•] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • November 13th, 2020 • Sotera Health Co • Services-misc health & allied services, nec • New York
Sotera Health Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representatives”), an aggregate of [•] shares (the “Underwritten Shares”) of common stock, par value $0.01 per share (“Common Stock”), of the Company and, at the option of the Underwriters, up to an additional [•] shares (the “Option Shares”) of Common Stock of the Company. The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
SOTERA HEALTH COMPANY [•] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 15th, 2021 • Sotera Health Co • Services-misc health & allied services, nec • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Sotera Health Company, a Delaware corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representatives”), an aggregate of [•] shares (the “Underwritten Shares”) of common stock, par value $0.01 per share (“Common Stock”), of the Company and, at the option of the Underwriters, up to an additional [•] shares (the “Option Shares”) of Common Stock of the Company. The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
ContractTrademark Security Agreement • October 23rd, 2020 • Sotera Health Co • Services-misc health & allied services, nec • New York
TRADEMARK SECURITY AGREEMENT, dated as of December 13, 2019 (this “Agreement”), among Sotera Health LLC (the “Grantor”) and Jefferies Finance LLC, as collateral agent (in such capacity, the “First Lien Collateral Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 2nd, 2020 • Sotera Health Co • Services-misc health & allied services, nec • Delaware
This Indemnification Agreement (this “Agreement”) is made as of , 20 , by and between Sotera Health Company, a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
ContractTrademark Security Agreement • October 23rd, 2020 • Sotera Health Co • Services-misc health & allied services, nec • New York
TRADEMARK SECURITY AGREEMENT, dated as of December 13, 2019 (this “Agreement”), among STERIGENICS U.S., LLC (the “Grantor”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as Second Lien Notes Collateral Agent under the Indenture (as defined below) (in such capacity, together with its successors and assigns, the “Second Lien Notes Collateral Agent”).
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).
SOTERA HEALTH COMPANY RESTRICTIVE COVENANTS AGREEMENTSotera Health Company Restrictive Covenants Agreement • August 3rd, 2023 • Sotera Health Co • Services-misc health & allied services, nec • Delaware
This Restrictive Covenant Agreement (this “Agreement”) is made effective as of June 26, 2023, by and between Sotera Health Company, a Delaware corporation (the “Company”), and Jonathan M. Lyons (the “Executive” and together with the Company, the “Parties”).
FIRST/SECOND LIEN INTERCREDITOR AGREEMENT dated as of December 13, 2019 among SOTERA HEALTH TOPCO, INC., SOTERA HEALTH HOLDINGS, LLC, THE OTHER GRANTORS PARTY HERETO, JEFFERIES FINANCE LLC, as First Lien Collateral Agent and WILMINGTON TRUST, NATIONAL...Lien Intercreditor Agreement • October 23rd, 2020 • Sotera Health Co • Services-misc health & allied services, nec • New York
FIRST/SECOND LIEN INTERCREDITOR AGREEMENT dated as of December 13, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among SOTERA HEALTH TOPCO, INC., a Delaware corporation (“Holdings”), SOTERA HEALTH HOLDINGS, LLC, a Delaware limited liability company (the “Company”), the other Grantors (as defined below) from time to time party hereto, JEFFERIES FINANCE LLC (“Jefferies”), as administrative agent and collateral agent under the First Lien Credit Agreement (in such capacity and together with its successors in such capacity, the “First Lien Collateral Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington Trust”), solely in its capacity as second lien notes collateral agent under the Second Lien Indenture (in such capacity and together with its successors in such capacity, the “Initial Second Priority Representative”), and each additional Second Priority Representative and Senior Representative that from time
ContractTrademark Security Agreement • February 28th, 2023 • Sotera Health Co • Services-misc health & allied services, nec • New York
TRADEMARK SECURITY AGREEMENT, dated as of February 23, 2023 (this “Agreement”), among Sotera Health Holdings, LLC (the “Grantor”) and JPMorgan Chase Bank, N.A., as collateral agent (in such capacity and together with its successors and assigns, the “First Lien Collateral Agent”).
