STERICYCLE INC
EXHIBIT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>exh103.htm
<DESCRIPTION>EXHIBIT
<TEXT>
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<title>10Q Q2 2004 Exhibit 10.3</title>
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<P ALIGN="RIGHT">&#9;&#9;Stericycle, Inc.</P>
<B><P ALIGN="RIGHT">Exhibit 10.3</P>
</B>
<B><P ALIGN="CENTER">AMENDMENT NO. 5</P>
<P ALIGN="CENTER">TO</P>
<P ALIGN="CENTER">AMENDED AND RESTATED CREDIT AGREEMENT</P>
</B><P ALIGN="CENTER"></P>
<P>THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT AGREEMENT (the
&quot;<U>Agreement</U>&quot;) is being executed and delivered as of July 7, 2004
by and among Stericycle, Inc., a Delaware corporation (the
&quot;<U>Borrower</U>&quot;), the Subsidiaries of the Borrower named as
signatories hereto (collectively, the &quot;<U>Subsidiary Guarantors</U>&quot;),
certain of the financial institutions from time to time party to the Credit
Agreement referred to and defined below (collectively, the &quot;<U>Required
Lenders</U>&quot;) and Bank of America, N.A., as representative of the Lenders
party to the Credit Agreement referred to and defined below (in such capacity,
the &quot;<U>Administrative Agent</U>&quot;).  Undefined capitalized terms used
herein shall have the meanings ascribed to such terms in such Credit Agreement
referred to and defined below.</P>
<P ALIGN="CENTER">W I T N E S S E T H:</P>
<P>WHEREAS, the Borrower, the Lenders, the Administrative Agent, Credit Suisse
First Boston, as the Co-Syndication Agent, UBS Warburg, LLC, as the Co-
Syndication Agent, and Fleet National Bank, as the Documentation Agent, have
entered into that certain Amended and Restated Credit Agreement dated as of
October 5, 2001, as amended by Amendment No. 1 to Amended and Restated Credit
Agreement dated as of June 28, 2002, Amendment No. 2 to Amended and Restated
Credit Agreement dated as of January 27, 2003, Amendment No. 3 to Amended and
Restated Credit Agreement dated as of March 15, 2004 and Amendment No. 4 and
Consent to Amended and Restated Credit Agreement dated as of June 8, 2004 (as
further amended, restated, supplemented or otherwise modified from time to time,
the &quot;<U>Credit Agreement</U>&quot;), pursuant to which, among other things,
the Lenders have agreed to provide, subject to the terms and conditions
contained therein, certain loans to the Borrower;</P>
<P>WHEREAS, the Borrower has requested that the Administrative Agent and the
Required Lenders amend the Credit Agreement to, among other things, (a) provide
that the Borrower shall have discretion to apply all or part of any voluntary
prepayments of the Loans made pursuant to Section 3.1.1(a)(1) of the Credit
Agreement to reduce the principal outstanding balance of the Term A Loans, the
Term B Loans or the Revolving Loans, (b) increase the Revolving Loan Commitment
Amount from $105,000,000 to $187,000,000 and (c) decrease the amount by which
the Term A Loan Commitment Amount, Term B Loan Commitment Amount or Revolving
Loan Commitment Amount may be increased pursuant to Section 2.8 of the Credit
Agreement from $100,000,000 to $18,000,000, and, subject to the terms and
conditions of this Agreement, the Administrative Agent and the Required Lenders
hereby agree to such amendment to the Credit Agreement; and </P>
<P>WHEREAS, in anticipation of effecting the increase in the Revolving Loan
Commitment Amount, (i) certain of the Revolving Loan Lenders have agreed to sell
and assign certain portions of their outstanding Revolving Loans under the
Credit Agreement to certain of the other Lenders, and (ii) the Revolving Loan
Lenders hereunder have agreed to reallocate their respective Commitments and
interests in the existing Revolving Loans under the Credit Agreement. </P>
<P>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 Borrower, the Subsidiary
Guarantors, the Lenders and the Administrative Agent, such parties hereby agree
as follows:</P>
<P>1.&#9;<U>Amendment to the Credit Agreement</U>.  Subject to the satisfaction
of each of the conditions set forth in <U>Paragraph 2</U> of this Agreement, the
Credit Agreement is hereby amended as follows:</P><DIR>
<DIR>

