STERICYCLE INC
EXHIBIT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>exh102.htm
<DESCRIPTION>EXHIBIT
<TEXT>
<html>
<head>
<title>10Q Q2 2004 Exhibit 10.2</title>
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<P ALIGN="RIGHT">&#9;&#9;Stericycle, Inc.</P>
<B><P ALIGN="RIGHT">Exhibit 10.2</P>
</B>
<B><P ALIGN="CENTER">AMENDMENT NO. 4 AND CONSENT</P>
<P ALIGN="CENTER">TO</P>
<P ALIGN="CENTER">AMENDED AND RESTATED CREDIT AGREEMENT</P>
</B><P ALIGN="CENTER"></P>
<P>THIS AMENDMENT NO. 4 AND CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT
(the &quot;<U>Agreement</U>&quot;) is being executed and delivered as of June 8,
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 and Amendment No. 3 to Amended and
Restated Credit Agreement dated as of March 15, 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 or a wholly-owned Subsidiary of the Borrower (the
&quot;<U>Purchaser</U>&quot;) desires to acquire all of the stock or assets (by
merger or otherwise) of White Rose Environmental Limited, a United Kingdom
company (the &quot;<U>Target</U>&quot;), for aggregate consideration payable to
the Sellers thereof (the &quot;<U>Sellers</U>&quot;) of not more than
&pound;37,000,000, with not more than &pound;6,250,000 of such amount payable in the form of
one or more unsecured notes (the &quot;<U>Seller Notes</U>&quot;) issued by the
Purchaser or another Subsidiary of the Borrower in favor of the Sellers,
guaranteed by the Borrower and supported by the issuance by the Issuer of one or
more Letters of Credit denominated in British Pound Sterling for the benefit of
the Sellers (the &quot;<U>White Rose Letters of Credit</U>&quot;), and the
balance of such consideration payable in cash (the &quot;<U>White Rose
Transaction</U>&quot;);</P>
<P>WHEREAS, the Credit Agreement includes, at Section 7.2.5(f) and 7.2.10,
covenants limiting the Borrower's and its Subsidiaries' ability to consummate
certain Acquisitions, which covenants would prohibit the consummation of the
White Rose Transaction;</P>
<P>WHEREAS, the Credit Agreement includes, at Section 7.2.2 and 7.2.5, covenants
limiting the Borrower's and its Subsidiaries' ability to incur and guaranty
certain Indebtedness;</P>
<P>WHEREAS, the Borrower has requested that the Required Lenders, and subject to
the terms and conditions set forth herein, the Required Lenders have agreed, to
grant to the Borrower a one time consent to the Borrower's noncompliance with
certain aspects of such covenants with respect to the White Rose Transaction;
and</P>
<P>WHEREAS, in addition, the Borrower has requested that the Administrative
Agent, the Issuer and the Required Lenders amend the Credit Agreement to (a)
increase the Letter of Credit Commitment Amount from $30,000,000 to $40,000,000,
(b) increase the amount by which the Term A Commitment, Term B Commitment or
Revolving Commitment may be increased pursuant to Section 2.8 of the Credit
Agreement from $50,000,000 to $100,000,000 and (c) provide for the issuance of
the White Rose Letters of Credit, and, subject to the terms and conditions of
this Agreement, the Administrative Agent, the Issuer and the Required Lenders
hereby agree to such amendments to 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>Consents</U>.  Subject to the satisfaction of each of the conditions
set forth in <U>Paragraph 3</U> of this Agreement, the Lenders hereby
(a)&nbsp;consent to the consummation of the White Rose Transaction
notwithstanding any violation of Sections 7.2.5(f) or 7.2.10(b) of the Credit
Agreement resulting therefrom by reason of the aggregate consideration paid or
payable by the Borrower and its Subsidiaries to the Sellers with respect to the
White Rose Transaction exceeding the limitation set forth in clause (d) of the
definition of Permitted Acquisition and (b)&nbsp;agree that, from and after the
consummation of the White Rose Transaction, (i)&nbsp;the Indebtedness incurred
by the Borrower and its Subsidiary pursuant or with respect to the Seller Notes
