EX-10.2



 Exhibit 10.2 
 STERICYCLE, INC. 
 FIRST AMENDMENT 

This First Amendment, dated as of October 18, 2012 (this “Amendment”), is entered into by and among Stericycle,
Inc., a Delaware corporation (the “Company”), the Subsidiaries of the Company signatory hereto (collectively, the “Subsidiary Loan Parties”), the Lenders (as defined below) signatory hereto and Bank of America,
N.A., as administrative agent (in such capacity, the “Administrative Agent”) under that certain Amended and Restated Credit Agreement, dated as of September 21, 2011 (as amended, restated, supplemented or otherwise modified
prior to the date hereof, the “Credit Agreement”), among the Company, the financial institutions from time to time party thereto as lenders (the “Lenders”) or as “L/C Issuers”, the Subsidiaries of the
Company party thereto as “Designated Borrowers” and the Administrative Agent. Terms defined in the Credit Agreement shall have their defined meanings when used herein. 

W I T N E S S E T H 
 WHEREAS, the Company has requested that the Lenders and the Administrative Agent amend the Credit Agreement as set forth herein; and 

WHEREAS, the Administrative Agent and the Lenders have agreed, on the terms and conditions set forth below, to so amend the Credit
Agreement. 
 NOW, THEREFORE, each of the parties hereto hereby agrees as follows: 

1. Amendments to Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Paragraph 2 hereof:

 (a) The following defined term is added to Section 1.01 of the Credit Agreement in proper alphabetical order: 

“2012 Note Purchase Agreement” means a note purchase agreement entered into by the Company on or before October 22,
2012, pursuant to which the Company issues and sells no more than $250,000,000 in the aggregate of its senior notes, in two series having seven- and 10-year maturities, each in the aggregate amount of $125,000,000, and substantially similar in
substance to the draft provided to the Administrative Agent. 
 (b) Section 7.09 of the Credit Agreement is amended to
delete the following parenthetical: (other than restrictions contained in this Agreement or any other Loan Document, or in Section 10.3 of the 2008 Note Purchase Agreement or Section 10.3 of the 2010 Note Purchase Agreement) and to
substitute therefor the following parenthetical: (other than restrictions contained in this Agreement or any other Loan Document, or in Section 10.3 of the 2008 Note Purchase Agreement or Section 10.3 of the 2010 Note Purchase Agreement or
Section 10.3 of the 2012 Note Purchase Agreement). 







 2. Conditions to Effectiveness. The provisions of Paragraph 1 of this
Amendment shall be deemed to have become effective as of the date of this Amendment, but such effectiveness shall be expressly conditioned upon the following: 
 (a) the Administrative Agent’s receipt of counterparts of this Amendment, duly executed and delivered on behalf of each of the Company, each Subsidiary Loan Party and the Required Lenders; and

 (b) unless waived by the Administrative Agent, the Company having paid all fees, charges and disbursements of counsel to the
Administrative Agent to the extent invoiced prior to or on the date hereof. 
 3. Representations and Warranties. Each
Loan Party hereby represents and warrants that: 
 (a) This Amendment has been duly executed and delivered by each Loan Party
that is party hereto. This Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms (except, in any case, as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, examinership or similar laws affecting creditors’ rights generally and by principles of equity); 
 (b) Each Loan Party (a) is duly organized or formed, validly existing and in good standing (if applicable in such Loan Party’s jurisdiction of incorporation or organization) under the Laws of
the jurisdiction of its incorporation or organization and (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under this
Amendment; 
 (c) The execution, delivery and performance by each Loan Party of this Amendment have been duly authorized by all
necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any
Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or
decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law; 
 (d) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment; 
 (e) No Default has occurred
and is continuing or would result from the consummation of the transactions contemplated by this Amendment; and 
 (f) The
representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to
an earlier date, in which case they are true and correct as of such earlier date. 

  
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 4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE INTERNAL LAWS AND DECISIONS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF THE STATE OF ILLINOIS. 
 5.
Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same document. 
 6. Effect. Upon the effectiveness of this Amendment, each reference in the
Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import shall mean and be a reference to the Credit Agreement as modified hereby and each reference in the other Loan Documents to the Credit
Agreement, “thereunder,” “thereof,” or words of like import shall mean and be a reference to the Credit Agreement as modified hereby. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement.

