STERIS IRISH FINCO UNLIMITED COMPANY as Issuer AND THE GUARANTORS PARTY HERETO AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 1, 2021 DEBT SECURITIESSTERIS PLC • April 1st, 2021 • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS INDENTURE is dated as of April 1, 2021 among STERIS IRISH FINCO UNLIMITED COMPANY, a public unlimited company incorporated under the laws of Ireland (the “Company”), the Guarantors (as hereinafter defined) named herein and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
FORM OF STERIS PLC RESTRICTED STOCK AGREEMENT FOR EMPLOYEES STERIS plc RESTRICTED STOCK AGREEMENT FOR EMPLOYEES – __________, 20__Restricted Stock Agreement for Employees • November 7th, 2019 • STERIS PLC • Orthopedic, prosthetic & surgical appliances & supplies • Ohio
This Agreement (“Agreement”) is between STERIS plc (“STERIS” or Company) and < first_name> <middle_name> < last_name> (“Grantee”), with respect to the grant of shares of STERIS restricted stock to Grantee pursuant to the STERIS plc 2006 Long-Term Equity Incentive Plan, as Assumed, Amended and Restated Effective March 28, 2019, and as further amended from time to time (the “Plan”). All terms used herein with initial capital letters and not otherwise defined herein that are defined in the Plan shall have the meanings assigned to them in the Plan.
STERIS CORPORATION FIRST AMENDMENT Dated as of March 19, 2021 to AMENDED AND RESTATED NOTE PURCHASE AGREEMENT Dated as of March 5, 2019 Re: $125,000,000 3.45% SENIOR NOTES, SERIES A-1, DUE MAY 14, 2025 $125,000,000 3.55% SENIOR NOTES, SERIES A-2, DUE...Note Purchase Agreement • March 23rd, 2021 • STERIS PLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
FORM OF STERIS PLC NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES – ______________, _____Nonqualified Stock Option Agreement for Employees • May 26th, 2023 • STERIS PLC • Orthopedic, prosthetic & surgical appliances & supplies • Ohio
This Agreement (“Agreement”) is between STERIS plc (“STERIS”) and <first_name> <middle_name> <last name> (“Optionee”), with respect to the grant of a Nonqualified Stock Option by STERIS to Optionee pursuant to the STERIS plc 2006 Long-Term Equity Incentive Plan, as Amended and Restated Effective August 2, 2016, and as further amended from time to time (the “Plan”). All terms used herein with initial capital letters and not otherwise defined herein that are defined in the Plan shall have the meanings assigned to them in the Plan.
ContractAsset Purchase Agreement • August 8th, 2023 • STERIS PLC • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
DATED MARCH 2019 STERIS plc AND [NAME OF DIRECTOR] DEED OF INDEMNIFICATION MATHESON Dublin 2 Ireland TEL: + 353 1 232 2000 FAX: +353 1 232 3333STERIS LTD • March 28th, 2019 • Orthopedic, prosthetic & surgical appliances & supplies
GUARANTY SUPPLEMENT December 17, 2020STERIS PLC • February 9th, 2021 • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, in order to refinance certain debt and for general corporate purposes, the Company entered into that certain Amended and Restated Note Purchase Agreement, dated as of March 5, 2019 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), between the Company and each of the purchasers party thereto providing for, inter alia, the issue and sale by the Company of (a) $50,000,000 aggregate principal amount of its 3.93% Senior Notes, Series A-1, due February 27, 2027 (the “Series A-1 Notes”); (b) €60,000,000 aggregate principal amount of its 1.86% Senior Notes, Series A-2, due February 27, 2027 (the “Series A-2 Notes”); (c) $45,000,000 aggregate principal amount of its 4.03% Senior Notes, Series A-3, due February 27, 2029 (the “Series A-3 Notes”); (d) €20,000,000 aggregate principal amount of its 2.04% Senior Notes, Series A-4, due February 27, 2029 (the “Series A-4 Notes”); (e) £45,000,000 aggregate principal amount o
GUARANTOR JOINDER AGREEMENTGuarantor Joinder Agreement • May 30th, 2019 • STERIS PLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Guarantor Joinder Agreement (this “Agreement”) dated as of March 28, 2019 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.
BORROWER JOINDER AGREEMENTBorrower Joinder Agreement • May 30th, 2019 • STERIS PLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Borrower Joinder Agreement (this “Agreement”) dated as of March 28, 2019 is among STERIS Corporation (“STERIS Corporation”), STERIS Limited (formerly known as STERIS plc; “Old STERIS”), STERIS plc, a public limited company organized under the laws of Ireland (“New STERIS plc”), and Synergy Health Limited, a private limited company organized under the laws of England and Wales (“Synergy” and, together with New STERIS plc, the “New Designated Borrowers” and each, a “New Designated Borrower”) and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders under the Credit Agreement referred to below.