<P>(a)&#9;Section 1.1 of the Credit Agreement is hereby amended as
follows:</P><DIR>
<DIR>

<P>(i)&#9;The following defined terms are hereby added in the appropriate
alphabetical locations:</P><DIR>

<P>&quot;'<U>Amendment No. 5</U>' means that certain Amendment No. 5 to Amended
and Restated Credit Agreement dated as of July 7, 2004 among the Borrower, the
Subsidiary Guarantors signatories thereto, certain of the Lenders and the
Administrative Agent.&quot;</P>
<P>&quot;'<U>Amendment No. 5 Effective Date</U>' means the date on which the
Administrative Agent has received each of items set forth in Paragraph 2 of
Amendment No. 5.&quot;</P>
<P>&quot;'<U>Amendment No. 5 Purchasing Lender</U>' means each Lender listed on
<U>Schedule III</U> attached hereto with respect to which a positive amount is
set forth beside its name in such schedule under any heading designated therein
as 'Change in Outstandings'.&quot;</P>
<P>&quot;'<U>Amendment No. 5 Selling Lender</U>' means each Lender listed on
<U>Schedule III</U> attached hereto with respect to which a negative amount is
set forth beside its name in such schedule under any heading designated therein
as 'Change in Outstandings'.&quot;</P></DIR>

<P>(ii)&#9;The definitions of &quot;<U>Amendment No. 2 Purchasing
Lender</U>&quot; and &quot;<U>Amendment No. 2 Selling Lender</U>&quot; are
hereby deleted in their entirety.</P>
<P>(ii)&#9;The definition of &quot;<U>Revolving Loan Commitment Amount</U>&quot;
is hereby amended and restated as follows:</P><DIR>

<P>&quot;'<U>Revolving Loan Commitment Amount</U>' means, on any date,
$187,000,000, as such amount may be reduced from time to time pursuant to
<U>Section 2.2</U> and as such amount may be increased from time to time in
accordance with <U>Section 2.8</U>.&quot;</P></DIR>
</DIR>
</DIR>

<P>(b)&#9;Section 2.8(a) of the Credit Agreement is hereby amended to delete the
reference to the dollar amount &quot;$100,000,000&quot; set forth in the first
sentence of such section and to replace such dollar amount with the dollar
amount &quot;$18,000,000&quot;.</P>
<P>(c)&#9;Section 3.1.1(a)(1) of the Credit Agreement is hereby amended and
restated as follows:</P><DIR>
<DIR>

<P>&quot;(1) the Term A Loans, the Term B Loans or the Revolving Loans, in the
Borrower's discretion, to be allocated to reduce the outstanding principal
balance of such Loans in the manner specified by the Borrower, in its
discretion; <I><U><FONT SIZE=3>provided</I></U></FONT>, <I><U><FONT
SIZE=3>however</I></U></FONT>, that (A)(i) any such prepayment of the Term A
Loans shall be made pro rata among Term A Loans, (ii) any such prepayment of the
Term B Loans shall be made pro rata among Term B Loans, and (iii) any such
prepayment of Revolving Loans shall be made <I><U><FONT
SIZE=3>pro</I></U></FONT> <I><U><FONT SIZE=3>rata</I></U></FONT> among the
Revolving Loans; (B) all such voluntary prepayments shall require at least one
but no more than five Business Days' prior written notice to the Administrative
Agent; and (C) all such voluntary partial prepayments shall be, in the case of
LIBO Rate Loans, in an aggregate minimum amount of $5,000,000 and an integral
multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate
minimum amount of $500,000 and an integral multiple of $100,000;
and&quot;</P></DIR>
</DIR>

<P>(d)&#9;Section 3.1.2(b)(1) of the Credit Agreement is hereby amended and
restated as follows:</P><DIR>
<DIR>

