 	 – Subsidiary Indebtedness

		
	EXHIBITS	 	
		
	Exhibit A	 	 – Form of Notice of Borrowing

	Exhibit B	 	 – Form of Assignment and Acceptance

	Exhibit C-1	 	 – Form of Tax Compliance Certificate

	Exhibit C-2	 	 – Form of Tax Compliance Certificate

	Exhibit C-3	 	 – Form of Tax Compliance Certificate

	Exhibit C-4	 	 – Form of Tax Compliance Certificate

	Exhibit D	 	 – Form of Guarantor Joinder Agreement



  
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 TERM LOAN AGREEMENT 

This Term Loan Agreement (this “Agreement”) dated as of November 18, 2020 is among STERIS plc, a public
limited company organized under the laws of the Republic of Ireland (“STERIS plc”), as a Borrower and a Guarantor, STERIS Limited, a private limited company organized under the laws of England and Wales (and formerly known as STERIS
plc, a public limited company organized under the laws of England and Wales) (“STERIS Limited”), as a Borrower and a Guarantor, STERIS Corporation, an Ohio corporation (“STERIS Corporation”), as a Borrower and a
Guarantor, Synergy Health Limited, a private limited company organized under the laws of England and Wales (“Synergy”), as a Borrower and a Guarantor, the other Guarantors (as defined below) that are parties hereto from time to
time, the Lenders (as defined below) that are parties hereto, and JPMorgan Chase Bank, N.A., as administrative agent (together with any successor thereto appointed pursuant to Article VII, and including any applicable designated Affiliate, the
“Administrative Agent”) for the Lenders. 
 RECITALS 

WHEREAS, STERIS plc intends to acquire, directly or indirectly (the “Acquisition”) through one or more of its
Subsidiaries, all of the equity interests of Key Surgical LLC, a Delaware limited liability company (the “Target”) pursuant to that certain Purchase Agreement, dated as of October 2, 2020, among KS Holdings LLC, a Delaware
limited liability company, (ii) Key Surgical Shareholders LLC, a Delaware limited liability company, (iii) Key Surgical Management LLC, a Delaware limited liability company, (iv) WSHP KS Investment LLC, a Delaware limited liability
company, (v) the Target, (vi) STERIS Corporation, (vii) STERIS plc and (viii) Brian O’Connell and Scot Milchman (together with all schedules, exhibits and annexes thereto and all letters and agreements affecting the terms
thereof or entered into in connection therewith, the “Acquisition Agreement”); and 
 WHEREAS, the
Borrowers have requested that the Lenders provide a term loan credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein, the proceeds of which will be used (a) to fund a portion of the cash purchase
price under the Acquisition Agreement, (b) to refinance, prepay, repay, redeem, discharge or defease the existing indebtedness of the Target and its subsidiaries and/or (c) to pay all or a portion of the costs incurred by the Borrowers or
any of its Subsidiaries in connection with the Transactions. 
 IN CONSIDERATION THEREOF the parties hereto agree as
follows: 
 ARTICLE I 

DEFINITIONS AND ACCOUNTING TERMS 

SECTION 1.01 Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings
(such meanings to be equally applicable to both the singular and plural forms of the terms defined): 

“Acknowledging Party” has the meaning set forth in Section 9.18. 

“Acquisition” has the meaning set forth in the recitals hereto. 












 “Acquisition Agreement” has the meaning set forth in the
recitals hereto. 
 “Administrative Agent” has the meaning specified in the recital of parties to this
Agreement. 
 “Administrative Agent’s Office” means the Administrative Agent’s address and, as
appropriate, account as set forth on Schedule II, or such other address or account as the Administrative Agent may from time to time notify to the Borrowers and the Lenders. 

“Administrative Questionnaire” means an administrative questionnaire in the form supplied by the
Administrative Agent. 
 “Advance” means an advance made pursuant to Section 2.01. 

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial
Institution. 
 “Affiliate” means, with respect to any Person, any other Person that, directly or
indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term “control” (including the terms “controlling,”
“controlled by” and “under common control with”) of a Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of
Voting Stock, by contract or otherwise. 
 “Agent Parties” has the meaning set forth in
Section 9.02(c). 
 “Agents” means, collectively, the Administrative Agent, the Joint Lead Arrangers,
each Syndication Agent, the Documentation Agent and each Senior Managing Agent. 
 “Agreement” has the
meaning set forth in the introduction hereto. 
 “Agreement Currency” has the meaning set forth in
Section 9.16. 
 “Ancillary Document” has a meaning set forth in Section 9.11. 

“Anti-Corruption Laws” has the meaning set forth in Section 4.01(s). 

“Applicable Creditor” has the meaning set forth in Section 9.16. 

“Applicable Lending Office” means, with respect to any Lender, the office of such Lender specified as its
“Applicable Lending Office” or similar concept in its Administrative Questionnaire or in the Assignment and Acceptance pursuant to which it became a Lender, or such other office, branch, Subsidiary or affiliate of such Lender as such
Lender may from time to time specify to the Borrowers and the Administrative Agent. 
 “Applicable Margin”
means the rate per annum set forth under the corresponding heading below based on the Level set forth below in effect as of such date: 

  
 2 














							
	 	  	Leverage Ratio	  	Applicable Margin
for Eurocurrency
Rate Advances	 	Applicable Margin for
Base Rate Advances
	 Level 1
	  	Greater than or equal to
3.00:1.00	  	1.500%	 	0.500%
	 Level 2
	  	Less than 3.00:1.00 but
greater than or equal to
2.50:1.00	  	1.375%	 	0.375%
	 Level 3
	  	Less than 2.50:1.00 but
greater than or equal to
2.00:1.00	  	1.250%	 	0.250%
	 Level 4
	  	Less than 2.00:1.00 but
greater than or equal to
1.50:1.00	  	1.125%	 	0.125%
	 Level 5
	  	Less than 1.50:1.00 but
greater than or equal to
1.00:1.00	  	1.000%	 	0.000%
	 Level 6
	  	Less than 1.00 to 1.00	  	0.875%	 	0.000%

 For the period from the Closing Date until the last day of the calendar month in which the
financial statements are delivered for the first fiscal quarter after the Closing Date (or, if earlier, required to be delivered) to the Administrative Agent, the pricing grid shall be deemed to be Level 3. Thereafter, the applicable Leverage
Ratio for purposes of the pricing grid shall be determined on, and any corresponding change to the Applicable Margin shall be effective as of, the first day of the first calendar month (the “Reset Date”) after the date upon which
the Administrative Agent is delivered (or, if earlier, required to be delivered), the required financial statements of the Reporting Entity. In the event that the applicable financial statements are not delivered on or prior to such Reset Date or to
the extent an Event of Default has occurred and is continuing on such Reset Date, the applicable Level shall be deemed to be Level 1 from such Reset Date until such event is cured. 

“Applicable Minimum Amount” means an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess
thereof. 
 “Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an
assignee, and accepted by the Administrative Agent, in substantially the form of Exhibit B hereto. 
 “Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or
may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest
Period” pursuant to clause (i) of Section 2.10. 
 “Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. 

  
 3 













 “Bail-In
Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement
for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as
amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through
liquidation, administration or other insolvency proceedings). 
 “Base Rate” means for any day a
fluctuating rate per annum equal to the highest of (a) the NYFRB Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by JPMorgan Chase Bank, N.A. as its “prime rate,” and
(c) the LIBO Rate for a one-month Interest Period plus 1.00%, provided that if the Base Rate as so determined would be less than 1%, such rate shall be deemed to be 1% for the purposes of
calculating such rate. The “prime rate” is a rate set by JPMorgan Chase Bank, N.A. based upon various factors including JPMorgan Chase Bank, N.A.’s costs and desired return, general economic conditions and other factors, and is used
as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. If the Base Rate is being used as an alternate rate of interest pursuant to Section 2.10, then the Base Rate shall be the greater of
clause (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Base Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. 

“Base Rate Advance” means an Advance that bears interest as provided in Section 2.09(a)(i). 

“Benchmark” means, initially, the LIBO Rate; provided that if a Benchmark Transition Event, a Term
SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to the LIBO Rate or the then-current Benchmark, then
“Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (e) or clause (h) of Section 2.10. 

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below
that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date: 
 (1) the
sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment; 
 (2) the sum of:
(a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment; and 
 (3) the sum of:
(a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or
recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market 

  
 4 













 
convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark
Replacement Adjustment; 
 provided that, in the case of clause (1), the Unadjusted Benchmark Replacement is displayed on a
screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided further that, notwithstanding anything to the contrary in this Agreement or
in any other Loan Document, upon the occurrence of a Term SOFR Transition Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall revert to and shall be deemed to be the
sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth in clause (1) of this definition (subject to the first proviso above). 

If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than zero, the
Benchmark Replacement will be deemed to be zero for the purposes of this Agreement and the other Loan Documents). 

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with
an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement: 

(1) for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first
alternative set forth in the order below that can be determined by the Administrative Agent: 
 (a) the
spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected
or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor; 

(b) the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such
Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the
applicable Corresponding Tenor; and 
 (2) for purposes of clause (3) of the definition of
“Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected by the Administrative Agent and the Borrowers for
the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the
applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating
or determining 

  
 5 













 
such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities; 

provided that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that
publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion. 

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical,
administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Interest Period,” the definition of “Business Day”, timing and frequency of determining rates and making
payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the
Administrative Agent decides in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially
consistent with market practice (or, if the Administrative Agent decides in its reasonable discretion that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market
practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides in its reasonable discretion is reasonably necessary in connection with the administration of this
Agreement and the other Loan Documents). 
 “Benchmark Replacement Date” means the earlier to occur of the
following events with respect to the then-current Benchmark: 
 (1) in the case of clause (1) or (2) of
the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published
component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); 

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the
public statement or publication of information referenced therein; or 
 (3) in the case of a Term SOFR
Transition Event, the date that is thirty (30) days after the date a Term SOFR Notice is provided to the Lenders and the Borrower pursuant to Section 2.10(h); or 

(4) in the case of an Early Opt-in Election, the sixth (6th) Business
Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after
the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required
Lenders. 
 For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the
same day as, but earlier than, the Reference Time in respect of any determination, 

  
 6 













 
the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have
occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used
in the calculation thereof). 
 “Benchmark Transition Event” means the occurrence of one or more of the
following events with respect to the then-current Benchmark: 
 (1) a public statement or publication of
information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such
component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component
thereof); 
 (2) a public statement or publication of information by the regulatory supervisor for the
administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution
authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the
administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or
publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or 

(3) a public statement or publication of information by the regulatory supervisor for the administrator of such
Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer representative. 

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any
Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof). 

“Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark
Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with
Section 2.10 and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.10. 

“Beneficial Ownership Certification” has the meaning set forth in Section 3.01(e)(ii). 

  
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 “Beneficial Ownership Regulation” means 31 C.F.R. §
1010.230. 
 “Borrowed Debt” means any Debt for money borrowed, including loans, hybrid securities, debt
convertible into Equity Interests and any Debt represented by notes, bonds, debentures or other similar evidences of Debt for money borrowed. 

“Borrower” means, to the extent party hereto, each of STERIS plc, STERIS Limited, STERIS Corporation and
Synergy. 
 “Borrower DTTP Filing” means an HM Revenue & Customs’ Form DTTP2, duly completed
and filed by the relevant Borrower, which: 
 (i) where it relates to a Treaty Lender that is a Lender on the
day on which this Agreement is entered into, contains the scheme reference number and jurisdiction of tax residence stated opposite such Lender’s name in Part I of Schedule I; and 

(1) where the relevant Borrower is a Borrower on the Closing Date, is filed with HM Revenue & Customs
within 30 days of the date of this Agreement; or 
 (2) where the relevant Borrower has become a Borrower
after the Closing Date, is filed with HM Revenue & Customs within 30 days of the date on which that relevant Borrower becomes such a Borrower; or 

(ii) where it relates to a Treaty Lender that is a New Lender, contains the scheme reference number and
jurisdiction of tax residence stated in respect of that Lender in the relevant Assignment and Acceptance, and: 

(1) where the relevant Borrower is a Borrower as at the relevant Transfer Date, is filed with HM
Revenue & Customs within 30 days of that Transfer Date; or 
 (2) where the relevant Borrower is
not a Borrower as at the relevant Transfer Date, is filed with HM Revenue & Customs within 30 days of the date on which that relevant Borrower becomes a Borrower. 

“Borrower Materials” has the meaning specified in the last paragraph of Section 5.01. 

“Borrowing” means a borrowing consisting of simultaneous Advances of the same Type made by each of the
Lenders to the Borrowers pursuant to Section 2.01. 
 “Business Day” means any day other than a
Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to obligations denominated in Dollars is located;
provided, that when used in connection with a Eurocurrency Rate Advance, the term “Business Day” shall also exclude any day on which banks are not open for dealings in deposits in the relevant currency in the interbank eurocurrency
market. 

  
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 “Cash Equivalents” means (a) marketable direct
obligations with maturities of one year or less from the date of acquisition, issued by or fully guaranteed or insured by (i) the United States Government or any agency or instrumentality thereof or (ii) any member state of the European
Union; (b) marketable general obligations issued or fully guaranteed by any state, commonwealth or territory of the United States of America or any political subdivision, agency or taxing authority of any such state, commonwealth or territory
or any public instrumentality thereof or any other foreign government or any agency or instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, which are rated at least A- by S&P or A-1 by Moody’s; (c) marketable direct obligations with maturities of one year or less from the date of acquisition, issued by an issuer rated at
least A-/A-1 by S&P or A3/P-1 by Moody’s; or carrying an equivalent rating by a nationally recognized rating agency, if
both of the two named rating agencies cease publishing ratings of investments, and, in either case, maturing within one year from the date of acquisition; (d) certificates of deposit, time deposits, eurodollar time deposits, overnight bank
deposits, notes, debt securities, bankers’ acceptances and repurchase agreements, in each case having maturities of one year or less from the date of acquisition, issued, and money market deposit accounts issued or offered, by any Lender or by
any commercial bank organized under the laws of the United States of America or any state thereof or foreign commercial bank of recognized standing having combined capital and surplus of not less than $100,000,000 or any bank (or the parent company
of any such bank) whose short-term commercial paper rating from S&P is at least A-1 or from Moody’s is at least P-2 or an equivalent rating from another rating
agency; (e) commercial paper of an issuer rated at least A-1 by S&P or P-1 by Moody’s, or carrying an equivalent rating by a nationally recognized rating
agency, if both of the two named rating agencies cease publishing ratings of investments, and, in either case, maturing within one year from the date of acquisition; (f) repurchase obligations of any Lender or of any commercial bank satisfying
the requirements of clause (d) of this definition, having a term of not more than 30 days, with respect to notes or other securities described in clause (a) of this definition; (g) any notes or other debt securities or instruments
issued by any Person, (i) the payment and performance of which is premised upon (A) securities issued by any state, commonwealth or territory of the United States of America or any political subdivision or taxing authority of such state,
commonwealth or territory or any public instrumentality or agency thereof or any foreign government or (B) loans originated or acquired by any other Person pursuant to a plan or program established by any Governmental Authority that requires
the payment of not less than 95% of the outstanding principal amount of such loans to be guaranteed by (1) a specified Governmental Authority or (2) any other Person (provided that all or substantially all of such guarantee payments
made by such Person are contractually required to be reimbursed by any other Governmental Authority), (ii) that are rated at least AAA by S&P and Aaa by Moody’s and (iii) which are disposed of by the Reporting Entity or any member of
the Consolidated Group within one year after the date of acquisition thereof; (h) shares of money market, mutual or similar funds that (i) invest in assets satisfying the requirements of clauses (a) through (g) (or any of such
clauses) of this definition, and (ii) have portfolio assets of at least $1,000,000,000; (i) any other investment which constitutes a “cash equivalent” under GAAP as in effect from time to time; and (j) any other notes, securities
or other instruments or deposit-based products consented to in writing by the Administrative Agent. 

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System
maintained by the U.S. Environmental Protection Agency. 

  
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 “Closing Date” means the Business Day on which all the
conditions precedent in Section 3.01 are satisfied or waived in accordance with Section 9.01, which date is November 18, 2020. 

“Closing Date Party” means each of: (i) STERIS plc, (ii) STERIS Limited, (iii) STERIS
Corporation, (iv) Synergy (v) Solar New US Holding Co, LLC, (vi) Solar New US Parent Co, LLC, (vii) Solar US Acquisition Co, LLC, (viii) American Sterilizer Company, (ix) Synergy Health US Holdings, Inc., (x) STERIS Inc.,
(xi) Isomedix Inc., (xii) Isomedix Operations Inc., (xiii) STERIS Instrument Management Services, Inc., (xiv) STERIS Europe, Inc., (xv) United States Endoscopy Group, Inc., (xvi) Synergy Health Holdings Limited, (xvii) Synergy Health
Sterilisation UK Limited, (xviii) Synergy Health (UK) Limited and (xix) STERIS Emerald IE Limited. 

“Commitment” means as to any Lender, the commitment of such Lender to make an Advance hereunder, as such
commitment may be increased or reduced from time to time pursuant to the terms hereof. The initial amount of each Lender’s Commitment is the amount set forth for such Lender in the column labeled “Commitment” opposite such
Lender’s name on Schedule I hereto. As of the Closing Date, the aggregate amount of the Commitments is $550,000,000. The Commitments shall terminate in full on the Borrowing of the Advances on the Closing Date. 

“Consolidated” refers to the consolidation of accounts in accordance with GAAP. 

“Consolidated EBITDA” means, for any fiscal period, the Consolidated net income of the Consolidated Group for
such period determined in accordance with GAAP plus the following, to the extent deducted in calculating such Consolidated net income: (a) Consolidated Interest Expense, (b) the provision for Federal, state, local and foreign taxes
based on income, profits, revenue, business activities, capital or similar measures payable by the Reporting Entity and its Subsidiaries in each case, as set forth on the financial statements of the Consolidated Group, (c) depreciation
(including depletion) and amortization expense, (d) any extraordinary or unusual charges, expenses or losses, (e) net after-tax losses (including all fees and expenses or charges relating thereto) on
sales of assets outside of the ordinary course of business and net after-tax losses from discontinued operations, (f) any net after-tax losses (including all fees
and expenses or charges relating thereto) on the retirement of debt, (g) any other non-recurring or non-cash charges, expenses or losses; provided that for
any period of four consecutive fiscal quarters nonrecurring cash expenses added back pursuant to this clause (g) (other than those in connection with any acquisition) shall not exceed the greater of (x) $50,000,000 and (y) 10% of Consolidated
EBITDA (before giving effect to such nonrecurring cash add back) for the applicable four quarter period, (h) minority interest expense, and (i) non-cash stock option expenses, non-cash equity-based compensation and/or non-cash expenses related to stock-based compensation, and minus, to the extent included in calculating such Consolidated net
income for such period, the sum of (i) any extraordinary or unusual income or gains, (ii) net after-tax gains (less all fees and expenses or charges relating thereto) on the sales of assets outside
of the ordinary course of business and net after-tax gains from discontinued operations (without duplication of any amounts added back in clause (b) of this definition), (iii) any net after-tax gains (less all fees and expenses or charges relating thereto) on the retirement of debt, (iv) any other nonrecurring or non-cash income and (v) minority
interest income, all as determined on a Consolidated basis. In the event that the Reporting Entity or any of its Subsidiaries acquired or disposed of any Person, business unit or line of business or made any investment during the relevant period,
Consolidated EBITDA will be 

  
 10 













 
determined giving pro forma effect to such acquisition, disposition or investment as if such acquisition, disposition or investment and any related incurrence or repayment of Debt had occurred on
the first day of the relevant period, but shall not take into account any cost savings projected to be realized as a result of such acquisition or disposition other than cost savings permitted to be included under Regulation S-X of the Securities and Exchange Commission; provided, that if appropriate financial items to calculate Consolidated EBITDA on a pro forma basis for an acquisition or investment are unavailable or were not
prepared in accordance with GAAP, then the Reporting Entity may elect not to include such financial items relating to such acquisition or investment if the amount of Consolidated EBITDA attributable to such acquisition or investment as reasonably
determined in good faith by the Reporting Entity is greater than or equal to $0 or is less negative than negative $25,000,000. 

“Consolidated Group” means the Reporting Entity and its Subsidiaries. 

“Consolidated Interest Expense” means, for any fiscal period, the total interest expense of the Consolidated
Group on a Consolidated basis determined in accordance with GAAP, including the imputed interest component of capitalized lease obligations during such period, and all commissions, discounts and other fees and charges owed with respect to letters of
credit, if any, and net costs under Hedge Agreements relating to interest rates; provided that if the Reporting Entity or any of its Subsidiaries acquired or disposed of any Person or line of business during the relevant period, Consolidated
Interest Expense will be determined giving pro forma effect to any incurrence or repayment of Debt related to such acquisition or disposition as if such incurrence or repayment of Debt had occurred on the first day of the relevant period. 

“Consolidated Total Assets” means, as of any date of determination, the net book value of all assets at such
date as reflected on the Consolidated balance sheet of the Reporting Entity (or, as applicable, the entity that was most recently, but is no longer, the Reporting Entity) most recently delivered pursuant to Section 5.01(j)(i) or
Section 5.01(j)(ii) (or prior thereto, as set forth in the most recent Required Financial Statements). 

“Consolidated Total Debt” means, as of any date of determination, the aggregate amount of Borrowed Debt of
the Consolidated Group determined on a Consolidated basis as of such date. 
 “Continuing Director” means,
for any period, an individual who is a member of the board of directors of the Reporting Entity on the first day of such period or whose election to the board of directors of the Reporting Entity is approved by a majority of the other Continuing
Directors. 
 “Conversion,” “Convert,” or “Converted” each refers to a
conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.11. 
 “Corresponding
Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding Business Day adjustment) as such Available Tenor. 

“CTA” means the Corporation Tax Act 2009. 

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a
lookback) being established by the Administrative Agent in accordance with the 

  
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conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the
Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion. 

“Debt” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money,
(b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments, (d) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies
of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of such Person as lessee under leases that have been or should be, in accordance with GAAP, recorded as
capital leases, (f) all obligations, contingent or otherwise, of such Person in respect of acceptances, letters of credit or similar extensions of credit, (g) all obligations of such Person in respect of Hedge Agreements, (h) all Debt
of others referred to in clauses (a) through (g) above or clause (i) below directly guaranteed in any manner by such Person, or the payment of which is otherwise provided for by such Person, and (i) all Debt referred to in clauses
(a) through (h) above secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person,
even though such Person has not assumed or become liable for the payment of such Debt. 
 “Debtor Relief
Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or
similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect. 

“Default” means any Event of Default or any event that would constitute an Event of Default but for the
requirement specified in Article VI that notice be given or time elapse or both. 
 “Default Interest” has
the meaning specified in Section 2.09(b). 
 “Defaulting Lender” means, subject to
Section 2.20(c), any Lender that (a) has failed to (i) fund all or any portion of its Advances within two Business Days of the date such Advances were required to be funded hereunder unless such Lender notifies the Administrative
Agent and the Borrowers in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically
identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the
Borrowers or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s
obligation to fund an Advance hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically
identified in such writing or 

  
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public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or a Borrower, to confirm in writing to the Administrative
Agent and the Borrowers that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the
Administrative Agent and the Borrowers), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian,
conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal
regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that for the avoidance of doubt, a Lender shall not be a Defaulting Lender solely by virtue
of (A) the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority or (B) in the case of a solvent Person, the precautionary appointment of an
administrator, guardian or custodian or similar official by a Governmental Authority under or based on the law of the country where such Person is organized if the applicable law of such jurisdiction requires that such appointment not be publicly
disclosed, in any such case, where such ownership or action, as applicable, does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment
on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender
under any one or more of clauses (a) through (d) above shall be conclusive and binding as to such Lender absent demonstrable error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.20(c)) upon delivery of
written notice of such determination to the Borrowers and each Lender. 
 “Direction” has the meaning
specified in Section 2.16(g)(iv)(C)(1). 
 “Disinterested Director” means, with respect to any Person
and transaction, a member of the board of directors of such Person who does not have any material direct or indirect financial interest in or with respect to such transaction. 

“Disposition” has the meaning specified in Section 5.02(f). 

“Documentation Agent” means Sumitomo Mitsui Banking Corporation. 

“Dollars” and the “$” sign each means lawful currency of the United States. 

“Dollar Equivalent” means, on any date, with respect to any amount in any currency other than Dollars, the
equivalent in Dollars of such amount, determined by the Administrative Agent pursuant to Section 1.05 using the Spot Rate with respect to such currency at the time in effect pursuant to the provisions of such Section 1.05. 

“Domestic Subsidiary” means any Subsidiary that is not a Foreign Subsidiary. 

“Early Opt-in Election” means, if the then-current Benchmark is LIBO
Rate, the occurrence of: 

  
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 (i) a notification by the Administrative Agent to (or the
request by the Borrowers to the Administrative Agent to notify) each of the other parties hereto that at least five currently outstanding dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally
executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and 

(ii) the joint election by the Administrative Agent and the Borrowers to trigger a fallback from LIBO Rate and
the provision by the Administrative Agent of written notice of such election to the Lenders. 
 “EEA Financial
Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which
is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition
and is subject to consolidated supervision with its parent. 
 “EEA Member Country” means any of the member
states of the European Union, Iceland, Liechtenstein, and Norway. 
 “EEA Resolution Authority” means any
public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“Electronic Signature” means any electronic symbol or process attached to, or associated with, any contract
or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. 

“Embargoed Person” means (a) any country or territory that is the target of a sanctions program
administered by OFAC or (b) any Person that (i) is or is owned or controlled by a Person publicly identified on the most current list of “Specially Designated Nationals and Blocked Persons” published by OFAC, (ii) is the
target of a sanctions program or sanctions list (A) administered by OFAC, the European Union or Her Majesty’s Treasury, or (B) under the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Iran Sanctions
Act, the Comprehensive Iran Sanctions, Accountability and Divestment Act, and the Iran Threat Reduction and Syria Human Rights Act, each as amended, section 1245 of the National Defense Authorization Act for Fiscal Year 2012 or any Executive Order
promulgated pursuant to any of the foregoing (collectively (A) and (B) referred to as “Sanctions”) or (iii) resides, is organized or chartered, or has a place of business in a country or territory that is the subject of a
Sanctions program administered by OFAC that prohibits dealing with the government of such country or territory (unless, in the case of clauses (i), (ii), or (iii), such Person has an appropriate license to transact business in such country or
territory or otherwise is permitted to reside, be organized or chartered or maintain a place of business in such country or territory without violating any Sanctions). 

