Second Amendment to October 2015 Note Purchase Agreement



 Exhibit 10.5 

Execution Version 
  

 
  

STERICYCLE, INC. 
  

 

SECOND AMENDMENT 

Dated as of March 23, 2018 

to 
 NOTE
PURCHASE AGREEMENT 
 Dated as of October 1, 2015 

 
  

 

	 	Re:	2.89% Senior Notes, Series A, due October 1, 2021 

 and 

3.18% Senior Notes, Series B, due October 1, 2023 

 
  

 







 SECOND AMENDMENT TO NOTE
PURCHASE AGREEMENT 
 THIS SECOND AMENDMENT
dated as of March 23, 2018 (the or this “Agreement”) to the Note Purchase Agreement referred to below is between STERICYCLE, INC., a Delaware corporation (the “Company”), and
each of the institutions which is a signatory to this Agreement (collectively, the “Noteholders”). 

RECITALS: 

WHEREAS, the Company and each of the Noteholders have heretofore entered into the Note Purchase Agreement dated as of
October 1, 2015, as amended by that certain First Amendment thereto dated as of July 28, 2017 (as so amended, the “Note Purchase Agreement”), pursuant to which the Company issued on or about October 1, 2015
(a) $150,000,000 aggregate principal amount of its 2.89% Senior Notes, Series A, due October 1, 2021 (as amended, the “Series A Notes”) and (b) $150,000,000 aggregate principal amount of its
3.18% Senior Notes, Series B, due October 1, 2023 (as amended, the “Series B Notes” and together with the Series A Notes, collectively, the “Notes”); 

WHEREAS, the Company and the Noteholders now desire to amend the Note Purchase Agreement and the Notes in the respects, but
only in the respects, hereinafter set forth; 
 WHEREAS, all capitalized terms used herein and not defined herein shall have
the meaning specified in the Note Purchase Agreement; 
 WHEREAS, all requirements of law have been fully complied with and
all other acts and things necessary to make this Agreement a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed. 

NOW, THEREFORE, upon the full and complete satisfaction of the conditions precedent to effectiveness set forth
in Section 3.1 hereof, and for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and each of the Noteholders do hereby agree as follows: 

SECTION 1. AMENDMENTS. 

Section 1.1. Section 9.9 of the Note Purchase Agreement shall be deleted in its entirety and replaced with the words
“Reserved.”. 
 Section 1.2. Section 9.10 of the Note Purchase Agreement shall be and is hereby amended
in its entirety as follows: 
 Section 9.10. Note Rating. The Company will, at any time during which (a) (i) the
Company’s rating is A- or better by S&P or the equivalent rating by any other Rating Agency, (ii) the Notes do not then have a Private Letter Rating from a Rating Agency and (iii) the
Securities Valuation Office of the National Association of Insurance 









					
	Stericycle, Inc.	  		  	Second Amendment

  

 
Commissioners does not currently rate the Notes “1” or (b) (i) the Company’s rating is BBB- or better by S&P or the equivalent
rating by any other Rating Agency, (ii) the Notes do not then have a Private Letter Rating from a Rating Agency and (iii) the Securities Valuation Office of the National Association of Insurance Commissioners does not currently rate the
Notes “2” or “1”, at the request of the Required Holders, obtain a Private Letter Rating with respect to the Notes from one Rating Agency requested by the Required Holders. 

Section 1.3. The following shall be added as new Sections 10.1(a)(iii) to the Note Purchase Agreement as
follows: 
 “(iii) If at the end of any fiscal quarter of the Company ending before or on December 31, 2019, the
Unadjusted Consolidated Leverage Ratio exceeded 3.75 to 1.00, the per annum interest rate (including any Default Rate, if applicable) otherwise applicable to each series of the Notes as specified in the first paragraph thereof shall be increased as
set forth below (the “Primary Elevated Interest Rate”) from the date that such Unadjusted Consolidated Leverage Ratio was in excess of 3.75 to 1.00 to but not including the date that the Unadjusted Consolidated Leverage Ratio is
3.75 to 1.00 or less. The Company shall promptly, and in any event within 10 Business Days after such increase, notify the holders of the Notes in writing and specify the date of such commencement. Payment of the Primary Elevated Interest Rate shall
not constitute a waiver of any Default or Event of Default hereunder. The Primary Elevated Interest Rate is determined as follows: 

