SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • March 9th, 2021 • Sotera Health Co • Services-misc health & allied services, nec • Delaware
THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of May 21, 2020, by and among Sotera Health LLC, a Delaware limited liability company (the “Company”), and Michael P. Rutz (“Executive”). Capitalized terms used but not otherwise defined herein are defined in Section 4 hereof; provided, that if any term is not defined herein, then such term shall have the same meaning assigned to it in the LP Agreement (as defined below).
STOCKHOLDERS AGREEMENT BY AND AMONG SOTERA HEALTH COMPANY AND THE STOCKHOLDERS PARTY HERETO Dated as of November 19, 2020Stockholders Agreement • March 9th, 2021 • Sotera Health Co • Services-misc health & allied services, nec • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of November 19, 2020, is entered into by and among Sotera Health Company, a Delaware corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereto and any Person (as defined below) who executes a Joinder Agreement in the form of Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”).
ContractFirst Lien Credit Agreement • March 9th, 2021 • Sotera Health Co • Services-misc health & allied services, nec • New York
INCREMENTAL FACILITY AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, dated as of December 17, 2020 (this “Amendment”), is made and entered into by and among SOTERA HEALTH COMPANY, a Delaware corporation (“Holdings”), SOTERA HEALTH HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), each of the entities listed under the caption “Incremental Amendment Revolving Lenders” on the signature pages hereto (each, an “Incremental Amendment Revolving Lender” and, collectively, the “Incremental Amendment Revolving Lenders”), Jefferies Finance LLC, as Administrative Agent (solely in such capacity, the “Administrative Agent”), each Issuing Bank (as defined in the Credit Agreement) and, for purposes of Sections 7 and 9 hereof only, the other Loan Parties as of the date hereof.
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG WARBURG PINCUS PRIVATE EQUITY XI, L.P., WARBURG PINCUS XI PARTNERS, L.P., WP XI PARTNERS, L.P., WARBURG PINCUS PRIVATE EQUITY XI-B, L.P., WARBURG PINCUS PRIVATE EQUITY XI-C, L.P.,...Registration Rights Agreement • March 9th, 2021 • Sotera Health Co • Services-misc health & allied services, nec • Delaware
This Amended and Restated Registration Rights Agreement (the “Agreement”) is made, entered into and effective as of November 19, 2020 by and among Warburg Pincus Private Equity XI, L.P., a Delaware limited partnership (“WP XI”), Warburg Pincus XI Partners, L.P., a Delaware limited partnership (“Warburg XI Partners”),WP XI Partners, L.P., a Delaware limited partnership (“WP XI Partners”), Bull Co-Invest L.P., a Delaware limited partnership (“WP Co-Invest”), Warburg Pincus Private Equity XI-B, L.P., a Delaware limited partnership (“WP XI-B”), Warburg Pincus Private Equity XI-C, L.P., a Cayman Islands exempted limited partnership (“WP XI-C”, and together with WP XI, Warburg XI Partners, WP XI Partners, WP Co-Invest and WP XI-B, “WP”, provided that WP Co-Invest shall cease to be included in the definition of WP at such time as Warburg Pincus LLC or an Affiliate of Warburg Pincus LLC ceases to be the managing member of, the general partner of or otherwise control WP Co-Invest),GTCR Fund XI/