  
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 “Environmental Action” means any action, suit, demand,
demand letter, claim, notice of noncompliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law, Environmental Permit or Hazardous
Materials or arising from alleged injury or threat of injury to health, safety or the environment, including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or other
actions or damages and (b) by any governmental or regulatory authority or any third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief. 

“Environmental Law” means any federal, state, local or foreign statute, law, ordinance, rule, regulation,
code, order, judgment, decree or judicial or agency interpretation, policy or guidance relating to pollution or protection of the environment, health, safety or natural resources, including, without limitation, those relating to the use, handling,
transportation, treatment, storage, disposal, release or discharge of Hazardous Materials. 
 “Environmental
Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law. 

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited
liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest. 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the
regulations promulgated and rulings issued thereunder. 
 “ERISA Affiliate” means any trade or business
(whether or not incorporated) that is a member of the Reporting Entity’s controlled group, or under common control with such Reporting Entity, within the meaning of Section 414 of the Internal Revenue Code. 

“ERISA Event” means: 

(a) (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to
any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC, or (ii) the requirements of subsection (1) of Section 4043(b) of ERISA (without regard to
subsection (2) of such Section) are being met with a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is
reasonably expected to occur with respect to such Plan within the following 30 days; 
 (b) the application
for a minimum funding waiver with respect to a Plan; 
 (c) the provision by the administrator of any Plan of
a notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); 

(d) the cessation of operations at a facility of the Reporting Entity or any ERISA Affiliate in the
circumstances described in Section 4062(e) of ERISA; 

  
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 (e) the withdrawal by the Reporting Entity or any ERISA
Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; 

(f) the conditions for the imposition of a lien under Section 303(k) of ERISA shall have been met with
respect to any Plan; or 
 (g) the institution by the PBGC of proceedings to terminate a Plan pursuant to
Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that could constitute grounds for the termination of, or the appointment of a trustee to administer, a Plan. 

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time. 

“Eurocurrency Rate” means, with respect to any Eurocurrency Rate Advance for any Interest Period, an interest
rate per annum equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate. 

“Eurocurrency Rate Advance” means an Advance that bears interest as provided in Section 2.09(a)(ii).

 “Events of Default” has the meaning specified in Section 6.01. 

“Excluded Taxes” has the meaning specified in Section 2.16(a). 

“Existing Credit Agreement” means that certain Credit Agreement dated as of March 23, 2018 (as amended
by the First Amendment dated as of March 5, 2019, the Second Amendment dated as of June 24, 2019, and as further amended, supplemented or otherwise modified) among STERIS plc, STERIS Limited, Synergy and STERIS Corporation, each as
borrower, the guarantors and lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. 

“Existing STERIS Notes” means (x) STERIS Corporation’s (i) (A) 3.20% Senior Notes, Series A-1A, due December 4, 2022 in principal amount of $45,500,000, (B) 3.20% Senior Notes, Series A-1B, due December 4, 2022 in principal amount of $45,500,000,
(C) 3.35% Senior Notes, Series A-2A, due December 4, 2024 in principal amount of $40,000,000, (D) 3.35% Senior Notes, Series A-2B, due December 4,
2024 in principal amount of $40,000,000, (E) 3.55% Senior Notes, Series A-3A, due December 4, 2027 in principal amount of $12,500,000 and (F) 3.55% Senior Notes, Series A-3B, due December 4, 2027 in principal amount of $12,500,000 issued under those certain Note Purchase Agreements, each dated as of December 4, 2012, by and among STERIS Corporation and the purchasers
named therein; and (ii) (A) 3.45% Senior Notes, Series A-1, due May 14, 2025 in principal amount of $125,000,000, (B) 3.55% Senior Notes, Series A-2, due
May 14, 2027 in principal amount of $125,000,000 and (C) 3.70% Senior Notes, Series A-3, due May 14, 2030 in principal amount of $100,000,000 issued under those certain Note Purchase Agreements, each
dated as of May 15, 2015, by and among STERIS Corporation and the purchasers named therein and (y) STERIS Limited’s (A) 3.93% Senior Notes, Series A-1, due February 27, 2027 in principal
amount of $50,000,000, (B) 1.86% Senior Notes, Series A-2, due February 27, 2027 in principal amount of €60,000,000, (C) 4.03% Senior Notes, Series A-3, due


  
 16 













 
February 27, 2029 in principal amount of $45,000,000, (D) 2.04% Senior Notes, Series A-4, due February 27, 2029 in principal amount of
€20,000,000, (E) 3.04% Senior Notes, Series A-5, due February 27, 2029 in principal amount of £45,000,000, (F) 2.30% Senior Notes, Series A-6, due
February 27, 2032 in principal amount of €19,000,000 and (G) 3.17% Senior Notes, Series A-7, due February 27, 2032 in principal amount of £30,000,000 issued under those certain Note
Purchase Agreements, each dated as of January 23, 2017, by and among STERIS Limited and the purchasers named therein. 

“Existing Target Credit Agreement” means that certain Credit Agreement by and between Key Surgical LLC and
Ares Capital Corporation dated June 1, 2017, as amended. 
 “Existing Target Indebtedness” means the
Existing Target Credit Agreement and all principal, interest and accrued and unpaid invoiced fees and expenses outstanding thereunder on the date of the consummation of the Acquisition. 

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or
any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1)
of the Internal Revenue Code and any intergovernmental agreements between the United States and any other jurisdiction entered into in connection with the foregoing (including any treaty, law, regulation or other official guidance adopted pursuant
to any such intergovernmental agreement). 
 “FATCA Deduction” means a deduction or withholding from a
payment under a Loan Document required by FATCA. 
 “FCPA” means the United States Foreign Corrupt
Practices Act of 1977. 
 “Federal Funds Rate” means, for any day, the rate calculated by the NYFRB based
on such day’s federal funds transactions by depository institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the
federal funds effective rate; provided that if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. 

“Fee Letters” means the fee letters dated as of October 2, 2020, among STERIS Limited and the Joint Lead
Arrangers and certain of their Affiliates concerning fees to be paid in connection with this Agreement and related matters. 

“Finance Party” means the Administrative Agent, a Syndication Agent, the Documentation Agent, a Senior
Managing Agent, a Joint Lead Arranger or a Lender. 
 “Foreign Subsidiary” means any Subsidiary that is
organized under the laws of any jurisdiction other than the United States, any State thereof or the District of Columbia, and any direct or indirect Subsidiary thereof. 

“GAAP” has the meaning specified in Section 1.03. 

  
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 “Governmental Authority” means any nation or government,
any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative
powers or functions of or pertaining to government. 
 “Guaranteed Obligations” has the meaning specified
in Section 8.01. 
 “Guarantor” means each member of the Consolidated Group that guarantees the
Guaranteed Obligations by becoming a party hereto, including by way of executing a joinder hereto substantially in the form of Exhibit D hereto or any other form agreed by the Administrative Agent, and that has not ceased to be a Guarantor pursuant
to the release provisions of Section 8.08(a) or Section 8.08(b) or otherwise terminated pursuant to the provisions hereof; provided, however, that notwithstanding anything to the contrary in the Loan Documents, (i) no
Foreign Subsidiary of STERIS Corporation shall be a Guarantor and (ii) no Select Group Company shall be a Guarantor; provided, further, that no Guarantor that is also a Borrower shall guarantee its own obligations. 

“Guaranty” has the meaning specified in Section 8.01. 

“Hazardous Materials” means (a) petroleum and petroleum products, byproducts or breakdown products,
radioactive materials, asbestos-containing materials, polychlorinated biphenyls and radon gas and (b) any other chemicals, materials or substances designated, classified or regulated as “hazardous” or “toxic” or as a
“pollutant” or “contaminant” under any Environmental Law. 
 “Hedge Agreements” means
interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts, forward contracts and other similar agreements. 

“HMRC DT Treaty Passport scheme” means the Board of H.M. Revenue and Customs Double Taxation Treaty Passport
scheme. 
 “IFRS” means the International Financial Reporting Standards, as promulgated by the
International Accounting Standards Board (or any successor board or agency), as in effect on the date of the election, if any, by the Borrowers to change GAAP to IFRS. 

“Impacted Interest Period” has the meaning specified in the definition of “LIBO Rate”. 

“Indemnified Party” has the meaning specified in Section 9.04(b). 

“Information” has the meaning specified in Section 9.08. 

“Interest Period” means as to each Eurocurrency Rate Advance, the period commencing on the date such
Eurocurrency Rate Advance is disbursed or Converted to or continued as a Eurocurrency Rate Advance and ending on the date one week or one, two, three or six months thereafter (in each case, subject to availability), as selected by a Borrower in its
Notice of Borrowing, or such other period that is twelve months or less requested by the applicable Borrower and consented to by all the Lenders; provided that: 

  
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 (a) any Interest Period that would otherwise end on a day
that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurocurrency Rate Advance, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next
preceding Business Day; 
 (b) any Interest Period pertaining to a Eurocurrency Rate Advance that begins on
the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest
Period; and 
 (c) no Interest Period shall extend beyond the Maturity Date. 

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time, and the
regulations promulgated and the rulings issued thereunder. 
 “Interpolated Rate” means, at any time, for
any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent demonstrable error) to be equal to the
rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period; and (b) the LIBO Screen Rate
for the shortest period (for which that LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each case, at such time. 

“Irish Qualifying Jurisdiction” means (a) a member state of the European Communities other than Ireland;
(b) a jurisdiction with which Ireland has entered into an Irish Tax Treaty that has the force of law; or (c) a jurisdiction with which Ireland has entered into an Irish Tax Treaty where that treaty will (on completion of necessary
procedures) have the force of law; 
 “Irish Qualifying Lender” means, in respect of a Borrower who is
resident in the Republic of Ireland, a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Loan Document and is: 

(a) a bank within the meaning of Section 246(1) TCA which is carrying on a bona fide banking
business in Ireland (for the purposes of section 246(3) TCA); 
 (b) a body corporate: 

(i) which, by virtue of the law of an Irish Qualifying Jurisdiction, is resident in the Irish Qualifying
Jurisdiction for the purposes of tax and (I) that jurisdiction imposes a tax that generally applies to interest receivable in that jurisdiction by companies from sources outside that jurisdiction, or (II) where that Irish Qualifying
Jurisdiction provides for a remittance basis of taxation and imposes a tax that applies only to interest payments from sources outside that Irish Qualifying Jurisdiction that have been received in that Irish Qualifying Jurisdiction and interest
payable under a Loan Document is payable into an account located in that Irish Qualifying Jurisdiction; or 

  
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 (ii) which is a US corporation which is incorporated in the
United States and is taxed in the United States on its worldwide income; or 
 (iii) which is a US limited
liability company where (I) the ultimate recipients of the interest would themselves be Irish Qualifying Lenders under sub-paragraphs (i), (ii) or (iv) of this paragraph (b), and (II) business
is conducted through the US limited liability company for market reasons and not for tax avoidance purposes; or 

(iv) where the interest payable to the Lender (I) is exempted from the charge to Irish income tax under an
Irish Tax Treaty in force on the date the interest is paid; or (II) would be exempted from the charge to Irish income tax if an Irish Tax Treaty which has been signed but is not yet in force had the force of law on the date the interest is
paid, 
 except where, in respect of each of sub-paragraphs
(i) to (iv), interest payable to that Lender in respect of an advance under any Loan Document is paid in connection with a trade or business which is carried on in Ireland by that Lender through a branch or agency; 

(c) a body corporate which advances money in the ordinary course of a trade which includes the lending of money
where the interest on the advance under any Loan Document is taken into account in computing the trading income of such body corporate and such body corporate has complied with the notification requirements under section 246(5) TCA; 

(d) a qualifying company (within the meaning of section 110 TCA); 

(e) an investment undertaking (within the meaning of section 739B TCA); 

(f) an exempt approved scheme within the meaning of section 774 TCA; or 

(g) an Irish Treaty Lender. 

“Irish Tax Treaty” means a double taxation treaty into which Ireland has entered which contains an article
dealing with interest or income from debt claims. 
 “Irish Treaty Lender” means a Lender which is on the
date any relevant payment is made entitled under an Irish Tax Treaty in force on that date (subject to the completion of any procedural formalities) to that payment without any Tax Deduction and where such procedural formalities include obtaining an
authorization from the Irish Revenue Commissioners to enable the payment to be made without any Tax Deduction has obtained such an authorization which has been provided to the relevant Loan Party prior to any payment of interest to that Lender. 

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives
Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or
such successor thereto. 

  
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 “ITA” means the Income Tax Act 2007. 

“Joint Lead Arrangers” means JPMorgan Chase Bank, N.A., BofA Securities, Inc., PNC Capital Markets LLC and
Citibank, N.A.. 
 “Judgment Currency” has the meaning set forth in Section 9.16. 

“Laws” means, collectively, all international, foreign, federal, state, provincial, municipal and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement,
interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of
law. 
 “Lender Parties” has the meaning specified in Section 8.01. 

“Lenders” means, collectively, each bank, financial institution and other institutional lender party hereto
that the holds a Commitment or Advance, including each assignee that shall become a party hereto pursuant to Section 9.07. 

“Leverage Ratio” means, as of any date of determination, the ratio of (x) Consolidated Total Debt as of
the last day of the most recently ended fiscal quarter to (y) Consolidated EBITDA for the four consecutive fiscal quarter period most recently ended as of such date. 

“LIBO Rate” means, with respect to any Eurocurrency Rate Advances for any Interest Period, the LIBO Screen
Rate at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted
Interest Period”) then the LIBO Rate shall be the Interpolated Rate. 
 “LIBO Screen Rate” means,
for any day and time, with respect to any Eurocurrency Rate Advance for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for
a period equal in length to such Interest Period as displayed on such day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or
substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion); provided
that if the LIBO Screen Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. 

“Lien” means any lien, security interest or other charge or encumbrance of any kind, or any other type of
preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property. 

  
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 “Loan Documents” means this Agreement, the Fee Letters and
any amendments or notes entered into in connection herewith. 
 “Loan Party” means each of the Borrowers
and the Guarantors. 
 “Losses” has the meaning specified in Section 9.04(b). 

“Margin Stock” has the meaning provided in Regulation U. 

“Material Acquisition” means any transaction, or any series of related transactions, consummated on or after
the date of this Agreement, by which the Reporting Entity or any of its Subsidiaries (i) acquires any going business or all or substantially all of the assets of any firm, partnership, joint venture, corporation (including a business trust),
joint stock company, trust, unincorporated association, limited liability company, or division thereof or other entity, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction or a
series of transactions) at least a majority of the voting power of all Voting Stock of a Person (on a fully diluted basis), if the aggregate amount of Debt incurred by one or more of the Reporting Entity and its Subsidiaries to finance the purchase
price of, or other consideration for, and/or assumed by one or more of them in connection with, such acquisition is at least $150,000,000. 

“Material Adverse Change” means any material adverse change in the business, financial condition or results
of operations of the Reporting Entity and its Subsidiaries taken as a whole. 
 “Material Adverse Effect”
means a material adverse effect on (a) the financial condition or results of operations of the Reporting Entity and its Subsidiaries, taken as a whole, (b) the rights and remedies of the Administrative Agent or any Lender under this
Agreement, taken as a whole, or (c) the ability of the Borrowers and the Guarantors, taken as a whole, to perform their payment obligations under this Agreement. 

“Material Indebtedness” means Debt, excluding any Debt incurred under the Loan Documents, in excess of the
greater of (a) $150,000,000 and (b) 3% of Consolidated Total Assets. 
 “Material Subsidiary” means a
Subsidiary that has total assets (on a Consolidated basis with its Subsidiaries) of $250,000,000 or more. 

“Maturity Date” means the date that is three (3) years after the Closing Date. 

“Moody’s” means Moody’s Investors Service, Inc. (or any successor thereof). 

“Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, (a) to
which the Reporting Entity or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions and (b) that is covered by Title
IV of ERISA or subject to the minimum funding standards under Section 412 of the Internal Revenue Code. 

“Multiple Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that
(a) (i) is maintained for employees of the Reporting Entity or any ERISA Affiliate 

  
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and at least one Person other than the Reporting Entity and the ERISA Affiliates or (ii) was so maintained and in respect of which the Reporting Entity or any ERISA Affiliate could have
liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated and (b) is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Internal Revenue Code.

 “New Lender” means any Lender that shall become a party hereto pursuant to Section 9.07. 

“New PubCo” has the meaning specified in Section 6.01(g). 

“Non-Consenting Lender” has the meaning specified in
Section 9.01(b). 
 “Non-Defaulting Lender” means, at any
time, a Lender that is not a Defaulting Lender. 
 “Non-US Lender”
has the meaning specified in Section 2.16(f)(ii). 
 “Notice of Borrowing” has the meaning specified
in Section 2.02(a). 
 “NPL” means the National Priorities List under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended from time to time. 
 “NYFRB” means the
Federal Reserve Bank of New York. 
 “NYFRB’s Website” means the website of the NYFRB at
http://www.newyorkfed.org, or any successor source. 
 “NYFRB Rate” means, for any day, the greater of
(a) the Federal Funds Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided, that if none of such
rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized
standing selected by it; provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. 

“OFAC” means the U.S. Treasury Department’s Office of Foreign Assets Control. 

“Other Connection Taxes” means, with respect to any Lender, Taxes imposed as a result of a present or former
connection between such Lender and the jurisdiction imposing such Tax (other than connections arising from such Lender’s having executed, delivered, become a party to, performed its obligations under, received payments under, received or
perfected a security interest under, engaged in any other transaction required pursuant to, or enforced, any Loan Document or sold or assigned an interest in any Loan Document). 

“Other Taxes” has the meaning specified in Section 2.16(b). 

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and
overnight eurocurrency borrowings by U.S.-managed banking offices of 

  
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depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time, and published on the next succeeding Business Day by the
NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate). 

“Participant Register” has the meaning specified in Section 9.07(h). 

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, signed into law October 26, 2001. 

“PBGC” means the Pension Benefit Guaranty Corporation (or any successor thereto). 

“Permitted Encumbrances” means: 

(a) judgment liens in respect of judgments that do not constitute an Event of Default under
Section 6.01(f); 
 (b) statutory and contractual Liens in favor of a landlord on real property leased
or subleased by or to any member of the Consolidated Group; provided that, if the lease or sublease is to a member of the Consolidated Group, such member is current with respect to payment of all rent and other amounts due to the
lessor or sublessor under any lease or sublease of such real property, except where the failure to be current in payment would not, individually or in the aggregate, be reasonably likely to result in a Material Adverse Effect; 

(c) banker’s liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds
maintained with depository institutions and securities accounts and other financial assets maintained with a securities intermediary; provided that such deposit accounts or funds and securities accounts or other financial assets are not
established or deposited for the purpose of providing collateral for any Debt and are not subject to restrictions on access by any member of the Consolidated Group in excess of those required by applicable banking regulations; 

(d) Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under
applicable law) regarding operating leases entered into by any member of the Consolidated Group in the ordinary course of business; 

(e) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs
duties in connection with the importation of goods; 
 (f) Liens solely on any cash earnest money deposits
made by any member of the Consolidated Group in connection with any letter of intent or purchase agreement relating to an acquisition; 

(g) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of
goods entered into by any member of the Consolidated Group in the ordinary course of business and permitted by this Agreement; 

  
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 (h) options, put and call arrangements, rights of first
refusal and similar rights relating to investments in joint ventures, partnerships and the like; and 
 (i)
Liens securing obligations in respect of letters of credit, bank guarantees, warehouse receipts or similar instruments issued to support performance obligations (other than obligations in respect of Debt) and trade-related letters of credit, in each
case, outstanding on the Closing Date or issued thereafter in and covering the goods (or the documents of title in respect of such goods) financed by such letters of credit, banker’s acceptances or bank guarantees and the proceeds and products
thereof. 
 “Permitted Receivables Facility” means an accounts receivable facility established by the
Receivables Subsidiary and one or more of the Reporting Entity or its Subsidiaries, whereby the Reporting Entity or its Subsidiaries shall have sold or transferred the accounts receivables of the Reporting Entity or its Subsidiaries to the
Receivables Subsidiary which in turn transfers to a buyer, purchaser or lender undivided fractional interests in such accounts receivable, so long as (a) no portion of the Debt or any other obligation (contingent or otherwise) under such
Permitted Receivables Facility shall be guaranteed by any member of the Consolidated Group (other than the Receivables Subsidiary), (b) there shall be no recourse or obligation to any member of the Consolidated Group (other than the Receivables
Subsidiary) whatsoever other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with such Permitted Receivables Facility that in the reasonable opinion of Borrowers
are customary for securitization transactions, and (c) no member of the Consolidated Group (other than the Receivables Subsidiary) shall have provided, either directly or indirectly, any other credit support of any kind in connection with such
Permitted Receivables Facility, other than as set forth in clause (b) of this definition. 
 “Person”
means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or a government or any political subdivision or agency
thereof. 
 “Plan” means a Single Employer Plan or a Multiple Employer Plan. 

“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as
modified by Section 3(42) of ERISA, as amended from time to time. 
 “Platform” has the meaning
specified in Section 5.01. 
 “PTE” means a prohibited transaction class exemption issued by the U.S.
Department of Labor, as any such exemption may be amended from time to time. 
 “Qualifying Lender” means:

 (i) in respect of a Borrower who is resident in the United Kingdom, a Lender which is beneficially
entitled to interest payable to that Lender in respect of an advance under a Loan Document and is: 
 (1) a
Lender: 

  
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 (a) which is a bank (as defined for the purpose of section
879 of the ITA) making an advance under a Loan Document and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payments apart
from section 18A of the CTA; or 
 (b) in respect of an advance made under a Loan Document by a person that
was a bank (as defined for the purpose of section 879 of the ITA) at the time that that advance was made and within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or 

(2) a Lender which is: 

(a) a company resident in the United Kingdom for United Kingdom tax purposes; 

(b) a partnership each member of which is: 

(i) a company so resident in the United Kingdom; or 

(ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a
permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of
the CTA; 
 (c) a company not so resident in the United Kingdom which carries on a trade in the United
Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; or 

(3) a Treaty Lender. 

“Receivables Related Assets” means, collectively, accounts receivable, instruments, chattel paper,
obligations, general intangibles and other similar assets, in each case relating to receivables subject to the Permitted Receivables Facility, including interests in merchandise or goods, the sale or lease of which gave rise to such receivables,
related contractual rights, guaranties, insurance proceeds, collections and proceeds of all of the foregoing. 

“Receivables Subsidiary” means a wholly-owned Subsidiary of the Reporting Entity that has been established as
a “bankruptcy remote” Subsidiary for the sole purpose of acquiring accounts receivable under the Permitted Receivables Facility and that shall not engage in any activities other than in connection with the Permitted Receivables Facility.

 “Recipient” has the meaning specified in Section 2.22(b). 

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark
is the LIBO Rate, 11:00 a.m. (London time) on the day that is two London 

  
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banking days preceding the date of such setting, and (2) if such Benchmark is not LIBO Rate, the time determined by the Administrative Agent in its reasonable discretion with notice to the
Borrower. 
 “Register” has the meaning specified in Section 9.07(g). 

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners,
directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates. 

“Relevant Governmental Body” means the Federal Reserve Board and/or the NYFRB, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto. 

“Relevant Party” has the meaning specified in Section 2.22(b). 

“Removal Effective Date” has the meaning specified in Section 7.06(b). 

“Reporting Entity” means STERIS plc, provided that in the event a New PubCo is established in a
transaction that does not constitute a Default under Section 6.01(g), such New PubCo shall become the Reporting Entity for any period beginning on, and at any time after, consummation of such transaction. 

“Required Financial Statements” means (a) audited consolidated balance sheets and related statements of
income, comprehensive income, shareholders’ equity and cash flows of STERIS plc and its Subsidiaries for the fiscal years ended March 31, 2019 and 2020, (b) audited consolidated balance sheets and related statements of income,
shareholders’ equity and cash flows for the Target and its Subsidiaries for the fiscal years ended December 31, 2018 and 2019, and (c) unaudited consolidated balance sheets and related statements of income, comprehensive income,
shareholders’ equity and cash flows for STERIS plc and its Subsidiaries for the fiscal quarter ended June 30, 2020, in each case prepared in accordance with GAAP. 

“Required Lenders” means, at any time, Lenders holding more than 50% of the Commitments then in effect (or,
if the Commitments have been terminated, the aggregate outstanding principal amount of Advances at such time); provided that the Commitment of, and the Advances held or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of Required Lenders. 
 “Reset Date” has the meaning specified in the definition of
Applicable Margin. 
 “Resignation Effective Date” has the meaning specified in Section 7.06(a). 

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a
UK Resolution Authority. 
 “Responsible Officer” means (a) the chief executive officer, president,
chief financial officer, treasurer, assistant treasurer, or controller, of the Reporting Entity or STERIS Corporation and (b) solely for purposes of notices given pursuant to Article II, any other officer, employee,


  
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director or agent of a Borrower designated for purposes of such notices by any of the foregoing officers in a notice to the Administrative Agent. Any document delivered hereunder that is signed
by a Responsible Officer shall be conclusively presumed to have been authorized by all necessary corporate action on the part of such entity and such Responsible Officer shall be conclusively presumed to have acted on behalf of such party. 

“Restricted Margin Stock” means Margin Stock owned by the Consolidated Group the value of which (determined
as required under clause 2(i) of the definition of “Indirectly Secured” set forth in Regulation U) represents not more than 33% of the aggregate value (determined as required under clause (2)(i) of the definition of “Indirectly
Secured” set forth in Regulation U), on a consolidated basis, of the property and assets of the Consolidated Group (excluding any Margin Stock) that is subject to the provisions of Section 5.02(a) or (b). 

“Reuters” means, as applicable, Thomson Reuters Corp., Refinitiv, or any successor thereto. 

“S&P” means Standard & Poor’s Financial Services LLC (or any successor thereof). 

“Sanctions” has the meaning specified in the definition of Embargoed Person. 

“Select Group Company” means any Subsidiary of the Reporting Entity that is a “controlled foreign
corporation” for U.S. federal income tax purposes (within the meaning of Section 957 of the Internal Revenue Code) and in which any United States Shareholder owns (within the meaning of Section 958(a) of the Internal Revenue Code) any
Equity Interest, and any direct or indirect Subsidiary thereof. 
 “Senior Managing Agents” means U.S. Bank
National Association, DNB Capital LLC and Santander Bank, N.A.. 
 “Significant Subsidiary” means any
Subsidiary of the Reporting Entity that constitutes a “significant subsidiary” under Regulation S-X promulgated by the Securities and Exchange Commission, as in effect from time to time. 

“Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that
(a) (i) is maintained for employees of the Reporting Entity or any ERISA Affiliate and no Person other than the Reporting Entity and the ERISA Affiliates or (ii) was so maintained and in respect of which the Reporting Entity or any ERISA
Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated and (b) is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Internal
Revenue Code. 
 “SOFR” means, with respect to any Business Day, a rate per annum equal to the secured
overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website at approximately 8:00 a.m. (New York City time) on the immediately succeeding Business Day. 

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).


  
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 “SOFR Administrator’s Website” means the NYFRB’s
Website, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time. 

“Specified Representations” means each of the representations and warranties of the Loan Parties contained in
Section 4.01(a), Section 4.01(b)(i), 4.01(b)(ii), 4.01(b)(iii)(A), 4.01(d), 4.01(g), 4.01(o), 4.01(r) (but solely with respect to the use of proceeds of the Advances) and 4.01(s) (but solely with respect to the use of proceeds of the
Advances). 
 “Spot Rate” means, on any day, with respect to any currency in relation to any other
currency, the rate at which such currency may be exchanged into such other currency, as set forth at approximately 11:00 a.m. London time, on such date on the applicable Bloomberg Foreign Exchange Rates & World Currencies Page for such
currency (or any successor page thereto). In the event that such rate does not appear on the applicable Bloomberg page, the Spot Rate shall be calculated by reference to such other publicly available service for displaying exchange rates as may be
agreed upon by the Administrative Agent and the Borrowers, or, in the absence of such agreement, such Spot Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent, at or about 11:00 a.m., London time,
on such date for the purchase of the applicable currency for delivery two Business Days later; provided that if, at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after
consultation with the Borrowers, may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent demonstrable error. Upon the Borrower’s written request, the Administrative Agent
shall promptly provide the Borrower a “screen shot” of the applicable Spot Rate page used to calculate the Spot Rate as of the applicable date. 

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one
and the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Federal Reserve Board to which the
Administrative Agent is subject with respect to the Eurocurrency Rate, for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D). Such reserve percentage shall include those imposed pursuant to
Regulation D. Eurocurrency Rate Advances shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to
any Lender under Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. 

“STERIS Corporation” has the meaning set forth in the introduction hereto, and any permitted successor
thereto in accordance with Section 5.02(b). 
 “STERIS Dover” means STERIS Dover Limited, a limited
company organized under the laws of England and Wales. 
 “STERIS Limited” has the meaning set forth in the
introduction hereto, and any permitted successor thereto in accordance with Section 5.02(b). 

  
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 “STERIS plc” has the meaning set forth in the introduction
hereto, and any permitted successor thereto in accordance with Section 5.02(b). 
 “Subsidiary” means,
with respect to any Person, any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a
majority of the board of directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in
the capital or profits of such limited liability company, partnership or joint venture or (c) the beneficial interest in such trust or estate is at the time directly or indirectly owned or controlled by such Person, by such Person and one or
more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries. As used herein “Subsidiary” refers to a Subsidiary of the Reporting Entity, unless the context otherwise requires. 

“Supplier” has the meaning specified in Section 2.22(b). 

“Syndication Agents” means BofA Securities, Inc., PNC Capital Markets LLC and Citibank, N.A.. 

“Synergy” has the meaning set forth in the introduction hereto. 

“Target” has the meaning set forth in the recitals hereto. 

“Target Material Adverse Effect” means a “Material Adverse Effect” (as defined in the Acquisition
Agreement in effect as of October 2, 2020). 
 “Tax Confirmation” means a confirmation by a Lender
that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Loan Document is: 

(i) a company resident in the United Kingdom for United Kingdom tax purposes; or 

(ii) a partnership, each member of which is: 

(1) a company so resident in the United Kingdom; or 

(2) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a
permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of
the CTA; or 
 (iii) a company not so resident in the United Kingdom which carries on a trade in the United
Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company. 

  
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 “Tax Deduction” means a deduction or withholding for or on
account of Tax imposed by United Kingdom or Republic of Ireland legislation from a payment under a Loan Document, other than a FATCA Deduction. 

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, withholdings
(including back-up withholdings), assessments, fees or other like charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 

“TCA” means the Taxes Consolidation Act 1997 of Ireland. 

“Term SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the
forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body. 

“Term SOFR Notice” means a notification by the Administrative Agent to the Lenders and the Borrowers of the
occurrence of a Term SOFR Transition Event. 
 “Term SOFR Transition Event” means, the determination by the
Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event
or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.10 that is not Term SOFR. 

“Transactions” mean (i) the Acquisition and the other transactions contemplated by the Acquisition
Agreement, (ii) the refinancing, prepayment, repayment, redemption discharge or defeasance of the existing indebtedness of the Target and its Subsidiaries, (iii) the entering into of this Agreement, (iv) the borrowing under the
Existing Credit Agreement of amounts to finance the Acquisition and to pay related fees and expenses in connection therewith, and (v) the payment of fees and expenses incurred in connection with the foregoing. 

“Transfer Date” means the date of an assignment or participation pursuant to Section 9.07. 

“Treaty Lender” means a Lender which: 

(i) is treated as a resident of a Treaty State for the purposes of the Treaty; 

(ii) does not carry on a business in the United Kingdom through a permanent establishment with which that
Lender’s participation in the Advance is effectively connected; and 
 (iii) meets all other conditions
in the Treaty for full exemption from Tax imposed by the United Kingdom on interest, except for this purpose it shall be assumed that the following are satisfied: (A) any condition which relates (expressly or by implication) to there being a special
relationship between the applicable Borrower and the Lender or between both of them and another Person, or to the 

  
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amounts or terms of any Advance or the Loan Documents; and (B) any necessary procedural formalities. 

“Treaty State” means a jurisdiction having a double taxation agreement (a “Treaty”) with the United
Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest. 

“Type” refers to a Base Rate Advance or a Eurocurrency Rate Advance. 

“UK Financial Institutions” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as
amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority,
which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. 

“UK Non-Bank Lender” means: 

(i) where a Lender becomes a party on the day on which this Agreement is entered into, a Lender listed in Part
II of Schedule I; and 
 (ii) any New Lender which gives a Tax Confirmation in the Assignment and Acceptance
which it executes on becoming a party hereto. 
 “UK Resolution Authority” means the Bank of England or any
other public administrative authority having responsibility for the resolution of any UK Financial Institution. 

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the Benchmark
Replacement Adjustment. 
 “United States” and “U.S.” each means the United States of
America. 
 “United States Shareholder” means any Subsidiary of the Reporting Entity that, with respect to
a Select Group Company, constitutes a “United States shareholder” within the meaning of Section 951(b) of the Internal Revenue Code. 

“Unrestricted Margin Stock” means any Margin Stock owned by the Consolidated Group which is not Restricted
Margin Stock. 
 “US Person” means any Person that is a “United States Person” as defined in
Section 7701(a)(30) of the Internal Revenue Code. 
 “U.S. Tax Compliance Certificate” has the meaning
specified in Section 2.16(f)(ii)(C). 
 “VAT” means: 

(a) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of
value added tax (EC Directive 2006/112); and 

  
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 (b) any other tax of a similar nature, whether imposed in a
member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere. 

“Voting Stock” means shares of capital stock issued by a corporation, or equivalent interests in any other
Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening
of such a contingency. 
 “Withdrawal Liability” has the meaning specified in Part I of Subtitle E of Title
IV of ERISA. 
 “Withholding Agent” means any Loan Party and the Administrative Agent. 

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the
write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in
the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to
cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person
or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that
Bail-In Legislation that are related to or ancillary to any of those powers. 

SECTION 1.02 Computation of Time Periods. In this Agreement, in the computation of periods of time from a specified
date to a later specified date, the word “from” means “from and including,” the word “through” means “through and including” and each of the words “to” and “until” mean “to but
excluding.” 
 SECTION 1.03 Accounting Terms. Except as otherwise expressly provided herein, all accounting
terms not specifically defined herein shall be construed in accordance with, and all financial data (including financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, generally accepted
accounting principles as in effect in the United States from time to time (“GAAP”); provided that at any time after the Closing Date, the Borrowers may elect to apply IFRS accounting principles in lieu of GAAP
and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS, provided, further, that any calculation or determination in this Agreement that requires the application of GAAP for periods that
include fiscal quarters ended prior to the Borrowers’ election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP (it being agreed that all terms of an accounting or financial nature used herein shall be
construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Accounting Standards Codification
825-10-25 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard
having a similar result or effect) to value any Debt or other liabilities of the Borrowers or any Subsidiary at “fair value,” as defined therein and (ii) 

  
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any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 or
2015-03 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and
such Debt shall at all times be valued at the full stated principal amount thereof). If at any time any change in GAAP (including as a result of an election by the Borrowers to apply IFRS) would affect the calculation of any covenant set forth
herein and either the Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such covenant to preserve the original intent thereof in light of such change in
GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such covenant shall continue to be calculated in accordance with GAAP prior to such change and (ii) the Borrowers shall provide to
the Administrative Agent and the Lenders, concurrently with the delivery of any financial statements or reports with respect to such covenant, statements setting forth a reconciliation between calculations of such covenant made before and after
giving effect to such change in GAAP. Notwithstanding any changes to GAAP or IFRS, or the Borrowers’ election to apply IFRS accounting principles in lieu of GAAP, any obligation that is or would be characterized as an operating lease obligation
in accordance with GAAP on February 12, 2018 (whether or not such operating lease obligations were in effect on such date) shall continue to be treated as operating lease obligations for purposes of this Agreement regardless of any changes in
GAAP or IFRS, or the Borrowers’ election to apply IFRS accounting principles in lieu of GAAP. 
 SECTION 1.04 Terms
Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words
“include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word
“shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to
time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be
construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such Person’s
successors and assigns (subject to any restrictions on assignment set forth herein) and (d) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement
in its entirety and not to any particular provision hereto. Any reference herein to a “writing” includes telecopier or other electronic communication. 

SECTION 1.05 [Reserved]. 

SECTION 1.06 Currency Translations. For purposes of determining compliance with Articles V (other than with respect to
Section 5.03, which shall be determined based on the foreign exchange rates used to produce the applicable financial statements relating to such test date) and VI, with respect to any amount in currency other than Dollars, amounts shall be
deemed to be the Dollar Equivalent thereof determined using the Spot Rate for such currency in relation to Dollars in effect on the date that is three Business Days prior to the date on which such amounts


  
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were incurred or disposed of or such failure to pay occurred or judgment or order was rendered, as applicable. 

SECTION 1.07 Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division
under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed
to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of
its Equity Interests at such time. 
 ARTICLE II 

AMOUNTS AND TERMS OF THE ADVANCES 

SECTION 2.01 Advances. Subject only to the conditions set forth in Section 3.01, each Lender severally and not
jointly agrees on the terms and conditions hereinafter set forth to make Advances denominated in Dollars to any Borrower that delivers a Notice of Borrowing in a single drawing on the Closing Date, in an aggregate amount not to exceed the amount of
such Lender’s Commitment. Advances borrowed pursuant to this Section 2.01 and prepaid or repaid may not be reborrowed. 

SECTION 2.02 Making the Advances. (a) Each Borrowing shall be made on notice by a Borrower, given not later than
(x) 11:30 A.M. (New York City time) on (1) the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Advances or (2) 11:30 A.M. (New York City time) on the date of the
proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier or other electronic communication. Each notice of a Borrowing (a
“Notice of Borrowing”) shall be in writing or by telephone, and if by telephone, confirmed immediately in writing, including by telecopier (or other electronic communication) in substantially the form of Exhibit A hereto, signed by
a Responsible Officer and specifying therein the identity of the applicable Borrower and the requested (i) date of such Borrowing (which shall be a Business Day), (ii) Type of Advance comprising such Borrowing, (iii) aggregate
amount of such Borrowing, (iv) initial Interest Period for such Borrowing, if such Borrowing is to consist of Eurocurrency Rate Advances, (v) that the proceeds of the Borrowing should be credited to an account the details of
which have been previously provided by the applicable Borrower to the Administrative Agent in writing and (vi) whether such notice is conditioned on the occurrence of any event and if such notice is so conditioned, a description of such
event (it being understood that such notice may be revoked by such Borrower if such condition is not satisfied). Each Lender shall, before 1:30 P.M. (New York City time) on the date of such Borrowing make available for the account of its Applicable
Lending Office to the Administrative Agent at the applicable Administrative Agent’s Office, in same day funds, such Lender’s ratable portion of such Borrowing. After the Administrative Agent’s receipt of such funds and upon
fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the applicable Borrower in immediately available funds to the account specified by such Borrower to the Administrative
Agent in a signed writing 

  
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delivered to the Administrative Agent on or prior to the time the applicable Notice of Borrowing is delivered (or such later time as the Administrative Agent shall agree). 

(b) Anything in Section 2.02(a) to the contrary notwithstanding, a Borrower may not select Eurocurrency Rate Advances if
the obligation of the Lenders to make Eurocurrency Rate Advances shall then be suspended pursuant to Sections 2.10 or 2.14 and the Eurocurrency Rate Advances may not be outstanding as part of more than ten separate Borrowings. 

(c) Each Notice of Borrowing shall be binding on the applicable Borrower. In the case of any Borrowing that the related Notice
of Borrowing specifies is to be comprised of Eurocurrency Rate Advances, the applicable Borrower shall indemnify each Lender against any reasonable loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the
date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any reasonable loss (excluding loss of anticipated profits), cost or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. 

(d) Unless the Administrative Agent shall have received notice from a Lender prior to the time of any Borrowing that such
Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such
Borrowing in accordance with Section 2.02(a) and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that any Lender shall not have
so made such ratable portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to pay or to repay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for
each day from the date such amount is made available to such Borrower until the date such amount is paid or repaid to the Administrative Agent, at (i) in the case of the applicable Borrower, the higher of (A) the interest rate applicable
at the time to Advances comprising such Borrowing and (B) the cost of funds incurred by the Administrative Agent in respect of such amount, and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by
the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall
promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Lender shall pay to the Administrative Agent such corresponding principal amount, such amount so paid shall constitute such Lender’s
Advance as part of such Borrowing for all purposes of this Agreement. Any payment by such Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative
Agent. 
 (e) The failure of any Lender to make the Advances to be made by it as part of any Borrowing shall not relieve any
other Lender of its obligation, if any, hereunder to make its Advances on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advances to be made by such other Lender on the date of any
Borrowing. 

  
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 (f) If any Lender makes available to the Administrative Agent funds for any
Advance to be made by such Lender as provided herein, and such funds are not made available to the applicable Borrower by the Administrative Agent because the conditions to such Borrowing are not satisfied or waived in accordance with the terms
hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest. 

SECTION 2.03 [Reserved]. 

SECTION 2.04 [Reserved]. 

SECTION 2.05 [Reserved]. 

SECTION 2.06 Fees. The Reporting Entity shall pay, or cause to be paid, to the Administrative Agent and the Joint Lead
Arrangers for their account (or that of their applicable Affiliate) such fees as may from time to time be agreed between any of the Consolidated Group and the Administrative Agent and/or the Joint Lead Arrangers, including pursuant to the Fee
Letters. 
 SECTION 2.07 [Reserved]. 

SECTION 2.08 Repayment of Advances. Each Borrower shall repay to the Administrative Agent for the benefit of the
Lenders, on the last Business Day of each fiscal quarter of the Reporting Entity (starting with the first full fiscal quarter ended after the Closing Date), through and including the Maturity Date, a principal amount of the Advances equal to the
product of (x) the principal amount of Advances of such Borrower outstanding on the Closing Date and (y) the percentage set forth opposite each applicable quarter as set forth below, with the balance of the Advances due in full on the
Maturity Date: 
  

					
	 Quarter
	  	Percentage	 
	 From the first full fiscal quarter of the Reporting Entity ended after the Closing Date to and
including the fourth full fiscal quarter of the Reporting Entity ended after the Closing Date
	  	 	0.0	% 
	 From the fifth full fiscal quarter of the Reporting Entity ended after the Closing Date to and
including the eighth full fiscal quarter of the Reporting Entity ended after the Closing Date
	  	 	1.25	% 
	 From the ninth full fiscal quarter of the Reporting Entity ended after the Closing Date and
thereafter
	  	 	1.875	% 


  
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 SECTION 2.09 Interest on Advances. (a) Scheduled Interest. Each
Borrower shall pay interest on the unpaid principal amount of each Advance made to it from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum: 

(i) Base Rate Advances. During such periods as such Advance is a Base Rate Advance, a rate per annum
equal at all times to the sum of (A) the Base Rate in effect from time to time and (B) the Applicable Margin, payable in arrears quarterly on the last Business Day of each March, June, September and December, during such periods and
on the date such Advances are paid in full. 
 (ii) Eurocurrency Rate Advances. During such periods as
such Advance is a Eurocurrency Rate Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of (A) the Eurocurrency Rate for such Interest Period for such Advance, and (B) the Applicable
Margin, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest
Period and on the date such Eurocurrency Rate Advance shall be Converted or paid in full. 
 (b) Default Interest.
Upon the occurrence and during the continuance of an Event of Default pursuant to Section 6.01(a), the Administrative Agent shall, upon the request of the Required Lenders, require each Borrower to pay interest (“Default
Interest”), which amount shall accrue as of the date of occurrence of the Event of Default, on (i) amounts that are overdue from such Borrower, payable in arrears on the dates referred to in Section 2.09(a)(i) or
2.09(a)(ii), at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on such overdue amount pursuant to Section 2.09(a)(i) or 2.09(a)(ii) and (ii) to the fullest extent permitted by
law, the amount of any interest, fee or other amount payable hereunder by such Borrower that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be
paid in full and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on Base Rate Advances for the account of such Borrower pursuant to Section 2.09(a)(i), provided,
however, that following acceleration of the Advances for the account of such Borrower pursuant to Section 6.01, Default Interest shall accrue and be payable hereunder whether or not previously required by the Administrative Agent.

 SECTION 2.10 Interest Rate Determination. (a) Subject to clauses (e) to (h) of this Section 2.10,
the Administrative Agent shall give prompt notice to the applicable Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.09(a)(i) or 2.09(a)(ii). 

(b) If, with respect to any Eurocurrency Rate Advances, (i) the Administrative Agent shall have determined (which
determination shall be conclusive and binding absent demonstrable error) that adequate and reasonable means (including, without limitation, by means of an Interpolated Rate or because the Screen Rate is not available or published on a current basis)
do not exist for ascertaining the LIBO Rate for such Interest Period; provided that no Benchmark Transition Event shall have occurred at such time, or (ii) the Required Lenders notify the Administrative Agent that
(x) they are unable to obtain matching deposits in the London inter-

  
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bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Advances as a part of such Borrowing
during its Interest Period or (y) the LIBO Rate for any Interest Period for such Advances will not adequately and fairly reflect the cost to the Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Advances for
such Interest Period, the Administrative Agent shall forthwith so notify the applicable Borrower and the Lenders, whereupon (A) such Borrower will, on the last day of the then existing Interest Period therefor, either (x) prepay such
Advances or (y) Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended, until the Administrative Agent shall notify the
applicable Borrower and the Lenders that the circumstances causing such suspension no longer exist. 
 (c) If a Borrower
shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances made to such Borrower in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative
Agent will forthwith so notify such Borrower and the Lenders and such Eurocurrency Rate Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances. 

(d) [Reserved]. 

(e) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement
is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan
Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is
determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document
in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of
any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. 

(f) In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make
Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without
any further action or consent of any other party to this Agreement or any other Loan Document. 
 (g) The Administrative
Agent will promptly notify the Borrowers and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event 

  
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or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement,
(iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (i) below and (v) the commencement or conclusion of any Benchmark
Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lenders pursuant to this Section 2.10, including any determination with respect to a tenor, rate or adjustment or of the occurrence
or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole
discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.10. 

(h) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this
paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the
then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any
other Loan Document; provided that, this clause (h) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. 

(i) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with
the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that
publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information
announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable
or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a
Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of
“Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. 

(j) Upon any Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, such Borrower may
revoke any request for a conversion to or continuation of Eurocurrency Rate Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, such Borrower will be deemed to have converted any such request
into a request for a conversion to Base Rate Advances. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current
Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate. 

  
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 (k) Upon the occurrence and during the continuance of any Event of Default,
(i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, be Converted into a Base Rate Advance (unless the Required Lenders otherwise consent) and (ii) the obligation of the
Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended. 
 SECTION 2.11 Optional
Conversion of Advances. Each Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 10:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion (or in the case of
a Conversion into Base Rate Advances, the Business Day prior) and subject to the provisions of Sections 2.10 and 2.14, Convert all Advances made to such Borrower of one Type comprising the same Borrowing into Advances of the other Type;
provided, however, that any Conversion of Eurocurrency Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurocurrency Rate Advances, any Conversion of Base Rate Advances into
Eurocurrency Rate Advances shall be in an Applicable Minimum Amount, and no Conversion of any Advances shall result in more separate Borrowings than permitted under Section 2.02(b). Each such notice of a Conversion shall, within the
restrictions specified above, specify (i) the date of such Conversion (which shall be a Business Day), (ii) the Advances to be Converted, and (iii) if such Conversion is into Eurocurrency Rate Advances, the duration of the
initial Interest Period for each such Advance. Each notice of Conversion shall be irrevocable and binding on the applicable Borrower giving such notice. 

SECTION 2.12 Optional Prepayments of Advances. (a) A Borrower may, upon written notice to the Administrative Agent
stating the proposed date and aggregate principal amount of the proposed prepayment, given not later than 10:00 A.M. (New York City time) on the date (which date shall be a Business Day) of such proposed prepayment, in the case of a Borrowing
consisting of Base Rate Advances, and not later than 10:00 A.M. (New York City time) at least two Business Days prior to the date of such proposed prepayment, in the case of a Borrowing consisting of Eurocurrency Rate Advances, and if such notice is
given, such Borrower shall, prepay the outstanding principal amount of the Advances comprising part of the same Borrowing made to such Borrower in whole or ratably in part, and in the case of any Eurocurrency Rate Advances, together with accrued
interest to the date of such prepayment on the principal amount prepaid; provided, however, that (i) each partial prepayment shall be in an aggregate principal amount of the Applicable Minimum Amount and (ii) if any
prepayment of a Eurocurrency Rate Advance is made on a date other than the last day of an Interest Period for such Eurocurrency Rate Advance, such Borrower shall also pay any amount owing pursuant to Section 9.04(d); and provided,
further, that, subject to clause (ii) of the immediately preceding proviso, any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of a specific transaction, in
which case such notice may be revoked by such Borrower if such condition is not satisfied. 
 (b) [Reserved]. 

(c) All prepayments of Advances pursuant to this Section 2.12 will be without premium or penalty, other than compensation
for breakage costs incurred by the Lenders in the case of Eurocurrency Rate Advances. 

  
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 SECTION 2.13 Increased Costs. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any directive, guideline or request from any central bank or other governmental authority including, without limitation, any
agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), in each case after the date hereof (or with respect to any Lender (or the Administrative Agent), if later, the date on which such
Lender (or the Administrative Agent) becomes a Lender (or the Administrative Agent), as applicable), there shall be any increase in the cost to any Lender or the Administrative Agent of agreeing to make or making, funding or maintaining Advances
(excluding for purposes of this Section 2.13 any such increased costs resulting from (i) Taxes as to which such Lender is indemnified under Section 2.16, (ii) Excluded Taxes or (iii) Other
Taxes), then the Reporting Entity shall from time to time, upon demand by such Lender or the Administrative Agent (with a copy of such demand to the Administrative Agent, if applicable), pay or cause to be paid to the Administrative Agent for the
account of such Lender (or for its own account, if applicable) additional amounts sufficient to compensate such Lender or the Administrative Agent for such increased cost. A certificate describing such increased costs in reasonable detail delivered
to the Reporting Entity shall be conclusive and binding for all purposes, absent demonstrable error. 
 (b) If any Lender
reasonably determines that compliance with any law or regulation or any directive, guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or
multinational authority (whether or not having the force of law), in each case promulgated or given after the date hereof (or with respect to any Lender, if later, the date on which such Lender becomes a Lender, as applicable), affects or would
affect the amount of capital, insurance or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital, insurance or liquidity is increased by or based upon the
existence of such Lender’s commitment to lend (or any participations therein) hereunder and other commitments of this type, the applicable Borrower shall, from time to time upon demand by such Lender (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably
determines such increase in capital, insurance or liquidity to be allocable to the existence of such Lender’s Advances, commitment to lend hereunder. A certificate as to such amounts submitted to such Borrower and the Administrative Agent by
such Lender shall be conclusive and binding for all purposes, absent demonstrable error. 
 (c) Notwithstanding anything in
this Section 2.13 to the contrary, for purposes of this Section 2.13, (A) the Dodd Frank Wall Street Reform and Consumer Protection Act and the rules and regulations issued thereunder or in connection therewith or in implementation
thereof, and (B) all requests, rules, guidelines and directions promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any similar or successor agency, or the United States or foreign
regulatory authorities, in each case, pursuant to Basel III) shall be deemed to have been enacted following the date hereof (or with respect to any Lender, if later, the date on which such Lender becomes a Lender); provided that no Lender shall
demand compensation pursuant to this Section 2.13(c) unless such Lender is making corresponding demands on similarly situated borrowers in comparable credit facilities to which such Lender is a party. 