<P>&quot;Each prepayment of Loans made pursuant to <U><FONT SIZE=3>clauses
</U></FONT> <U><FONT SIZE=3>(e)</U></FONT>, <U><FONT SIZE=3>(f)</U></FONT> and
<U><FONT SIZE=3>(g)</U></FONT> of <U><FONT SIZE=3>Section 3.1.1</U></FONT> shall
be applied (i) <U><FONT SIZE=3>first</U></FONT>, <U><FONT SIZE=3>pro</U></FONT>
<U><FONT SIZE=3>rata</U></FONT> to a mandatory prepayment of the outstanding
principal amount of all Term A Loans and Term B Loans (with the amount of such
prepayment of the Term A Loans and the Term B Loans being applied to the
remaining scheduled amortization payments of the Term A Loans or Term B Loans,
as the case may be, <U><FONT SIZE=3>pro rata</U></FONT> in accordance with the
amount of each such remaining Term A Loan or Term B Loan amortization payments,
and (ii) <U><FONT SIZE=3>second</U></FONT>, once all Term Loans have been repaid
in full, to the repayment of any outstanding Revolving Loans and, in the case of
prepayments pursuant to <U><FONT SIZE=3>clause (e)</U></FONT> or <U><FONT
SIZE=3>(f)</U></FONT> of <U><FONT SIZE=3>Section 3.1.1</U></FONT>, to a
reduction of the Revolving Loan Commitment Amount in accordance with <U><FONT
SIZE=3>Section 2.2.2</U></FONT>.&quot;</P></DIR>
</DIR>

<P>(e)&#9;Section 10.11 is amended to delete Section 10.11.3 in its entirety and
to replace the following therefor: </P>
<P>&quot;SECTION 10.11.3  <U>2004 Assignments</U>.</P><DIR>
<DIR>

<P>(a)&#9;As of the Amendment No. 5 Effective Date, each of the Amendment No. 5
Selling Lenders hereby sells and assigns to the each of the Amendment No. 5
Purchasing Lenders, and each of the Amendment No. 5 Purchasing Lenders hereby
purchases and assumes from each of the Amendment No. 5 Selling Lenders, certain
of each Amendment No. 5 Selling Lender's Commitments and interests in the Loans
(collectively, the '<U>Loan Interests</U>'), and each of the Revolving Lenders
hereby agrees to reallocate among them their respective Commitments, in each
case such that after giving effect to such sales, assignments, purchases,
assumptions and reallocations, each Revolving Lender shall have the resulting
Loan Interests as are set forth on <U>Schedule III</U> beside its name.  As
consideration for such sales, assignments, purchases, assumptions and
reallocations, on the Amendment No. 5 Effective Date, each Amendment No. 5
Purchasing Lender shall pay to the Administrative Agent, by wire transfer of
immediately available funds, each positive amount (if any) set forth beside its
name on <U>Schedule III</U> under the headings &quot;Change in
Outstandings&quot;, and, upon receipt of such amounts, the Administrative Agent
shall pay to each Amendment No. 5 Selling Lender each negative amount (if any),
set forth beside its name on <U>Schedule III</U> under the headings &quot;Change
in Outstandings&quot;.  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
<U>Section 10.11.3</U>) by, any of the Lenders.</P>
<P>(b)&#9;Each of the Amendment No. 5 Selling Lenders (i) represents and
warrants that it is the legal and beneficial owner of the Loan Interests, if
any, being sold and assigned by it hereunder and that such Loan Interests are
free and clear of any adverse claim; (ii) makes no representation or warranty
and assumes no responsibility with respect to any statements, warranties or
representations made by the Borrower in or in connection with the Credit
Agreement or Amendment No. 5; and (iii) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrower or its Affiliates or the performance or observance by the Borrower or
its Affiliates of any of their respective obligations under the Credit Agreement
or any other instrument or document furnished pursuant thereto.</P>
<P>(c)&#9;Each of the Amendment No. 5 Selling Lenders will deliver to the
Administrative Agent any existing Revolving Note evidencing any portion of such
Amendment No. 5 Selling Lender's interests in the Revolving Loan owed by the
Borrower to such Amendment No. 5 Selling Lender prior to giving effect to the
sales and assignments being effected hereby (the '<U>2004 Old Notes</U>').  Upon
receipt by the Administrative Agent from any Amendment No. 5 Selling Lender of
its 2004 Old Notes, and receipt from the Borrower of the substituted and amended
notes payable to the Lenders and to be delivered by the Borrower pursuant to
Amendment No. 5 (the '<U>2004 New Notes</U>'), the Administrative Agent will
return the 2004 Old Notes to the Borrower marked 'substituted and amended' and
deliver the 2004 New Notes to each applicable Lender.&quot; </P>
<P>(d)&#9;The effective date of the sales, assignments, purchases, assumptions
and reallocations to be effected by this <U>Section 10.11.3</U> shall be the
date on which all of the conditions to effectiveness of the Amendment No. 5
shall have been satisfied.</P>
<P>(e)&#9;As of the Amendment No. 5 Effective Date, (i) the Amendment No. 5
Purchasing Lenders shall be a party to the Credit Agreement, as amended pursuant
to Amendment No. 5, and, to the extent provided in this <U>Section 10.11.3</U>,
shall have the rights and obligations of a 'Lender' thereunder, and (ii) each of
the Amendment No. 5 Selling Lenders shall, to the extent provided in this
<U>Section 10.11.3</U>, relinquish its respective rights and be released from
its obligations under the Credit Agreement, as amended by Amendment No. 5.</P>
<P>(f)&#9;From and after the Amendment No. 5 Effective Date, the Administrative
Agent shall make all payments under the Credit Agreement in respect of the Loan
Interests assigned hereby (including all payments of principal, interest and
fees with respect thereto) to the Lenders.</P>
<P>(g)&#9;All interest and fees under the Credit Agreement which are accrued and
unpaid through the Amendment No. 5 Effective Date with respect to the Revolving
Loans assigned and Commitments reallocated hereby shall be for the account of
the Amendment No. 5 Selling Lenders and, upon the Administrative Agent's receipt
from the Borrower of payment of such interest and fees, the Administrative Agent
shall allocate such payments among the Amendment No. 5 Selling Lenders and the
Amendment No. 5 Purchasing Lenders accordingly.&quot;</P></DIR>
</DIR>

