exv10w2



 







Exhibit 10.2




AMENDMENT NO. 1 TO CREDIT AGREEMENT




          This AMENDMENT NO. 1 TO CREDIT AGREEMENT (the “Agreement”) is dated as of December 29,
2005 by and among Stericycle, Inc., a Delaware corporation (the “Company”), Stericycle
International, Ltd. (the “Designated Borrower”), the Subsidiaries of the Company named as
signatories hereto (collectively, the “Subsidiary Guarantors”), the financial institutions
from time to time party to the Credit Agreement referred to and defined below (collectively, the
“Lenders”), the “New Lender” referred to and defined below, Bank of America, N.A. and
Comerica Bank, as letter of credit issuers (in such capacity, the “L/C Issuers”), Bank of
America, N.A., as swingline lender (in such capacity, the “Swing Line Lender”) and Bank of
America, N.A., as representative of the L/C Issuers and Lenders party to the Credit Agreement
referred to and defined below (in such capacity, the “Administrative Agent”). Undefined
capitalized terms used herein shall have the meanings ascribed to such terms in such Credit
Agreement referred to and defined below.




W I T N E S S E T H:




          WHEREAS, the Company, the Designated Borrower, the Lenders, the L/C Issuers, the
Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, and Fortis Capital Corp. and
Calyon-New York Branch, as Co-Documentation Agents, have entered into that certain Credit Agreement
dated as of June 30, 2005 (as amended prior to the date hereof, the “Credit Agreement”),
pursuant to which, among other things, the Lenders have agreed to provide, subject to the terms and
conditions contained therein, certain loans and other financial accommodations to the Company, the
Designated Borrower and the other “Designated Borrowers” from time to time party thereto;




          WHEREAS, the Company has requested that the Administrative Agent, the L/C Issuers and the
Lenders amend the Credit Agreement to, among other things, (i) increase the Letter of Credit
Sublimit from $125,000,000 to $150,000,000, (ii) increase the amount by which the Aggregate
Commitment can be increased pursuant to Section 2.15 of the Credit Agreement from $50,000,000 to
$250,000,000 and (iii) amend Section 7.10 of the Credit Agreement to remove certain restrictions on
the ability of the Designated Borrower to refinance Indebtedness incurred or assumed by it to
finance, directly or indirectly, the acquisition of shares in the Designated Borrower or any of its
Subsidiaries and, subject to the terms and conditions of this Agreement, the Administrative Agent,
the L/C Issuers and the Lenders hereby agree to such amendments to the Credit Agreement;




          WHEREAS, immediately upon the effectiveness of the amendments to the Credit Agreement
contemplated in this Agreement, the Company has requested that (i) the Aggregate Commitment be
increased by $150,000,000 from $400,000,000 to $550,000,000 (the “Increase”) and (ii)
Citibank, N.A. (the “New Lender”) become party to the Credit Agreement as a “Lender” (the
“Joinder”) pursuant to Section 2.15 of the Credit Agreement; and




          WHEREAS, in connection with the Increase and the Joinder, (i) each Lender which has an
Applicable Percentage, as in effect immediately prior to giving effect to the

 









 








amendments and the Increase contemplated by this Agreement, that is greater than its
Applicable Percentage proposed pursuant to this Agreement to be in effect immediately after giving
effect to such amendments and such Increase (the “Assignor Lenders”) desires to sell and
assign to the New Lender and each other Lender which has an Applicable Percentage, as in effect
immediately prior to giving effect to the amendments and the Increase contemplated by this
Agreement, that is less than its Applicable Percentage proposed pursuant to this Agreement to be in
effect immediately after giving effect to such amendments and such Increase (together with the New
Lender, the “Assignee Lenders”), and each Assignee Lender desires to purchase and acquire
from each Assignor Lender, portions of the interests in the outstanding Loans and L/C Obligations
of each such Assignor Lender as constituted immediately prior to the effectiveness of the Increase
as may be necessary to result in all Lenders’ holding shares of such interests consistent with such
proposed resulting Applicable Percentage and (ii) the Lenders have agreed to reallocate their
Commitments, in each case, in accordance with the terms of this Agreement.