  
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 SECTION 2.14 Illegality. Notwithstanding any other provision of this
Agreement, with respect to Advances, (a) if any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other
governmental authority, including without limitation, any agency of the European Union or similar monetary or multinational authority, asserts that it is unlawful, for such Lender or its Eurocurrency Lending Office to perform its obligations
hereunder to make Eurocurrency Rate Advance or to fund or maintain Eurocurrency Rate Advances hereunder, (i) each Eurocurrency Rate Advance of such Lender will automatically, upon such notification, be Converted into a Base Rate Advance and
(ii) the obligation of such Lender to make Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers and such Lender that the circumstances
causing such suspension no longer exist and (b) if Lenders constituting the Required Lenders so notify the Administrative Agent, (i) each Eurocurrency Rate Advance of each Lender will automatically, upon such notification,
Convert into a Base Rate Advance and (ii) the obligation of each Lender to make Eurocurrency Rate Advances or to Convert Advances into Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the
Borrowers and each Lender that the circumstances causing such suspension no longer exist. 
 SECTION 2.15 Payments and
Computations. (a) Each Borrower shall make each payment required to be made by it under this Agreement not later than 3:00 P.M. (New York City time) on the day when due in Dollars to the Administrative Agent at the applicable Administrative
Agent’s Office in same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or commitment fees ratably (other than amounts payable pursuant to
Section 2.02(c), 2.13, 2.14, 2.16, 2.17 or 9.04(d)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account
of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to
Section 9.07(f), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder in respect of the interest assigned thereby to the assignor for amounts which have
accrued to but excluding the effective date of such assignment and to the assignee for amounts which have accrued from and after the effective date of such assignment. All payments to be made by the Borrowers shall be made without condition
or deduction for any counterclaim, defense, recoupment or setoff. 
 (b) Each Borrower hereby authorizes each Lender, if and
to the extent payment owed to such Lender by such Borrower is not made when due hereunder, to charge from time to time against any or all of such Borrower’s accounts with such Lender any amount so due, unless otherwise agreed between such
Borrower and such Lender. 
 (c) All computations of interest based on the Base Rate when the Base Rate is based on the
“prime rate” shall be made by the Administrative Agent on the basis of a year of 365 days or 366 days, as the case may be, and all other computations of interest based on the Base Rate and all computations of interest based on the LIBO
Rate or the Federal Funds Rate shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such


  
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interest or such fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent demonstrable error. 

(d) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on
the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fee, as the case may be; provided, however, that, if such extension would cause payment
of interest on or principal of Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the immediately preceding Business Day. 

(e) Unless the Administrative Agent shall have received written notice from a Borrower prior to the date on which any payment
is due to the Lenders hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent,
each Lender shall repay to the Administrative Agent, following prompt notice thereof, forthwith on demand such amount distributed to such Lender, together with interest thereon, for each day from the date such amount is distributed to such Lender
until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate. 
 (f) If at any time
insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied towards payment of the amounts then due hereunder ratably among the
parties entitled thereto, in accordance with the amounts then due to such parties. 
 SECTION 2.16 Taxes.
(a) Any and all payments by or on behalf of any obligation of any Loan Party under any Loan Document shall be made free and clear of and without deduction for any and all present or future Taxes, excluding, in the case of each Lender and
each Agent, (i) Taxes imposed on (or measured by) its overall net income (however denominated), franchise Taxes, and branch profits Taxes, in each case only to the extent imposed by the jurisdiction (or any political subdivision thereof)
under the laws of which such Lender or such Agent, as the case may be, is organized, by the jurisdiction (or any political subdivision thereof) of such Lender’s Applicable Lending Office or such Lender’s or such Agent’s principal
office, or as a result of a present or former connection between such Lender or such Agent and the jurisdiction imposing such Tax (other than connections arising from such Lender or such Agent having executed, delivered, become a party to, performed
its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Advance or Loan Document), (ii)
backup withholding Tax imposed by the United States on payments by any Loan Party to any Lender, (iii) any Tax that is imposed by reason of such recipient’s failure to comply with Section 2.16(f), (iv) any U.S. federal
or Luxembourg or Netherlands withholding Tax imposed pursuant to a law in effect at the time a Lender becomes a party to this Agreement or acquires an interest in the Advance (or designates a new Applicable Lending Office), except to the extent that
such Lender (or its assignor, if any) was entitled, immediately before the designation of a new Applicable Lending 

  
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Office or assignment, to receive additional amounts from the Loan Party with respect to such withholding Tax pursuant to this Section 2.16, and (v) any taxes imposed under FATCA,
including as a result of such recipient’s failure to comply with Section 2.16(f)(iii) (all such excluded Taxes in respect of payments under any Loan Document being hereinafter referred to as “Excluded Taxes”). If
the applicable Withholding Agent shall be required by applicable law to deduct any Taxes from or in respect of any sum payable under any Loan Document to any Lender or any Agent, (A) the applicable Withholding Agent shall make such
deductions and (B) the applicable Withholding Agent shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. If a Loan Party shall be required by applicable law to deduct
any Taxes (other than (i) Taxes required to be deducted by way of a Tax Deduction in which case the provisions of Section 2.16(g) and Section 2.16(h) shall apply or (ii) Excluded Taxes) from or in
respect of any sum payable under any Loan Document to any Lender or any Agent, the sum payable by the applicable Loan Party shall be increased as may be necessary so that after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.16) such Lender or such Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made. 

(b) In addition, without duplication of any other obligation set forth in this Section 2.16, the Reporting Entity shall,
or shall cause the applicable Loan Party to, pay to the relevant Governmental Authority any present or future stamp, court or documentary, intangible, recording, filing Taxes and any other similar Taxes, that arise from any payment made by it under
any Loan Document or from the execution, delivery, performance or registration of, or otherwise with respect to, any Loan Document, except to the extent such Taxes are Other Connection Taxes imposed with respect to a sale, an assignment or the
designation of a new Applicable Lending Office (other than an assignment or designation made pursuant to Section 2.21) (hereinafter referred to as “Other Taxes”). 

(c) Without duplication of any other obligation set forth in this Section 2.16, the Reporting Entity shall, or shall cause
the applicable Loan Party to, indemnify each Lender and each Agent for the full amount of Taxes (other than (i) withholding Tax imposed by United Kingdom legislation which is compensated for by an increased payment under Section 2.16(g) or
would have been so compensated but was not solely because one of the exclusions in Section 2.16(g)(iv) applied, (ii) withholding Tax imposed by Republic of Ireland legislation which is compensated for by an increased payment under
Section 2.16(h) or would have been so compensated but was not solely because one of the exclusions in Section 2.16(h)(iv) applied, (iii) any Excluded Taxes or (iv) for the avoidance of doubt, any Taxes which were compensated by
an increased payment under Section 2.16(a)) and Other Taxes imposed on, payable or paid by such Lender or such Agent, as the case may be, in respect of Advances made to any Loan Party and any liability (including, without limitation, penalties,
interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. This indemnification shall be made within 30 days from the date such
Lender or such Agent, as the case may be, makes written demand therefor. A certificate as to the amount of such payment or liability delivered to the Reporting Entity by a Lender (with a copy to the Administrative Agent), or by the Administrative
Agent on its own behalf or on behalf of a Lender, shall be conclusive absent demonstrable error. 

  
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 (d) Each Lender shall severally indemnify the Administrative Agent, within
10 days after demand therefor, for (i) any Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Taxes and without limiting the obligation of the Loan Parties
to do so) and (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.07(h) relating to the maintenance of a Participant Register, in either case, that are payable or paid by the Administrative
Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate
describing in reasonable detail the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent demonstrable error. Each Lender hereby authorizes the Administrative Agent to set off and apply
any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (d). 

(e) As soon as practicable after the date of any payment of Taxes or Other Taxes for which any Loan Party is responsible under
this Section 2.16, such Loan Party shall furnish to the Administrative Agent, at its address as specified pursuant to Section 9.02, the original or a certified copy of a receipt evidencing payment thereof. 

(f) Except in connection with withholding tax imposed by United Kingdom legislation (to which the provisions of
Section 2.16(g) apply) or by the Republic of Ireland legislation (to which the provisions of Section 2.16(h) apply): 

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments
made under any Loan Document shall deliver to the applicable Borrower and the Administrative Agent, or the applicable taxing authority, at the time or times prescribed by applicable law or reasonably requested by such Borrower or the Administrative
Agent, such properly completed and executed documentation prescribed by applicable laws or by the taxing authorities of any applicable jurisdiction and such other documentation reasonably requested by such Borrower or the Administrative Agent as
will permit such payments to be made without withholding or at a reduced rate of withholding and as may be required to secure any applicable exemption from, or reduction in the rate of, deduction or withholding imposed by any jurisdiction in respect
of any payments to be made to such Lender hereunder from any applicable taxing authority. In addition, any Lender, if reasonably requested by the applicable Borrower or the Administrative Agent, shall deliver such other documentation prescribed by
applicable law or reasonably requested by such Borrower or the Administrative Agent as will enable such Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding, including withholding tax imposed
by United Kingdom or Republic of Ireland legislation, or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such
documentation set forth in Section 2.16(f)(ii) and (iii) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or
expense or would materially prejudice the legal or commercial position of such Lender. 

  
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 (ii) Without limiting the generality of the foregoing:
(x) any Lender that is a US Person shall deliver to the applicable Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable
request of such Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; and (y) any Lender that is not a US Person (a “Non-US
Lender”) shall, to the extent it is legally entitled to do so, deliver to the applicable Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-US Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), whichever of the following is applicable: 

(A) in the case of a Non-US Lender claiming the benefits of an income
tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable
payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S.
federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 

(B) executed originals of IRS Form W-8ECI; 

(C) in the case of a Non-US Lender claiming the benefits of the exemption for portfolio interest under
Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit C-1 to the effect that such Non-US Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the
Internal Revenue Code, a “10 percent shareholder” of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in
Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E; or 

(D) to the extent a Non-US Lender is not the beneficial owner, executed
originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-2 or Exhibit C-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-US Lender is a partnership and one or more direct or indirect
partners of such Non-US Lender are claiming the portfolio interest exemption, such Non-US Lender may provide a U.S. Tax Compliance Certificate substantially in the form
of Exhibit C-4 on behalf of each such direct and indirect partner; 

(iii) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax
imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in 

  
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Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the applicable Borrower and the Administrative Agent, at the time or times prescribed by
law and at such time or times reasonably requested by such Borrower or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such
additional documentation reasonably requested by such Borrower or the Administrative Agent as may be necessary for such Borrower or the Administrative Agent to comply with its obligations under FATCA, to determine that such Lender has complied with
such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for the purposes of this clause 2.16(f)(iii), “FATCA” shall include any amendments made to FATCA after the date of this
Agreement. 
 (g) United Kingdom Tax Gross-Up. 

(i) Each Loan Party shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction
is required by law. 
 (ii) The Reporting Entity shall promptly upon becoming aware that a Loan Party must
make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall notify the Administrative Agent on becoming so aware in respect of a payment
payable to that Lender. If the Administrative Agent receives such notification from a Lender it shall notify the Reporting Entity and such Loan Party. 

(iii) If a Tax Deduction is required by law to be made by a Loan Party, the amount of the payment due from such
Loan Party shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. 

(iv) A payment shall not be increased under paragraph (iii) above by reason of a Tax Deduction on account
of Tax imposed by the United Kingdom, if on the date on which the payment falls due: 
 (A) the payment could
have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a
Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or 

(B) the relevant Lender is a Treaty Lender and the Loan Party making the payment is able to demonstrate that
the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under this Section 2.16(g); or 

(C) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (i)(2) of the definition of
Qualifying Lender and: 

  
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 (1) an officer of H.M. Revenue & Customs has given
(and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that Lender has received from the Borrower making the payment a certified copy of that Direction; and 

(2) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been
made; or 
 (D) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (i)(2) of the
definition of Qualifying Lender and: 
 (1) the Lender has not given a Tax Confirmation to the relevant
Borrower; and 
 (2) the payment could have been made to the Lender without any Tax Deduction if the Lender
had given a Tax Confirmation to the relevant Borrower, on the basis that the Tax Confirmation would have enabled the relevant Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section
930 of the ITA. 
 (v) If a Loan Party is required to make a Tax Deduction, such Loan Party shall make such
Tax Deduction and any payment required in connection with such Tax Deduction within the time allowed and in the minimum amount required by law. 

(vi) Within thirty days of making either a Tax Deduction or any payment required in connection with such Tax
Deduction, the Loan Party making such Tax Deduction shall deliver to the Administrative Agent for the Lender Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender Party that
the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. 

(vii) (A) Subject to (B) below, a Treaty Lender and each Loan Party which makes a payment to which such
Treaty Lender is entitled shall cooperate in completing any procedural formalities necessary for such Loan Party to obtain authorization to make such payment without a Tax Deduction. 

(B) (1) A Treaty Lender which is a Lender on the date on which this Agreement is entered into and which
(x) holds a passport under the HMRC DT Treaty Passport scheme and (y) wishes such scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name on Schedule I; and 

(2) a New Lender that (x) is a Treaty Lender that holds a passport under the HMRC DT Treaty Passport
scheme and (y) wishes such scheme to apply to this Agreement, shall provide its 

  
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scheme reference number and its jurisdiction of tax residence in the Assignment and Acceptance which it executes, 

and having done so, that Lender shall be under no obligation pursuant to paragraph (vii)(A), or for the avoidance of doubt,
Section 2.16(f), above. 
 (viii) If a Lender has confirmed its scheme reference number and its
jurisdiction of tax residence in accordance with paragraph (g)(vii) above and: 
 (A) a Borrower making a
payment to such Lender has not made a Borrower DTTP Filing in respect of such Lender; or 
 (B) a Borrower
making a payment to such Lender has made a Borrower DTTP Filing in respect of such Lender but: 
 (1) such
Borrower DTTP Filing has been rejected by HM Revenue & Customs; or 
 (2) HM Revenue &
Customs has not given such Borrower authority to make payments to such Lender without Tax Deduction within 60 days of the date of such Borrower DTTP Filing; 

and in each case, such Borrower has notified that Lender in writing of either (1) or (2) above, then such Lender and such
Borrower shall cooperate in completing any additional procedural formalities necessary for such Borrower to obtain authorization to make that payment without a Tax Deduction. 

(ix) If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance
with paragraph (g)(vii) above, no Loan Party shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Commitment(s) or its participation in any Advance unless the Lender
otherwise agrees. 
 (x) A Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that
Borrower DTTP Filing to the Administrative Agent for delivery to the relevant Lender. 
 (xi) Each Lender
which becomes a party to this Agreement after the date of this Agreement shall indicate in the Assignment and Acceptance which it executes on becoming a party, and for the benefit of the Administrative Agent and without liability to any Loan Party,
which of the following categories it falls in: 
 (A) not a Qualifying Lender 

(B) a Qualifying Lender (other than a Treaty Lender); or 

(C) a Treaty Lender. 

  
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 If a New Lender fails to indicate its status in accordance with this
Section 2.16(g)(xi) then such New Lender shall be treated for the purposes of this Agreement (including by each Loan Party) as if it is not a Qualifying Lender until such time as it notifies the Administrative Agent which category applies (and
the Administrative Agent, upon receipt of such notification, shall inform the Loan Party). For the avoidance of doubt, an Assignment and Acceptance shall not be invalidated by any failure of a Lender to comply with this Section 2.16(g)(xi).

 (xii) A UK Non-Bank Lender which becomes a party on the day on
which this Agreement is entered into gives a Tax Confirmation to the relevant Borrower by entry into this Agreement. 

(xiii) A UK Non-Bank Lender shall promptly notify the relevant Borrower
and the Administrative Agent if there is any change in the position from that set forth in the Tax Confirmation. 

(h) Republic of Ireland Tax Gross-Up. 

(i) Each Loan Party shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction
is required by law. 
 (ii) The Reporting Entity shall promptly upon becoming aware that a Loan Party must
make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender shall notify the Administrative Agent on becoming so aware in respect of a payment
payable to that Lender. If the Administrative Agent receives such notification from a Lender it shall notify the Reporting Entity and such Loan Party. 

(iii) If a Tax Deduction is required by law to be made by a Loan Party, the amount of the payment due from such
Loan Party shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. 

(iv) A payment shall not be increased under paragraph (iii) above by reason of a Tax Deduction on account
of Tax imposed by the Republic of Ireland, if on the date on which the payment falls due (A) the payment could have been made to the Lender without a Tax Deduction if the Lender had been an Irish Qualifying Lender but, on that date, the Lender
is not or has ceased to be an Irish Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Irish Tax Treaty, or any
published practice or published concession of any relevant tax authority, or (B) the relevant Lender is an Irish Treaty Lender and the Loan Party making the payment is able to demonstrate that the payment could have been made to the Lender
without the Tax Deduction had that Lender complied with its obligations under this Section 2.16(h). 

(v) If a Loan Party is required to make a Tax Deduction, such Loan Party shall make such Tax Deduction and any
payment required in connection with such Tax Deduction within the time allowed and in the minimum amount required by law. 

  
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 (vi) Within thirty days of making either a Tax Deduction or
any payment required in connection with such Tax Deduction, the Loan Party making such Tax Deduction shall deliver to the Administrative Agent for the Lender Party entitled to the payment evidence reasonably satisfactory to that Lender Party that
the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. 

(vii) An Irish Treaty Lender and each Loan Party which makes a payment to which such Irish Treaty Lender is
entitled shall cooperate in completing any procedural formalities necessary for such Loan Party to obtain authorization to make such payment without an Irish Tax Deduction. 

(viii) Each Lender which becomes a party hereto on the day on which this Agreement is entered into confirms
that, on such date, it is an Irish Qualifying Lender. Each Lender which becomes a party to this Agreement after the date of this Agreement shall indicate in the Assignment and Acceptance which it executes on becoming a party, and for the
benefit of the Administrative Agent and without liability to any Loan Party, whether or not it is an Irish Qualifying Lender. If a New Lender fails to indicate its status in accordance with this Section 2.16(h)(vii) then such New Lender shall
be treated for the purposes of this Agreement (including by each Loan Party) as if it is not an Irish Qualifying Lender until such time as it notifies the Administrative Agent which category applies (and the Administrative Agent, upon receipt of
such notification, shall inform the Loan Party). For the avoidance of doubt, an Assignment and Acceptance shall not be invalidated by any failure of a Lender to comply with this Section 2.16(h)(vii). 

(i) (i) Each party hereto may make any deduction it is required to make by FATCA, and any payment required in connection with
such deduction, and no party hereto shall be required to increase any payment in respect of which it makes such a deduction or otherwise compensate the recipient of the payment for such deduction; and 

(ii) Each party hereto shall promptly, upon becoming aware that it must make a deduction as required by FATCA
(or that there is any change in the rate or the basis of such deduction), notify the party to whom it is making the payment and, in addition, shall notify the Reporting Entity and the Administrative Agent and the Administrative Agent shall notify
the other Finance Parties. 
 (j) In the event that an additional payment is made under Section 2.16(a) or 2.16(c) for
the account of any Lender and such Lender, in its sole discretion exercised in good faith, determines that it has received a refund of any tax paid or payable by it in respect of or calculated with reference to the deduction or withholding giving
rise to such additional payment, such Lender shall, to the extent that it reasonably determines that it can do so without prejudice to the retention of the amount of such refund, pay to the applicable Borrower such amount as such Lender shall, in
its reasonable discretion exercised in good faith, have determined is attributable to such deduction or withholding and will leave such Lender (after such payment) in no worse position than it would have been had such Borrower not been required to
make such deduction or withholding. Nothing contained in this Section 2.16(j) shall (i) interfere with the right of a Lender to arrange its tax affairs in whatever manner it thinks fit or (ii) oblige any Lender to disclose any
information relating to its tax returns, tax affairs or any computations in respect thereof or (iii) 

  
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require any Lender to take or refrain from taking any action that would prejudice its ability to benefit from any other credits, reliefs, remissions or repayments to which it may be entitled.

 (k) Each participant of an interest in any Commitment, Advance or Loan Document hereunder shall be entitled to the
benefits of this Section 2.16 (subject to the requirements and limitations herein, including the requirements under Section 2.16(f), (g) and (h) (it being understood that the documentation required under Section 2.16(f) shall be delivered to
the participating Lender and the information and documentation required under 2.16(g) and 2.16(h) will be delivered to the applicable Borrower and the Administrative Agent)) to the same extent as if it were a Lender and had acquired its interest by
assignment hereunder; provided that such participant (A) agrees to be subject to the provisions of Section 2.21 as if it were an assignee hereunder; and (B) shall not be entitled to receive any greater payment under this
Section 2.16, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the
participant acquired the applicable participation. 
 (l) Each party’s obligations under this Section 2.16 shall
survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under the Loan
Documents. 
 (m) For purposes of this Section 2.16, the term “applicable law” includes FATCA. 

SECTION 2.17 Sharing of Payments, Etc. Subject to Section 2.20 in the case of a Defaulting Lender, if any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Advances owing to it (other than pursuant to Section 2.02(c), 2.13, 2.14(a), 2.16 or 9.04(c)) in excess of its
ratable share of payments on account of the Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances owing to them as shall be necessary to cause such purchasing Lender to
share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall
repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (a) the amount of such Lender’s required repayment to
(b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. It is acknowledged and agreed that the foregoing provisions of
this Section 2.17 reflect an agreement entered into solely among the Lenders (and not any Borrower or any Loan Party) and the consent of any Borrower or any Loan Party shall not be required to give effect to the acquisition of a participation
by a Lender pursuant to such provisions or with respect to any action taken by the Lenders or the Administrative Agent pursuant to such provisions. The provisions of this Section 2.17 shall not be construed to apply to (A) any payment made
by a Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances
to any assignee or participant permitted hereunder. 

  
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 SECTION 2.18 Use of Proceeds . The proceeds of the Advances shall be
available, and each applicable Borrower agrees that such proceeds shall be applied, (a) to fund a portion of the cash purchase price under the Acquisition Agreement, (b) to refinance, prepay, repay, redeem, discharge or defease the
existing indebtedness of the Target and its Subsidiaries and/or (c) to pay all or a portion of the costs incurred by the Borrowers or any of its Subsidiaries in connection with the Transactions. 

SECTION 2.19 Evidence of Debt. (a) The Register maintained by the Administrative Agent pursuant to
Section 9.07(g) shall include (i) the date, currency and amount of each Borrowing made hereunder by each Borrower, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the
terms of each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iv) the amount of any sum
received by the Administrative Agent from each Borrower hereunder and each Lender’s share thereof. 
 (b) Entries made
reasonably and in good faith by the Administrative Agent in the Register pursuant to subsection (a) above shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from each
Borrower to each Lender under this Agreement, absent demonstrable error; provided, however, that the failure of the Administrative Agent to make an entry, or any finding that an entry is incorrect, in the Register or such account or
accounts shall not limit, expand or otherwise affect the obligations of any Borrower under this Agreement. 
 SECTION 2.20
Defaulting Lenders. (a) Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender (it being
understood that the determination of whether a Lender is no longer a Defaulting Lender shall be made as described in Section 2.20(c)): 

(i) [Reserved]; 

(ii) [Reserved]; 

(iii) to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of
amendments and waivers hereunder, and the Commitment and the outstanding Advances of such Lender hereunder will not be taken into account in determining whether the Required Lenders or all or all affected Lenders, as required, have approved any such
amendment or waiver (and the definition of “Required Lenders” will automatically be deemed modified accordingly for the duration of such period); provided that any such amendment or waiver that would increase or extend the term of
the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of
or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, or alter the terms of this proviso, will require the consent of such Defaulting Lender; and 

  
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 (iv) the Reporting Entity may, or may cause the applicable
Borrower to, at its sole expense and effort, require such Defaulting Lender to assign and delegate its interests, rights and obligations under this Agreement pursuant to Section 9.07. 

(b) [Reserved]. 

(c) If the Borrowers and the Administrative Agent agree in writing in their discretion that a Lender is no longer a Defaulting
Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of a Borrower while such Lender was a Defaulting Lender; and provided,
further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of
any party hereunder arising from such Lender’s having been a Defaulting Lender. 
 (d) Any payment of principal,
interest, fees or other amounts received by the Administrative Agent hereunder for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 6.01 or otherwise) or received by the Administrative
Agent from a Defaulting Lender pursuant to Section 9.05 shall be applied at such time or times as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the
funding of any Advance; third, as the Reporting Entity may request, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations under this Agreement;
fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its
obligations under this Agreement; fifth, to the payment of any amounts owing to a Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such
Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a
Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or otherwise pursuant to this Section 2.20(d) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

 SECTION 2.21 Mitigation. (a) Each Lender shall promptly notify the applicable Borrower and the Administrative
Agent of any event of which it has knowledge that will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s good faith judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, any
obligation by any Loan Party to pay any amount pursuant to Section 2.13 or 2.16 (and, if any Lender has given notice of any such event and thereafter such event ceases to exist, such Lender shall promptly so notify such Loan Party and the
Administrative Agent). In furtherance of the foregoing, each Lender will (at the request of such Loan Party) designate a different funding office if, in the judgment of such Lender, such designation will avoid (or reduce the cost to such Loan Party
of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Lender’s good faith judgment, be otherwise materially disadvantageous to such Lender. The Reporting Entity


  
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hereby agrees to, or to cause the applicable Loan Party to, pay all reasonable costs and expenses incurred by any Lender in connection with any such designation. 

(b) Notwithstanding any other provision of this Agreement, if any Lender fails to notify the applicable Borrower of any event
or circumstance which will entitle such Lender to compensation pursuant to Section 2.13 within 180 days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from such Borrower
for any amount arising prior to the date which is 180 days before the date on which such Lender notifies such Borrower of such event or circumstance. 

SECTION 2.22 VAT. Notwithstanding anything in Section 2.16 to the contrary: 

(a) All amounts expressed to be payable under a Loan Document by any Loan Party to a Lender Party which (in whole or in part)
constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any
Lender Party to any Loan Party under a Loan Document and such Lender Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Lender Party (in addition to and at the same time as paying any other
consideration for such supply or, if later, on presentation of a valid VAT invoice) an amount equal to the amount of the VAT (and such Lender Party must promptly provide an appropriate VAT invoice to that Loan Party). 

(b) If VAT is or becomes chargeable on any supply made by any Lender Party (the “Supplier”) to any other
Lender Party (the “Recipient”) under a Loan Document, and any Loan Party other than the Recipient (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for
that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): 

(i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the
Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal
to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and 

(ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the
Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or
repayment from the relevant tax authority in respect of that VAT. 
 (c) Where a Loan Document requires any Loan Party to
reimburse or indemnify a Lender Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to
the extent that such Lender Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. 

  
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 (d) Any reference in this Section 2.22 to any Loan Party shall, at any
time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the Person who is treated as making the supply, or (as appropriate) receiving the
supply, under the grouping rules (as provided for in Article 11 of Council Directive 2006/112/EC or as implemented by a European Member State, or equivalent provisions in any other jurisdiction). 

(e) In relation to any supply made by a Lender Party to any Loan Party under a Loan Document, if reasonably requested by such
Lender Party, that Loan Party must promptly provide such Lender Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Lender Party’s VAT reporting
requirements in relation to such supply. 
 SECTION 2.23 [Reserved]. 

ARTICLE III 
 CONDITIONS
TO EFFECTIVENESS AND CLOSING 
 SECTION 3.01 Conditions Precedent to Closing Date. This Agreement shall become
effective and the Commitments shall be available on and as of the first date on which only the following conditions precedent have been satisfied (with the Administrative Agent acting reasonably in assessing whether the conditions precedent have
been satisfied) (or waived in accordance with Section 9.01): 
 (a) The Administrative Agent (or its counsel) shall have
received from each Borrower, each other Closing Date Party and each Lender either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may
include .pdf or facsimile transmission of a signed signature page of this Agreement and each applicable Loan Document) that such party has signed such a counterpart. 