 7. Reaffirmation. Except as specifically modified by this Amendment, the Credit Agreement shall remain in full force
and effect and is hereby ratified and confirmed. 
 8. Subsidiary Guarantors. Each Subsidiary Guarantor hereby consents
to this Amendment and reaffirms the terms and conditions of each Guaranty and each other Loan Document executed by it and acknowledges and agrees that each and every such Guaranty and other Loan Document executed by such Subsidiary Guarantor in
connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. 

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 IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be executed and
delivered by a duly authorized officer on the date first above written. 
  

			
	BANK OF AMERICA, N.A.,
	as Administrative Agent
		
	By:	 	/s/ Maria F. Maia
	Name:	 	Maria F. Maia
	Title:	 	Managing Director
	
	BANK OF AMERICA, N.A., as Lender, an L/C Issuer and Swing Line Lender
		
	By:	 	/s/ Maria F. Maia
	Name:	 	Maria F. Maia
	Title:	 	Managing Director



  
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	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 a Designated Borrower and Subsidiary Guarantor
			
	By:	 	/s/ Frank J.M. ten Brink	 	
	Name:	 	Frank J.M. ten Brink	 	
	Title:	 	Director	 	
	
	STERICYCLE INTERNATIONAL, LLC, as a Designated Borrower and Subsidiary Guarantor
			
	By:	 	/s/ Frank J.M. ten Brink	 	
	Name:	 	Frank J.M. ten Brink	 	
	Title:	 	Vice President and Manager	 	
	
	STERICYCLE EUROPE S.à.r.l., as a Designated Borrower and Subsidiary Guarantor
			
	By:	 	/s/ Frank J.M. ten Brink	 	
	Name:	 	Frank J.M. ten Brink	 	
	Title:	 	A manager	 	
	
	STERICYCLE, INC., a New Brunswick (Canada) corporation, as a Designated Borrower and Subsidiary Guarantor
			
	By:	 	/s/ Frank J.M. ten Brink	 	
	Name:	 	Frank J.M. ten Brink	 	
	Title:	 	Secretary and Treasurer	 	


  
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 STERICYCLE INTERNATIONAL HOLDINGS LIMITED., as a Designated Borrower and Subsidiary Guarantor 

 

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

 SRCL LIMITED, as a Subsidiary Guarantor 
  


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


  
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	HSBC BANK USA, NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	/s/ Andrew Bicker
		 	  

	Name:	 	Andrew Bicker
	Title:	 	Vice President



  
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	UNION BANK, N.A.,
	as a Lender
		
	By:	 	/s/ Jeffrey Duncan
		 	  

	Name:	 	Jeffrey Duncan
	Title:	 	Vice President



  
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	 SUMITOMO MITSUI BANKING
 CORPORATION, as a Lender

		
	By:	 	/s/ Shuji Yabe
		 	  

	Name:	 	Shuji Yabe
	Title:	 	Managing Director



  
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	THE NORTHERN TRUST COMPANY,
	as a Lender
		
	By:	 	/s/ Wicks Barkhausen
		 	  

	Name:	 	Wicks Barkhausem
	Title:	 	Officer



  
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	 WELLS FARGO BANK, NATIONAL
 ASSOCIATION, as a Lender

		
	By:	 	/s/ Andrea S. Chen
		 	  

	Name:	 	Andrea S. Chen
	Title:	 	Director



  
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	 CITIBANK, N.A., as a Lender

		
	By:	 	/s/ Blake Gronich
		 	  

	Name:	 	Blake Gronich
	Title:	 	Vice President



  
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	BMO HARRIS FINANCING, INC.,
	as a Lender
		
	By:	 	/s/ Mark Mital
		 	  

	Name:	 	Mark Mital
	Title:	 	Senior Vice President



  
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	PNC BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	/s/ W.J. Bowne
		 	  

	Name:	 	W.J. Bowne
	Title:	 	Senior Vice President



  
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	SOVEREIGN BANK, as a Lender
		
	By:	 	/s/ Pedro Bell Astorza
		 	  

	Name:	 	Pedro Bell Astorza
	Title:	 	SVP-Large Corporate Banking



  
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	FIFTH THIRD BANK, as a Lender
		
	By:	 	/s/ Nathaniel E. Sher
		 	  

	Name:	 	Nathaniel E. (Ned) Sher
	Title:	 	Vice President



  
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