FIRST LIEN PARI PASSU INTERCREDITOR AGREEMENTPassu Intercreditor Agreement • February 28th, 2023 • Sotera Health Co • Services-misc health & allied services, nec • New York
amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, this “Agreement”), among SOTERA HEALTH COMPANY, a Delaware corporation (“Holdings”), SOTERA HEALTH HOLDINGS, LLC, a Delaware limited liability company (the “Company”), the other Grantors (as defined below) from time to time party hereto, JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as collateral agent for the Credit Agreement Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Credit Agreement Collateral Agent”), JPMorgan, as First Lien Administrative Agent and Authorized Representative for the Credit Agreement Secured Parties (as each such term is defined below), JPMorgan, as collateral agent for the Initial Additional First Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Initial Additional First Lien Collateral Agent”), JPMorgan, as Authorized Representative for th
FIRST LIEN COLLATERAL AGREEMENTFirst Lien Collateral Agreement • February 28th, 2023 • Sotera Health Co • Services-misc health & allied services, nec • New York
ContractPatent Security Agreement • October 23rd, 2020 • Sotera Health Co • Services-misc health & allied services, nec • New York
PATENT SECURITY AGREEMENT, dated as of December 13, 2019 (this “Agreement”), among STERIGENICS U.S., LLC (the “Grantor”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as Second Lien Notes Collateral Agent under the Indenture (as defined below) (in such capacity, together with its successors and assigns, the “Second Lien Notes Collateral Agent”).
GUARANTEE AGREEMENTGuarantee Agreement • October 23rd, 2020 • Sotera Health Co • Services-misc health & allied services, nec • New York
FIRST LIEN COLLATERAL AGREEMENT dated as of July 31, 2020, among SOTERA HEALTH TOPCO, INC., as Holdings, SOTERA HEALTH HOLDINGS, LLC, as Issuer, THE OTHER GRANTORS PARTY HERETO, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as First Lien Notes...First Lien Collateral Agreement • October 23rd, 2020 • Sotera Health Co • Services-misc health & allied services, nec • New York
FIRST LIEN COLLATERAL AGREEMENT dated as of July 31, 2020 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) among SOTERA HEALTH HOLDINGS, LLC, a Delaware limited company (the “Issuer”), the other GRANTORS from time to time party hereto, SOTERA HEALTH TOPCO, INC., a Delaware corporation (“Holdings”), and WILIMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (“Wilmington Trust”), solely in its capacity as “First Lien Notes Collateral Agent” under the Indenture (in such capacity, the “First Lien Notes Collateral Agent”).
ContractCopyright Security Agreement • October 23rd, 2020 • Sotera Health Co • Services-misc health & allied services, nec • New York
COPYRIGHT SECURITY AGREEMENT, dated as of December 13, 2019 (this “Agreement”), among NELSON LABORATORIES, LLC (the “Grantor”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as Second Lien Notes Collateral Agent under the Indenture (as defined below) (in such capacity, together with its successors and assigns, the “Second Lien Notes Collateral Agent”).
Certain confidential portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K and marked with asterisks. The omitted information is (i) not material and (ii) would likely cause us competitive harm if publicly...Supply Agreement • October 23rd, 2020 • Sotera Health Co • Services-misc health & allied services, nec • New York
[***] acting through its [***] segment, located at [***] (“Seller”), agrees to sell and each of STERIGENICS U.S., LLC (“Sterigenics U.S.”), STERIGENICS S. DE R.L. DE C.V. (“Sterigenics Mexico”), STERIGENICS COSTA RICA S.R.L. (“Sterigenics Costa Rica”) and STERIGENICS EO CANADA, INC. (“Sterigenics Canada”) (collectively, Sterigenics U.S., Sterigenics Mexico, Sterigenics Costa Rica and Sterigenics Canada are referred to as “Buyer” or “Sterigenics”) agrees to purchase for and use by its contract sterilization facilities in its respective territory Product described in this Agreement at the prices and upon the terms set forth in the Agreement.