(b) All fees and reasonable out-of-pocket
expenses of the Administrative Agent, Joint Lead Arrangers and Lenders (including the invoiced fees and expenses of counsel to the Administrative Agent) that are required to be reimbursed or paid on or prior to the Closing Date under the Fee Letters
or the other Loan Documents effective on the Closing Date shall be paid, to the extent invoiced by the relevant person at least three Business Days prior to the Closing Date and to the extent such amounts are due and payable on or prior to the
Closing Date. 
 (c) The Administrative Agent (or its counsel) shall have received on or before the Closing Date: 

(i) Certified copies of the resolutions or similar authorizing documentation of the governing bodies of each
Borrower and each other Closing Date Party authorizing such Person to enter into and perform its obligations under the Loan Documents to which it is a party; 

(ii) A good standing certificate or similar certificate dated a date reasonably close to the Closing Date from
the jurisdiction of formation of each Borrower and each 

  
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other Closing Date Party, but only where such concept is applicable (it being understood that no such certificate will be provided by STERIS plc or any Closing Date Party that is an entity
organized under the laws of England and Wales); 
 (iii) A customary certificate of STERIS plc, STERIS
Corporation and each other Closing Date Party (i) attaching the charter, by-laws and/or other organizational documents of STERIS plc, STERIS Corporation and each other Closing Date Party and
(ii) certifying the names and true signatures of the officers and/or directors of STERIS plc, STERIS Corporation and each other Closing Date Party authorized to sign this Agreement and the other documents to be delivered hereunder and, in the
case of STERIS plc, to the satisfaction of the conditions set forth in Section 3.01(h) and (i); and 

(iv) A favorable opinion letter of (A) the General Counsel of STERIS Corporation and (B) Wachtell,
Lipton, Rosen & Katz and other legal counsel to STERIS plc, STERIS Corporation and each other Closing Date Party reasonably satisfactory to the Administrative Agent, in each case in form and substance consistent with those delivered under
the Existing Credit Agreement or, as applicable, such other form as is reasonably acceptable to the Administrative Agent (and covering STERIS plc, STERIS Corporation and each Closing Date Party). 

(d) The following representations and warranties shall be true and correct in all material respects (except that any
representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects as so qualified) on and as of the Closing Date, except to the extent any such
representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation or warranty which is already qualified as
to materiality or by reference to Material Adverse Effect shall be true and correct in all respects as so qualified) as of such earlier date: (i) such representations and warranties made by the Target in the Acquisition Agreement as are
material to the interests of the Joint Lead Arrangers and the Lenders, but only to the extent that STERIS plc (or any of its affiliates) have the right to terminate their respective obligations (or to refuse to consummate the Acquisition) under the
Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement (determined without regard to whether any notice is required to be delivered by you) and (ii) the Specified Representations. 

(e) (i) The Administrative Agent shall have received, on or prior to the Closing Date, so long as requested no less than ten
Business Days prior to the Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, in each
case relating to STERIS plc, STERIS Corporation and each other Closing Date Party and (ii) to the extent a Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Lender that has requested, in a
written notice to such Borrower at least ten Business Days prior to the Closing Date, a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation (a “Beneficial Ownership
Certification”) in relation to such Borrower, shall have received at least five days prior to the Closing Date such Beneficial Ownership Certification (provided that, unless written notice is given to the Administrative Agent
and such Borrower by such Lender at least five days prior to the Closing 

  
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Date specifying that this condition has not been satisfied and specifying the details thereof, the condition set forth in this clause (ii) shall be deemed to be satisfied with respect to
such Lender). 
 (f) At least 10 days prior to the Closing Date, the Joint Lead Arrangers shall have received the Required
Financial Statements; provided that STERIS plc’s filing with the Securities and Exchange Commission of any (x) audited Required Financial Statements with respect to STERIS plc and its Subsidiaries on Form 10-K or (y) unaudited Required Financial Statements with respect to STERIS plc and its Subsidiaries on Form 10-Q, in each case, will satisfy the requirements of this
clause (f) with respect to clauses (a) or (c), as applicable, of the definition of Required Financial Statements. The Joint Lead Arrangers hereby acknowledge receipt of each of the financial statements for (i) STERIS plc for the
fiscal years ended March 31, 2019 and 2020 and the fiscal quarter ended June 30, 2020, and (ii) the Target for the fiscal years ended December 31, 2018 and December 31, 2019. 

(g) Since the date of the Acquisition Agreement, a Target Material Adverse Effect shall not have occurred. 

(h) The Acquisition shall have been consummated (or shall be consummated substantially concurrently with the making of the
Advances on the Closing Date) in all material respects in accordance with the terms and conditions of the Acquisition Agreement; provided that no amendment, modification or waiver of any term thereof or any condition to STERIS plc’s
obligation (or obligation of any Subsidiary of STERIS plc) to consummate the Acquisition thereunder or consent granted thereunder will be made or granted by STERIS plc or its subsidiaries, as the case may be, without the prior written consent (which
consent shall not be unreasonably withheld or delayed) of the Joint Lead Arrangers (other than any such amendment, modification or waiver or consent that is not materially adverse to any interest of the Joint Lead Arrangers or the Lenders). 

(i) Substantially contemporaneously with the availability of the Advances on the Closing Date, the Existing Target Indebtedness
shall be terminated and repaid in full. 
 Without limiting the foregoing, the failure of any representation or warranty
(other than the representations specified in Section 3.01(d)) to be true and correct at any time when made or deemed made on or prior to the Closing Date will not constitute the failure of a condition precedent to the obligations of each Lender
to make the Advances on the Closing Date. 
 ARTICLE IV 

REPRESENTATIONS AND WARRANTIES 

SECTION 4.01 Representations and Warranties. Each Borrower represents and warrants on the Closing Date as follows: 

(a) Each Loan Party is duly organized or incorporated, validly existing and in good standing (to the extent that such concept
exists) under the laws of its jurisdiction of organization or incorporation, except (other than with respect to any Borrower, to which this exception shall not apply) to the extent such failure would not be reasonably expected to have a Material
Adverse Effect. 

  
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 (b) The execution, delivery and performance by each Loan Party of this
Agreement and the other Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby (including the Acquisition), (i) are within such Loan Party’s organizational powers, (ii) have been
duly authorized by all necessary organizational action and (iii) do not contravene (A) such Loan Party’s charter or by-laws or other organizational documents or (B) any law, regulation or
contractual restriction binding on or affecting such Loan Party and (iv) will not result in or require the creation or imposition of any Lien upon or with respect to any of the properties of the Consolidated Group, except, in the case of clause
(iii)(B) and (iv), as would not be reasonably expected to have a Material Adverse Effect. 
 (c) No authorization or approval
or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrowers and each Guarantor of this Agreement and the consummation of the
transactions (including the Acquisition) contemplated hereby. 
 (d) This Agreement and the other Loan Documents have been
duly executed and delivered by the Loan Parties party thereto. This Agreement and the other Loan Documents are legal, valid and binding obligations of each Loan Party party thereto, enforceable against each such Loan Party in accordance with their
terms, except as affected by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing. 
 (e) Each of the financial statements set forth in clauses (a) and
(c) of the definition of Required Financial Statements presents fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Reporting Entity and its consolidated Subsidiaries as of such dates
and for such periods in accordance with GAAP, except as may be indicated in the notes thereto and subject to year-end audit adjustments and the absence of footnotes in the case of unaudited financial
statements. 
 (f) There is no action, suit, investigation, litigation or proceeding (including, without limitation, any
Environmental Action), affecting the Consolidated Group pending or, to the knowledge of the Borrowers, threatened before any court, governmental agency or arbitrator that would reasonably be expected to be adversely determined, and if so determined,
(a) would reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Consolidated Group taken as a whole (other than the litigation set forth on Schedule 4.01(f) attached hereto) or
(b) would adversely affect the legality, validity and enforceability of any material provision of this Agreement in any material respect. 

(g) Following application of the proceeds of each Advance, not more than 25 percent of the value of the assets of the
Borrowers and of the Consolidated Group, on a Consolidated basis, subject to the provisions of Section 5.02(a) will be margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System). 

(h) Each of the Loan Parties and their Subsidiaries has timely filed or caused to be filed all Tax returns and reports required
to have been filed and has paid or caused to be paid all Taxes required to have been paid by them, except (a) Taxes that are being contested in good 

  
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faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to
result in a Material Adverse Effect. 
 (i) No ERISA Event has occurred or is reasonably expected to occur with respect to
any Plan which would reasonably be expected to have a Material Adverse Effect. 
 (j) Except as would not reasonably be
expected to have a Material Adverse Effect, (i) as of the last annual actuarial valuation date prior to the Closing Date, no Plan was in at-risk status (as defined in Section 430(i)(4) of the
Internal Revenue Code), and (ii) since such annual actuarial valuation date there has been no material adverse change in the funding status of any Plan that would reasonably be expected to cause such Plan to be in
at-risk status (as defined in Section 430(i)(4) of the Internal Revenue Code). 

(k) Except as would not reasonably be expected to have a Material Adverse Effect, (i) none of the Borrowers nor any ERISA
Affiliate (A) is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan or has incurred any such Withdrawal Liability that has not been satisfied in full or (B) has been notified by the sponsor of a Multiemployer
Plan that such Multiemployer Plan is insolvent (within the meaning of Section 4245 of ERISA) or has been determined to be in “endangered” or “critical” status (within the meaning of Section 432 of the Internal Revenue
Code or Section 305 of ERISA), and (ii) no Multiemployer Plan is reasonably expected to be insolvent or in “endangered” or “critical” status. 

(l) (i) The operations and properties of the Consolidated Group comply in all respects with all applicable Environmental Laws
and Environmental Permits except to the extent that the failure to so comply, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (ii) all past
non-compliance with such Environmental Laws and Environmental Permits has been resolved without any ongoing obligations or costs except to the extent that such
non-compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; and (iii) no circumstances exist that would be reasonably expected to (A) form
the basis of an Environmental Action against a member of the Consolidated Group or any of its properties that, either individually or in the aggregate, would have a Material Adverse Effect or (B) cause any such property to be subject to any
restrictions on ownership, occupancy, use or transferability under any Environmental Law that, either individually or in the aggregate, would have a Material Adverse Effect. 

(m) (i) None of the properties currently or formerly owned or operated by a member of the Consolidated Group is listed or
proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or, to the best knowledge of the Borrowers, is adjacent to any such property other than such properties of a member of the Consolidated Group that,
individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (ii) there are no, and never have been any, underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or
lagoons in which Hazardous Materials are being or have been treated, stored or disposed of on any property currently owned or operated by any member of the Consolidated Group or, to the best knowledge of the Borrowers, on any property formerly owned
or operated by a member of the Consolidated Group that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; 

  
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 (iii) there is no asbestos or asbestos-containing material on any property currently owned
or operated by a member of the Consolidated Group that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; and (iv) Hazardous Materials have not been released, discharged or disposed of on
any property currently or formerly owned or operated by a member of the Consolidated Group or, to the best knowledge of the Borrowers, on any adjoining property that, either individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect. 
 (n) No member of the Consolidated Group is undertaking, and no member of the Consolidated Group
has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at
any site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law that, either individually or in the aggregate, would reasonably be expected to have
a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by a member of the Consolidated Group have been disposed of in a
manner that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 

(o) No member of the Consolidated Group is an “investment company,” or an “affiliated person” of, or
“promoter” or “principal underwriter” for, an “investment company” (each as defined in the Investment Company Act of 1940, as amended). Neither the making of any Advances nor the application of the proceeds or repayment
thereof by the Borrowers, nor the consummation of the other transactions contemplated hereby, will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. 

(p) The Advances and all related obligations of the Loan Parties under this Agreement (including the Guaranty) rank pari passu
with all other unsecured obligations of the Loan Parties that are not, by their terms, expressly subordinate to the obligations of the Loan Parties hereunder. 

(q) The proceeds of the Advances will be used in accordance with Section 2.18. 

(r) No member of the Consolidated Group or any of their respective officers or directors (a) has violated or is in
violation of, in any material respect, or has engaged in any conduct or dealings that would be sanctionable under any applicable anti-money laundering law or Sanctions or (b) is an Embargoed Person; provided that if any member of
the Consolidated Group (other than the Borrowers) becomes an Embargoed Person pursuant to clause (b)(iii) of the definition thereof as a result of a country or territory becoming subject to any applicable Sanctions program after the Closing Date,
such Person shall not be an Embargoed Person so long as (x) the Borrowers are, as applicable, taking reasonable steps to either obtain an appropriate license for transacting business in such country or territory or to cause such Person to no
longer reside, be organized or chartered or have a place of business in such country or territory and (y) such Person’s residing, being organized or chartered or having a place of business in such country or territory would not be
reasonably expected to have Material Adverse Effect. The Consolidated Group (i) has adopted and maintains policies and procedures designed to ensure compliance and are 

  
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 reasonably expected to continue to ensure compliance with any Sanction imposed by the United
States and (ii) will use commercially reasonable efforts to adopt and maintain policies and procedures designed to ensure compliance with any applicable Sanction other than those imposed by the United States. 

(s) No member of the Consolidated Group is in violation, in any material respects, of any applicable law, relating to
anti-corruption (including the FCPA and the United Kingdom Bribery Act of 2010 (“Anti-Corruption Laws”)) or counter-terrorism (including United States Executive Order No. 13224 on Terrorist Financing, effective September 24,
2011, the Patriot Act, the United Kingdom Terrorism Act of 2000, the United Kingdom Anti-Terrorism, Crime and Security Act of 2011, the United Kingdom Terrorism (United Nations Measures) Order of 2006, the United Kingdom Terrorism (United Nations
Measures) Order of 2009 and the United Kingdom Terrorist Asset-Freezing etc. Act of 2010). The Consolidated Group (i) has adopted and maintains policies and procedures that are designed to ensure compliance and are reasonably expected to
continue to ensure compliance with the FCPA and (ii) will use commercially reasonable efforts to adopt and maintain policies and procedures designed to ensure compliance with the United Kingdom Bribery Act of 2010. 

(t) [Reserved]. 

(u) [Reserved]. 

(v) [Reserved]. 

(w) Immediately after the consummation of the transactions to occur on the Closing Date, including the Acquisition, the making
of each Advance to be made on the Closing Date and the application of the proceeds of such Advances, (a) the fair value of the assets of the Reporting Entity and its Subsidiaries on a consolidated basis will exceed its debts and liabilities,
subordinated, contingent or otherwise, (b) the present fair saleable value of the assets of the Reporting Entity and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability on
its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) the Reporting Entity and its Subsidiaries on a consolidated basis will be able to pay its debts and
liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured and (d) the Reporting Entity and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to con-duct the business in which it is engaged, as such business is now conducted and is proposed to be conducted following the Closing Date. 

(x) Since March 31, 2020, there has been no Material Adverse Change. 

(y) The Closing Date Parties (other than STERIS plc) represent all of the Material Subsidiaries of STERIS plc that are either
Domestic Subsidiaries or organized under the laws of England and Wales (other than Receivables Subsidiaries) as of the Closing Date other than STERIS Dover and the Target and its Subsidiaries. 

(z) No Borrower or Guarantor is an EEA Financial Institution. 

  
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 ARTICLE V 

COVENANTS 

SECTION 5.01 Affirmative Covenants. So long as any Advance shall remain unpaid or any Lender shall have any Commitment
hereunder, the Reporting Entity will: 
 (a) Compliance with Laws, Etc. Comply, and cause each member of the
Consolidated Group to comply, with all applicable laws, rules, regulations and orders (such compliance to include, without limitation, compliance with ERISA and Environmental Laws), except to the extent that the failure to so comply, either
individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 
 (b) Payment of
Taxes, Etc. Pay and discharge, or cause to be paid and discharged, before the same shall become delinquent, all Taxes, assessments and governmental charges levied or imposed upon a member of the Consolidated Group or upon the income, profits or
property of a member of the Consolidated Group, in each case except to the extent that (i) the amount, applicability or validity thereof is being contested in good faith and by proper proceedings or (ii) the failure to pay such Taxes,
assessments and charges, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. 

(c) Maintenance of Insurance. Maintain, and cause each member of the Consolidated Group to maintain, insurance with
responsible and reputable insurance companies or associations (or pursuant to self-insurance arrangements) in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the
same general areas in which any member of the Consolidated Group operates. 
 (d) Preservation of Existence, Etc. Do,
or cause to be done, all things necessary to preserve and keep in full force and effect its and each other Loan Party’s (i) existence and (ii) rights (charter and statutory) and franchises; provided, however, that any Loan Party may
consummate any merger or consolidation permitted under Section 5.02(b); and provided, further, that no Loan Party shall be required to preserve any such right or franchise if the management of the Borrowers shall determine that the preservation
thereof is no longer desirable in the conduct of the business of such Loan Party and that the loss thereof is not disadvantageous in any material respect to the Lenders. 

(e) Visitation Rights. At any reasonable time and from time to time during normal business hours (but not more than once
annually if no Event of Default has occurred and is continuing), upon reasonable notice to the Borrowers, permit the Administrative Agent or any of the Lenders, or any agents or representatives thereof, to examine and make copies of and abstracts
from the records and books of account, and visit the properties, of the Consolidated Group, and to discuss the affairs, finances and accounts of the Consolidated Group with any of the members of the senior treasury staff of the Borrowers or any
other Loan Party. 
 (f) Keeping of Books. Keep, and cause each of its Subsidiaries to keep, proper books of record
and account, in which full and correct entries shall be made of all financial 

  
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 transactions and the assets and business of the Consolidated Group sufficient to permit the
preparation of financial statements in accordance with GAAP. 
 (g) Maintenance of Properties, Etc. Cause all of its
and the Consolidated Group’s properties that are used or useful in the conduct of its business or the business of any member of the Consolidated Group to be maintained and kept in good condition, repair and working order and supplied with all
necessary equipment, and cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrowers may be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times, except, in each case, where the failure to do so would not reasonably be expected to result in a Material Adverse Effect. 

(h) Guaranties. 

(x) Cause (i) subject to clause (y) below, Synergy and its Material Subsidiaries organized in England
and Wales, (ii) subject to clause (z) below, from time to time after the Closing Date, each other Material Subsidiary of the Reporting Entity (other than Synergy and its Subsidiaries) that is or becomes a Domestic Subsidiary (other than a
Receivables Subsidiary), (iii) each Material Subsidiary of the Reporting Entity organized under the laws of the Republic of Ireland or England and Wales (other than STERIS Dover) that is or becomes a direct or indirect parent of STERIS Corporation
and (iv) any New PubCo, in each case, to guarantee the Guaranteed Obligations pursuant to a joinder hereto substantially in the form of Exhibit D or any other form agreed by the Administrative Agent (it being understood that any such joinder
entered into pursuant to clause (iv) shall also join such New PubCo hereto as the “Reporting Entity”). 

(y) In no event shall Synergy or its Subsidiaries organized in England and Wales or any Subsidiary of the
Reporting Entity organized under the laws of the Republic of Ireland or England and Wales that is or becomes a direct or indirect parent of STERIS Corporation be required to provide a guaranty hereunder if the Reporting Entity is treated as a United
States corporation for United States federal tax purposes. If the Reporting Entity is treated as a United States corporation for United States federal tax purposes, any guarantees from Synergy or its Subsidiaries or any Subsidiary of the Reporting
Entity organized under the laws of the Republic of Ireland or England and Wales that is or becomes a direct or indirect parent of STERIS Corporation shall terminate automatically and each such guarantee will be void ab initio. 

(z) To the extent that as of the Closing Date the Target or any Subsidiary of the Target constitutes a Domestic
Subsidiary that is Material Subsidiary, use reasonable best efforts to cause the Target and any such Subsidiary of the Target to guarantee the Guaranteed Obligations pursuant to a joinder hereto substantially in the form of Exhibit D or any other
form agreed by the Administrative Agent within 30 days of the Closing Date. 

  
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 (i) Transactions with Affiliates. Conduct, and cause each member of
the Consolidated Group to conduct, all material transactions otherwise permitted under this Agreement with any of their Affiliates (excluding the members of the Consolidated Group) on terms that are fair and reasonable and no less favorable to the
Reporting Entity or such Subsidiary than it would obtain in a comparable arm’s-length transaction with a Person not an Affiliate; provided that the restrictions of this Section 5.01(i) shall not
apply to the following: 
 (i) the payment of dividends or other distributions (whether in cash, securities
or other property) with respect to any Equity Interests in a member of the Consolidated Group, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination of any such Equity Interests in such Person or any option, warrant or other right to acquire any such Equity Interests in such Person; 

(ii) payment of, or other consideration in respect of, compensation to, the making of loans to and payment of
fees and expenses of and indemnities to officers, directors, employees or consultants of a member of the Consolidated Group and payment, or other consideration in respect of, directors’ and officers’ indemnities; 

(iii) transactions pursuant to any agreement to which a member of the Consolidated Group is a party on the date
hereof and set forth in Schedule 5.01(i); 
 (iv) transactions with joint ventures for the purchase or sale
of property or other assets and services entered into in the ordinary course of business and in a manner consistent with past practices; 

(v) [Reserved]; 

(vi) transactions approved by a majority of Disinterested Directors of the Borrowers or of the relevant member
of the Consolidated Group in good faith; or 
 (vii) any transaction in respect of which the Borrowers
deliver to the Administrative Agent (for delivery to the Lenders) a letter addressed to the board of directors of the Borrowers (or the board of directors of the relevant member of the Consolidated Group) from an accounting, appraisal or investment
banking firm that is in the good faith determination of the Borrowers qualified to render such letter, which letter states that such transaction is on terms that are no less favorable to the Borrowers or the relevant member of the Consolidated
Group, as applicable, than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate. 

(j) Reporting Requirements. Furnish to the Administrative Agent for further distribution to the Lenders: 

(i) within 45 days after the end of each of the first three quarters of each fiscal year of the Reporting
Entity, a Consolidated balance sheet of the Consolidated Group as of the end of such quarter and Consolidated statements of income and cash flows of the Consolidated Group for the period commencing at the end of the previous fiscal year and ending
with the end of such quarter, duly certified by the Chief Financial Officer, the 

  
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 Controller or the Treasurer of the Reporting Entity as having been prepared
in accordance with GAAP (subject to the absence of footnotes and year-end audit adjustments); 

(ii) within 90 days after the end of each fiscal year of the Reporting Entity, a copy of the annual audit
report for such year for the Consolidated Group, containing a Consolidated balance sheet of the Consolidated Group as of the end of such fiscal year and Consolidated statements of income and cash flows of the Consolidated Group for such fiscal year,
in each case accompanied by an unqualified opinion or an opinion reasonably acceptable to the Required Lenders by Ernst & Young LLP or other independent public accountants of recognized national standing; 

(iii) simultaneously with each delivery of the financial statements referred to in subclauses (j)(i) and
(j)(ii) of this Section 5.01, a certificate of the Chief Financial Officer, the Controller or the Treasurer of the Reporting Entity that no Default or Event of Default has occurred and is continuing (or if such event has occurred and is
continuing the actions being taken by the Reporting Entity to cure such Default or Event of Default), including, if such covenant is tested at such time, setting forth in reasonable detail the calculations necessary to demonstrate compliance with
Section 5.03; 
 (iv) as soon as possible and in any event within five days after any Responsible
Officer shall have obtained knowledge of the occurrence of each Default continuing on the date of such statement, a statement of the Chief Financial Officer, the Controller or the Treasurer of the applicable Borrower setting forth details of such
Default and the action that the Borrowers have taken and propose to take with respect thereto; 
 (v)
promptly after the sending or filing thereof, copies of all reports that the Reporting Entity sends to any of its securityholders, in their capacity as such, and copies of all reports and registration statements that members of the Consolidated
Group file with the Securities and Exchange Commission or any national securities exchange (excluding routine reports filed with the New York Stock Exchange and any reports filed with the Regulatory News Service to satisfy London Stock Exchange
Requirements); 
 (vi) promptly after a Responsible Officer obtains knowledge of the commencement thereof,
notice of all actions, suits, investigations, litigations and proceedings before any court, governmental agency or arbitrator affecting the Consolidated Group of the type described in Section 4.01(f)(b); and 

(vii) such other information respecting the Consolidated Group as any Lender through the Administrative Agent
may from time to time reasonably request. 
 (k) [Reserved]. 

(l) OFAC and FCPA. The Loan Parties shall ensure and shall cause each member of the Consolidated Group and their
respective officers and directors (in their capacity as officers and directors, as applicable, of members of the Consolidated Group) to ensure that, to their knowledge, the proceeds of any Advances shall not be used by such Persons (i) to fund
any activities or business of or with any Embargoed Person, or in any country or territory, that at the time of such funding is the target of any Sanctions, to the extent such activity or business is 

  
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 prohibited by Sanctions, (ii) in any other manner that would result in a violation of
any Sanctions by the Agents, Lenders, the Reporting Entity or any member of the Consolidated Group or (iii) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to
any Person in violation of any Anti-Corruption Laws. 
 Information required to be delivered pursuant to subsections (i),
(ii) and (v) of Section 5.01(j) above shall be deemed to have been delivered if such information, or one or more annual or quarterly or other reports or proxy statements containing such information, shall have been posted and available on
the website of the Securities and Exchange Commission at http://www.sec.gov. Information required to be furnished pursuant to this Section 5.01 may also be furnished by electronic communications pursuant to procedures approved by the
Administrative Agent. The Borrowers hereby acknowledge that the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrowers hereunder (collectively,
“Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar secure electronic system (the “Platform”). 

