EX-10.2



 Exhibit 10.2 

FIRST AMENDMENT, dated as of May 29, 2015 (this “Amendment”), to the CREDIT AGREEMENT, dated as of March 31, 2015
(as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among New STERIS Limited, a private limited company organized under the laws of England and Wales, as a Borrower, STERIS Corporation,
an Ohio corporation, as a Borrower, the other Guarantors that are parties thereto from time to time, the Lenders that are parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) for the
Lenders. 
 W I T N E S S E T H : 

WHEREAS, the Loan Parties have requested that the Credit Agreement be amended in the manner set forth herein; and 

WHEREAS, the Lenders are willing to agree to this Amendment on the terms and subject to the conditions set forth herein. 

NOW, THEREFORE, pursuant to Section 9.01 of the Credit Agreement the parties hereto hereby agree as follows: 

SECTION 1. DEFINITIONS. 
 1.1 Defined
Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement unless otherwise defined herein. 

SECTION 2. AMENDMENT PURSUANT TO SECTION 9.01. 

2.1 Amendment of the Definition of “Long Stop Date”. The definition of “Long Stop Date” in Section 1.01 of the
Credit Agreement is hereby amended and restated in its entirety as follows: 
 “Long Stop Date” means December 31,
2015. 
 2.2 Amendment of Section 2.06(b). Section 2.06(b) of the Credit Agreement is hereby amended by adding
“(provided such rate shall increase to 0.25% per annum on and after July 13th, 2015)” immediately following “an amount equal to 0.20% per annum” contained therein. 

2.3 Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date on which the Administrative Agent shall
have received from each Loan Party and each Lender either (i) a counterpart of this Amendment 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 Amendment) that such party has signed such a counterpart. 
 2.4 Continuing Effect; No
Other Waivers or Amendments. This Amendment shall not constitute an amendment or waiver of or consent to any provision of the Credit Agreement and the other Loan Documents not expressly referred to herein and shall not be construed as an
amendment, waiver or consent to any action on the part of any Loan Party that would require an amendment, waiver or consent of the Administrative Agent, any Issuing Bank or the Lenders except as expressly stated herein. Except as expressly amended,
consented to or waived hereby, the provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect in accordance with their terms. 

2.5 Loan Documents. This Amendment shall constitute a “Loan Document” for all purposes under the Credit Agreement and the
other Loan Documents. Each Loan Party executing this 







 
Amendment confirms and agrees that notwithstanding the effectiveness of this Amendment, each Loan Document to which such Person is a party is, and shall continue to be, in full force and effect
and is hereby ratified and confirmed in all respects, in each case as amended by this Amendment. 
 2.6 Counterparts. This Amendment
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 this Amendment by telecopier, facsimile or in a .pdf or similar file shall be effective as delivery of a manually executed counterpart of this Amendment. 

2.7 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 
 2.8 Successors and Assigns. This Amendment shall 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. 

2.9 Effect of Amendment. On and after the date on which this Amendment becomes effective, each reference in the Credit Agreement to
“this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, and each reference in each of the other Loan Documents to “the Credit Agreement,” “thereunder,”
“thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment. 

  
 2 








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

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

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

			Name:		Michael J. Tokich
			Title:		Director, Senior Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer
	
	AMERICAN STERILIZER COMPANY, as a Guarantor
		
	By:		 /s/ Michael J. Tokich

			Name:		Michael J. Tokich
			Title:		President
	
	INTEGRATED MEDICAL SYSTEMS INTERNATIONAL, INC., as a Guarantor
		
	By:		 /s/ Michael J. Tokich

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

			Name:		Michael J. Tokich
			Title:		Vice President and Secretary



  
 [Bank Credit Facility
Long Stop Date Amendment] 








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

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

			Name:		Michael J. Tokich
			Title:		President



  
 [Bank Credit Facility
Long Stop Date Amendment] 








 
					
	JPMORGAN CHASE BANK, N.A., as Administrative Agent
		
	By:		 /s/ Brendan Korb

			Name:		Brendan Korb
			Title:		Vice President



  
 [Bank Credit Facility
Long Stop Date Amendment] 








 
					
	Bank of America, N.A., as Lender
		
	By:		 /s/ Mark Hardison

			Name:		Mark Hardison
			Title:		Senior Vice President



  
 [Bank Credit Facility
Long Stop Date Amendment] 








 
					
	KeyBank National Association, as Lender
		
	By:		 /s/ Sanya Valeva

			Name:		Sanya Valeva
			Title:		Senior Vice President



  
 [Bank Credit Facility
Long Stop Date Amendment] 








 
					
	PNC Bank, National Association, as Lender
		
	By:		 /s/ Lisa Lisi

			Name:		Lisa Lisi
			Title:		Senior Vice President



  
 [Bank Credit Facility
Long Stop Date Amendment] 








 
					
	Santander Bank, N.A., as Lender
		
	By:		 /s/ Scott Wollard

			Name:		Scott Wollard
			Title:		Managing Director



  
 [Bank Credit Facility
Long Stop Date Amendment] 








 
					
	The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Lender
		
	By:		 /s/ Scott O’Connell

			Name:		Scott O’Connell
			Title:		Director



  
 [Bank Credit Facility
Long Stop Date Amendment] 








 
					
	Sumitomo Mitsui Banking Corporation, as Lender
		
	By:		 /s/ David W. Kee

			Name:		David W. Kee
			Title:		Managing Director



  
 [Bank Credit Facility
Long Stop Date Amendment] 








 
					
	DNB Capital LLC, as Lender
		
	By:		 /s/ Kristie Li

			Name:		Kristie Li
			Title:		First Vice President
		
	By:		 /s/ Thomas Tangen

			Name:		Thomas Tangen
			Title:		Senior Vice President
					Head of Corporate Banking



  
 [Bank Credit Facility
Long Stop Date Amendment] 








 
					
	U.S. Bank National Association, as Lender
		
	By:		 /s/ Jennifer Hwang

			Name:		Jennifer Hwang
			Title:		Senior Vice President



  
 [Bank Credit Facility
Long Stop Date Amendment] 








 
					
	Citibank, N.A., as Lender
		
	By:		 /s/ Andrew Kreeger

			Name:		Andrew Kreeger
			Title:		Vice President



  
 [Bank Credit Facility
Long Stop Date Amendment] 








 
					
	Citizens Bank, National Association, as Lender
		
	By:		 /s/ Darran Wee

			Name:		Darran Wee
			Title:		Senior Vice President



  
 [Bank Credit Facility
Long Stop Date Amendment] 








 
					
	HSBC Bank USA, N.A., as Lender
		
	By:		 /s/ Frank M. Eassa

			Name:		Frank M. Eassa
			Title:		Senior Vice President



  
 [Bank Credit Facility
Long Stop Date Amendment] 








 
					
	The Northern Trust Company, as Lender
		
	By:		 /s/ John Dilegge

			Name:		John Dilegge
			Title:		Vice President



  
 [Bank Credit Facility
Long Stop Date Amendment] 








 
					
	Svenska Handelsbanken AB (PUBL) New York Branch, as Lender
		
	By:		 /s/ Jonas Almhojd

			Name:		Jonas Almhojd
			Title:		Senior Vice President
		
	By:		 /s/ Nancy D’Albert

			Name:		Nancy D’Albert
			Title:		Vice President



  
 [Bank Credit Facility
Long Stop Date Amendment]