ContractCopyright Security Agreement • October 23rd, 2020 • Sotera Health Co • Services-misc health & allied services, nec • New York
COPYRIGHT SECURITY AGREEMENT, dated as of December 13, 2019 (this “Agreement”), among Nelson Laboratories, LLC (the “Grantor”) and Jefferies Finance LLC, as collateral agent (in such capacity, the “First Lien Collateral Agent”).
ContractPatent Security Agreement • October 23rd, 2020 • Sotera Health Co • Services-misc health & allied services, nec • New York
PATENT SECURITY AGREEMENT, dated as of December 13, 2019 (this “Agreement”), among Sterigenics U.S., LLC (the “Grantor”) and Jefferies Finance LLC, as collateral agent (in such capacity, the “First Lien Collateral Agent”).
CREDIT AGREEMENT dated as of December 13, 2019 among SOTERA HEALTH TOPCO, INC., as Holdings, SOTERA HEALTH HOLDINGS, LLC, as Borrower, the Lenders and Issuing Banks party hereto and JEFFERIES FINANCE LLC, as First Lien Administrative Agent and First...Credit Agreement • October 23rd, 2020 • Sotera Health Co • Services-misc health & allied services, nec • New York
FIRST LIEN CREDIT AGREEMENT dated as of December 13, 2019 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) among SOTERA HEALTH TOPCO, INC., a Delaware corporation (the “Initial Holdings”), SOTERA HEALTH HOLDINGS, LLC (the “Borrower”), a Delaware limited company, the LENDERS and ISSUING BANKS party hereto and JEFFERIES FINANCE LLC. (“Jefferies”), as First Lien Administrative Agent and First Lien Collateral Agent.
SECOND LIEN COLLATERAL AGREEMENT dated as of December 13, 2019, among SOTERA HEALTH TOPCO, INC., as Holdings, SOTERA HEALTH HOLDINGS, LLC, as Issuer, THE OTHER GRANTORS PARTY HERETO, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Notes...Second Lien Collateral Agreement • October 23rd, 2020 • Sotera Health Co • Services-misc health & allied services, nec • New York
SECOND LIEN COLLATERAL AGREEMENT dated as of December 13, 2019 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) among SOTERA HEALTH HOLDINGS, LLC, a Delaware limited liability company (the “Issuer”), the other GRANTORS from time to time party hereto, SOTERA HEALTH TOPCO, INC., a Delaware corporation (“Holdings”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, solely in its capacity as “Second Lien Notes Collateral Agent” under the Indenture (in such capacity, the “ Second Lien Notes Collateral Agent”).
ContractPatent Security Agreement • October 23rd, 2020 • Sotera Health Co • Services-misc health & allied services, nec • New York
PATENT SECURITY AGREEMENT, dated as of July 31, 2020 (this “Agreement”), among STERIGENICS U.S., LLC (the “Grantor”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as First Lien Notes Collateral Agent under the Indenture (as defined below) (in such capacity, together with its successors and assigns, the “First Lien Notes Collateral Agent”).
STOCKHOLDERS AGREEMENT BY AND AMONG SOTERA HEALTH COMPANY AND THE STOCKHOLDERS PARTY HERETO Dated as of [●], 2020Stockholders Agreement • November 12th, 2020 • Sotera Health Co • Services-misc health & allied services, nec • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of [•], 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”).