(A) if the Company has rating of BBB or better by S&P or the equivalent rating by any other Rating Agency, then the Primary
Elevated Interest Rate shall be an additional 50 basis points (0.50%); 
 (B) if the Company has rating of BBB- by S&P or the equivalent rating by any other Rating Agency, then the Primary Elevated Interest Rate shall be an additional 75 basis points (0.75%); 

(C) if the Company has no rating or a rating of BB+ or worse by S&P or the equivalent rating by any other Rating Agency,
then the Primary Elevated Interest Rate shall be 125 basis points (1.25%); and 
 (D) in the case where the Company has two
ratings from two different Rating Agencies, the lowest such rating shall control and in the case where the Company has three ratings from three different Rating Agencies, then the second lowest rating shall control (even if that rating is equal to
that of the first lowest). 

  
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	Stericycle, Inc.	  		  	Second Amendment

  

 provided that, for the avoidance of doubt, the MDL Leverage Increased Interest Rate and the
Primary Elevated Interest Rate are not cumulative with each other and only the greater of such increase under Section 10.1(a)(ii) and (iii) shall apply at any given time; and further provided that that no such Increased Interest Rate will
be used in calculating the Make-Whole Amount;” 
 Section 1.4. Additional Definitions. Schedule B
to the Note Purchase Agreement is hereby amended to insert the following definitions, each in its respective alphabetical order: 

“Primary Elevated Interest Rate” has the meaning set forth in Section 10.1(a)(iii). 

“Private Letter Rating” means a private letter rating from a Rating Agency which (a) is in the form and
include descriptive elements required by the SVO from time to time (including (i) identifying the Notes by their Private Placement Number issued by Standard & Poor’s CUSIP Bureau Service and (ii) addressing the likelihood of
payment of both principal and interest; provided that such requirement may be deemed satisfied if the rating is silent as to such likelihood and does not otherwise include an indication to the contrary), (b) does not include any prohibition on
sharing such evidence with the SVO or any other regulatory authority having jurisdiction over the holders of Notes and (c) is delivered by the Company to the holders of Notes at least annually and promptly upon any change in such rating. 

“Second Amendment” means the Second Amendment dated as of March 23, 2018 to this Agreement between the
Company and the holders party thereto. 
 “Unadjusted Consolidated EBITDA” means, for any period, for
the Company and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated
Interest Charges for such period, (ii) the provision for federal, state, local and foreign income taxes payable by the Company and its Subsidiaries for such period, (iii) depreciation and amortization expense, (iv) other non-recurring expenses of the Company and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period,
(v) non-cash stock compensation expenses of the Company and its Subsidiaries incurred in such period, (vi) up to $45,000,000 in the aggregate of cash charges associated with the settlement of the
TCPA Action, (vii) up to $295,000,000 in the aggregate of cash charges associated with the settlement of the MDL Contract Action, (viii) up to $5,000,000 in the aggregate of cash charges related to legal


  
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	Stericycle, Inc.	  		  	Second Amendment

  

 
fees and expenses associated with (x) the MDL Contract Action, (y) the First Amendment and (z) the corresponding amendments to the Bank Credit Agreement, the Term Loan Agreement
and Other Note Agreements and (ix) as to any period, up to $10,000,000 in the aggregate of extraordinary and non-recurring cash expenses or charges in such period and minus (b) the following
to the extent included in calculating such Consolidated Net Income: (i) federal, state, local and foreign income tax credits of the Company and its Subsidiaries for such period and (ii) all non-cash
items increasing Consolidated Net Income for such period; provided, however, that Unadjusted Consolidated EBITDA shall be increased by the amount of Transaction Costs incurred during such period to the extent such amount was deducted in determining
Consolidated Net Income for such period. For purposes of calculating Unadjusted Consolidated EBITDA for any period of four consecutive quarters, if during such period the Company or any Subsidiary shall have made any Acquisition or disposed of any
Person or of all or substantially all of the operating assets of any Person, Unadjusted Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such period.