          NOW, THEREFORE, in consideration of the foregoing premises, the terms and conditions stated
herein and other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the Company, the Designated Borrower, the Subsidiary Guarantors, the L/C Issuers,
the Swing Line Lender, the Lenders, the New Lender and the Administrative Agent, such parties
hereby agree as follows:




          1.     Amendments to the Credit Agreement. Subject to the satisfaction of each of the
conditions set forth in Section 3 of this Agreement, the Credit Agreement is hereby amended
as follows:





          (a) The defined term “Letter of Credit Sublimit” set forth Section 1.01 of the Credit
Agreement is hereby amended to delete the reference to the dollar amount $125,000,000” set
forth in such defined term and to replace such dollar amount with the dollar amount
“$150,000,000.”




          (b) Section 2.15(a) of the Credit Agreement is hereby amended to delete the reference
to the dollar amount “$50,000,000” set forth in the first sentence of such section and to
replace such dollar amount with the dollar amount “$250,000,000.”




          (c) Section 2.15(a) of the Credit Agreement is hereby further amended to delete the
reference to the number amount “two” set forth in clause (ii) of the proviso to the first
sentence of such section and to replace such number with the number “three.”




          (d) Section 7.10 of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:




                    7.10     Use of Proceeds. Other than to the extent permitted under
Section 7.06, use the proceeds of any Credit Extension, whether
directly or indirectly, and whether immediately, incidentally or ultimately,
to purchase or carry margin stock (within the meaning of Regulation U of the
FRB) or to extend credit to others for the purpose of purchasing or carrying
margin stock or to refund indebtedness originally incurred for such purpose.



2









 





          2.     Increase in the Aggregate Commitment. Subject to the satisfaction of each of the
conditions set forth in Section 3 of this Agreement and immediately after giving effect to
the provisions of Section 1 of this Agreement, the parties hereto agree as follows
notwithstanding anything in Section 2.15 of the Credit Agreement to the contrary:





          (a)     The Aggregate Commitment is increased by $150,000,000 from $400,000,000 to
$550,000,000 and, subject to the terms and conditions of this Agreement, such increase shall
be deemed to have been effected in compliance with Section 2.15. After giving effect to the
amendments effected pursuant to Section 1 of this Agreement and the foregoing
increase, the Company may from time to time request, pursuant to Section 2.15, further
increases in the aggregate commitments by an amount (for all further requests) not exceeding
$100,000,000; provided that (i) any such request for an additional increase shall be
in a minimum amount of $25,000,000 and (ii) the Company may make a maximum of two more such
requests.




          (b)     The Assignee shall become a party to the Credit Agreement as a “Lender” and shall
have all of the rights and obligations of a Lender thereunder and shall thereupon have a
Commitment and an Applicable Percentage under and for purposes of the Credit Agreement in
the amounts set forth opposite the New Lender’s name on Schedule I hereof. The
Administrative Agent acknowledges that this Agreement constitutes a joinder agreement in
form and substance acceptable to the Administrative Agent pursuant to Section 2.15(c) of the
Credit Agreement and each of the parties hereto hereby approve the New Lender as an Eligible
Assignee under the Credit Agreement.