shall not constitute utilization of the Indebtedness permitted to be incurred
pursuant to Section 7.2.2(h) of the Credit Agreement or pursuant to the
<U>proviso</U> at the end of Section 7.2.2, and (ii)&nbsp;the Borrower's or any
of its Subsidiaries' guaranty of any Seller Note shall constitute Contingent
Liabilities permitted under Section 7.2.5(h) of the Credit Agreement.  </P>
<P>2.&#9;<U>Amendments to the Credit Agreement</U>.  Subject to the satisfaction
of each of the conditions set forth in <U>Paragraph 3</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 definition of &quot;<U>Letter of Credit Commitment</U>&quot; is
hereby amended and restated as follows:</P>
<P>&quot;'<U>Letter of Credit Commitment Amount</U>' means, on any date, a
maximum Dollar Equivalent amount of $40,000,000, as such amount may be
permanently reduced from time to time pursuant to <U>Section 2.2</U>.&quot;</P>
<P>(ii)&#9;The definition of &quot;<U>Letter of Credit Outstandings</U>&quot; is
hereby amended and restated as follows:</P>
<P>&quot;'<U>Letter of Credit Outstandings</U>' means, on any date, an amount
equal to the sum of (i) the then aggregate Dollar Equivalent amount which is
undrawn and available under all issued and outstanding Letters of Credit, and
(ii) the then aggregate Dollar Equivalent amount of all unpaid and outstanding
Reimbursement Obligations.&quot;</P>
<P>(iii)&#9;The definition of &quot;<U>Stated Amount</U>&quot; is hereby amended
and restated as follows:</P>
<P>&quot;'<U>Stated Amount</U>' means, on any date and with respect to a
particular Letter of Credit, the total Dollar Equivalent amount then available
to be drawn under such Letter of Credit.&quot;</P>
<P>(iv)&#9;The following definitions are hereby added in the appropriate
alphabetical locations:</P>
<P>&quot;'<U>Dollar Equivalent</U>' means, at any time, (a)&nbsp;with respect to
any amount denominated in Dollars, such amount, and (b)&nbsp;with respect to any
amount denominated in Sterling, the equivalent amount thereof in Dollars as
determined by the Issuer at such time on the basis of the Spot Rate (determined
in respect of the most recent Revaluation Date) for the purchase of Dollars with
Sterling.&quot;</P>
<P>&quot;'<U>Revaluation Date</U>' means, each of the following: (a) each date
of issuance of any White Rose Letter of Credit, (b) each date of an amendment or
extension of any White Rose Letter of Credit having the effect of increasing the
amount thereof (solely with respect to the increased amount), (c) each date of
any payment by the Issuer under any White Rose Letter of Credit, (d) each date
of any reimbursement or any other payment by the Borrower or the Revolving Loan
Lenders with respect to any Disbursement under any White Rose Letter of Credit
or the date of any deemed Revolving Loan with respect thereto pursuant to
<U>Section 2.6.2</U>, (e) the first Business Day of each calendar month and (f)
such additional dates as the Agent or the Issuer shall determine or the Required
Lenders shall require.&quot;</P>
<P>&quot;'<U>Spot Rate</U>' for Sterling means the rate determined by the Issuer
to be the rate quoted by the Issuer as the spot rate for the purchase by the
Issuer of Dollars with Sterling through its principal foreign exchange trading
office on the date as of which the foreign exchange computation is made in the
case of any White Rose Letter of Credit; <U>provided</U> that the Issuer may
obtain such spot rate from another financial institution designated by the
Issuer if the Issuer does not have as of the date of determination a spot buying
rate for Sterling.<I><SUP>&quot;</P>
</I></SUP><P>&quot;'<U>Sterling</U>' and '<U>&pound;</U>' mean the lawful currency of
the United Kingdom.&quot;</P>
<P>&quot;'<U>White Rose Letter of Credit</U>' means any Letter of Credit
denominated in Sterling issued hereunder in connection with the Borrower's or a
wholly-owned Subsidiary of the Borrower's acquisition all of the stock or assets
of White Rose Environmental Limited, a United Kingdom company.&quot;</P></DIR>
</DIR>