<P>(f)&#9;The Credit Agreement is amended to replace the existing <U>Schedule
III</U> attached thereto with the <U>Schedule III</U> attached hereto as
<U>Exhibit A</U>.</P></DIR>
</DIR>

<P>2&#9;<U>Effectiveness of this Agreement; Conditions Precedent</U>.  The
provisions of <U>Paragraph 1</U> of this Agreement shall be effective upon the
Administrative Agent's receipt of each of the following (the &quot;<U>Effective
Date</U>&quot;):</P><DIR>
<DIR>

<P>(a)&#9;an originally-executed counterpart (or facsimile thereof) of this
Agreement duly executed and delivered by Authorized Officers of (i) the
Borrower, (ii) each Subsidiary Guarantor, (iii) Lenders holding at least a
majority of the aggregate outstanding principal amount of Term A Loans; (iv)
Lenders holding at least a majority of the aggregate outstanding principal
amount of Term B Loans, (v) Lenders holding at least a majority of the Revolving
Loan Commitment Amount and (vi) each Lender whose Revolving Loan Commitment is
increased pursuant to this Agreement; </P>
<P>(b)&#9;Amended and Restated Revolving Notes, in form and substance acceptable
to the Administrative Agent, made payable to each Lender whose Revolving Loan
Commitment is increased pursuant to this Agreement;</P>
<P>(c)&#9;a certificate signed by an officer of the Borrower, dated as of the
date hereof, stating that, after giving effect to the consents and amendments
contemplated by this Agreement: (i) the representations and warranties contained
in Article VI of the Credit Agreement (other than representations and warranties
which, in accordance with their express terms, are made only as of an earlier
specified date) are true and correct in all material respects as of date and
(ii) no Default or Event of Default exists or would result therefrom;</P>
<P>(d)&#9;a certificate signed by an officer of the Borrower, dated as of the
date hereof, certifying (i) the currency and authenticity of the resolutions of
the board of directors of the Borrower authorizing its execution and delivery of
this Agreement and the performance hereof and of the Credit Agreement as to be
amended hereby, (ii) the incumbency of the officers of the Borrower authorized
to execute this Agreement and (iii) the currency and authenticity of the Organic
Documents of the Borrower; and</P>
<P>(e)&#9;payment in full from the Borrower, in immediately available funds, of
(i) an amendment fee payable to each Lender holding Term B Loans that executes
and delivers a counterpart signature page to this Agreement on or before July 7,
2004 in an amount equal to 0.10% of the outstanding principal balance the Term B
Loans payable to such Lender, and (ii) a commitment increase fee payable to each
Lender in an amount equal to 0.10% of the amount, if any, by which such Lender's
Revolving Loan Commitment is to be increased pursuant to this Agreement, all of
which aforementioned fees shall be fully earned and non-refundable when paid.
</P></DIR>
</DIR>