          (c)     Each of the Assignor Lenders hereby sells and assigns to the Assignee Lenders, and
each of the Assignee Lenders hereby purchases and assumes from each of the Assignor Lenders,
ratable portions of each Assignor Lender’s interests in the outstanding Loans and the L/C
Obligations (collectively the “Interests”), and each of the Lenders and the New
Lender hereby agrees to reallocate among themselves their respective Commitments and
interests in the outstanding Loans and L/C Obligations, in each case such that after giving
effect to such sales, assignments, purchases, assumptions and reallocations contemplated in
this paragraph, each Lender and the New Lender shall have the resulting Commitments and
Applicable Percentages as are set forth on Schedule I opposite such Person’s name
therein. In addition, the Lenders’ risk participations in outstanding L/C Obligations and
Swing Line Loans shall be reallocated among the Lenders and the New Lender in such a manner
as may be necessary to result in such participations being held ratably in accordance with
such revised Applicable Percentages. The sales, assignments, purchases, assumptions and
reallocations to be effected pursuant to this paragraph shall be without recourse to, or
representation or warranty (except as expressly provided in this Agreement) by, any of the
Lenders or the New Lender. As consideration for such sales, assignments, purchases,
assumptions and reallocations, each Assignee Lender shall pay to the Administrative Agent,
by wire transfer of immediately available funds, the positive amount set forth beside such
Assignee Lender’s name on Schedule I under the heading “Change in Outstandings”,
and, upon receipt of such amounts, the Administrative Agent shall pay to each Assignor
Lender the negative amounts set forth beside each Assignor Lender’s name Schedule I
under the heading “Change in Outstandings.”



3









 






          (d)     Each of the Assignor Lenders (i) represents and warrants that it is the legal and
beneficial owner of the Interests being sold and assigned by it hereunder and that such
Interests are free and clear of any Liens or any adverse claims; (ii) makes no
representation or warranty and assumes no responsibility with respect to any statements,
warranties or representations made by any the Company or any of its Affiliates in or in
connection this Agreement or the Credit Agreement; and (iii) makes no representation or
warranty and assumes no responsibility with respect to the financial condition of the
Company or its Affiliates or the performance or observance by the Company or its Affiliates
of any of their respective obligations under the Credit Agreement or any other instrument or
document furnished pursuant thereto.




          (e)     The Company hereby agrees to compensate each Lender and the New Lender, in
immediate available funds on date of this Agreement, for any losses, expenses and
liabilities incurred by such Lender or New Lender in connection with the sales, assignments,
purchases, assumptions and reallocations contemplated by this Agreement with respect to any
Eurocurrency Rate Loan subject to such transactions.




          (f)     The New Lender hereby (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to
enter into this Agreement; (ii) agrees that it will, independently and without reliance upon
the Administrative Agent or any other Lender and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions in taking
or not taking action under the Credit Agreement; (iii) appoints and authorizes the
Administrative Agent to take such action as contractual representative on its behalf and to
exercise such powers under the Credit Agreement and the other Loan Documents as are
delegated to the Administrative Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their
terms all of the obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender.




          (g)     The Administrative Agent shall make all payments under the Credit Agreement in
respect of the Interests and other interests under the Credit Agreement assigned or
reallocated hereby and the Commitments and Applicable Percentages as reallocated hereby
(including all payments of principal, interest and fees with respect thereto).




          (h)     Schedule 2.01 of the Credit Agreement shall be amended and restated in its entirety
as Schedule I hereto.



          3.     Effectiveness of this Agreement; Conditions Precedent. The provisions of
Sections 1 and 2 of this Agreement shall be effective upon the Administrative
Agent’s receipt of:





          (a)     an originally-executed counterpart (or facsimile thereof) of this Agreement duly
executed and delivered by authorized officers of the Company, the Designated Borrower, the
L/C Issuers, the Swing Line Lender, the Subsidiary Guarantors, the New Lender and each other
Lender;



4









 






          (b)     Notes, in form and substance acceptable to the Administrative Agent, made payable
to each Lender (including the New Lender) whose Commitment is increased pursuant to this
Agreement that requests a Note reflecting its Commitment, as amended hereby;