 “Unadjusted Consolidated Leverage Ratio” means, as of any date of determination, the ratio of
(a)(i) Consolidated Debt as of such date minus (ii) Unrestricted Cash as of such date to (b) Unadjusted Consolidated EBITDA for the period of the four consecutive fiscal quarters most recently ended on or prior to such date.

 Section 1.5. Amended Definitions. Schedule B to the Note Purchase Agreement is hereby amended by
amending and restating each of the following definitions in its entirety to read as follows: 
 “Consolidated
EBITDA” means, for any period, for the Company and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such
Consolidated Net Income: (i) Consolidated Interest Charges for such period, (ii) the provision for federal, state, local and foreign income taxes payable by the Company and its Subsidiaries for such period, (iii) depreciation and
amortization expense, (iv) other non-recurring expenses of the Company and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period, (v) non-cash stock compensation expenses of the Company and its Subsidiaries incurred in such 

  
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	Stericycle, Inc.	  		  	Second Amendment

  

 
period, (vi) up to $45,000,000 in the aggregate of cash charges associated with the settlement of the TCPA Action, (vii) up to $295,000,000 in the aggregate of cash charges associated
with the settlement of the MDL Contract Action, (viii) up to $5,000,000 in the aggregate of cash charges related to legal fees and expenses associated with (x) the MDL Contract Action, (y) the First Amendment and (z) the
corresponding amendments to the Bank Credit Agreement, the Term Loan Agreement and Other Note Agreements, (ix) as to any period, up to $10,000,000 in the aggregate of extraordinary and non-recurring cash
expenses or charges in such period and (x) solely for purposes of determining compliance with Section 10.1 and Section 10.2 for any fiscal quarter ending during the period from March 31,
2018 through December 31, 2019 (and for no other purposes hereunder) up to $200,000,000 in the aggregate in any four-fiscal quarter period of cash charges associated with (A) implementation of the Company’s Business Transformation and
Operational Optimization Expenses (each, as described in the Company’s Form 10-K for the fiscal year ended December 31, 2017), (B) internal control remediation, accounting pronouncements and related
professional and consulting expenses, (C) legal and settlement related expenses and (D) up to $25,000,000 of other cash charges minus (b) the following to the extent included in calculating such Consolidated Net Income:
(i) federal, state, local and foreign income tax credits of the Company and its Subsidiaries for such period and (ii) all non-cash items increasing Consolidated Net Income for such period; provided,
however, that Consolidated EBITDA shall be increased by the amount of Transaction Costs incurred during such period to the extent such amount was deducted in determining Consolidated Net Income for such period. For purposes of calculating
Consolidated EBITDA for any period of four consecutive quarters, if during such period the Company or any Subsidiary shall have made any Acquisition or disposed of any Person or of all or substantially all of the operating assets of any Person,
Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such period. 

“Increased Interest Rate” means the occurrence of a MDL Leverage Increased Interest Rate or a Primary Elevated
Interest Rate, as applicable. 

  
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	Stericycle, Inc.	  		  	Second Amendment

  

 SECTION 2. REPRESENTATIONS AND WARRANTIES
OF THE COMPANY. 
 Section 2.1. To induce the Noteholders to execute
and deliver this Agreement, the Company represents and warrants (which representations shall survive the execution and delivery of this Agreement) to the Noteholders that: 

(a) this Agreement has been duly authorized, executed and delivered by the Company and, upon execution and delivery thereof by
the parties hereto, this Agreement constitutes the legal, valid and binding obligation, contract and agreement of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally; 

(b) the Note Purchase Agreement, as amended by this Agreement, constitutes the legal, valid and binding obligation, contract
and agreement of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting
creditors’ rights generally; 
 (c) the execution, delivery and performance by the Company of this Agreement
(i) has been duly authorized by all requisite corporate actions on the part of the Company, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate
(1) any provision of law, statute, rule or regulation applicable to the Company or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it,
or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, or (B) result in a breach or constitute (alone or with due notice or lapse of
time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c); 

(d) as of the date hereof and after giving effect to this Agreement, no Default or Event of Default has occurred which is
continuing; and 
 (e) the representations and warranties contained in Section 5 of the Note Purchase Agreement are true
and correct in all material respects with the same force and effect as if made by the Company on and as of the date hereof, except to the extent that any such representation or warranty expressly relates to an earlier date. 