<P>(b)&#9;Article I of the Credit Agreement is hereby amended to add the
following Section 1.5 at the end of such Article:</P><DIR>
<DIR>

<P>&quot;SECTION 1.5  Exchange Rates; Currency Equivalents; Currency of Loans
and Letters of Credit.</P>
<P>(a)&#9;The Issuer shall determine the Spot Rates as of each Revaluation Date
to be used for calculating Dollar Equivalent amounts of Letter of Credit
Outstandings with respect to White Rose Letters of Credit.  Such Spot Rates
shall become effective as of such Revaluation Date and shall be the Spot Rates
employed in converting any amounts between the applicable currencies until the
next Revaluation Date to occur.  Except for purposes of financial statements
delivered hereunder or calculating financial covenants hereunder or except as
otherwise provided herein, the applicable amount of Sterling for purposes of the
Loan Documents shall be such Dollar Equivalent amount as so determined by the
Issuer.</P>
<P>(b)&#9;Except as set forth in <U>Section 2.1.2</U> of this Agreement with
respect to the White Rose Letters of Credit, all Loans and Letters of Credit
issued hereunder shall be denominated in Dollars.&quot;</P></DIR>
</DIR>

<P>(c)&#9;Section 2.1.2 of the Credit Agreement is hereby to as follows:
</P><DIR>
<DIR>

<P>(i)&#9;Section 2.1.2(a) is hereby amended and restated as follows:</P>
<P>&quot;(a) issue one or more standby letters of credit denominated in Dollars
or Sterling (each, together with each &quot;<U>Letter of Credit</U>&quot;
outstanding on the Closing Date issued for the account of the Borrower or any
Restricted Subsidiary pursuant to and as defined in the Original Credit
Agreement, a &quot;<I><U><FONT SIZE=3>Letter of Credit</I></U></FONT>&quot;) for
the account of the Borrower or any Restricted Subsidiary that is a Subsidiary
Guarantor in the Stated Amount requested by the Borrower on such day;
<U>provided</U>, that the Issuer shall have no obligation to issue, and shall
not issue, any Letter of Credit denominated in Sterling other than the White
Rose Letters of Credit;&quot;</P>
<P>(ii)&#9;The final sentence of such Section is hereby amended and restated as
follows:</P>
<P>&quot;The Issuer shall not be permitted or required to issue any Letter of
Credit if, after giving effect thereto, (i) the aggregate amount of all Letter
of Credit Outstandings would exceed the Letter of Credit Commitment Amount, (ii)
the sum of the aggregate amount of all Letter of Credit Outstandings plus the
aggregate principal amount of all Revolving Loans and Swing Line Loans then
outstanding would exceed the Revolving Loan Commitment Amount or (iii) with
respect to any White Rose Letters of Credit, (x) the aggregate Letter of Credit
Outstandings with respect to all White Rose Letters of Credit would exceed
$12,000,000, (y) the Stated Expiry Date for such White Rose Letter of Credit
would be a date later than July 30, 2007 or (z) such White Rose Letter of Credit
is to be issued on a date later than June 30, 2004.&quot;</P></DIR>
</DIR>