          (c)     a certificate signed by an officer of the Company and the Designated Borrower,
dated as of the date hereof, certifying (i) the currency and authenticity of the resolutions
of the board of directors (or the equivalent thereof) of such Person authorizing its
execution and delivery of this Agreement and the performance hereof and of the Credit
Agreement as to be amended hereby and (ii) that, both before and after giving effect to the
increase in the Aggregate Commitment contemplated by Section 2 of this Agreement, (A) the
representations and warranties of such Person contained in Article V of the Credit Agreement
and the other Loan Documents to which such Person is a party are true and correct as of the
date hereof (except (1) to the extent that such representations and warranties specifically
refer to an earlier date, in which case they refer to an earlier date and (2) the
representations and warranties contained in subsections (a) and (b) of Section 5.05 of the
Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant
to such subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement) and
(B) no Default exists;




          (d)     an opinion letter of Johnson & Colmar, counsel for the Company, addressing matters
related to this Agreement and the Credit Agreement as amended by this Agreement;




          (e)     a good standing certificate of the Company certified as a recent date by the
Secretary of State of the State of Delaware;




          (f)     evidence that all of the payments required to be made by the Assignee Lenders under
Section 2(e) hereof have been made; and




          (g)     payment in full from the Company, in immediately available funds, of (i) a
commitment increase fee payable to each Lender (including, without limitation, the New
Lender) in an amount equal to 0.125% of the amount, if any, by which such Lender’s
Commitment is to be increased pursuant to this Agreement and (ii) the arrangement fee
required under that certain letter agreement dated the date hereof by and among Bank of
America, N.A., Banc of America Securities LLC, and the Company, all of which aforementioned
fees shall be fully earned and non-refundable when due and payable (collectively, the
“Amendment Fees”).



          4.     Representations, Warranties and Covenants.





          (a)     Each of the Company, the Designated Borrower and each Subsidiary Guarantor hereby
represents and warrants that this Agreement and the Credit Agreement, as applicable,
constitute the legal, valid and binding obligations of such Person enforceable against such
Person in accordance with their terms.




          (b)     Each of the Company, the Designated Borrower and each Subsidiary Guarantor hereby
represents and warrants that its execution, delivery and performance of



5









 







this Agreement and the Credit Agreement, as applicable, have been duly authorized by
all proper corporate action, do not violate any provision of its certificate of
incorporation or bylaws, will not violate any law, regulation, court order or writ
applicable to it, and will not require the approval or consent of any governmental agency,
or of any other third party under the terms of any contract or agreement to which such
Person or any such Person’s Affiliates is bound.




          (c)     Each of the Company and the Designated Borrower hereby represents and warrants
that, before and after giving effect to the provisions of this Agreement, (i) no Default or
Event of Default has occurred and is continuing or will have occurred and be continuing and
(ii) all of the representations and warranties of the Company and the Designated Borrower
contained in the Credit Agreement and in each other Loan Document (other than
representations and warranties which, in accordance with their express terms, are made only
as of an earlier specified date) are, and will be, true and correct as of the date of the
Company’s or the Designated Borrower’s, as applicable, execution and delivery hereof or
thereof in all material respects as though made on and as of such date.




          (d)     The Company hereby agrees to pay the Amendment Fees to the Administrative Agent,
for the benefit of the Lenders, and to the Administrative Agent, for the Arranger’s sole
account, upon the Company’s execution and delivery of this Agreement.