<P>3.&#9;<U>Representations, Warranties and Covenants</U>. </P><DIR>
<DIR>

<P>(a)&#9;Each of the 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. </P>
<P>(b)&#9;Each of the Borrower and each Subsidiary Guarantor hereby represents
and warrants that its execution, delivery and performance of 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. </P>
<P>(c)&#9;The Borrower hereby represents and warrants that, 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 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
Borrower's execution and delivery hereof or thereof in all material respects as
though made on and as of such date.</P></DIR>
</DIR>

<P>4.&#9;<U>Reaffirmation, Ratification and Acknowledgment; Reservation</U>.
The Borrower and each Subsidiary Guarantor hereby (a) ratifies and reaffirms all
of its payment and performance obligations, contingent or otherwise, and each
grant of security interests and liens in favor of the Administrative Agent,
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, 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 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 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 and the Lenders.  This Agreement
shall constitute a Loan Document for purposes of the Credit Agreement.  </P>
<P>5.&#9;<U>Governing Law</U>.  This Agreement shall be deemed to be a contract
made under and governed by and construed in accordance with the laws of the
State of New York (including Sections 5-1401 and 5-1402 of the General
Obligations Law of the State of New York).</P>
<P>6.&#9;<U>Administrative Agent's Expenses</U>.  The Borrower 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. </P>
<P>7.&#9;<U>Counterparts</U>.  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.</P>
<P ALIGN="CENTER">* * * * *</P>

<P>&nbsp;</P>
<P>IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and
year first above written.</P><DIR>
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<P>STERICYCLE, INC., as Borrower</P>

<P>By: &#9;/s/&#9;Frank J.M. ten Brink</P>
<P>Name:&#9;&#9;Frank J.M. ten Brink</P>
<P>Title: &#9;&#9;Chief Financial Officer</P>

<P>&nbsp;</P>
<P>ENVIROMED, INC., </P>
<P>BRIDGEVIEW, INC., </P>
<P>MICRO-MED INDUSTRIES, INC., </P>
<P>MICRO-MED OF GEORGIA, INC., </P>
<P>MICRO-MED OF NORTH CAROLINA, INC., </P>
<P>MICRO-MED OF TENNESSEE, INC., </P>
<P>SCHERER LABORATORIES, INC., </P>
<P>BIO-WASTE MANAGEMENT CORPORATION,</P>
<P>STERICYCLE OF WASHINGTON, INC.,</P>
<P>WASTE SYSTEMS, INC.,</P>
<P>MED-TECH ENVIRONMENTAL, INC.,</P>
<P>MED-TECH ENVIRONMENTAL (MA), INC.,</P>
<P>IONIZATION RESEARCH CO., INC.,</P>
<P>BFI MEDICAL WASTE, INC.,</P>
<P>AMERICAN MEDICAL DISPOSAL, INC.,</P>
<P>ENVIRONMENTAL HEALTH SYSTEMS, INC.,</P>
<P>STROUD PROPERTIES, INC.,</P>
<P>STERICYCLE INTERNATIONAL, LLC,</P>

<P>By: &#9;/s/&#9;Frank J.M. ten Brink</P>
<P>Title:&#9;&#9;Vice President</P>

<P>&nbsp;</P>
<P>BANK OF AMERICA, N.A., as Administrative Agent</P>

<P>By: &#9;/s/&#9;Paul Folino</P>
<P>Title:&#9;&#9;Assistant Vice President</P>

<P>&nbsp;</P>
<P>BANK OF AMERICA, N.A., as a Lender and as Issuing Bank</P>

<P>By:&#9;&#9;&#9;[signature illegible]</P>
<P>Title:&#9;&#9;Managing Director</P>

<P>&nbsp;</P></DIR>
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<P ALIGN="CENTER">[Signatures of other Lenders and schedules and exhibits
omitted]</P>
<P>&nbsp;</P>
<P>]</P>

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