SECTION 5.02 Negative Covenants. So long as any Advance shall remain unpaid or any Lender shall have any Commitment
hereunder, the Reporting Entity will not and will not permit any member of the Consolidated Group to: 
 (a) Liens,
Etc. Create, assume or suffer to exist any Lien upon any of its property or assets (other than Unrestricted Margin Stock), whether now owned or hereafter acquired; provided that this Section shall not apply to the following: 

(i) Liens for taxes not yet due or that are being actively contested in good faith by appropriate proceedings
and for which adequate reserves have been established in accordance with GAAP; 
 (ii) other statutory,
common law or contractual Liens incidental to the conduct of its business or the ownership of its property and assets that (A) were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and (B) do
not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business; 

(iii) pledges or deposits in the ordinary course of business in connection with workers’ compensation,
unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; 
 (iv)
pledges or deposits to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature
incurred in the ordinary course of business; 
 (v) Liens on property or assets to secure obligations owing
to any member of the Consolidated Group; 
 (vi) (A) purchase money Liens on fixed assets or for the deferred
purchase price of property; provided that such Lien is limited to the purchase price and only attaches to 

  
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 the property being acquired and, for the avoidance of doubt, proceeds
thereof and (B) capital leases; 
 (vii) easements, zoning restrictions or other minor defects or
irregularities in title of real property not interfering in any material respect with the use of such property in the business of any member of the Consolidated Group; 

(viii) Liens existing on the date of this Agreement and, to the extent securing obligations in excess of
$25,000,000, set forth on Schedule 5.02(a) hereto; 
 (ix) any Lien granted to Agent, for the benefit of the
Lenders; 
 (x) Liens on Receivables Related Assets of a Receivables Subsidiary in connection with the sale
of such Receivables Related Assets pursuant to Section 5.02(f)(iii) hereof; 
 (xi) in addition to the
Liens permitted herein, additional Liens, so long as the aggregate principal amount of all Debt and other obligations secured by such Liens, when taken together with, without duplication, the principal amount of all Debt of Subsidiaries that are not
Guarantors incurred pursuant to Section 5.02(e)(viii) below, does not exceed an amount equal to 10% of the Consolidated Total Assets at the time such Debt or other obligation is created or incurred; 

(xii) Permitted Encumbrances; 

(xiii) any Lien existing on any property or asset prior to the acquisition thereof by any member of the
Consolidated Group or existing on any property or assets of any Person at the time such Person becomes a Subsidiary after the Closing Date; provided that (i) such Lien is not created in contemplation of or in connection with such
acquisition or such Person becoming a Subsidiary, as the case may be, and (ii) such Lien does not apply to any other property or assets of any member of the Consolidated Group (other than Persons who become members of the Consolidated Group in
connection with such acquisition); 
 (xiv) Liens arising in connection with any margin posted related to
Hedge Agreements entered other than for speculative purposes; 
 (xv) any extension, renewal or replacement
(or successive renewals or replacements) in whole or in part of any Lien referred to in clauses (vi), (viii), (xi) and (xiii) of this Section 5.02(a); provided that (x) the principal amount of the obligations secured thereby
shall be limited to the principal amount of the obligations secured by the Lien so extended, renewed or replaced (and, to the extent provided in such clauses, extensions, renewals and replacements thereof), (y) such Lien shall be limited to all or a
part of the assets that secured the obligation so extended, renewed or replaced and (z) in the case of any extension, renewal or replacement (or successive renewals or replacements) in whole or in part of any Lien referred to in clause
(xi) of this Section 5.02(a) such extension, renewal or replacement (or successive renewals or replacements) shall utilize 

  
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 basket capacity under such clause (xi) prior to any excess amount not
permitted thereunder being permitted under this clause (xv); and 
 (xvi) Liens on the products and proceeds
(including, without limitation, insurance condemnation and eminent domain proceeds) of and accessions to, and contract or other rights (including rights under insurance policies and product warranties) derivative of or relating to, property subject
to Liens under any of the paragraphs of this Section 5.02(a). 
 (b) Mergers, Etc. Merge or consolidate with or
into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (other than Unrestricted Margin Stock) (whether now owned or hereafter acquired) to, any
Person, except that: 
 (i) any member of (x) the Consolidated Group other than the Borrowers may merge
or consolidate with or into or (y) the Consolidated Group may convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets to, in each case of clause
(x) and (y), any other member of the Consolidated Group; 
 (ii) any Borrower may merge or
consolidate with or into any other Person (including, but not limited to, any member of the Consolidated Group) so long as (A) such Borrower is the surviving entity or (B) the surviving entity shall succeed, by agreement, including an
agreement where such succession occurs by operation of law, in any case reasonably satisfactory in substance to the Administrative Agent (and such agreement shall be provided to the Administrative Agent prior to the closing of such merger or
consolidation), to all of the businesses and operations of such Borrower and shall assume all of the rights and obligations of such Borrower under this Agreement and the other Loan Documents; 

(iii) any member of the Consolidated Group (other than the Borrowers) may merge or consolidate with or into
another Person, convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets so long as (A) the consideration received in respect of such merger,
consolidation, conveyance, transfer, lease or other disposition is at least equal to the fair market value of such assets as determined in good faith by the Reporting Entity and (B) no Material Adverse Effect would reasonably be expected to
result from such merger, consolidation, conveyance, transfer, lease or other disposition; and 
 (iv) any
member of the Consolidated Group (other than the Borrowers) may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets
to another Person to effect (A) a transaction permitted by Section 5.02(f) (other than clause (vii)(ii) thereof) or (B) a merger or consolidation with or into such Person where such merger or consolidation results in such Person or
the entity into which such Person is merged or consolidated becoming a member of the Consolidated Group; 

  
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 provided, in the cases of clauses (i), (ii) and (iii) hereof, that no Default or
Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. 

(c) Accounting Changes. Change the Reporting Entity’s fiscal year-end from
March 31 of each calendar year. 
 (d) Change in Nature of Business. Make any material change in the nature of
the business of the Consolidated Group, taken as a whole, from that carried out by STERIS plc and its Subsidiaries on the Closing Date; it being understood that this Section 5.02(d) shall not prohibit (i) the Transactions or
(ii) members of the Consolidated Group from conducting any business or business activities incidental or related to such business as carried on as of the Closing Date or any business or activity that is reasonably similar or
complementary thereto or a reasonable extension, development or expansion thereof or ancillary thereto. 
 (e) Subsidiary
Indebtedness. Permit any member of the Consolidated Group that is not a Borrower or a Guarantor to incur Debt of any kind; provided that this Section shall not apply to any of the following (without duplication): 

(i) Debt incurred under the Loan Documents; 

(ii) Debt of any member of the Consolidated Group to any member of the Consolidated Group; provided
that such Debt shall not have been transferred to any other Person (other than to any member of the Consolidated Group); 

(iii) Debt outstanding on the Closing Date and, to the extent in respect of obligations in excess of
$25 million, set forth on Schedule 5.02(e) (it being understood that any Debt in excess of $25 million outstanding on the Closing Date that is otherwise permitted under another clause of Section 5.02(e) need not be set
forth on Schedule 5.02(e) in order to be so permitted under such other clause) and any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or
restructurings) of any such Debt from time to time (in whole or in part); provided that the outstanding principal amount of any such Debt may only be increased to the extent any such increase is permitted to be incurred under any other clause
of this Section 5.02(e); 
 (iv) (i) Debt of any member of the Consolidated Group incurred to
finance the acquisition, construction or improvement of any fixed or capital assets, including capital leases and any Debt assumed in connection with the acquisition of any such assets (provided that such Debt is incurred or assumed prior to
or within 90 days after such acquisition or the completion of such construction or improvement and the principal amount of such Debt does not exceed the cost of acquiring, constructing or improving such fixed or capital assets) and (ii) any
extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Debt from time to time (in whole or in part); provided
that the aggregate principal amount of Debt permitted by this clause (iv) shall not exceed $100,000,000; 

  
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 (v) Debt under or related to Hedge Agreements entered into
for non-speculative purposes; 
 (vi) letters of credit, bank
guarantees, warehouse receipts or similar instruments issued to support performance obligations and trade letters of credit (other than obligations in respect of other Debt) in the ordinary course of business; 

(vii) Debt of Receivables Subsidiaries in respect of Permitted Receivables Facilities in an aggregate principal
amount at any time outstanding not to exceed $250,000,000; 
 (viii) (i) any other Debt (not otherwise
permitted under this Agreement), and (ii) any extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of Debt outstanding under this
clause (viii), provided that, the aggregate principal amount of (1) all Debt incurred under this clause (viii) and (2) without duplication, all Debt and other obligations secured by Liens incurred under
Section 5.02(a)(xi) shall not exceed 10% of Consolidated Total Assets at the time such Debt is incurred (except that refinancing Debt incurred in reliance on clause (ii) of this Section 5.02(e)(viii) will in any
event be permitted (but will utilize basket capacity under this clause (viii)) so long as the principal amount of such Debt does not exceed the principal amount of the Debt refinanced); 

(ix) Debt owed to any officers or employees of any member of the Consolidated Group; provided that the
aggregate principal amount of all such Debt shall not exceed $10,000,000 at any time outstanding; 
 (x)
guarantees of any Debt permitted pursuant to this Section 5.02(e); 
 (xi) Debt in respect of bid,
performance, surety bonds or completion bonds issued for the account of any member of the Consolidated Group in the ordinary course of business, including guarantees or obligations of any member of the Consolidated Group with respect to letters of
credit supporting such bid, performance, surety or completion obligations; 
 (xii) Debt incurred or arising
from or as a result of agreements providing for indemnification, deferred payment obligations, purchase price adjustments, earn-out payments or similar obligations; 

(xiii) Debt in connection with overdue accounts payable, which are being contested in good faith and for which
adequate reserves have been established in accordance with GAAP; 
 (xiv) Debt arising or incurred as a
result of or from the adjudication or settlement of any litigation or from any arbitration or mediation award or settlement, in any case involving any member of the Consolidated Group; provided that the judgment, award(s) and/or settlements
to which such Debt relates would not constitute an Event of Default under Section 6.01(f); 

  
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 (xv) Debt in respect of netting services, automatic clearing
house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business; and 

(xvi) (i) Debt of any Person which becomes a Subsidiary after the Closing Date or is merged with or into or
consolidated or amalgamated with any member of the Consolidated Group after the Closing Date and Debt expressly assumed in connection with the acquisition of an asset or assets from any other Person; provided that (A) such Debt existed
at the time such Person became a Subsidiary or of such merger, consolidation, amalgamation or acquisition and was not created in anticipation thereof and (B) immediately after such Person becomes a Subsidiary or such merger,
consolidation, amalgamation or acquisition, (x) no Default shall have occurred and be continuing and (y) the Reporting Entity shall be in compliance with Section 5.03 on a pro forma basis; and (ii) any
extension, renewal, refinancing, refunding, replacement or restructuring (or successive extensions, renewals, refinancings, refundings, replacements or restructurings) of any such Debt from time to time (in whole or in part), provided that
the outstanding principal amount of any such Debt may only be increased to the extent any such increase is permitted to be incurred under any other clause of this Section 5.02(e). 

(f) Dispositions. Convey, sell, assign, transfer or otherwise dispose of (each, a “Disposition”) any
of its property or assets outside the ordinary course of business, other than to any member of the Consolidated Group, except for: 

(i) Dispositions of assets and property that are (i) obsolete, worn, damaged, uneconomic or otherwise
deemed by any member of the Consolidated Group to no longer be necessary or useful in the operation of such member of the Consolidated Group’s current or anticipated business or (ii) replaced by other assets or property of similar
suitability and value; 
 (ii) Dispositions of cash and Cash Equivalents; 

(iii) Dispositions of accounts receivable (i) in connection with the compromise or collection thereof,
(ii) deemed doubtful or uncollectible in the reasonable discretion of any member of the Consolidated Group, (iii) obtained by any member of the Consolidated Group in the settlement of joint interest billing accounts, (iv) granted to
settle collection of accounts receivable or the sale of defaulted accounts arising in connection with the compromise or collection thereof and not in connection with any financing transaction or (v) in connection with a Permitted Receivables
Facility; 
 (iv) any other Disposition (not otherwise permitted under this Agreement) of any assets or
property; provided that after giving effect thereto, the Reporting Entity would be in pro forma compliance with the covenants set forth in Section 5.03; 

(v) Dispositions by any member of the Consolidated Group of all or any portion of any Subsidiary that is not a
Material Subsidiary; 
 (vi) leases, licenses, subleases or sublicenses by any member of the Consolidated
Group of intellectual property in the ordinary course of business; 

  
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 (vii) Dispositions arising as a result of (i) the
granting or incurrence of Liens permitted under Section 5.02(a) or (ii) transactions permitted under Section 5.02(b) (other than Section 5.02(b)(iii)) of this Agreement; 

(viii) any Disposition or series of related Dispositions that does not individually or in the aggregate exceed
$10,000,000; 
 (ix) Dispositions constituting terminations or expirations of leases, licenses and other
agreements in the ordinary course of business; and 
 (x) contributions of assets in the ordinary course of
business to joint ventures entered into in the ordinary course of business. 
 SECTION 5.03 Financial Covenants. As
of the last day of the first fiscal quarter of the Reporting Entity ended on or after the Closing Date and on the last day of each fiscal quarter of the Reporting Entity ending thereafter (provided that compliance with the financial covenants
shall not be a condition to the occurrence of the Closing Date): 
 (a) The Reporting Entity will not permit the ratio of
(x) Consolidated Total Debt at such time to (y) Consolidated EBITDA for the four consecutive fiscal quarter period ending as of such date to exceed 3.50 to 1.00; provided, that the ratio referenced in this Section 5.03(a) shall
be increased by 0.25 to 1.00 after a Material Acquisition for a period of four fiscal quarters after the date of such Material Acquisition; and 

(b) The Reporting Entity will not permit the ratio of Consolidated EBITDA to Consolidated Interest Expense for the period of
four fiscal quarters ending on such date, to be less than 3.00:1.00. 
 ARTICLE VI 

EVENTS OF DEFAULT 

SECTION 6.01 Events of Default. If any of the following events (“Events of Default”) shall occur and
be continuing: 
 (a) any Loan Party, as applicable, shall fail (i) to pay any principal of any Advance when the same
becomes due and payable or (ii) to pay any interest on any Advance or make any payment of fees or other amounts payable under this Agreement within five Business Days after the same becomes due and payable; or 

(b) any representation or warranty made by a Loan Party herein or in any other Loan Document or by a Loan Party (or any of its
officers or directors) in connection with this Agreement or in any certificate or other document furnished pursuant to or in connection with this Agreement, if any, in each case shall prove to have been incorrect in any material respect when made or
deemed made; or 
 (c) (i) a Borrower shall fail to perform or observe any term, covenant or agreement contained in Sections
5.01(d)(i), 5.01(j)(iv), 5.02(a), 5.02(b), 5.02(d), 5.02(e), 5.02(f) 

  
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or 5.03 or (ii) a Borrower shall fail to perform or observe any term, covenant or agreement contained in Section 5.01(e) or clauses (i)-(iii) or (v)-(vii) of Section 5.01(j) if
such failure shall remain unremedied for 10 Business Days after written notice thereof shall have been given to such Borrower by the Administrative Agent or any Lender, or (iii) a Borrower or any other Loan Party shall fail to perform or
observe any other term, covenant or agreement contained in any Loan Document, if any, in each case on its part to be performed or observed if such failure shall remain unremedied for 30 days after written notice thereof shall have been given to such
Borrower by the Administrative Agent or any Lender; or 
 (d) a Borrower, any Guarantor or any Significant Subsidiary shall
fail to pay any principal of or premium or interest on any Material Indebtedness of such Borrower, or such Guarantor or such Significant Subsidiary, respectively, when the same becomes due and payable (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under
any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration
of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay,
redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or 

(e) any Loan Party or any Significant Subsidiary shall generally not pay its debts as such debts become due, or shall admit in
writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Loan Party or any Significant Subsidiary seeking to adjudicate it as bankrupt
or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it),
such proceeding shall remain undismissed or unstayed for a period of 60 days; or the Loan Party or any Significant Subsidiary shall take any corporate action to authorize any of the actions set forth above in this Section 6.01(e); or 

(f) any one or more judgments or orders for the payment of money in excess of the greater of (x) $150,000,000 and (y) 3% of
Consolidated Total Assets shall be rendered against a Loan Party or any Significant Subsidiary and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period
of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; provided, however, that, for purposes of determining whether an Event of Default
has occurred under this Section 6.01(f), the amount of any such judgment or order shall be reduced to the extent that (A) such judgment or order is covered by a valid and binding policy of insurance between the defendant and the insurer
covering payment thereof and (B) such insurer, which shall be rated at least “A” by A.M. Best Company, 

  
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has been notified of, and has not disputed the claim made for payment of, such judgment or order; or 

(g) (i) any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of
Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended), directly or indirectly, of Voting Stock of the Reporting Entity (or other securities convertible
into or exchangeable for such Voting Stock) representing 50% or more of the combined voting power of all Voting Stock of the Reporting Entity (on a fully diluted basis), unless such Reporting Entity becomes a direct or indirect wholly-owned
Subsidiary of a holding company and the direct or indirect holders of Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Reporting Entity’s Voting Stock immediately prior
to that event (such new holding company, a “New PubCo”); or (ii) during any period of up to 24 consecutive months, a majority of the members of the board of directors of the Reporting Entity shall not be Continuing Directors;
or 
 (h) one or more of the following shall have occurred or is reasonably expected to occur, which in each case would
reasonably be expected to result in a Material Adverse Effect: (i) any ERISA Event with respect to any Plan; (ii) the partial or complete withdrawal of the Reporting Entity or any ERISA Affiliate from a Multiemployer Plan; or
(iii) the insolvency or termination of a Multiemployer Plan; or 
 (i) this Agreement (including the Guaranty set forth
in Article VIII) shall cease to be valid and enforceable against the Loan Parties (except to the extent it is terminated in accordance with its terms) or a Loan Party shall so assert in writing; 

then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by
notice to the Borrowers, declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the
Borrowers, declare the Advances, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrowers; provided, however, that in the event of an Event of Default under Section 6.01(e), (A) the Commitment
of each Lender shall automatically be terminated and (B) the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are
hereby expressly waived by the Borrowers. 
 ARTICLE VII 

THE AGENTS 

SECTION 7.01 Authorization and Action. Each of the Lenders hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act
on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms


  
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hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders
and neither the Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other
similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom,
and is intended to create or reflect only an administrative relationship between contracting parties. 
 SECTION 7.02
Administrative Agent Individually. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender, as any other Lender and may exercise the same as though it were not the
Administrative Agent and the term “Lender” or “Lenders” as applicable, shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its
individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any
Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders. 

SECTION 7.03 Duties of Administrative Agent; Exculpatory Provisions. The Administrative Agent shall have no duties or
obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent: 

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is
continuing; 
 (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as
shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or
termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and 
 (c) shall not, except as
expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of its Affiliates that is communicated to or obtained by the
Person serving as the Administrative Agent or any of its Affiliates in any capacity. 
 The Administrative Agent shall not
be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good
faith 

  
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shall be necessary, under the circumstances as provided in Sections 6.01 and 9.01) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of
competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall not be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the
Borrowers or a Lender. 
 The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection
herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent. 
 SECTION 7.04 Reliance by Administrative Agent. The
Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or
intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person or Persons (including, for the avoidance of doubt, in connection with the Administrative
Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page). The Administrative Agent also may rely upon any statement made to
it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of an Advance that by its terms must be
fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of
such Advance. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance
with the advice of any such counsel, accountants or experts. 
 SECTION 7.05 Delegation of Duties. The Administrative
Agent may perform any and all of its duties and exercise its rights and powers hereunder or any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The
Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article
shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any
sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the
selection of such sub-agents. 

  
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 SECTION 7.06 Resignation of Administrative Agent. (a) The
Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to
appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted
such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring
Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become
effective in accordance with such notice on the Resignation Effective Date. 
 (b) If the Person serving as Administrative
Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrowers and such Person remove such Person as Administrative Agent
and, in consultation with the Borrowers, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required
Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. 

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or
removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent,
all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative
Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or
removed) Administrative Agent (other than as provided in Section 2.16(l) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal
Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this
Section). The fees payable by each Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between such Borrower and such successor. After the retiring or removed Administrative
Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article VII and Section 9.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent. 

SECTION 7.07 Non-Reliance on Administrative Agent and Other Lenders. Each
Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial 

  
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lending facility, (ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender in the ordinary
course of business, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument (and each Lender agrees not to assert a claim in contravention of the foregoing), (iii) it has, independently and without reliance
upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and (iv) it is
sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to
make, acquire and/or hold such commercial loans or to provide such other facilities. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and
based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any
document furnished hereunder or thereunder. 
 SECTION 7.08 Other Agents. None of the Lenders identified on the
facing page or signature pages of this Agreement as an “arranger”, “book runner”, “syndication agent”, “documentation agent” or “senior managing agent” shall have any right, power, obligation,
liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders so identified shall have or be deemed to have any fiduciary relationship with any Lender.
Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders so identified in deciding to enter into this Agreement or in taking or not taking action hereunder. 

SECTION 7.09 Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person
became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and Joint Lead Arrangers and
their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of any Loan Party, that at least one of the following is and will be true: 

(i) such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one
or more benefit plans in connection with the Advances or the Commitments; 
 (ii) the transaction exemption
set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60
(a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Advances or the Commitments and this Agreement, and the


  
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conditions for exemptive relief thereunder are and will continue to be satisfied in connection therewith; 

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager”
(within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the
Advances or the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Advances or the Commitments and this Agreement satisfies the requirements of
sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I or PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Advances or the Commitments and this Agreement, or; 

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative
Agent, in its sole discretion, and such Lender. 
 (b) In addition, unless sub-clause
(i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has provided another representation, warranty and covenant as provided in sub-clause (iv) in the
immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such
Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and Joint Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of any Loan Party, that none of the
Administrative Agent or any Joint Lead Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under
this Agreement, any Loan Document or any documents related to hereto or thereto). 
 ARTICLE VIII 

GUARANTY 

SECTION 8.01 Guaranty. Subject to Section 5.01(h)(y), each Guarantor, on a joint and several basis,
absolutely, unconditionally and irrevocably guarantees to the Administrative Agent for the ratable benefit of the Lender Parties (defined below) (the “Guaranty”), as a guarantee of payment and not merely as a guarantee of
collection, prompt payment when due, whether at stated maturity, upon acceleration, demand or otherwise, and at all times thereafter, of all existing and future indebtedness and liabilities, whether for principal, interest (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or similar proceeding, regardless of whether allowed or allowable in such proceeding), premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise,
direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, of the Reporting Entity and Borrowers to the Lenders and the Administrative Agent (collectively, the “Lender Parties”) arising under
this Agreement or any other Loan Document, including all renewals, extensions and modifications thereof (collectively, the “Guaranteed Obligations”). This Guaranty shall not be affected by the genuineness, validity, regularity or
enforceability of the Guaranteed Obligations or any instrument or agreement 

  
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evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed
Obligations which might otherwise constitute a defense to the obligations of the Guarantor under this Guaranty (other than payment in full in cash). 

SECTION 8.02 No Termination. Except as permitted under Section 8.08, this Guaranty is a continuing and irrevocable
guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations (other than contingent indemnification obligations not yet due and payable) and any other amounts payable
under this Guaranty are indefeasibly paid and performed in full and the Commitments have terminated. 
 SECTION 8.03
Waiver by the Guarantors. Each Guarantor waives notice of the acceptance of this Guaranty and of the extension or continuation of the Guaranteed Obligations or any part thereof. Each Guarantor further waives presentment, protest, notice,
dishonor or default, demand for payment and any other notices to which the Guarantor might otherwise be entitled other than any notice required hereunder. 

SECTION 8.04 Subrogation. No Guarantor shall exercise any right of subrogation, reimbursement, exoneration,
indemnification or contribution, any right to participate in any claim or remedy of the Lender Parties or any similar right with respect to any payment it makes under this Guaranty with respect to the Guaranteed Obligations until all of the
Guaranteed Obligations (other than contingent indemnification obligations not yet due and payable) have been paid in full in cash and the Commitments have terminated. If any amount is paid to the Guarantor in violation of the foregoing limitation,
then such amounts shall be held in trust for the benefit of the Lender Parties and shall forthwith be paid to the Lender Parties to reduce the amount of the Guaranteed Obligations, whether matured or unmatured. 

SECTION 8.05 Waiver of Defenses. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and
unconditional irrespective of, and to the extent not prohibited by applicable law, the Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: 

(a) any lack of validity or enforceability against the Borrowers of this Agreement or any agreement or other instrument
relating thereto; 
 (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the
Guaranteed Obligations or any other obligation of the Borrowers under or in respect of this Agreement or any other amendment or waiver of or any consent to departure from this Agreement, including, without limitation, any increase in the Guaranteed
Obligations resulting from the extension of additional credit to the Borrowers or any other member of the Consolidated Group or otherwise; 

(c) any taking, exchange, release or non-perfection of any collateral or any taking,
release or amendment or waiver of, or consent to departure from, any other guaranty for all or any of the Guaranteed Obligations; 

  
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 (d) any manner of application of collateral, if any, or assets, or proceeds
thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral or other assets for all or any of the Guaranteed Obligations; 

(e) any change, restructuring or termination of the corporate structure or existence of a Borrower or other member of the
Consolidated Group; 
 (f) any failure of the Administrative Agent or any Lender to disclose to a Guarantor any information
relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrowers now or hereafter known to the Administrative Agent or such Lender (each Guarantor waiving any duty on the part of the
Administrative Agent and the Lenders to disclose such information); 
 (g) the release or reduction of liability of any other
Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or 
 (h) any other circumstance
(including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any Lender that might otherwise constitute a defense available to, or a discharge of, a Borrower, any
Guarantor or any other guarantor or surety (other than defense of payment in full in cash). 
 This Guaranty shall continue
to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or any other Person upon the insolvency, bankruptcy or
reorganization of a Borrower or any other Loan Party or otherwise, all as though such payment had not been made. 
 SECTION
8.06 Exhaustion of Other Remedies Not Required. The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety. Each Guarantor waives diligence by the Lender Parties and action on delinquency in respect of
the Guaranteed Obligations or any part thereof, including, without limitation, any provision of law requiring the Lender Parties to exhaust any right or remedy or to take any action against a Borrower, any other guarantor or any other Person or
property before enforcing this Guaranty against such Guarantor. 
 SECTION 8.07 Stay of Acceleration. If acceleration
of the time for payment of any of the Guaranteed Obligations is stayed, upon any action or proceeding, of a Borrower or any other Person, or otherwise, all such amounts shall nonetheless be payable by the Guarantors immediately upon demand by the
Administrative Agent as and to the extent that the Administrative Agent has the right to demand such amounts pursuant to Section 6.01 hereof. 

SECTION 8.08 Release of Guarantees. 

(a) If after the Closing Date, the Reporting Entity receives a credit rating of Baa3 or higher by Moody’s (with stable or
better outlook) and BBB- or higher by Standard and Poor’s (with stable or better outlook) at any time, each Guarantor (other than STERIS Corporation, STERIS Limited and the Reporting Entity) shall
automatically without delivery of any instrument or performance of any act by any party be released from this Guaranty (for so long as such ratings are maintained at such levels or higher) except to the extent that any such entity remains an obligor
in respect of any Existing STERIS Notes, the Existing Credit Agreement or other Material 

  
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Indebtedness, in which case the Guaranty of such entity shall remain in effect until such indebtedness is repaid or such entity shall cease to be a guarantor thereof. 