          5.     Reaffirmation, Ratification and Acknowledgment; Reservation. The Company, the
Designated Borrower and each Subsidiary Guarantor hereby (a) ratifies and reaffirms all of its
payment and performance obligations, contingent or otherwise, under each Loan Document to which it
is a party, (b) agrees and acknowledges that such ratification and reaffirmation is not a condition
to the continued effectiveness of such Loan Documents, and (c) agrees that neither such
ratification and reaffirmation, nor the Administrative Agent’s, any L/C Issuer’s, the Swing Line
Lender’s or any Lender’s solicitation of such ratification and reaffirmation, constitutes a course
of dealing giving rise to any obligation or condition requiring a similar or any other ratification
or reaffirmation from the Company, the Designated Borrower or such Subsidiary Guarantors with
respect to any subsequent modifications to the Credit Agreement or the other Loan Documents. The
Credit Agreement is in all respects ratified and confirmed. Each of the Loan Documents shall
remain in full force and effect and are hereby ratified and confirmed. Neither the execution,
delivery nor effectiveness of this Agreement shall operate as a waiver of any right, power or
remedy of the Administrative Agent or the Lenders, or of any Default or Event of Default (whether
or not known to the Administrative Agent, the L/C Issuers, the Swing Line Lender or the Lenders),
under any of the Loan Documents, all of which rights, powers and remedies, with respect to any such
Default or Event of Default or otherwise, are hereby expressly reserved by the Administrative
Agent, the L/C Issuers, the Swing Line Lender and the Lenders. This Agreement shall constitute a
Loan Document for purposes of the Credit Agreement.




          6.     Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF ILLINOIS.




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          7.     Administrative Agent’s Expenses. The Company hereby agrees to promptly reimburse
the Administrative Agent for all of the reasonable out-of-pocket expenses, including, without
limitation, attorneys’ and paralegals’ fees, it has heretofore or hereafter incurred or incurs in
connection with the preparation, negotiation and execution of this Agreement and the related Loan
Documents.




          8.     Counterparts. This Agreement may be executed in counterparts, each of which shall
be an original and all of which together shall constitute one and the same agreement among the
parties.




          9.     Service of Process. Each of the Designated Borrower and White Rose Environmental
Limited hereby appoints the Company as its agent for any service of process relating to any
proceedings in any Federal or State court located in the State of Illinois arising out of or in
connection with any Loan Document to which such Person is party and the Company hereby accepts such
appointment.




* * * * *




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          IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first above
written.




	 	 	 	 	 
	 	STERICYCLE, INC., as the Company

 	 
	 	By:  	/s/ Frank J.M. ten Brink
 	 
	 	 	Name:  	Frank J.M. ten Brink 	 
	 	 	Title:  	Executive Vice President and Chief

Financial Officer 	 
	 
	 	STERICYCLE INTERNATIONAL, LTD., as

the a Designated Borrower

 	 
	 	By:  	/s/ Frank J.M. ten Brink
 	 
	 	 	Name:  	Frank J.M. ten Brink 	 
	 	 	Title:  	Director 	 
	 
	 	STERICYCLE INTERNATIONAL, LLC, as a

Subsidiary Guarantor

 	 
	 	By:  	/s/ Frank J.M. ten Brink
 	 
	 	 	Name:  	Frank J.M. ten Brink 	 
	 	 	Title:  	Vice President and Manager 	 
	 
	 	WHITE ROSE ENVIRONMENTAL LIMITED,

as a Subsidiary Guarantor

 	 
	 	By:  	/s/ Frank J.M. ten Brink
 	 
	 	 	Name:  	Frank J.M. ten Brink 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as a Lender, an L/C

Issuer and as Swing Line Lender

 	 
	 	By:  	/s/ Richard D. Hill, Jr.
 	 
	 	 	Name:  	Richard D. Hill, Jr. 	 
	 	 	Title:  	Managing Director 	 
	 
	 	BANK OF AMERICA, N.A., as Administrative

Agent

 	 
	 	By:  	/s/ Paul L. Folino
 	 
	 	 	Name:  	Paul L. Folino 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	CITIBANK, N.A., as the New Lender

 	 
	 	By:  	/s/ James M. Buchanan
 	 
	 	 	Name:  	James M. Buchanan 	 
	 	 	Title:  	Vice President 	 
	 
	 	JPMORGAN CHASE BANK, N.A., as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	FORTIS CAPITAL CORP., as a Lender