SECTION 3. CONDITIONS TO EFFECTIVENESS OF AMENDMENTS
AND WAIVERS. 
 Section 3.1. The amendments to the Note Purchase Agreement set forth
herein shall not become effective until, and shall become effective when (the “Effective Date”), each of the following conditions shall have been satisfied: 

  
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	Stericycle, Inc.	  		  	Second Amendment

  

 (a) executed counterparts of this Agreement, duly executed by the Company and
the holders of 51% in principal amount of the outstanding Notes, shall have been delivered to the Noteholders; 
 (b) the
representations and warranties of the Company set forth in Section 2 hereof shall be true and correct on and with respect to the date hereof, and the execution and delivery by the Company of this Agreement shall constitute
certification by the Company of the same; 
 (c) the Company shall have paid a fee to each holder of Notes equal to five
basis points (.05%) on the outstanding principal amount of Notes held by each such holder of a Note as of the Effective Date; 

(d) the Company shall have paid the fees and expenses of Chapman and Cutler LLP, special counsel to the Noteholders, incurred
in connection with the negotiation, preparation, approval, execution and delivery of this Agreement for which an invoice has been provided; 

(e) the Company shall have delivered copies of an amendment to each of the Bank Credit Agreement amending such agreements in
substance consistent with the amendments to the Note Purchase Agreement as contemplated by this Agreement; and 
 (f) the
Company shall have delivered copies of an amendment to each of the Other Note Agreements (as defined in the Note Purchase Agreement after giving effect to this Agreement) between the Company and the purchasers named therein, each amending such
agreements in substance consistent with the amendments to the Note Purchase Agreement as contemplated by this Agreement. 
 Upon receipt and satisfaction of
all of the foregoing, such amendments shall become effective. 
 SECTION 4. MISCELLANEOUS. 

Section 4.1. This Agreement shall be construed in connection with and as part of the Note Purchase Agreement, and
except as modified and expressly amended by this Agreement, all terms, conditions and covenants contained in the Note Purchase Agreement are hereby ratified and confirmed and shall be and remain in full force and effect. 

Section 4.2. Any and all notices, requests, certificates and other instruments, including the Notes, may refer to the
“Note Purchase Agreement” or the “Note Purchase Agreement dated as of October 1, 2015” without making specific reference to this Agreement, but nevertheless all such references shall be deemed to include this Agreement
unless the context shall otherwise require. 

  
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	Stericycle, Inc.	  		  	Second Amendment

  

 Section 4.3. The descriptive headings of the various Sections or
parts of this Agreement are for convenience only and shall not affect the meaning or construction of any of the provisions hereof. 

Section 4.4. This Agreement shall be governed by and construed in
accordance with New York law excluding choice-of-law principles of the law of New York that would require the application of the laws of jurisdiction other than New
York. 
 Section 4.5. This Agreement may be executed in any number of counterparts, each executed counterpart
constituting an original, but all together only one agreement. This Agreement, together with the Note Purchase Agreement (as amended hereby) and the Notes, constitutes the entire contract among the parties relating to the subject matter hereof and
supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be
effective as delivery of a manually executed counterpart of this Agreement. 

  
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 IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the Effective Date. 
  

			
	STERICYCLE, INC.
		
	By	 	 /s/ Daniel Ginnetti

		 	Name: Daniel Ginnetti
		 	Title: Executive Vice President and Chief
		 	   Financial Officer




  

					
	Stericycle, Inc.	  		  	Second Amendment to
		  		  	2015 Note Purchase Agreement









 Accepted and Agreed to: 

 

			
	METROPOLITAN LIFE INSURANCE COMPANY
	
	GENERAL AMERICAN LIFE INSURANCE COMPANY
	by	 	Metropolitan Life Insurance Company, its Investment Manager
		
	By	 	 /s/ John A. Wills

		 	Name: John A. Wills
		 	Title: Senior Vice President and Managing
		 	          Director
	
	BRIGHTHOUSE LIFE INSURANCE COMPANY
	by MetLife Investment Advisors, LLC, Its         Investment Manager
		
	By	 	 /s/ Judith A. Gulotta

		 	Name: Judith A. Gulotta
		 	Title: Managing Director
	
	ERIE FAMILY LIFE INSURANCE COMPANY
	    by MetLife Investment Advisors, LLC, Its       Investment Manager
		