(b) A Guarantor (other than STERIS Corporation, STERIS Limited and the Reporting Entity) shall automatically without delivery
of any instrument or performance of any act by any party be released from its obligations hereunder (i) upon the consummation of any transaction permitted by this Agreement as a result of which such Guarantor ceases to be a Subsidiary of the
Reporting Entity, or (ii) at such time that such Guarantor is no longer (x) a Material Subsidiary of STERIS Corporation that is a Domestic Subsidiary, (y) a Material Subsidiary of Synergy that is organized under the laws of England
and Wales (or in the case of Synergy itself, no longer a Material Subsidiary that is organized under the laws of England and Wales) or (z) a Material Subsidiary of the Reporting Entity and a direct or indirect parent of STERIS Corporation that
is organized under the laws of the Republic of Ireland or England and Wales; provided that if the Reporting Entity desires such entity to remain a Guarantor, the Reporting Entity shall notify the Administrative Agent in writing and such
entity shall remain a Guarantor, or (iii) upon the occurrence of the applicable circumstances set forth in Section 5.01(h)(y), in which case the applicable guarantee will be void ab initio as set forth therein. 

(c) In connection with any release pursuant to this Section 8.08, the Administrative Agent shall execute and deliver to
any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such release. Any execution and delivery of documents pursuant to this Section 8.08 shall be without recourse to or warranty
by the Administrative Agent. 
 SECTION 8.09 Guaranty Limitations. Anything herein to the contrary notwithstanding,
the maximum liability of each Guarantor hereunder shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable foreign, federal and state bankruptcy, insolvency or receivership laws, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this guarantee and each Guarantor’s obligations hereunder. This Guaranty does not apply to any liability to the extent
that it would result in this Guaranty constituting unlawful financial assistance within the meaning of section 678 and 679 of the Companies Act 2006 or under section 82 of the Companies Act 2014 of Ireland (as the case may be) or constituting a
breach of section 239 of the Companies Act 2014 of Ireland and, with respect to any Person that becomes a Guarantor after the date of this Agreement, shall be subject to any limitations set forth in the joinder hereto pursuant to which such Person
shall become a Guarantor. 
 ARTICLE IX 

MISCELLANEOUS 

SECTION 9.01 Amendments, Etc. 

(a) Subject to Section 2.10(e) and (f), no amendment or waiver of any provision of this Agreement, nor consent to any
departure by a Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Loan Parties and acknowledged by the Administrative Agent, and then such waiver or consent shall be


  
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effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing, do any of the
following: 
 (i) waive any of the conditions specified in Section 3.01 unless signed by each Lender
directly and adversely affected thereby; 
 (ii) increase or extend the Commitments of any Lender or modify
the currency in which a Lender is required to make extensions of credit under this Agreement, unless signed by such Lender; 

(iii) reduce the principal of, or stated rate of interest on, the Advances, the stated rate at which any fees
hereunder are calculated, or any other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary to amend the definition of
“Default Interest” or to waive any obligation of a Borrower to pay Default Interest; 
 (iv)
postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, unless signed by each Lender directly and adversely affected thereby; 

(v) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances, or
the number of Lenders, that, in each case, shall be required for the Lenders or any of them to take any action hereunder, unless signed by all Lenders; 

(vi) amend this Section 9.01, unless signed by all Lenders; or 

(vii) release all or substantially all of the Guarantors from the Guaranty (except as contemplated by
Section 8.08) unless signed by all Lenders; 
 and provided, further, that no amendment, waiver or consent shall, unless
in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement. Notwithstanding the foregoing, the Administrative Agent
and the Borrowers may amend any Loan Document to correct any errors, mistakes, omissions, defects or inconsistencies, or to effect administrative changes that are not adverse to any Lender, and such amendment shall become effective without any
further consent of any other party to such Loan Document other than the Administrative Agent and the Borrowers. 
 (b) If, in
connection with any proposed amendment, waiver or consent requiring the consent of “all Lenders,” “each Lender” or “each Lender directly and adversely affected thereby,” the consent of the Required Lenders is obtained,
but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the
Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided that, concurrently with such replacement, (i) another bank or other entity (which is
reasonably satisfactory to the Borrowers and the Administrative Agent) shall agree, as of such date, to purchase at par for cash the Advances and other Obligations due to the Non-Consenting Lender pursuant to
an Assignment and Acceptance and to become a Lender for all purposes under this Agreement and to assume all 

  
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obligations of the Non-Consenting Lender to be terminated as of such date, and (ii) each Borrower shall pay to such
Non-Consenting Lender in same day funds on the day of such replacement all principal, interest, fees and other amounts then accrued but unpaid to such Non-Consenting
Lender by such Borrower to and including the date of termination. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the
Borrowers to require such assignment and delegation cease to apply. 
 SECTION 9.02 Notices, Etc. (a) All
notices and other communications provided for hereunder shall be in writing (including telecopier) and mailed (including email as permitted under Section 9.02(b)), telecopied or delivered, if to a Borrower or the Administrative Agent, to the
address, telecopier number or if applicable, electronic mail address, specified for such Person on Schedule II; or, as to a Borrower or the Administrative Agent, at such other address as shall be designated by such party in a written notice to the
other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to the Borrowers and the Administrative Agent. All such notices and communications shall, when mailed or telecopied, be
effective three Business Days after being deposited in the mails, postage prepaid, or upon confirmation of receipt (except that if electronic confirmation of receipt is received at a time that the recipient is not open for business, the applicable
notice or communication shall be effective at the opening of business on the next Business Day of the recipient), respectively, except that notices and communications to the Administrative Agent pursuant to Article II, III or VII shall not be
effective until received by the Administrative Agent. Delivery by telecopier or other electronic communication of an executed counterpart of any amendment or waiver of any provision of this Agreement or of any Exhibit hereto to be executed and
delivered hereunder shall be effective as delivery of a manually executed counterpart thereof. 
 (b) Electronic
Communications. Notices and other communications to the Borrowers, any other Loan Party and the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or
intranet websites) pursuant to procedures approved by the Reporting Entity (in the case of the Borrowers and other Loan Parties) and the Administrative Agent (in the case of the Lenders), provided that the foregoing shall not apply to notices
to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or any Borrower may, in its discretion,
agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. 

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to
have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its
e-mail 

  
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address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. 

(c) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT
WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH
THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrowers, any Lender or any other Person for losses,
claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of a Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Platform, except to the extent that such
losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided,
however, that in no event shall any Agent Party have any liability to the Borrowers, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). 

(d) Each Lender agrees that notice to it (as provided in the next sentence) specifying that any communication has been posted
to the Platform shall constitute effective delivery of such information, documents or other materials to such Lender for purposes of this Agreement. Each Lender agrees to notify the Administrative Agent from time to time to ensure that the
Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such
Lender. Furthermore, each Lender acknowledges that it will receive Borrower Materials that may contain material non-public information with respect to a Borrower or its securities for purposes of United States
federal or state securities laws. 
 (e) If any notice required under this Agreement is permitted to be made, and is made, by
telephone, actions taken or omitted to be taken in reliance thereon by the Administrative Agent or any Lender shall be binding upon the Borrowers notwithstanding any inconsistency between the notice provided by telephone and any subsequent
writing in confirmation thereof provided to the Administrative Agent or such Lender; provided that any such action taken or omitted to be taken by the Administrative Agent or such Lender shall have been in good faith and in accordance with the terms
of this Agreement. 
 (f) With respect to notices and other communications hereunder from a Borrower to any Lender, such
Borrower shall provide such notices and other communications to the Administrative Agent, and the Administrative Agent shall promptly deliver such notices and other communications to any such Lender in accordance with subsection (b) above or
otherwise. 

  
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 SECTION 9.03 No Waiver; Remedies. No failure on the part of any
Lender or the Administrative Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by applicable law. 

SECTION 9.04 Costs and Expenses. (a) The Reporting Entity agrees to pay, or cause to be paid, upon demand, all
reasonable and documented out-of-pocket costs and expenses of each Agent in connection with the preparation, execution, delivery, administration, modification and
amendment of this Agreement and the other documents to be delivered hereunder, including (i) all due diligence, syndication (including printing and distribution), duplication and messenger costs and (ii) the reasonable and documented fees
and expenses of a single primary counsel (and a local counsel in each relevant jurisdiction) for the Administrative Agent with respect thereto and with respect to advising the Agents as to their respective rights and responsibilities under this
Agreement. The Reporting Entity further agrees to pay, or cause to be paid, upon demand, all reasonable and documented out-of-pocket costs and expenses of the Agents and
the Lenders, if any, in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other documents to be delivered hereunder, including, without limitation, reasonable and documented fees
and expenses of a single primary counsel and an additional single local counsel in any local jurisdictions for the Agents and the Lenders and, in the case of an actual or perceived conflict of interest where the Administrative Agent notifies the
Borrowers of the existence of such conflict, one additional counsel, in connection with the enforcement of rights under this Agreement. 

(b) The Reporting Entity agrees to, and to cause the applicable Borrowers to, indemnify and hold harmless each Agent and Lender
and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses, penalties, liabilities and expenses
(provided that the obligations of each Borrower and the Reporting Entity to the Indemnified Parties in respect of fees and expenses of counsel shall be limited to the reasonable fees and expenses of one counsel for all Indemnified Parties,
taken together (and, if reasonably necessary, one local counsel in any relevant jurisdiction) and, solely in the case of an actual or potential conflict of interest, of one additional counsel for all Indemnified Parties, taken together (and, if
reasonably necessary, one local counsel in any relevant jurisdiction) (all such claims, damages, losses, penalties, liabilities and reasonable expenses being, collectively, the “Losses”)) that may be incurred by or asserted or
awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of, or in connection with the preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection
with (i) this Agreement, any of the transactions contemplated hereby or the actual or proposed use of the proceeds of the Advances or (ii) the actual or alleged presence of Hazardous Materials on any property of the Consolidated Group or
any Environmental Action relating in any way to the Consolidated Group, in each case whether or not such investigation, litigation or proceeding is brought by the Borrowers, their directors, shareholders or creditors or an Indemnified Party or any
other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated, except to the extent Losses (A) are found in a final, nonappealable judgment by a court of competent
jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Party or any of its Affiliates (including any material breach of its 

  
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obligations under this Agreement), (B) result from any dispute between an Indemnified Party and one or more other Indemnified Parties (other than against an Agent or Joint Lead Arranger acting in
such a role) or (C) result from the claims of one or more Lenders solely against one or more other Lenders (and not claims by one or more Lenders against any Agent acting in its capacity as such except, in the case of Losses incurred by any
Agent or any Lender as a result of such claims, to the extent such Losses are found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, bad faith or willful
misconduct (including any material breach of its obligations under this Agreement)) not attributable to any actions of a member of the Consolidated Group and for which the members of the Consolidated Group otherwise have no liability. The Borrowers
further agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Borrowers or any of their shareholders or creditors for or in connection with this Agreement or any of the
transactions contemplated hereby or the actual or proposed use of the proceeds of the Advances, except to the extent such liability is found in a final nonappealable judgment by a court of competent jurisdiction to have resulted from such
Indemnified Party’s gross negligence, bad faith or willful misconduct (including any material breach of its obligations under this Agreement). In no event, however, shall any Indemnified Party be liable on any theory of liability for any
special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). Notwithstanding the foregoing, this Section 9.04(b) shall not apply with respect to Taxes other than any
Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. 

(c) If any payment of principal of, or Conversion of, any Eurocurrency Rate Advance is made by a Borrower to or for the account
of a Lender other than on the last day of the Interest Period for such Advance, as a result of (i) a payment or Conversion pursuant to Section 2.08, 2.10(e), 2.12 or 2.14, (ii) acceleration of the maturity of the Advances pursuant to
Section 6.01, (iii) a payment by an assignee to any Lender other than on the last day of the Interest Period for such Advance upon an assignment of the rights and obligations of such Lender under this Agreement pursuant to Section 9.07 as
a result of a demand by such Borrower pursuant to Section 9.07(b) or (iv) for any other reason, such Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for
the account of such Lender any amounts required to compensate such Lender for any additional reasonable losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion or as a result of any inability to Convert or
exchange in the case of Section 2.10 or 2.14, including, without limitation, any reasonable loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired
by any Lender to fund or maintain such Advance. 
 (d) Without prejudice to the survival of any other agreement of the
Borrowers hereunder, the agreements and obligations of each Borrower contained in Sections 2.13, 2.16 and 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder. 

SECTION 9.05 Right of Setoff. Upon (a) the occurrence and during the continuance of any Event of Default and
(b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Advances due and payable pursuant to the provisions of Section 6.01, each Lender and each of
its Affiliates is hereby 

  
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authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the applicable Borrower against any and all of the obligations of such Borrower now or hereafter existing under
this Agreement, whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. Each Lender agrees promptly to notify such Borrower after any such setoff and application is made by such
Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender and their Affiliates under this Section 9.05 are in addition to other rights and
remedies (including, without limitation, other rights of setoff) that such Lender and their Affiliates may have. 
 SECTION
9.06 Binding Effect. This Agreement became effective on the Closing Date and, thereafter, has been and shall continue to be binding upon and inure to the benefit of, and be enforceable by, the Loan Parties, the Administrative Agent and each
Lender and their respective successors and permitted assigns, except that the Loan Parties shall have no right to assign their rights hereunder or any interest herein without the prior written consent of each Lender, and any purported assignment
without such consent shall be null and void. 
 SECTION 9.07 Assignments and Participations. 

(a) Each Lender may, with the consent of (x) the Borrowers, such consent not to be unreasonably withheld or delayed and
(y) the Administrative Agent, which consent shall not be unreasonably withheld or delayed, assign to one or more Persons (other than natural persons, Defaulting Lenders, or the Reporting Entity or its Affiliates) all or a portion of its
rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or the Advances owing to it); provided that (A) the consent of the Borrowers shall not be required while an Event of Default
has occurred and is continuing, (B) the consent of the Borrowers shall be deemed given if the Borrowers shall not have objected within 10 Business Days following receipt of written notice of such proposed assignment, and (C) in the
case of an assignment to any other Lender or an Affiliate of any Lender, no such consent shall be required from (x) the Administrative Agent or (y) the Borrowers with respect to assignments by any Lender to its Affiliate or to another Lender,
provided that in each such case prior notice thereof shall have been given to the Borrowers and the Administrative Agent. 

(b) Upon demand by the Borrowers (with a copy of such demand to the Administrative Agent) (w) any Defaulting Lender,
(x) any Lender that has made a demand for payment pursuant to Section 2.13 or 2.16, (y) any Lender that has asserted pursuant to Section 2.10(b) or 2.14 that it is impracticable or unlawful for such Lender to make Eurocurrency Rate
Advances or (z) any Lender that fails to consent to an amendment or waiver hereunder for which consent of all Lenders (or all affected Lenders) is required and as to which the Required Lenders shall have given their consent, will assign to one
or more Persons designated by the Borrowers all of its rights and obligations under this Agreement (including, without limitation, all of its Commitment or the Advances owing to it). 

(c) In each such case, 

  
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 (A) each such assignment shall be of a constant, and not a
varying, percentage of all rights and obligations under this Agreement; 
 (B) except in the case of an
assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment or Advances of the assigning Lender being assigned
pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, unless otherwise agreed
by the Borrowers and the Administrative Agent; 
 (C) [Reserved]; 

(D) each such assignment made as a result of a demand by the Borrowers pursuant to Section 9.07(b) shall
be arranged by the Borrowers with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an
assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that, in the aggregate, cover all of the rights and obligations of the assigning Lender under this Agreement; 

(E) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrowers pursuant
to Section 9.07(b), (1) so long as a Default shall have occurred and be continuing and (2) unless and until such Lender shall have received one or more payments from one or more assignees in an aggregate amount at least equal to the
aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount, and from the Reporting Entity or one or more assignees in an aggregate amount equal
to all other amounts accrued to such Lender under this Agreement (including, without limitation, any amounts owing under Section 2.13, 2.16 or 9.04(c)) and (3) unless and until the Reporting Entity shall have paid (or caused to be
paid) to the Administrative Agent a processing and recordation fee of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any
assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and 

(F) the parties to each such assignment (other than, except in the case of a demand by the Borrowers pursuant
to Section 9.07(b), the Borrowers) shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance and, if such assignment does not occur as a result of a demand by
the Borrowers pursuant to Section 9.07(b) (in which case the Reporting Entity shall pay or cause to be paid the fee required by subclause (E)(3) of Section 9.07(c)), a processing and recordation fee of $3,500; provided, however,
that the Administrative Agent may, in its sole discretion, elect 

  
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to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

 (d) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each
Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a
Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations
under this Agreement, except that such assigning Lender shall continue to be entitled to the benefit of Sections 9.04(a) and (b) with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder (and,
in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). 

(e) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder
confirm to and agree with each other and the other parties hereto as follows: 
 (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; 

(ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to
the financial condition of the Borrowers or the performance or observance by the Borrowers of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; 

(iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the
financial statements referred to in Section 4.01(e) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; 

(iv) such assignee will, independently and without reliance upon any Agent, such assigning Lender or any other
Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; 

(v) [Reserved]; 

(vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and 

  
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 (vii) such assignee agrees that it will perform in
accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender. 

(f) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, the Administrative Agent
shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give
prompt notice thereof to the Borrowers. 
 (g) The Administrative Agent, acting solely for this purpose as the agent of the
Borrowers, shall maintain at its address referred to in Section 9.02(a) a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitments
and Advances of, and principal amount (and stated interest) of the Advances owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent demonstrable
error, and the Borrowers, the Agents and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers or any
Lender at any reasonable time and from time to time upon reasonable prior notice. 
 (h) Each Lender may sell participations
to one or more banks or other entities (other than the Borrowers or any of their Affiliates, any Defaulting Lender or any natural person) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation,
all or a portion of its Commitment and the Advances owing to it) without the consent of the Administrative Agent or the Borrowers; provided, however, that: 

(i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment) shall
remain unchanged; 
 (ii) such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations; 
 (iii) such Lender shall remain the Lender of any such Advance for all
purposes of this Agreement; 
 (iv) the Borrowers, the Agents and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement; and 

(v) no participant under any such participation shall have any right to approve any amendment or waiver of any
provision of this Agreement, or any consent to any departure by the Borrowers herefrom or therefrom, except as to matters requiring the approval of all the Lenders pursuant to Section 9.01. 

Each Lender shall promptly notify the Borrowers after any sale of a participation by such Lender pursuant to this
Section 9.07(h); provided that the failure of such Lender to give notice to 

  
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the Borrowers as provided herein shall not affect the validity of such participation or impose any obligations on such Lender or the applicable participant. 

Each Lender that sells a participation shall, acting solely for this purpose as a
non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the
Advances or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any
participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish
that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be
conclusive absent demonstrable error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For
the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 

(i) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this
Section 9.07, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrowers furnished to such Lender by or on behalf of the Borrowers; provided that, prior to any such
disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Information relating to the Borrowers received by it from such Lender as more fully set forth in Section 9.08 and
subject to the requirements of Section 9.08 (it being understood that, notwithstanding anything to the contrary set forth in such agreement, the Borrowers shall be third party beneficiaries of such agreement). 

(j) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in
all or any portion of its rights under this Agreement (including, without limitation and the Advances owing to it) to secure obligations of such Lender, including, without limitation, any pledge or assignment to secure obligations in favor of any
Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or any central bank having jurisdiction over such Lender. 

SECTION 9.08 Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective managers, administrators, trustees, partners, directors, officers, employees, agents, advisors
and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any
regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process (provided that the Administrative Agent or Lender, as applicable, agrees that it will, to the extent practicable and other than with respect to any audit or 

  
 94 













 
examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, notify the Borrowers promptly thereof, unless such
notification is prohibited by law, rule or regulation), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or any action or proceeding relating to this Agreement or the enforcement of rights hereunder
or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations
under this Agreement or (ii) any actual or prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap or derivative or similar transaction
under which payments are to be made by reference to the Borrowers and their obligations, this Agreement or payments hereunder, (iii) any rating agency, or (iv) the CUSIP Service Bureau or any similar organization, (g) with the consent
of the Borrowers, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender or any of their respective
Affiliates on a non-confidential basis from a source other than the Borrowers or (i) with respect to the existence of this Agreement and information about this Agreement, to market data collectors,
similar service providers to the lending industry and service providers to the Administrative Agent or any Lender in connection with the administration of this Agreement, the other Loan Documents, and the Commitments and Advances. 

For purposes of this Section, “Information” means this Agreement and the other Loan Documents and all
information received from the Consolidated Group relating to the Consolidated Group or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by the Consolidated Group. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information but in any case reasonable care. 

SECTION 9.09 [Reserved]. 

SECTION 9.10 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the
State of New York. 
 SECTION 9.11 Execution in Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart
of a signature page to (x) this Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to
Section 9.02), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an
Electronic Signature transmitted by telecopier, facsimile or in a pdf or similar file shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable;
provided, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on


  
 95 













 
such Electronic Signature purportedly given by or on behalf of any Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or
form of any such Electronic Signature and (ii) upon the reasonable request of the Administrative Agent, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing,
each Borrower and each Loan Party hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative
Agent, the Lenders, and the Borrowers and the other Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of
this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) each other party hereto may, at its option, create one or more copies of this
Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document
(and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity
or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with
respect to any signature pages thereto and (iv) waives any claim against any other party hereto or any Related Party of any such Person for any losses, claims (including intraparty claims), demands, damages, penalties or liabilities of any kind
arising solely from reliance by any party hereto on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page, including any losses,
claims (including intraparty claims), demands, damages, penalties or liabilities of any kind arising as a result of the failure of any Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery
or transmission of any Electronic Signature. 
 SECTION 9.12 Jurisdiction, Etc. (a) Each of the parties
hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any federal court of the United States of the Southern District of New York sitting in the city of New York in the Borough of
Manhattan (or in the event such courts lack subject matter jurisdiction, any New York State court sitting in the city of New York in the Borough of Manhattan), and any appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in
any such court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 

(b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York State or federal court. Each of the parties hereto hereby irrevocably waives,
to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

  
 96 













 (c) Each party to this Agreement irrevocably consents to service of process
in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. The Loan Parties hereby appoint STERIS Corporation, 5960
Heisley Road, Mentor, Ohio 44060-1834, or should it subsequently have its principal place of business in The City of New York, at such principal place of business, as their agent for service of process, and agree that service of any process,
summons, notice or document by hand delivery or registered mail upon such agent shall be effective service of process for any suit, action or proceeding brought in any court referenced in Section 9.12(b). 

SECTION 9.13 Patriot Act Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender)
hereby notifies the Loan Parties that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties and
other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Loan Parties in accordance with the Patriot Act. The Loan Parties shall provide, to the extent commercially reasonable, such information and
take such actions as are reasonably requested by the Administrative Agent or any Lenders in order to assist the Administrative Agent and the Lenders in maintaining compliance with the Patriot Act. 

SECTION 9.14 No Advisory or Fiduciary Responsibility. In its capacity as an Agent or a Lender, (a) no Agent or
Lender has any responsibility except as set forth herein and (b) no Agent or Lender shall be subject to any fiduciary duties or other implied duties (to the extent permitted by law to be waived). Each of the Borrowers agrees that it will not
take any position or bring any claim against any Agent or any Lender that is contrary to the preceding sentence. 
 In
connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof), the Borrowers acknowledge and agree that: (i) the arranging and other services regarding this
Agreement provided by the Agents and the Lenders are arm’s-length commercial transactions between the Borrowers and their Affiliates, on the one hand, and the Agents and the Lenders, on the other hand;
(ii) each Agent and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor or agent for the Borrowers or any of
their Affiliates, or any other Person; and (iii) the Agents, the Lenders and each of their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers and their
Affiliates, and no Agent or Lender has any obligation to disclose any of such interests to the Borrowers or their Affiliates. 

SECTION 9.15 Waiver of Jury Trial. Each of the parties hereto hereby irrevocably waives all right to trial by jury in
any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of the parties hereto in the negotiation, administration, performance or enforcement thereof. 

SECTION 9.16 Conversion of Currencies. If, for the purpose of obtaining judgment in any court, it is necessary to
convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in
the 

  
 97 













 
relevant jurisdiction the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given. 

The obligations of the Loan Parties in respect of any sum due to any party hereto or any holder of the obligations owing
hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement
Currency”), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking
procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, each
Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss with respect to such Borrower. The obligations of each Borrower contained in this Section 9.16 shall survive
the termination of this Agreement and the payment of all other amounts owing hereunder. 
 SECTION 9.17
[Reserved]. 
 SECTION 9.18 Acknowledgement and Consent to Bail-In
of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any of the parties hereto, each party hereto (for purposes of this
Section 9.18, the “Acknowledging Party”) acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to
the Write-Down and Conversion Powers of the applicable Resolution Authority, and each Acknowledging Party agrees and consents to, and acknowledges and agrees to be bound by: 

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities
arising hereunder which may be payable to the Acknowledging Party by any party hereto that is an Affected Financial Institution; and 

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

 (i) a reduction in full or in part or cancellation of any such liability; 

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such
Affected Financial Institution, its parent entity, or a bridge institution that may be issued to the Acknowledging Party or otherwise conferred on the Acknowledging Party, and that such shares or other instruments of ownership will be accepted by
the Acknowledging Party in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or 

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and
Conversion Powers of the applicable Resolution Authority. 
 [SIGNATURE PAGES FOLLOW] 

  
 98 













 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date first above written. 
  