 	 
	 	By:  	/s/ Trond Rokholt
 	 
	 	 	Name:  	Trond Rokholt 	 
	 	 	Title:  	Managing Director 	 
	 
	 	U. S. BANK NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/ Kathleen D. Schurr
 	 
	 	 	Name:  	Kathleen D. Schurr 	 
	 	 	Title:  	Vice President 	 
	 
	 	UBS AG, STAMFORD BRANCH, as a Lender

 	 
	 	By:  	/s/ Joselin Fernandez
 	 
	 	 	Name:  	Joselin Fernandez 	 
	 	 	Title:  	Associate Director, Banking
Products Services, US 	 
	 
	 	 	 
	 	By:  	/s/ Doris Mesa
 	 
	 	 	Name:  	Doris Mesa 	 
	 	 	Title:  	Associate Director, Banking
Products Services, US 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CALYON NEW YORK BRANCH, as a Lender

 	 
	 	By:  	/s/ F. Frank Herrera
 	 
	 	 	Name:  	F. Frank Herrera 	 
	 	 	Title:  	Director 	 
	 
	 	AIB DEBT MANAGEMENT LIMITED, as a Lender

 	 
	 	By:  	/s/ Rima Terradista
 	 
	 	 	Name:  	Rima Terradista 	 
	 	 	Title:  	Co-Head Leverage Finance,
Director of corporate Banking
North America 	 
	 
	 	COMERICA BANK, as a Lender and as an L/C Issuer

 	 
	 	By:  	/s/ Felicia M. Maxwell
 	 
	 	 	Name:  	Felicia M. Maxwell 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a

Lender

 	 
	 	By:  	/s/ Rhomes Ritter
 	 
	 	 	Name:  	Rhomes Ritter 	 
	 	 	Title:  	Vice President 	 
	 
	 	THE NORTHERN TRUST COMPANY, as a Lender

 	 
	 	By:  	/s/ Jeffrey P. Sullivan
 	 
	 	 	Name:  	Jeffrey P. Sullivan 	 
	 	 	Title:  	Vice President 	 
	 
	 	HARRIS N.A., as a Lender

 	 
	 	By:  	/s/ Patrick McDonnell
 	 
	 	 	Name:  	Patrick McDonnell 	 
	 	 	Title:  	Managing Director 	 
	 
	 	FIFTH THIRD BANK (CHICAGO), as a Lender

 	 
	 	By:  	/s/ Joseph A. Wernhoff
 	 
	 	 	Name:  	Joseph A. Wernhoff 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 




 









 





Schedule I to Amendment No. 1 to Credit Agreement




COMMITMENTS, APPLICABLE PERCENTAGES, ETC.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable	 	Change in
	Lender	 	Commitment	 	Percentage	 	Outstandings
	Bank of America, N.A.
	 	 	 	 	 	 	 	 	 	 	 	 
	Fortis Capital Corp.
	 	 	 	 	 	 	 	 	 	 	 	 
	AIB
Debt Management Limited
	 	 	 	 	 	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A.
	 	 	 	 	 	 	 	 	 	 	 	 
	UBS Loan Finance LLC
	 	 	 	 	 	 	 	 	 	 	 	 
	Calyon New York Branch
	 	 	 	 	 	 	 	 	 	 	 	 
	Comerica Bank
	 	 	 	 	 	 	 	 	 	 	 	 
	The Northern Trust Company
	 	 	 	 	 	 	 	 	 	 	 	 
	Harris N.A.
	 	 	 	 	 	 	 	 	 	 	 	 
	Fifth Third Bank (Chicago)
	 	 	 	 	 	 	 	 	 	 	 	 
	U.S.
Bank National Association
	 	 	 	 	 	 	 	 	 	 	 	 
	Wells
Fargo Bank, National Association
	 	 	 	 	 	 	 	 	 	 	 	 
	Citibank, N.A.
	 	 	 	 	 	 	 	 	 	 	 	 
	Total:

	 	$	550,000,000.00	 	 	 	100.000000000	%	 	$	0.00