<P>(d)&#9;Section 2.6 of the Credit Agreement is hereby amended and restated as
follows:</P>
<P>&quot;SECTION 2.6.  <U>Issuance Procedures</U>.  In the case of Letters of
Credit to be denominated in Dollars, by delivering to the Administrative Agent
an Issuance Request on or before 11:00 a.m. on a Business Day, the Borrower may
from time to time irrevocably request on not less than three nor more than ten
Business Days' notice, in the case of an initial issuance of a Letter of Credit
and not less than three nor more than ten Business Days' notice, in the case of
a request for the extension of the Stated Expiry Date of a standby Letter of
Credit (in each case, unless a shorter notice period is agreed to by the Issuer,
in its sole discretion), that the Issuer issue, or extend the Stated Expiry Date
of, a Letter of Credit on behalf of the Borrower (whether issued for the account
of or on behalf of the Borrower or any Subsidiary Guarantor) in such form as may
be requested by the Borrower and approved by the Issuer, solely for the purposes
described in <U>Section 7.1.7</U>.  In the case of White Rose Letters of Credit,
by delivering to the Administrative Agent an Issuance Request on or before 11:00
a.m. on a Business Day, the Borrower may from time to time irrevocably request
on not less than two nor more than twenty Business Days' notice, in the case of
an initial issuance of a White Rose Letter of Credit and not less than two nor
more than twenty Business Days' notice, in the case of a request for the
extension of the Stated Expiry Date of a standby White Rose Letter of Credit (in
each case, unless a shorter notice period is agreed to by the Issuer, in its
sole discretion), that the Issuer issue, or extend the Stated Expiry Date of, a
White Rose Letter of Credit on behalf of the Borrower (whether issued for the
account of or on behalf of the Borrower or any Subsidiary Guarantor) in such
form as may be requested by the Borrower and approved by the Issuer, solely for
the purposes described in <U>Section 7.1.7</U>. Notwithstanding anything to the
contrary contained herein or in any separate application for any Letter of
Credit, the Borrower hereby acknowledges and agrees that it shall be obligated
to reimburse the Issuer upon each Disbursement paid under a Letter of Credit,
and it shall be deemed to be the obligor for purposes of each such Letter of
Credit issued hereunder (whether the account party on such Letter of Credit is
the Borrower or a Subsidiary Guarantor).  Each Letter of Credit shall by its
terms be stated to expire on a date (its &quot;<U>Stated Expiry Date</U>&quot;)
no later than the earlier to occur of (i) 30 days prior to the Revolving Loan
Commitment Termination Date and (ii) (unless otherwise agreed to by the Issuer,
in its sole discretion), 364 days from the date of its issuance or in the case
of any White Rose Letters of Credit, July 30, 2007.  The Issuer will make
available to the beneficiary thereof the original of the Letter of Credit which
it issues.&quot;</P>
<P>(e)&#9;Section 2.6.3 of the Credit Agreement is hereby amended and restated
as follows:</P>
<U><FONT SIZE=3><P>&quot;SECTION 2.6.3.  Reimbursement</U></FONT>.  The
obligation  (a &quot;<U><FONT SIZE=3>Reimbursement Obligation</U></FONT>&quot;)
of the Borrower under <U><FONT SIZE=3>Section 2.6.2</U></FONT> to reimburse the
Issuer with respect to each Disbursement (including interest thereon), and, upon
the failure of the Borrower to reimburse the Issuer, each Revolving Loan
Lender's obligation under <U><FONT SIZE=3>Section 2.6.1</U></FONT> to reimburse
the Issuer, shall be absolute and unconditional under any and all circumstances
and irrespective of any setoff, counterclaim or defense to payment which the
Borrower or such Revolving Loan Lender, as the case may be, may have or have had
against the Issuer or any Lender, including any defense based upon the failure
of any Disbursement to conform to the terms of the applicable Letter of Credit
(if, in the Issuer's good faith opinion, such Disbursement is determined to be
appropriate), any non-application or misapplication by the beneficiary of the
proceeds of such Letter of Credit or any adverse change in the exchange rates or
in the availability of Sterling to the Borrower or any Subsidiary or in the
currency markets generally; <U><FONT SIZE=3>provided</U></FONT>, <U><FONT
SIZE=3>however</U></FONT>, that after paying in full its Reimbursement
Obligation hereunder, nothing herein shall adversely affect the right of the
Borrower or such Lender, as the case may be, to commence any proceeding against
the Issuer for any wrongful Disbursement made by the Issuer under a Letter of
Credit as a result of acts or omissions constituting gross negligence or willful
misconduct on the part of the Issuer.&quot;</P>
<P>(f)&#9;Article II of the Credit Agreement is hereby amended to include the
following Section 2.6.6 immediately after Section 2.6.5:</P>
<P>&quot;SECTION 2.6.6.  <U>Payments with Respect to White Rose Letters of
Credit</U>.  Notwithstanding that the White Rose Letters of Credits shall be
