Amendment #4 to Credit Agreement, dated October 27, 2003



  
 Exhibit 10.2 
  
 AMENDMENT NO. 4 TO CREDIT AGREEMENT 
  
 This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”)
is made as of October 27, 2003, by and among STERIS CORPORATION, an Ohio corporation (“Borrower”), the lending institutions parties to the Credit Agreement, as hereinafter defined (“Lenders”), and KEYBANK NATIONAL
ASSOCIATION, as administrative agent for the Lenders (“Agent”). 
  
 RECITALS: 
  
 A. Borrower, Agent
and the Lenders are parties to the Credit Agreement, dated as of March 28, 2002 (as amended and as the same may from time to time be further amended, restated or otherwise modified, the “Credit Agreement”). 
  
 B. Borrower, Agent and the Lenders desire to further amend the Credit
Agreement to modify certain provisions thereof. 
  
 AGREEMENT:

  
 In consideration of the premises and mutual covenants herein
and for other valuable considerations, Borrower, Agent and the Lenders agree as follows: 
  
 Section 1. Definitions. Each capitalized term used herein shall be defined in accordance with the Credit Agreement. 
  
 Section 2. Amendment to Borrowing Covenant. Section 5.08(h)(i)(C) of the Credit Agreement is hereby amended and restated as follows: 
  
 (C) the covenants and agreements relating to the Indebtedness incurred
pursuant to such Debt Placement are (1) not more restrictive than the covenants and agreements set forth in this Agreement or (2) acceptable to Agent, in its sole discretion, 
  
 Section 3. Conditions Precedent. The amendments set forth in this Amendment shall become effective as of the date
hereof if on or after the date hereof the following conditions precedent shall have been satisfied: 
  
 (a) Borrower, Agent and the Required Lenders shall have executed this Amendment, and counterparts hereof as so executed shall have been delivered to
Agent; 
  
 (b) each Guarantor of Payment shall have consented and
agreed to this Amendment; and 
  
 (c) Borrower shall have provided
such other items and shall have satisfied such other conditions as may be reasonably required by Agent and the Lenders. 
  
 Section 4. Representations and Warranties. Borrower hereby represents and warrants to Agent and the Lenders that (a) Borrower has the legal power
and authority to execute and deliver this Amendment; (b) the officials executing this Amendment have been duly authorized to execute and deliver the same and bind Borrower with respect to the provisions hereof; (c) the execution and delivery hereof
by Borrower and the performance and observance by Borrower of the provisions hereof do not violate or conflict with the organizational agreements of Borrower or any law applicable to Borrower or result in a breach of any provision of or constitute a
default under any other agreement, instrument or document binding upon or enforceable against Borrower; (d) no Default or Event of Default exists under the Credit Agreement, nor will any occur immediately after the execution and delivery of this
Amendment or by the performance or observance of any provision hereof; and (e) this Amendment constitutes a valid and binding obligation of Borrower in every respect, enforceable in accordance with its terms. 
  
 Section 5. Credit Agreement Unaffected. Each reference that is made in
the Credit Agreement or any other writing to the Credit Agreement shall hereafter be construed as a reference to the Credit Agreement as amended hereby. Except as herein otherwise specifically provided, all provisions of the Credit Agreement shall
remain in full force and effect and be unaffected hereby. 
  









 Section 6. Counterparts This Amendment may be executed in any number of counterparts, by different
parties hereto in separate counterparts and by facsimile signature, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. 
  
 Section 7. Governing Law. The rights and obligations of all parties
hereto shall be governed by the laws of the State of Ohio, without regard to principles of conflicts of laws. 
  
 Section 8. JURY TRIAL WAIVER. BORROWER, AGENT, THE LENDERS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE LENDERS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH
THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. 
  
 [Remainder of page intentionally left blank.] 
  









 IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date first above
written. 
  

			
	STERIS CORPORATION 
		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

			
	KEYBANK NATIONAL ASSOCIATION, as Agent and as a Lender
		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

			
	LASALLE BANK NATIONAL ASSOCIATION 
		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

			
	HARRIS TRUST AND SAVINGS BANK 
		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

			
	NATIONAL CITY BANK 
		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

			
	THE BANK OF NEW YORK 
		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

			
	PNC BANK, NATIONAL ASSOCIATION 
		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

			
	BANK ONE, NA 
		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  










			
	U.S. BANK NATIONAL ASSOCIATION 
		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

			
	FLEET NATIONAL BANK 
		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

			
	FIRSTMERIT BANK, N.A. 
		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	



  









 GUARANTOR ACKNOWLEDGMENT AND AGREEMENT 
  
 Each of the undersigned (collectively, the “Guarantors” and,
individually, each a “Guarantor”) consents and agrees to and acknowledges the terms of Amendment No. 3 to Credit Agreement, dated as of October 27, 2003 (the “Amendment”). Each Guarantor specifically acknowledges
the terms of and consents to the waivers set forth in the Amendment. Each Guarantor further agrees that its obligations pursuant to the Guaranty of Payment that it executed in connection with the Credit Agreement shall remain in full force and
effect and be unaffected hereby. 
  
 Each Guarantor, by signing
below, hereby waives and releases Agent and each of the Lenders and their respective directors, officers, employees, attorneys, affiliates, and subsidiaries from any and all claims, offsets, defenses, and counterclaims of which any of the Guarantors
are aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. 
  
 EACH GUARANTOR HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT,
TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE LENDERS, THE GUARANTORS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. 
  
 IN WITNESS WHEREOF, this Guarantor Acknowledgment and Agreement has been duly executed and delivered as of the date of the Amendment. 
  

			
	 MEDICAL & ENVIRONMENTAL DESIGNS, INC.
 ECOMED, INC.
 AMERICAN STERILIZER COMPANY
 STERIS EUROPE, INC.
 STERIS ASIA
PACIFIC, INC.
 STERIS INC.
 HTD HOLDING CORP.
 HSTD LLC
 HAUSTED, INC.
 ISOMEDIX INC.
 ISOMEDIX OPERATIONS
INC.

		
	By:	 	 
	 	 	

	 Name:
	 	 
	 	 	

	 Title:
	 	 
	 	 	

	 	 	of, and on behalf of, each of the above Guarantors