	By	 	 /s/ Judith A. Gulotta

		 	Name: Judith A. Gulotta
		 	Title: Managing Director



  

					
	Stericycle, Inc.	  		  	Second Amendment to
		  		  	2015 Note Purchase Agreement









 Accepted and Agreed to: 

 

			
	 THE NORTHWESTERN MUTUAL LIFE INSURANCE

       COMPANY

		
	By	 	Northwestern Mutual Investment Management Company, LLC, its investment adviser
		
	By	 	 /s/ Michael H. Leske

		 	Name: Michael H. Leske
		 	Title: Managing Director
	
	 THE NORTHWESTERN MUTUAL
LIFE INSURANCE COMPANY for its Group Annuity Separate Account

		
	By	 	 /s/ Michael H. Leske

		 	Name: Michael H. Leske
		 	Title: Its Authorized Representative



  

					
	Stericycle, Inc.	  		  	Second Amendment to
		  		  	2015 Note Purchase Agreement









 Accepted and Agreed to: 

 

					
	NEW YORK LIFE INSURANCE COMPANY
			
	By	 		 	 /s/ Clara Fagan

		 		 	Name: Clara Fagan
		 		 	Title: Corporate Vice President
	
	 NEW YORK LIFE INSURANCE AND ANNUITY

       CORPORATION

		
	By:	 	NYL Investors LLC, its Investment Manager
			
		 	By	 	 /s/ Clara Fagan

		 		 	Name: Clara Fagan
		 		 	Title: Director
	
	 NEW YORK LIFE INSURANCE AND ANNUITY

       CORPORATION INSTITUTIONALLY OWNED LIFE

       INSURANCE SEPARATE ACCOUNT (BOLI 3)

		
	By:	 	NYL Investors LLC, its Investment Manager
			
		 	By	 	 /s/ Clara Fagan

		 		 	Name: Clara Fagan
		 		 	Title: Director



  

					
	Stericycle, Inc.	  		  	Second Amendment to
		  		  	2015 Note Purchase Agreement









 Accepted and Agreed to: 

 

					
	The Bank of New York Mellon, a banking
		 	CORPORATION ORGANIZED UNDER THE LAWS OF NEW YORK, NOT IN
ITS INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE UNDER THAT CERTAIN TRUST
AGREEMENT DATED AS OF JULY 1ST, 2015 BETWEEN NEW YORK LIFE INSURANCE
COMPANY, AS GRANTOR, JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), AS BENEFICIARY,
JOHN HANCOCK LIFE INSURANCE COMPANY OF NEW YORK, AS BENEFICIARY, AND
THE BANK OF NEW YORK MELLON, AS TRUSTEE
		
	By:	 	New York Life Insurance Company, its attorney-in-fact
			
		 	By	 	 /s/ Clara Fagan

		 		 	Name: Clara Fagan
		 		 	Title: Corporate Vice President



  

					
	Stericycle, Inc.	  		  	Second Amendment to
		  		  	2015 Note Purchase Agreement









 Accepted and Agreed to: 

 

			
	STATE FARM LIFE INSURANCE COMPANY
		
	By	 	 /s/ Julie Hoyer

		 	Name: Julie Hoyer
		 	Title: Investment Executive
		
	By	 	 /s/ Rebekah L. Holt

		 	Name: Rebekah L. Holt
		 	Title: Investment Professional
	
	 STATE FARM LIFE AND ACCIDENT
ASSURANCE
       COMPANY

		
	By	 	 /s/ Julie Hoyer

		 	Name: Julie Hoyer
		 	Title: Investment Executive
		
	By	 	 /s/ Rebekah L. Holt

		 	Name: Rebekah L. Holt
		 	Title: Investment Professional



  

					
	Stericycle, Inc.	  		  	Second Amendment to
		  		  	2015 Note Purchase Agreement









 Accepted and Agreed to: 

 

			
	NATIONWIDE LIFE INSURANCE COMPANY
		
	By	 	 /s/ Cristian I. Donoso

		 	Name: Cristian I. Donoso
		 	Title: Authorized Signatory



  

