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Exhibit (b)(2)
FIRST AMENDMENT AGREEMENT
First Amendment Agreement made as of the 22nd day of November, 1996, by
and among STERIS CORPORATION, an Ohio corporation ("Borrower"), KEYBANK NATIONAL
ASSOCIATION (formerly known as Society National Bank), as Agent ("Agent") and
the banking institutions listed on Schedule 1 attached hereto and made a part
hereof (the "Banks"):
WHEREAS, Borrower, Agent and the Banks are parties to a certain
credit agreement dated as of May 13, 1996, as it may from time to time be
amended, supplemented or otherwise modified, which provides, among other things,
for revolving loans and swing loans aggregating not more than One Hundred
Twenty-Five Million Dollars, all upon certain terms and conditions (the "Credit
Agreement");
WHEREAS, Borrower, Agent and the Banks desire to amend the Credit
Agreement by modifying certain provisions thereof,
WHEREAS, each term used herein shall be defined in accordance with the
Credit Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein and for other valuable considerations, Borrower, Agent and the
Banks agree as follows:
1. The Credit Agreement is hereby amended by deleting the definition of
"Guarantor of Payment" contained in ARTICLE I in its entirety and by inserting
in place thereof the following:
"Guarantor of Payment" shall mean any one of AMSCO, Medical &
Environmental Designs, Inc., Ecomed, Inc., American Sterilizer Company,
AMSCO Sterile Recoveries, Inc., AMSCO International Sales Corporation,
HAS, Inc., AMSCO Europe, Inc., AMSCO Asia Pacific, Inc. and AMSCO Latin
America, Inc., which are each executing and delivering a Guaranty of
Payment, or any other party which shall deliver a Guaranty of Payment to
the Agent subsequent to the Closing Date.
2. The Credit Agreement is hereby amended by deleting Section 4.2 thereof
in its entirety and by inserting in place thereof the following:
SECTION 4.2 GUARANTIES OF PAYMENT. Each of AMSCO, Medical & Environmental
Designs, Inc., Ecomed, Inc., American Sterilizer Company, AMSCO Sterile
Recoveries, Inc., AMSCO International Sales Corporation, HAS, Inc., AMSCO
Europe, Inc., AMSCO Asia Pacific, Inc. and AMSCO Latin America, Inc.
shall have executed and delivered its Guaranty of Payment to the Agent.
3. The Credit Agreement is hereby amended by deleting Schedule 2 thereof
in its entirety and by inserting in place thereof new Schedule 2 in the form of
Schedule 2, attached hereto.
4. Borrower hereby represents and warrants to the Agent and the Banks
that (a) Borrower has the legal power and authority to execute and deliver this
First Amendment Agreement; (b) officials executing this First Amendment
Agreement 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
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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 Possible Default
exists under the Credit Agreement, nor will any occur immediately after the
execution and delivery of the First Amendment Agreement or by the performance
or observance of any provision hereof, (e) neither Borrower nor any Subsidiary
has any claim or offset against, or defense or counterclaim to, any of
Borrower's or any Subsidiary's obligations or liabilities under the Credit
Agreement or any Related Writing, and Borrower and each Subsidiary hereby
waives and releases the Agent and each of the Banks from any and all such
claims, offsets, defenses and counterclaims of which Borrower and any
Subsidiary is 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, and (f) this First Amendment
Agreement constitutes a valid and binding obligation of Borrower in every
respect, enforceable in accordance with its terms.
5. 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.
6. This First Amendment Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, 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.
7. The rights and obligations of all parties hereto shall be governed by
the laws of the State of Ohio.
Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ CEO
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chairman, President,
and Chief Executive Officer
And /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III CFO
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III, Senior Vice
President and Chief Financial Officer
Address: Key Tower KEYBANK NATIONAL ASSOCIATION,
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ individually and as Agent
Mailcode: OH-01-27-0611
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Assistant Vice
President
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Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ BANK ONE, COLUMBUS, NA
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: N. Ohio Large Corp.
Markets Group, #0149
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Vice President and
Group Manager
Address: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Mid-corporate
Banking Division
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇,
Vice President
Address: One Cleveland Center PNC BANK, NATIONAL ASSOCIATION
▇▇▇▇ ▇. ▇▇▇ ▇▇., ▇▇▇. ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Corporate Banking
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇, Vice President
Attention: Pittsburgh Branch ABN AMRO BANK N.V., PITTSBURGH
▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ By: ABN AMRO North America, Inc.,
as agent
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Group Vice
President and Director
And: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇,
Vice President
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The undersigned each consent to the terms hereof.
AMSCO INTERNATIONAL, INC.
MEDICAL & ENVIRONMENTAL DESIGNS, INC.
ECOMED, INC.
AMERICAN STERILIZER COMPANY
AMSCO STERILE RECOVERIES, INC.
AMSCO INTERNATIONAL SALES CORPORATION
HAS, INC.
AMSCO EUROPE, INC.
AMSCO ASIA PACIFIC, INC.
AMSCO LATIN AMERICA, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President of each
of the Companies listed above
And: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III CFO
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III, Vice President
and Secretary of each of the Companies
listed above
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SCHEDULE 1
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KEYBANK NATIONAL ASSOCIATION,
BANK ONE, COLUMBUS, NA
NBD BANK
PNC BANK, NATIONAL ASSOCIATION
ABN AMRO BANK N.V., PITTSBURGH BRANCH
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SCHEDULE 2
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INDEBTEDNESS OF BORROWER AND ITS SUBSIDIARIES
EXISTING ON THE CLOSING DATE
AMSCO's 4.5%/6.5% Step-Up Convertible Subordinated Debentures in the principal
amount of $ 100 million due October 15, 2002 (the "Debentures") will be subject
to redemption within a certain period after the Effective Date. The Borrower
anticipates that the proceeds from the Loans will be used, in part, to pay the
redemption price of the Debentures put to the Borrower for redemption.
AMSCO International, Inc. was granted a facility by ABN AMRO Bank N.V. in the
maximum principal amount of US $10,000,000, pursuant to which AMSCO subsidiaries
may borrow from ABN AMRO Bank N. V. and its affiliates upon the guaranty of
AMSCO thereof.
AMSCO International, Inc. has guaranteed the following indebtedness of its
subsidiaries:
AMSCO ▇▇▇▇-Aqua OY's standby letter of credit with ABN AMRO Bank N.V.
(London), in the amount of 100,000 pounds-sterling, issued in favor of
United Kingdom customs and duties due September 30, 1996;
▇▇▇▇-Aqua SA loan from ABN AMRO Bank N.V. (Madrid), in the amount of 65
million Spanish peseta, due November 30, 1995; and
▇▇▇▇-Aqua Santa Solo ▇▇▇▇▇▇▇▇ loan from ABN AMRO Bank (Deutschland) AG,
in the amount of 10 million deutschemarks, due November 30, 1996.
AMSCO International, Inc. also has a standby letter of credit from ABN AMRO Bank
N.V., in the amount of $11.5 million issued to Liberty Mutual Life Insurance
Co., due April 30, 1997 with a rollover provision if notice is not provided.
American Sterilizer Company has the following leases of capital equipment with
outstanding balances:
BALANCE DUE
CAPITAL LEASE @ 3/31/96
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CAD Equip. Sch. #02 15,357.74
Fifth Third
CAD Equip. Sch. #15 12,275.62
Fed. Data Corp.
ASPECT CALL SYSTEM Fed. 140,221.47
Data. Corp. ----------
167,854.83
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