FORM OF STERIS plc RESTRICTED STOCK AGREEMENT FOR EMPLOYEES - ___________, ______Restricted Stock Agreement • May 26th, 2023 • STERIS PLC • Orthopedic, prosthetic & surgical appliances & supplies • Ohio
This Agreement (“Agreement”) is between STERIS plc (“STERIS”) and < first_name> <middle_name> < last_name> (“Grantee”), with respect to the grant of shares of STERIS restricted stock to Grantee pursuant to the STERIS plc 2006 Long-Term Equity Incentive Plan, as Assumed, Amended and Restated Effective March 28, 2019, and as further amended from time to time (the “Plan”). All terms used herein with initial capital letters and not otherwise defined herein that are defined in the Plan shall have the meanings assigned to them in the Plan.
GUARANTY SUPPLEMENT March 28, 2019STERIS PLC • May 30th, 2019 • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, in order to refinance certain debt and for general corporate purposes, the Company entered into that certain Amended and Restated Note Purchase Agreement, dated as of March 31, 2015, as amended pursuant to that certain First Amendment dated as of January 23, 2017 (the “Original Note Purchase Agreement”), between the Company and each of the purchasers party thereto providing for, inter alia, the issue and sale by the Company of (a) $47,500,000 aggregate principal amount of its 3.20% Senior Notes, Series A-1A, due December 4, 2022 (the “Series A-1A Notes”), (b) $47,500,000 aggregate principal amount of its 3.20% Senior Notes, Series A-1B, due December 4, 2022 (the “Series A-1B Notes”), (c) $40,000,000 aggregate principal amount of its 3.35% Senior Notes, Series A-2A, due December 4, 2024 (the “Series A-2A Notes”), (d) $40,000,000 aggregate principal amount of its 3.35% Senior Notes, Series A-2B, due December 4, 2024 (the “Series A-2B Notes”), (e) $12,500,000 aggregate principal
TRANSITION AGREEMENTTransition Agreement • November 8th, 2021 • STERIS PLC • Orthopedic, prosthetic & surgical appliances & supplies • Ohio
WHEREAS, Executive has proposed to the Board of Directors of Parent that his status as President and CEO of the Parent and Employer be terminated as of Parent's 2021 Annual General Meeting and that his level of involvement with the activities of the Parent and Employer be reduced beginning as of the Effective Date; and
GUARANTY SUPPLEMENT March 28, 2019STERIS PLC • May 30th, 2019 • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, in order to refinance certain debt and for general corporate purposes, the Company entered into that certain Note Purchase Agreement, dated as of May 15, 2015, as amended pursuant to that certain First Amendment dated as of January 23, 2017 (the “Original Note Purchase Agreement”), between the Company and each of the purchasers party thereto providing for, inter alia, the issue and sale by the Company of (a) $125,000,000 aggregate principal amount of its 3.45% Senior Notes, Series A-1, due May 14, 2025 (the “Series A-1 Notes”), (b) $125,000,000 aggregate principal amount of its 3.55% Senior Notes, Series A-2, due May 14, 2027 (the “Series A-2 Notes”), and (c) $100,000,000 aggregate principal amount of its 3.70% Senior Notes, Series A-3, due May 14, 2030 (the “Series A-3 Notes”; the Series A-1 Notes, the Series A-2 Notes and the Series A-3 Notes are hereinafter referred to as the “Notes”; the holders of such notes, the “Holders”).
ContractJoint Filing Agreement • January 22nd, 2021 • STERIS PLC • Orthopedic, prosthetic & surgical appliances & supplies
NAI-1509358470v3 2 the Company wishes to provide for the indemnification of and the advancement of Expenses (as defined below) to Indemnitee as set forth in this Agreement and for the continued coverage of Indemnitee under the Company’s directors’ and...Officer Indemnification Agreement • August 8th, 2022 • STERIS PLC • Orthopedic, prosthetic & surgical appliances & supplies • Ohio
GUARANTY SUPPLEMENT March 28, 2019Guaranty Supplement • May 30th, 2019 • STERIS PLC • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, in order to refinance certain debt and for general corporate purposes, the Company entered into that certain Note Purchase Agreement, dated as of January 23, 2017 (the “Original Note Purchase Agreement”), between the Company and each of the purchasers party thereto providing for, inter alia, the issue and sale by the Company of (a) $50,000,000 aggregate principal amount of its 3.93% Senior Notes, Series A‑1, due February 27, 2027 (the “Series A‑1 Notes”); (b) €60,000,000 aggregate principal amount of its 1.86% Senior Notes, Series A‑2, due February 27, 2027 (the “Series A‑2 Notes”); (c) $45,000,000 aggregate principal amount of its 4.03% Senior Notes, Series A‑3, due February 27, 2029 (the “Series A‑3 Notes”); (d) €20,000,000 aggregate principal amount of its 2.04% Senior Notes, Series A‑4, due February 27, 2029 (the “Series A‑4 Notes”); (e) £45,000,000 aggregate principal amount of its 3.04% Senior Notes, Series A‑5, due February 27, 2029 (the “Series A‑5 Notes”); (f) €19,000
FORM OF STERIS PLC NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES STERIS plc NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES – __________, 20__Nonqualified Stock Option Agreement • November 7th, 2019 • STERIS PLC • Orthopedic, prosthetic & surgical appliances & supplies • Ohio
This Agreement (“Agreement”) is between STERIS plc (“STERIS” or “Company”) and <first_name> <middle_name> <last_name> (“Optionee”), with respect to the grant of a Nonqualified Stock Option by STERIS to Optionee pursuant to the STERIS plc 2006 Long-Term Equity Incentive Plan, as Amended and Restated Effective March 28, 2019, and as further amended from time to time (the “Plan”). All terms used herein with initial capital letters and not otherwise defined herein that are defined in the Plan shall have the meanings assigned to them in the Plan.