denominated and payable by the Issuer in Sterling, all payment and reimbursement
obligations of the Borrower and the Revolving Loan Lenders, including, without
limitation, under <U>Sections 2.6.2</U>, <U>2.6.4</U> and <U>3.3.3</U>, with
respect to any Disbursement under, or fees with respect to, such White Rose
Letters of Credit shall be made and payable in Dollars based upon the Dollar
Equivalent amount of such Disbursement. Without limiting the foregoing, any
Revolving Loan deemed to have been made pursuant to <U>Section 2.6.2</U> shall
be denominated and payable in Dollars and shall be in an amount equal to the
Dollar Equivalent amount of the relevant Disbursement.&quot;</P>
<P>(g)&#9;Section 2.8(a) of the Credit Agreement is hereby amended to delete the
reference to the dollar amount &quot;$50,000,000&quot; set forth in the first
sentence of such section and to replace such dollar amount with the dollar
amount &quot;$100,000,000&quot;.</P>
<P>(h)&#9;Section 3.1.1 of the Credit Agreement is hereby amended to add the
following Section 3.1.1(i) at the end of such Section:</P>
<P>&quot;(i)&#9;If the Administrative Agent notifies the Borrower at any time
that the Letter of Credit Outstandings of all White Rose Letters of Credit at
such time exceeds $14,000,000, then, within two Business Days after receipt of
such notice, the Borrower shall Cash Collateralize such Letter of Credit
Outstandings in an aggregate amount equal to such excess amount. Without
limiting the foregoing, the Administrative Agent may, at any time and from time
to time after any White Rose Letters of Credit are Cash Collateralized, request
that additional cash collateral be provided in order to protect against the
results of exchange rate fluctuations.&quot;</P>
<P>(i)&#9;Section 4.4 of the Credit Agreement is hereby amended to (i) delete
the word &quot;or&quot; appearing at the end of subsection (b) of such Section,
(ii) insert the word &quot;or&quot; at the end of subsection (c) of such Section
and (iii) include the following subsection (d) immediately after subsection (c)
of such Section:</P>
<P>&quot;(d)&#9;any adverse change in the exchange rates or in the availability
of Sterling in the currency markets generally;&quot;</P>
<P>(j)&#9;Section 5.2 of the Credit Agreement is hereby amended to (i) delete
the word &quot;and&quot; appearing at the end of subsection (a) of such Section;
(ii) delete the period following subsection (b) of such Section and to
substitute a semicolon and the word &quot;and&quot; in lieu thereof and (iii) to
include the following subsection (c) immediately after subsection (b) of such
Section:</P>
<P>&quot;(c)&#9;in the case of a Credit Extension that is to be in the form of a
White Rose Letter of Credit, there shall not have occurred any change in
national or international financial, political or economic conditions or
currency exchange rates or exchange controls which in the reasonable opinion of
the Administrative Agent or the Issuer would make it impracticable for such
Credit Extension to be denominated in Sterling.&quot;</P>
<P>(k)&#9;Article X of the Credit Agreement is hereby amended to add the
following Section 10.15 to the end of such Article:</P>
<P>&quot;SECTION 10.16.  <U>Judgment Currency</U>.  If, for the purposes of
obtaining judgment in any court, it is necessary to convert a sum due hereunder
or any other Loan Document in one currency into another currency, the rate of
exchange used shall be that at which in accordance with normal banking
procedures the Administrative Agent could purchase the first currency with such
other currency on the Business Day preceding that on which final judgment is
given.  The obligation of the Borrower in respect of any such sum due from it to
the Administrative Agent or the Lenders hereunder or under the other Loan
Documents shall, notwithstanding any judgment in a currency (the
&quot;<U>Judgment Currency</U>&quot;) other than that in which such sum is
denominated in accordance with the applicable provisions of this Agreement (the
&quot;<U>Agreement Currency</U>&quot;), be discharged only to the extent that on
the Business Day following receipt by the Administrative Agent of any sum
adjudged to be so due in the Judgment Currency, the Administrative Agent may in
accordance with normal banking procedures purchase the Agreement Currency with
the Judgment Currency.  If the amount of the Agreement Currency so purchased is
less than the sum originally due to the Administrative Agent from the Borrower
in the Agreement Currency, the Borrower agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify the Administrative Agent or the
Person to whom such obligation was owing against such loss.  If the amount of
the Agreement Currency so purchased is greater than the sum originally due to
the Administrative Agent in such currency, the Administrative Agent agrees to
return the amount of any excess to the Borrower (or to any other Person who may
be entitled thereto under applicable law).&quot;</P>
<P>(l)&#9;Exhibit B-2 to the Credit Agreement is hereby amended and restated in
the form attached hereto and made part hereof as <U>Exhibit A</U>.</P></DIR>
</DIR>