					
	STERIS PLC, as a Borrower and as a Guarantor
		
	By:	 	              /s/ Michael J.
Tokich

		 	Name:	 	Michael J. Tokich
		 	Title:	 	Senior Vice President and Chief
		 		 	Financial Officer
	
	STERIS LIMITED, as a Borrower and as a Guarantor
		
	By:	 	              /s/ Michael J.
Tokich

		 	Name:	 	Michael J. Tokich
		 	Title:	 	Director
	
	STERIS CORPORATION, as a Borrower and as a Guarantor
		
	By:	 	              /s/ Michael J.
Tokich

		 	Name:	 	Michael J. Tokich
		 	Title:	 	Senior Vice President and Chief
		 		 	Financial Officer
	
	SYNERGY HEALTH LIMITED, as a Borrower and as a Guarantor
		
	By:	 	              /s/ Michael J.
Tokich

		 	Name:	 	Michael J. Tokich
		 	Title:	 	Director
	
	SOLAR NEW US HOLDING CO, LLC, as a Guarantor
		
	By:	 	              /s/ Michael J.
Tokich

		 	Name:	 	Michael J. Tokich
		 	Title:	 	President


 [Signature Page to Credit Agreement] 












 
					
	SOLAR NEW US PARENT CO, LLC, as a Guarantor
			
	By:	 		 	 /s/ Michael J. Tokich

		 	Name:	 	Michael J. Tokich
		 	Title:	 	President
	
	SOLAR US ACQUISITION CO, LLC, as a Guarantor
		
	By:	 	              /s/ Michael J.
Tokich

		 	Name:	 	Michael J. Tokich
		 	Title:	 	President
	
	AMERICAN STERILIZER COMPANY, as a Guarantor
		
	By:	 	              /s/ Michael J.
Tokich

		 	Name:	 	Michael J. Tokich
		 	Title:	 	President
	
	SYNERGY HEALTH US HOLDINGS, INC., as a Guarantor
		
	By:	 	              /s/ Michael J.
Tokich

		 	Name:	 	Michael J. Tokich
		 	Title:	 	President
	
	STERIS INC., as a Guarantor
		
	By:	 	              /s/ Michael J.
Tokich

		 	Name:	 	Michael J. Tokich
		 	Title:	 	President


 [Signature Page to Credit Agreement] 












 
					
	ISOMEDIX INC., as a Guarantor
		
	By:	 	              /s/ Michael J.
Tokich

		 	Name:	 	Michael J. Tokich
		 	Title:	 	President
	
	ISOMEDIX OPERATIONS INC., as a Guarantor
		
	By:	 	              /s/ Michael J.
Tokich

		 	Name:	 	Michael J. Tokich
		 	Title:	 	President
	
	STERIS INSTRUMENT MANAGEMENT SERVICES, INC., as a Guarantor
		
	By:	 	              /s/ Michael J.
Tokich

		 	Name:	 	Michael J. Tokich
		 	Title:	 	President
	
	STERIS EUROPE, INC., as a Guarantor
		
	By:	 	              /s/ Michael J.
Tokich

		 	Name:	 	Michael J. Tokich
		 	Title:	 	President
	
	UNITED STATES ENDOSCOPY GROUP, INC., as a Guarantor
		
	By:	 	              /s/ Michael J.
Tokich

		 	Name:	 	Michael J. Tokich
		 	Title:	 	President


 [Signature Page to Credit Agreement] 












 
					
	SYNERGY HEALTH HOLDINGS LIMITED, as a Guarantor
		
	By:	 	              /s/ Michael J.
Tokich

		 	Name:	 	Michael J. Tokich
		 	Title:	 	Director
	
	SYNERGY HEALTH STERILISATION UK LIMITED, as a Guarantor
		
	By:	 	              /s/ Michael J.
Tokich

		 	Name:	 	Michael J. Tokich
		 	Title:	 	Director
	
	SYNERGY HEALTH (UK) LIMITED, as a Guarantor
		
	By:	 	              /s/ Michael J.
Tokich

		 	Name:	 	Michael J. Tokich
		 	Title:	 	Director
	
	STERIS EMERALD IE LIMITED, as a Guarantor
		
	By:	 	              /s/ Michael J.
Tokich

		 	Name:	 	Michael J. Tokich
		 	Title:	 	Director


 [Signature Page to Credit Agreement] 












 
					
	JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender
		
	By:	 	              /s/ Stacey
Zoland

		 	Name:	 	Stacey Zoland
		 	Title:	 	Executive Director


 [Signature Page to Credit Agreement] 












 
					
	Bank of America, N.A., as a Lender
		
	By:	 	              /s/ H. Hope
Walker

		 	Name:	 	H. Hope Walker
		 	Title:	 	Senior Vice President


 [Signature Page to Credit Agreement] 












 
					
	PNC Bank, National Association, as a Lender
		
	By:	 	               /s/ Joseph
G. Moran

		 	Name:	 	Joseph G. Moran
		 	Title:	 	Senior Vice President


 [Signature Page to Credit Agreement] 












 
					
	Citibank, N.A., as a Lender
		
	By:	 	               /s/ Richard
Rivera

		 	Name:	 	Richard Rivera
		 	Title:	 	Vice President


 [Signature Page to Credit Agreement] 












 
					
	SUMITOMO MITSUI BANKING CORPORATION, as a Lender
		
	By:	 	               /s/ Michael
Maguire

		 	Name:	 	Michael Maguire
		 	Title:	 	Managing Director


 [Signature Page to Credit Agreement] 












 
					
	U.S. BANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	               /s/ Maria
Massimino

		 	Name:	 	Maria Massimino
		 	Title:	 	Senior Vice President


 [Signature Page to Credit Agreement] 












 
					
	DNB CAPITAL LLC, as a Lender
		
	By:	 	               /s/ Mita
Zalavadia

		 	Name:	 	Mita Zalavadia
		 	Title:	 	Assistant Vice President
		
	 By:
	 	
              /s/ Ahelia
Singh

		 	Name:	 	 Ahelia Singh

		 	Title:	 	Assistant Vice President


 [Signature Page to Credit Agreement] 












 
					
	Santander Bank N.A., as a Lender
		
	By:	 	               /s/ Irv
Roa

		 	Name:	 	Irv Roa
		 	Title:	 	Managing Director


 [Signature Page to Credit Agreement] 












 
					
	 HSBC Bank USA, N.A., as a Lender

		
	By:	 	               /s/ Shaun
Kleinman

		 	Name:	 	Shaun Kleinman
		 	Title:	 	Senior Vice President


 [Signature Page to Credit Agreement] 












 
					
	 Svenka Handelsbanken AB (publ), New York Branch, as a Lender

		
	By:	 	               /s/ Nancy D.
Albert

		 	Name:	 	Nancy D. Albert
		 	Title:	 	Vice President
		
	By:	 	               /s/ Anna
Gustafsson

		 	Name:	 	Anna Gustafsson
		 	Title:	 	Vice President


 [Signature Page to Credit Agreement] 












 Schedule I 

Commitments 
  

					
	 Name of Lender
	  	Commitment	 
	 JPMorgan Chase Bank, N.A.
	  	$	95,000,000.00	 
	 Bank of America, N.A.
	  	$	95,000,000.00	 
	 PNC Bank, National Association
	  	$	95,000,000.00	 
	 Citibank, N.A.
	  	$	70,000,000.00	 
	 Sumitomo Mitsui Banking Corporation
	  	$	55,000,000.00	 
	 U.S. Bank National Association
	  	$	35,000,000.00	 
	 DNB Capital LLC
	  	$	35,000,000.00	 
	 Santander Bank, N.A.
	  	$	35,000,000.00	 
	 HSBC Bank USA, National Association
	  	$	17,500,000.00	 
	 Svenska Handelsbanken AB (publ) New York Branch
	  	$	17,500,000.00	 

 Part I – Lenders (other than UK Non-Bank Lenders) 

[On file with STERIS Limited]. 

Part II – Lenders (UK Non-Bank Lenders) 

None. 












 Schedule II 

Administrative Agent’s Office; Certain Addresses for Notices 

If to the Borrowers: 
 Michael J. Tokich 

STERIS Corporation 
 5960 Heisley Road 

Mentor, Ohio 44060 
 Telephone: 440-392-7134 
 Facsimile:
440-350-7082 
 e-mail:
Mike_Tokich@steris.com 
 If to the Administrative Agent: 

JPMorgan Chase Bank, N.A., as Administrative Agent 
 500 Stanton
Christiana Rd, NCC5, Floor 01 
 Newark, DE 19713 
 Attn: Jane
Lesko 
 Telephone: 302-634-1704 

Telecopy: 201-244-3500 

e-mail: jane.lesko@jpmorgan.com 












 Schedule 4.01(f) 

Legal Proceedings 
 None. 












 Schedule 5.01(i) 

Affiliate Transactions 
 None.













 Schedule 5.02(a) 

Liens 
 None. 












 Schedule 5.02(e) 

Subsidiary Indebtedness 
 None.













 EXHIBIT A 

FORM OF NOTICE OF BORROWING 
 Date:
___________, _____ 
 To: JPMorgan Chase Bank, N.A., as Administrative Agent 

500 Stanton Christiana Rd, NCC5, Floor 01 
 Newark, DE 19713 

Attention: Jane Lesko 
 Telephone:
302-634-1704 
 Telecopy No.: 201-244-3500 
 Email: jane.lesko@jpmorgan.com 

Ladies and Gentlemen: 

Reference is made to that certain Term Loan Agreement, dated as of November 18, 2020 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among STERIS plc, STERIS Limited, Synergy Health Limited, STERIS Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, and the Guarantors and
Lenders from time to time party thereto. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. 

The Borrower executing this notice hereby requests a Borrowing in accordance with Section 2.02 of the Credit Agreement: 

 

	 	1.	 On
                                         
                                        (a Business
Day). 


  

	 	2.	 By ___________, the applicable Borrower.1.



  

	 	3.	 Type of Borrowing (Base Rate Advance or Eurocurrency Rate Advance):
                                         
                                        



  

	 	4.	 In the aggregate principal amount of
                                     . 



 

	 	5.	 Initial Interest Period (if a Eurocurrency Rate Advance):      months.2 


  

	1 	 NTD: Insert the identity of the applicable Borrower. 



	2 	 NTD: To be an Interest Period of one week or one, two, three or six months (in each case, subject to
availability), or such other period that is twelve months or less requested by the applicable Borrower and consented to by all the Lenders. 















	 	6.	 [The location and number of the applicable Borrower’s account to which the proceeds of the Borrowing
are to be disbursed has been previously provided to the Administrative Agent in writing and the Administrative Agent is authorized to send such proceeds to such account;] [The Borrower hereby designates the following account for the disbursement of
the proceeds of the Borrowing, and the Administrative Agent is authorized to send such proceeds to the following account and to disregard any previously provided account instructions when distributing the proceeds of this Borrowing:
________________] 


  

	 	7.	 If conditioned on the occurrence of any event, description of such event:
____________________________________________________ 


 [Signature Page Follows.] 

  
 2 













 IN WITNESS WHEREOF, the undersigned has caused this Notice of Borrowing to
be executed and delivered as of the date first above written. 
  

	
	 [STERIS plc]

	
	 [STERIS Limited]

	
	 [Synergy Health Limited]

	
	 [STERIS Corporation]3

	
	
By:                      
                                         
                 

	
	
Name:                      
                                         
             

	
	
Title:                      
                                         
                 



  
  

	3 	 NTD: Insert the name of the applicable Borrower. 



  
 3 













 EXHIBIT B 

FORM OF ASSIGNMENT AND ACCEPTANCE 

This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Assignment Date set forth below and is
entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit
Agreement defined below, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Acceptance as if set forth herein in full. 
 For an agreed consideration, [the][each] Assignor hereby irrevocably
sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Assignment Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as
a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal to the percentage interest[s] identified below of all the
outstanding rights and obligations of the Assignor under the facility identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its
capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered
pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in
equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and
(ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and
Acceptance, without representation or warranty by [the][any] Assignor. 
  

	1 	 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is
from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. 



	2 	 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to
a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language. 



	3 	 Select as appropriate. 



	4 	 Include bracketed language if there are either multiple Assignors or multiple Assignees.




  
 4 













 1. Assignor[s]: ______________________________ 

 

                    
                                         

[Assignor [is] [is not] a Defaulting Lender] 

2. Assignee[s]: ______________________________ 
  

                    
                                         

[for each Assignee, indicate [Affiliate] of [identify Lender]] 

3. Borrower(s): ______________________________ 

4. Administrative Agent: JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement 

5. Credit Agreement: Term Loan Agreement, dated as of November 18, 2020 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among STERIS plc, STERIS Limited, Synergy Health Limited, STERIS Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent and the Guarantors and the Lenders from
time to time party thereto. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. 

6. Assigned Interest[s]: 
  

																					
	
Assignor[s]5
	  	Assignee[s]6	 	  	Aggregate Amount
of Commitment /
Advances
for all Lenders7	 	  	Amount of
Commitment/
Advances
Assigned	 	  	Percentage
Assigned of
Commitment/
Advances8	 	  	CUSIP
Number	 
		  				  	$	________________	 	  	$	_________	 	  	 	____________%	 	  			
		  				  	$	________________	 	  	$	_________	 	  	 	____________%	 	  			
		  				  	$	________________	 	  	$	_________	 	  	 	____________%	 	  			

  
  
  

 
  

	5 	 List each Assignor, as appropriate. 



	6 	 List each Assignee and, if available, its market entity identifier, as appropriate. 



	7 	 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to
take into account any payments or prepayments made between the trade date and the Assignment Date. 



	8 	 Set forth, to at least 9 decimals, as a percentage of the Commitment/Advances of all Lenders thereunder.




  
 5 













 [7. Trade Date:
__________________]9 
 Assignment Date: __________________, 20__ [TO BE
INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE ASSIGNMENT DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 
  

 

	9 	 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be
determined as of the trade date. 



  
 6 













 The terms set forth in this Assignment and Acceptance are hereby agreed to: 

 

			
	 ASSIGNOR[S]10

	
	[NAME OF ASSIGNOR]
		
	 By:
	 	              

	 Name:

	 Title:

	
	[NAME OF ASSIGNOR]
		
	 By:
	 	      

	 Name:

	 Title:

	
	 ASSIGNEE[S]11

	
	[NAME OF ASSIGNEE]
		
	 By:
	 	      

	 Name:

	 Title:

	
	[NAME OF ASSIGNEE]
		
	 By:
	 	      

	 Name:

	 Title:



  
  

 

	10 	 Add additional signature blocks as needed. Include both fund/pension plan and manager making the trade (if
applicable). 



	11 	 Add additional signature blocks as needed. 



  
 7 














			
	 [Consented to and Accepted:

	
	 JPMORGAN CHASE BANK, N.A., as

	     Administrative Agent

		
	 By:
	 	              

	 Name:

	 Title:]12


  
  

	12 	 In the case of an assignment to any other Lender or an Affiliate of any Lender, no consent shall be required
from the Administrative Agent, provided that in each such case prior notice thereof shall have been given to the Borrowers and the Administrative Agent. 



  
 8 














			
	 [Consented to:

	
	 STERIS plc

		
	 By:
	 	              

	 Name:

	 Title:

	
	 STERIS Limited

		
	 By:
	 	  

	 Name:

	 Title:

	
	 Synergy Health Limited

		
	 By:
	 	  

	 Name:

	 Title:

	
	 STERIS Corporation

		
	 By:
	 	  

	 Name:

	 Title:]13


  
  

	13 	 (A) The consent of the Borrowers shall not be required while an Event of Default has occurred and is
continuing, (B) the consent of the Borrowers shall be deemed given if the Borrowers shall not have objected within 10 Business Days following receipt of written notice of such proposed assignment, and (C) in the case of an assignment to
any other Lender or an Affiliate of any Lender, no consent shall be required from the Borrowers with respect to assignments by any Lender to its Affiliate or to another Lender, provided that in each such case prior notice thereof shall have
been given to the Borrowers and the Administrative Agent. 



  
 9 













 Annex 1 

[___________________]14 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ACCEPTANCE 

1. Representations and Warranties. 

1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the financial condition of any Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by any Borrowers, any of their
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. 
 1.2.
Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 9.07 of the Credit Agreement (subject to such consents, if any, as may be
required under Section 9.07 of the Credit Agreement), (iii) from and after the Assignment Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the
relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the
Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the
opportunity to receive copies of the most recent financial statements delivered pursuant to Section 4.01(e) or 5.01(j) thereof, as applicable, and such other documents and information as it deems appropriate to make
its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase [the][such] Assigned Interest, (vi) the Loan Documents set forth the terms of a commercial lending facility, (vii) it is engaged in
making, acquiring or holding [the][such] Assigned Interest in the ordinary course of business, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument (and [the][each] Assignee agrees not to
assert a claim in contravention of the foregoing), (viii) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Assignment and Acceptance and to purchase [the][such] Assigned Interest, and (ix) if it is a foreign Lender, attached hereto is any 

 

	14 	 Describe Credit Agreement at option of Administrative Agent.




  
 10 













 
documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will,
independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 

2. UK Tax Matters.15 

2.1 The New Lender confirms, for the benefit of the Administrative Agent and without any liability to any Loan Party, that it
is: 
 (a) [a Qualifying Lender (other than a Treaty Lender);] 

(b) [a Treaty Lender;] 

(c) [not a Qualifying Lender].16 

2.2 [The New Lender confirms that the person beneficially entitled to interest payable to that Lender in respect of an advance
under a Loan Document is either: 
  

	 	(a)	 a company resident in the United Kingdom for United Kingdom tax purposes; 



 

	 	(b)	 a partnership each member of which is: 



 

	 	(i)	 a company so resident in the United Kingdom; or 



 

	 	(ii)	 a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a
permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance and falls to it by reason of Part 17 of the
CTA; or 


  

	 	(c)	 a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a
permanent establishment and which brings into account chargeable interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.]17 


  

	15 	 The following confirmations should be included, as applicable, in respect of the assignment of a loan made
to STERIS plc or any Borrower incorporated or resident for tax purposes in the United Kingdom. 



	16 	 Delete as applicable – each New Lender is required to confirm which of these three categories it falls
within. 



	17 	 Include if New Lender comes within paragraph (i)(2) of the definition of Qualifying Lender.




  
 11 













 2.3 [The New Lender confirms that it holds a passport under the HMRC DT
Treaty Passport scheme (reference number [    ]) and is tax resident in [    ]18, so that interest payable to it by borrowers is generally subject to the
full exception from UK withholding tax, and requests that the Borrower notify: 
  

	 	(a)	 each relevant Borrower which is a party as a Borrower as at the Transfer Date; and 



 

	 	(b)	 each relevant Borrower which becomes a Borrower after the Transfer Date, 



that it wishes that scheme to apply to the Credit Agreement.]19] 

3. Payments. From and after the Assignment Date, the Administrative Agent shall make all payments in respect of
[the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Assignment Date and to [the][the relevant]
Assignee for amounts which have accrued from and after the Assignment Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Assignment Date
to [the][the relevant] Assignee. 
 4. General Provisions. This Assignment and Acceptance shall be binding
upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed
counterpart of a signature page of this Assignment and Acceptance that is an Electronic Signature transmitted by telecopy, facsimile or in a pdf or similar file shall be effective as delivery of a manually executed counterpart of this Assignment and
Acceptance; provided, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent, each of the Lenders and each of the Borrowers shall be entitled to
rely on such Electronic Signature purportedly given by or on behalf of [the][each] Assignor, [the][each] Assignee or any other party without further verification thereof and without any obligation to review the appearance or form of
any such Electronic Signature and (ii) upon the reasonable request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the
foregoing, [the][each] Assignor, [the][each] Assignee and each party hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy
proceedings or litigation among the Administrative Agent, the Lenders, and the Borrowers and the other Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf or any other electronic means that reproduces an image of an actual
executed signature page and/or any electronic images of this Assignment and Acceptance shall have the same legal effect, validity and enforceability as any paper original, (ii) each other party hereto may, at its option, create one or more
copies of this Assignment and Acceptance in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper 

 

	18 	 Insert jurisdiction of tax residence. 



	19 	 Include if New Lender holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme to
apply to the Credit Agreement. 



  
 12 













 
document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any
argument, defense or right to contest the legal effect, validity or enforceability of this Assignment and Acceptance based solely on the lack of paper original copies of this Assignment and Acceptance, including with respect to any signature pages
thereto and (iv) waives any claim against any other party hereto or any Related Party of any such Person for any losses, claims (including intraparty claims), demands, damages, penalties or liabilities of any kind arising solely from reliance
by any party hereto on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page, including any losses, claims (including intraparty
claims), demands, damages, penalties or liabilities of any kind arising as a result of the failure of [the][each] Assignor or [the][each] Assignee to use any available security measures in connection with the execution, delivery or
transmission of any Electronic Signature. This Assignment and Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. 

  
 13 













 EXHIBIT C-1 

FORM OF 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Non-US Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

 Reference is hereby made to the Term Loan Agreement dated as of November 18, 2020 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among STERIS plc, STERIS Limited, Synergy Health Limited, STERIS Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, and each Lender and Guarantor from time
to time party thereto. 
 Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record and beneficial owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of
Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled
foreign corporation related to the applicable Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. 

The undersigned has furnished the Administrative Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate,
the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the
Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

 Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement. 
  

			
	 [NAME OF LENDER]

		
	 By:
	 	              

		 	 Name:

		 	 Title:


 Date: __________, 20[    ] 

  
 14 













 EXHIBIT C-2 

FORM OF 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Non-US Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

 Reference is hereby made to the Term Loan Agreement dated as of November 18, 2020 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among STERIS plc, STERIS Limited, Synergy Health Limited, STERIS Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, and each Lender and Guarantor from time
to time party thereto. 
 Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code,
(iii) it is not a ten percent shareholder of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the applicable Borrower as
described in Section 881(c)(3)(C) of the Internal Revenue Code. 
 The undersigned has furnished its participating
Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form
W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so
inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the
undersigned, or in either of the two calendar years preceding such payments. 
 Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
  

			
	 [NAME OF PARTICIPANT]

		
	 By:
	 	              

		 	 Name:

		 	 Title:


 Date: __________, 20[    ] 

  
 15 













 EXHIBIT C-3 

FORM OF 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Non-US Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Term Loan Agreement dated as of November 18, 2020 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among STERIS plc, STERIS Limited, Synergy Health Limited, STERIS Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, and each Lender and Guarantor from time to time
party thereto. 
 Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies
that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to
such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of
Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code
and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the applicable Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. 

The undersigned has furnished its participating Lender with IRS Form W-8IMY
accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the
information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either
the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them
in the Credit Agreement. 
  

			
	 [NAME OF PARTICIPANT]

		
	 By:
	 	              

		 	 Name:

		 	 Title:


 Date: __________, 20[    ] 

  
 16 













 EXHIBIT C-4 

FORM OF 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Non-US Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Term Loan Agreement dated as of November 18, 2020 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among STERIS plc, STERIS Limited, Synergy Health Limited, STERIS Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, and each Lender and Guarantor from time to time
party thereto. 
 Pursuant to the provisions of Section 2.16 of the Credit Agreement, the undersigned hereby certifies
that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of
such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect
partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or
indirect partners/members is a ten percent shareholder of the applicable Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign
corporation related to the applicable Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. 

The undersigned has furnished the Administrative Agent and the Borrowers with IRS Form
W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS
Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS
Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the
undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the
Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

 Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement. 

  
 17 














			
	 [NAME OF LENDER]

		
	 By:
	 	              

		 	 Name:

		 	 Title:


 Date: __________, 20[    ] 

  
 18 













 Exhibit D 

[FORM OF] GUARANTOR JOINDER AGREEMENT 

This Guarantor Joinder Agreement (this “Agreement”) dated as of [    ] is made by each of
the parties on Schedule I hereto (the “Additional Guarantors”), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders under the Credit
Agreement referred to below. 
 RECITALS 

WHEREAS, reference is made to the Term Loan Agreement dated as of November 18, 2020 (as amended, amended and restated,
supplemented or otherwise modified and in effect on the date hereof, the “Credit Agreement”), among STERIS plc, STERIS Limited, Synergy Health Limited, STERIS Corporation, as Borrowers, the Guarantors party thereto from time to
time, the Lenders parties thereto and the Administrative Agent. 
 WHEREAS, pursuant to the Credit Agreement, the Lenders
have severally agreed to make Advances to the Borrowers upon the terms and subject to the conditions set forth therein; 

WHEREAS, each Additional Guarantor is a wholly-owned Subsidiary of the Reporting Entity; 

WHEREAS, the proceeds of the Advances will be used in part to enable the Borrowers to make valuable transfers to the
Additional Guarantors in connection with the operation of their respective businesses; and 
 WHEREAS, each Additional
Guarantor acknowledges that it will derive a substantial direct or indirect benefit from the making of the Advances. 

Accordingly, the parties hereto agree as follows: 

Section 1. Definitions. Except as otherwise defined in this Agreement, terms defined in the Credit Agreement are
used herein as defined therein. 
 Section 2. Joinder. As of the date hereof, each Additional Guarantor hereby
agrees that it shall become a “Guarantor” under and for all purposes of the Credit Agreement with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby
expressly assumes all obligations and liabilities of a Guarantor under the Credit Agreement and the other Loan Documents, including those set forth in ARTICLE VIII of the Credit Agreement. 

Section 3. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the
State of New York. 
 Section 4. Execution in Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which 

  
 19 













 
when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this
Agreement that is an Electronic Signature transmitted by telecopier, facsimile or in a pdf or similar file shall be effective as delivery of a manually executed counterpart of this Agreement; provided, without limiting the foregoing,
(i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of any
Additional Guarantors without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the reasonable request of the Administrative Agent or any Lender, any
Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, each Additional Guarantors hereby (i) agrees that, for all purposes, including without limitation, in
connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, and the Borrowers and the other Loan Parties, Electronic Signatures transmitted by telecopy,
emailed pdf or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement shall have the same legal effect, validity and enforceability as any paper original,
(ii) each party hereto may, at its option, create one or more copies of this Agreement in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy
the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to
contest the legal effect, validity or enforceability of this Agreement based solely on the lack of paper original copies of this Agreement, including with respect to any signature pages thereto and (iv) waives any claim against any other party
hereto or any Related Party of any such Person for any losses, claims (including intraparty claims), demands, damages, penalties or liabilities of any kind arising solely from reliance by any party hereto on or use of Electronic Signatures and/or
transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any losses, claims (including intraparty claims), demands, damages, penalties or liabilities of any kind
arising as a result of the failure of any Additional Guarantors to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature. 

Section 5. Miscellaneous. This Agreement shall constitute a “Loan Document” for all purposes of the
Credit Agreement and the other Loan Documents. 
 [SIGNATURE PAGES FOLLOW] 

  
 20 













 IN WITNESS WHEREOF, the Additional Guarantors have caused this Guarantor
Joinder Agreement to be duly executed and delivered as of the day and year first above written. 
  

			
	 [             ]1

		
	 By:
	 	              

		 	 Name:

		 	 Title:



 Acknowledged: 

JPMORGAN CHASE BANK, N.A., as Administrative Agent 
  

			
	 By:
	 	              

		 	 Name:

		 	 Title:


  

	1 	 Insert applicable legal names 



[Guarantor Joinder Agreement] 












 Schedule I 

[            ]2 

 

	2 	 Insert applicable legal names 



  
 22