GUARANTOR JOINDER AGREEMENTGuarantor Joinder Agreement • February 9th, 2021 • STERIS PLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Guarantor Joinder Agreement (this “Agreement”) dated as of December 18, 2020 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.
STERIS IRISH FINCO UNLIMITED COMPANY AND THE GUARANTORS PARTY HERETO AND as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of April 1, 2021 $675,000,000 of 2.700% Senior Notes due 2031 $675,000,000 of 3.750% Senior Notes due 2051First Supplemental Indenture • April 1st, 2021 • STERIS PLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS FIRST SUPPLEMENTAL INDENTURE (the “First Supplemental Indenture”) is dated as of April 1, 2021 among STERIS IRISH FINCO UNLIMITED COMPANY, a public unlimited company incorporated under the laws of Ireland (the “Company”), the Guarantors party hereto (the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
GUARANTY SUPPLEMENT December 17, 2020STERIS PLC • February 9th, 2021 • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, in order to refinance certain debt and for general corporate purposes, the Company entered into that certain Amended and Restated Note Purchase Agreement, dated as of March 5, 2019 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), between the Company and each of the purchasers party thereto providing for, inter alia, the issue and sale by the Company of (a) $47,500,000 aggregate principal amount of 3.20% Senior Notes, Series A-1A, due December 4, 2022 (the “Series A-1A Notes”), (b) $47,500,000 aggregate principal amount of 3.20% Senior Notes, Series A-1B, due December 4, 2022 (the “Series A-1B Notes”), (c) $40,000,000 aggregate principal amount of 3.35% Senior Notes, Series A-2A, due December 4, 2024 (the “Series A-2A Notes”), (d) $40,000,000 aggregate principal amount of 3.35% Senior Notes, Series A-2B, due December 4, 2024 (the “Series A-2B Notes”), (e) $12,500,000 aggregate principal amount of 3.55% Seni
GUARANTY SUPPLEMENT December 17, 2020STERIS PLC • February 9th, 2021 • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, in order to refinance certain debt and for general corporate purposes, the Company entered into that certain Amended and Restated Note Purchase Agreement, dated as of March 5, 2019 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), between the Company and each of the purchasers party thereto providing for, inter alia, the issue and sale by the Company of (a) $125,000,000 aggregate principal amount of 3.45% Senior Notes, Series A-1, due May 14, 2025 (the “Series A-1 Notes”), (b) $125,000,000 aggregate principal amount of 3.55% Senior Notes, Series A-2, due May 14, 2027 (the “Series A-2 Notes”) and (c) $100,000,000 aggregate principal amount of 3.70% Senior Notes, Series A-3, due May 14, 2030 (the “Series A-3 Notes”; the Series A-1 Notes, the Series A-2 Notes and the Series A-3 Notes are hereinafter referred to as the “Notes”; the holders of such notes, the “Holders”).
GUARANTY SUPPLEMENT March 28, 2019Guaranty Supplement • May 30th, 2019 • STERIS PLC • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, in order to refinance certain debt and for general corporate purposes, the Company entered into that certain Amended and Restated Note Purchase Agreement, dated as of March 31, 2015, as amended pursuant to that certain First Amendment dated as of January 23, 2017 (the “Original Note Purchase Agreement”), between the Company and each of the purchasers party thereto providing for, inter alia, the issue and sale by the Company of $35,000,000 aggregate principal amount of its 6.43% Senior Notes, Series A-3, due August 15, 2020 (the “Series A-3 Notes”; the holders of such notes, the “Holders”).
GUARANTOR JOINDER AGREEMENTGuarantor Joinder Agreement • February 9th, 2021 • STERIS PLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Guarantor Joinder Agreement (this “Agreement”) dated as of December 18, 2020 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.