ContractCopyright Security Agreement • October 23rd, 2020 • Sotera Health Co • Services-misc health & allied services, nec • New York
COPYRIGHT SECURITY AGREEMENT, dated as of July 31, 2020 (this “Agreement”), among NELSON LABORATORIES, LLC (the “Grantor”) and WILMINTON TRUST, NATIONAL ASSOCIATION, in its capacity as First Lien Notes Collateral Agent under the Indenture (as defined below) (in such capacity, together with its successors and assigns, the “First Lien Notes Collateral Agent”).
INDENTURE Dated as of July 31, 2020 among SOTERA HEALTH HOLDINGS, LLC, SOTERA HEALTH TOPCO, INC., THE INTERMEDIATE PARENTS AND SUBSIDIARY NOTE PARTIES PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as First Lien Notes Collateral Agent,...Indenture • October 23rd, 2020 • Sotera Health Co • Services-misc health & allied services, nec • New York
INDENTURE, dated as of July 31, 2020 among Sotera Health Holdings, LLC, a Delaware limited liability company (the “Issuer”), Sotera Health Topco, Inc., a Delaware corporation (“Initial Holdings”), each Intermediate Parent (as defined herein) and Subsidiary Note Party (as defined herein) party hereto and Wilmington Trust, National Association, a national banking association, as First Lien Notes Collateral Agent, Calculation Agent and Trustee.
ContractTrademark Security Agreement • October 23rd, 2020 • Sotera Health Co • Services-misc health & allied services, nec • New York
TRADEMARK SECURITY AGREEMENT, dated as of July 31, 2020 (this “Agreement”), among SOTERA HEALTH HOLDINGS, LLC (the “Grantor”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as First Lien Notes Collateral Agent under the Indenture (as defined below) (in such capacity, together with its successors and assigns, the “First Lien Notes Collateral Agent”).
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 • November 2nd, 2020 • 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 [•], 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/A LP (“G
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”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • October 23rd, 2020 • Sotera Health Co • Services-misc health & allied services, nec • New York
This Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of October 9, 2020, between Sotera Health Holdings, LLC (the “Issuer”) and Wilmington Trust, National Association, as trustee (the “Trustee”) and as collateral agent (the “Second Lien Notes Collateral Agent”).
SETTLEMENT AGREEMENTRelease Agreement • May 3rd, 2023 • Sotera Health Co • Services-misc health & allied services, nec • Illinois
This SETTLEMENT AGREEMENT (the “Agreement”) is made as of March 28, 2023 (the “Effective Date”), by and among: (i) Sotera Health LLC, a Delaware limited liability company (“Sotera Health”); (ii) Sterigenics U.S., LLC, a Delaware limited liability company (“Sterigenics US” and, together with Sotera Health, the “Settling Defendants”); and (iii) Plaintiffs’ Counsel (as defined herein). Each of Plaintiffs’ Counsel, Sotera Health, and Sterigenics US is a “Party,” and collectively are the “Parties.”
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.
Cash Retention Bonus AgreementCash Retention Bonus Agreement • February 28th, 2023 • Sotera Health Co • Services-misc health & allied services, nec • Delaware
This Cash Retention Bonus Agreement (the “Agreement”) is entered into as of November 7, 2022 (the “Grant Date”) by and between Michael Rutz (“Employee”) and Sotera Health Company (the “Company”).
CREDIT AGREEMENTCredit Agreement • February 28th, 2023 • Sotera Health Co • Services-misc health & allied services, nec • New York
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/
ContractCopyright Security Agreement • February 28th, 2023 • Sotera Health Co • Services-misc health & allied services, nec • New York
COPYRIGHT SECURITY AGREEMENT, dated as of February 23, 2023 (this “Agreement”), among Nelson Laboratories, LLC (the “Grantor”) and JPMorgan Chase Bank, N.A., as collateral agent (in such capacity and together with its successors and assigns, the “First Lien Collateral Agent”).
FIRST LIEN GUARANTEE AGREEMENTFirst Lien Guarantee Agreement • February 28th, 2023 • Sotera Health Co • Services-misc health & allied services, nec • New York