<P>3.&#9;<U>Effectiveness of this Agreement; Conditions Precedent</U>.  The
provisions of <U>Paragraph 1</U> and <U>Paragraph 2</U> of this Agreement shall
be effective upon the Administrative Agent's: </P><DIR>
<DIR>

<P>(a)&#9;satisfaction, in all respects with the structure of the White Rose
Transaction; and </P>
<P>(b)&#9;receipt of each of the following:</P><DIR>
<DIR>

<P>(i)&#9;an originally-executed counterpart (or facsimile thereof) of this
Agreement duly executed and delivered by Authorized Officers of the Borrower,
the Issuer, the Subsidiary Guarantors and the Required Lenders; </P>
<P>(ii)&#9;fully executed copies of each of the material documents and
agreements governing the White Rose Transaction, in each case, in form and
substance acceptable to the Administrative Agent in its sole discretion;</P>
<P>(iii)&#9;a certificate of the secretary or assistant secretary of the
Borrower 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;</P>
<P>(iv)&#9;a good standing certificate for the Borrower from the State of
Delaware, as of a date no earlier than 30 days prior to the date each of the
other conditions of this paragraph shall have been satisfied;</P>
<P>(v)&#9;a certificate signed by an officer of the Borrower, dated as of the
date each of the other conditions set forth in this section shall have been
satisfied, 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>(vi)&#9;a certificate for the period of four full Fiscal Quarters most
recently ended immediately prior to the White Rose Transaction (prepared in good
faith and in a manner and using such methodology which is consistent with the
most recent financial statements delivered pursuant to <U><FONT SIZE=3>Section
7.1.1</U></FONT> of the Credit agreement) giving <U><FONT SIZE=3>pro</U></FONT>
<U><FONT SIZE=3>forma</U></FONT> effect (consistent with <U><FONT SIZE=3>clause
(b)</U></FONT> of <U><FONT SIZE=3>Section 1.4</U></FONT> of the Credit
Agreement) to the consummation of the White Rose Transaction and evidencing
compliance with the covenants set forth in <U><FONT SIZE=3>Section 7.2.4 of the
Credit Agreement;</P>
</U></FONT><P>(vii)&#9;evidence satisfactory to the Administrative Agent that
the Target has positive earnings before interest expense, income tax expense and
amortization and depreciation expenses (calculated in substantially the same
manner, and subject to analogous adjustments, as contemplated by the definition
of EBITDA under the Credit Agreement, including, without limitation, adjustments
consistent with Section 1.4(b) thereof), for the four calendar quarter period
then most recently ended with respect to which financial statements of the
Target are available to the Borrower;</P>
<P>(viii)&#9;if any intercompany loans are made by the Borrower to a Subsidiary
of the Borrower in connection with the consummation of the White Rose
Transaction, to the extent not already delivered to the Administrative Agent, an
Intercompany Note duly executed by such Subsidiary in favor of the Borrower
pledged by the Borrower in favor of the Administrative Agent, on behalf of the
Lenders, pursuant to the applicable Security and Pledge Agreement;</P>
<P>(ix)&#9;a legal opinion from Johnson &amp; Colmar, special counsel to the
Obligors, addressed to the Administrative Agent and the Lenders, in form and
substance acceptable to the Administrative Agent; and</P>
<P>(x)&#9;payment in full, in immediately available funds, of the fees payable
to the Administrative Agent as set forth in that certain letter agreement dated
May 19, 2004 among BofA, the Arranger and the Borrower.</P></DIR>
</DIR>
</DIR>
</DIR>