					
	Stericycle, Inc.	  		  	Second Amendment to
		  		  	2015 Note Purchase Agreement









 Accepted and Agreed to: 

 

			
	THRIVENT FINANCIAL FOR LUTHERANS
		
	By	 	 /s/ Christopher H. Patton

		 	Name: Christopher Patton
		 	Title: Managing Director



  

					
	Stericycle, Inc.	  		  	Second Amendment to
		  		  	2015 Note Purchase Agreement









 Accepted and Agreed to: 

 

			
	STATE OF WISCONSIN INVESTMENT BOARD
		
	By	 	 /s/ Christopher P. Prestigiacomo

		 	Name: Christopher P. Prestigiacomo
		 	Title: Portfolio Manager



  

					
	Stericycle, Inc.	  		  	Second Amendment to
		  		  	2015 Note Purchase Agreement









 Accepted and Agreed to: 

 

			
	AUTO-OWNERS INSURANCE COMPANY 
	By:	 	Fort Washington Investment Advisors,
		 	as investment adviser
		
	By	 	 /s/ Douglas E. Kelsey

		 	Name: Douglas E. Kelsey
		 	Title: VP-Private Placements
		
	By	 	 /s/ Roger M. Lanham

		 	Name: Roger M. Lanham
		 	Title: Co-Chief Investment Officer
	
	AUTO-OWNERS LIFE INSURANCE COMPANY 
	By:	 	Fort Washington Investment Advisors,
		 	as investment adviser
		
	By	 	 /s/ Douglas E. Kelsey

		 	Name: Douglas E. Kelsey
		 	Title: VP-Private Placements
		
	By	 	 /s/ Roger M. Lanham

		 	Name: Roger M. Lanham
		 	Title: Co-Chief Investment Officer



  

					
	Stericycle, Inc.	  		  	Second Amendment to
		  		  	2015 Note Purchase Agreement









 Accepted and Agreed to: 

 

			
	AMERICAN UNITED LIFE INSURANCE COMPANY
		
	By:	 	 /s/ Michael I. Bullock

	Name: Michael I. Bullock
	Title: VP, Private Placements
	
	THE STATE LIFE INSURANCE COMPANY
	By:	 	American United Life Insurance Company
	Its: Agent
		
	By:	 	 /s/ Michael I. Bullock

	Name: Michael I. Bullock
	Title: VP, Private Placements



  

					
	Stericycle, Inc.	  		  	Second Amendment to
		  		  	2015 Note Purchase Agreement









 Accepted and Agreed to: 

 

			
	 AMERITAS LIFE INSURANCE CORP. SUCCESSOR

      BY MERGER TO ACACIA LIFE
INSURANCE
       COMPANY

	AMERITAS LIFE INSURANCE CORP. OF NEW YORK
	By: Ameritas Investment Partners Inc., as Agent
		
	By:	 	 /s/ Tina Udell

		 	Name: Tina Udell
		 	Title: Vice President & Managing Director



  

					
	Stericycle, Inc.	  		  	Second Amendment to
		  		  	2015 Note Purchase Agreement









 Accepted and Agreed to: 

 

			
	PHL VARIABLE INSURANCE COMPANY
	By: Nassau Asset Management LLC, as Investment Manager
		
	By	 	 /s/ Christopher Wilkos

		 	Name: Christopher Wilkos
		 	Title: Chief Investment Officer



  

					
	Stericycle, Inc.	  		  	Second Amendment to
		  		  	2015 Note Purchase Agreement









 Accepted and Agreed to: 

 

			
	 WOODMEN OF THE WORLD LIFE INSURANCE

      SOCIETY

		
	By:	 	 /s/ Shawn Bengtson

		 	Name: Shawn Bengtson
		 	Title: Vice President, Investment



  

					
	Stericycle, Inc.	  		  	Second Amendment to
		  		  	2015 Note Purchase Agreement









 Accepted and Agreed to: 

 

			
	 SOUTHERN FARM BUREAU LIFE INSURANCE

      COMPANY

		
	By	 	 /s/ David Divine

		 	Name: David Divine
		 	Title: Senior Portfolio Manager



  

					
	Stericycle, Inc.	  		  	Second Amendment to
		  		  	2015 Note Purchase Agreement