<P>4.&#9;<U>Conditions Subsequent</U>. </P><DIR>
<DIR>

<P>(a)&#9;The Borrower hereby agrees to execute and deliver, or cause to be
executed and delivered, in each case to or in favor of the Administrative Agent,
as soon a practicable after the date on which the White Rose Transaction is
consummated, but in no event later than sixty (60) calendar days thereafter,
each of the following in form and substance acceptable to the Administrative
Agent:</P><DIR>
<DIR>

<P>(i)&#9;documentation (the &quot;<U>UK Pledge Documentation</U>&quot;),
including without limitation, a Foreign Pledge Agreement and the other
documentation required by Section 7.1.9 of the Credit Agreement, evidencing and
supporting the pledge of 65% of the issued and outstanding Capital Stock of the
Target or the first-tier Foreign Subsidiary (the &quot;<U>Foreign
Issuer</U>&quot;) by the Purchaser or other direct owner of the outstanding
Capital Stock of the Foreign Issuer (the &quot;<U>Pledgor</U>&quot;);</P>
<P>(ii)&#9;a certificate of the secretary or assistant secretary of the Pledgor
certifying (i) the currency and authenticity of the resolutions of the board of
directors of the Pledgor authorizing its execution and delivery of the UK Pledge
Documentation, (ii) the incumbency of the officers of the Purchaser authorized
to execute UK Pledge Documentation and (iii) the currency and authenticity of
the Organic Documents of the Pledgor and the Foreign Issuer;</P>
<P>(iii)&#9;certificates evidencing 65% of the issued and outstanding Capital
Stock of the Foreign Issuer pledged pursuant to the UK Pledge Documentation,
which certificates in each case shall be accompanied by undated instruments of
transfer duly executed in blank; and</P>
<P>(iv)&#9;a legal opinion from Taylor Wessing, United Kingdom counsel to the
Pledgor, addressed to the Administrative Agent and the Lenders, in form and
substance acceptable to the Administrative Agent.</P></DIR>
</DIR>

<P>(b)&#9;The Borrower and each Subsidiary Guarantor hereby agrees that,
notwithstanding anything to the contrary in the Credit Agreement, including,
without limitation, Section 8.1.4 thereof, the Borrower's failure to timely
comply with any of provisions of <U>Paragraph 4(a)</U> of this Agreement shall
constitute an immediate Event of Default upon the expiration of ten (10)
calendar days following notice of such failure by the Administrative Agent to
the Borrower.</P></DIR>
</DIR>

<P>5.&#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>

<U><P>6.&#9;Incremental Commitment Increase Fees</U>.  On any Increase Effective
Date occurring on or before June 30, 2004 with respect to increases to the
Revolving Commitment, the Borrower agrees to pay to the Administrative Agent,
for the ratable benefit of each Lender whose Revolving Commitment is increased
on such Increase Effective Date in accordance with the terms of Section 2.8 of
the Credit Agreement, a fee in an amount equal to 0.10% of the of the aggregate
increase in the Revolving Loan Commitment occurring on such Increase Effective
Date in accordance with the terms of Section 2.8 of the Credit Agreement.</P>
<P>7.&#9;<U>Mortgage Amendments</U>.  To the extent requested by the
Administrative Agent, the Borrower hereby agrees to execute and deliver, and to
cooperate with the Administrative Agent in obtaining, as soon as practicable
after such request, amendments or modifications to each Mortgage in existence on
the date hereof and date down endorsements on the mortgagee's title insurance
policies previously delivered under the Credit Agreement, in each case in form
and substance acceptable to the Administrative Agent.</P>
<P>8.&#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.  Except as expressly described in
<U>Paragraph 1</U> of this Agreement, 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>9.&#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>10.&#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>11.&#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>
<B><P ALIGN="CENTER">* * * * *</P>

</B><P>IN WITNESS WHEREOF, this Agreement has been duly executed as of the day
and year first above written.</P>
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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 exhibits omitted]</P>

<P>&nbsp;</P>
<P ALIGN="RIGHT">&nbsp;</P>

</TEXT>
</DOCUMENT>
