EX-10.3 2 srcl-ex103_808.htm EX-10.3 srcl-ex103_808.htm

Exhibit 10.3

 

Execution Version

 

STERICYCLE, INC.

SECOND AMENDMENT

 

This SECOND AMENDMENT, dated as of November 15, 2018 (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 Credit Agreement, dated as of November 17, 2017 (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. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

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, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the parties hereto hereby agrees as follows:

1. Amendment to Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 2 hereof and effective as of the Effective Date (defined below), Section 7.04(c) of the Credit Agreement is hereby deleted and the following is inserted in lieu thereof:

(c) the Company or any Subsidiary may consummate any (i) Permitted Acquisition and (ii) Disposition permitted by Section 7.05 (other than Section 7.05(f)).

2. Conditions to Effectiveness. The provisions of Section 1 of this Amendment shall be deemed to have become effective as of November 17, 2017 (the “Effective Date”), 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, charge and disbursements of counsel to the Administrative Agent to the extent invoiced prior to 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 (i) 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 (ii) 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 (i) contravene the terms of any of such Person’s Organization Documents; (ii) 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 (A) 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 (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) 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) After giving effect to this Amendment, 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 in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) 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 in all material respects (except to the extent any such representation  and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) as of such earlier date and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 thereof shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 thereof.

4. Governing Law; Jurisdiction; Waiver of Jury Trial; Etc. 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 NEW YORK. This Amendment shall be further subject to the provisions of Sections 10.14 and 10.15 of the Credit Agreement.

5. Counterparts; Integration; Effectiveness. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment, together with the other Loan Documents, constitutes the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Amendment.

6. Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the

 


 

illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

7. 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.

8. Reaffirmation. Except as specifically modified by this Amendment, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed.

9. Guarantors. Each 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 Guarantor in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed.

 

[Remainder of this page intentionally left blank; signature pages follow]

 

 

 


 

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/ Ronaldo Naval

Name: Ronaldo Naval

Title:   Vice President

 

BANK OF AMERICA, N.A., as a Lender, an L/C Issuer and Swing Line Lender

By:_________________

Name:

Title:

 


Stericycle, Inc.

Second Amendment to Credit Agreement

Signature Page

 


 

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:_________________

Name:

Title:

 

BANK OF AMERICA, N.A., as a Lender, an L/C Issuer and Swing Line Lender

By: /s/ Matthew N. Walt

Name: Matthew N. Walt

Title:   Director

 


Stericycle, Inc.

Second Amendment to Credit Agreement

Signature Page

 


 





STERICYCLE, INC
., as the Company

 

By:     /s/ Daniel Ginnetti

Name: Daniel Ginnetti

Title:   Executive Vice President and Chief Financial Officer

 

STERICYCLE INTERNATIONAL, LTD., as a Designated Borrower and a Guarantor

 

By:     /s/ Daniel Ginnetti

Name: Daniel Ginnetti

Title:   Director

 

SRCL LIMITED, as a Designated Borrower and a Guarantor

 

By:     /s/ Daniel Ginnetti

Name: Daniel Ginnetti

Title: Director

 

STERICYCLE EUROPE S.à.r.l., as a Designated Borrower and a Guarantor

 

By:     /s/ Daniel Ginnetti

Name: Daniel Ginnetti

Title:   A manager

 

STERICYCLE, ULC, as a Designated Borrower and a Guarantor

 

By:      /s/ Daniel Ginnetti

Name: Daniel Ginnetti

Title:   Executed Vice President and Chief Financial Officer

 

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

 

By:      /s/ Daniel Ginnetti

Name: Daniel Ginnetti

Title:   Director

 


Stericycle, Inc.

Second Amendment to Credit Agreement

Signature Page

 


 

STERICYCLE ENVIRONMENTAL SOLUTIONS, INC., as a Guarantor

 

By:      /s/ Daniel Ginnetti

Name: Daniel Ginnetti

Title:   Vice President, Secretary and Treasurer

 

SHRED-IT USA LLC, as a Guarantor

 

By:      /s/ Daniel Ginnetti

Name: Daniel Ginnetti

Title:   Vice President, Secretary and Treasurer

 

STERICYCLE COMMUNICATION SOLUTIONS, INC., as a Guarantor

 

By:      /s/ Daniel Ginnetti

Name: Daniel Ginnetti

Title:   Vice President, Secretary and Treasurer

 

 


Stericycle, Inc.

Second Amendment to Credit Agreement

Signature Page

 


 

STERICYCLE ESPAÑA, S.L. (Sociedad Unipersonal),

as a Guarantor

 

By:      /s/ Franciscus J.M. Ten Brink

Name:Franciscus J.M. Ten Brink

Title:Administrador Único

 


Stericycle, Inc.

Second Amendment to Credit Agreement

Signature Page

 


 

HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender

 

By:     /s/ Andrew Bicker

Name:Andrew Bicker

Title:Director

 

 


Stericycle, Inc.

Second Amendment to Credit Agreement

Signature Page

 


 

HSBC BANK PLC, as a Lender

 

By:      /s/ Giovanna Padua

Name:Giovanna Padua

Title:Relationship Banker

 

 


Stericycle, Inc.

Second Amendment to Credit Agreement

Signature Page

 


 

JPMORGAN CHASE BANK, N.A., as a Lender

 

By:      /s/ Krys Szremski

Name:Krys Szremski

Title:Executive Director

 


Stericycle, Inc.

Second Amendment to Credit Agreement

Signature Page

 


 

MUFG BANK, LTD., f/k/a THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender

 

By:      /s/ Maria F. Maia

Name:Maria F. Maia

Title:Director

 


Stericycle, Inc.

Second Amendment to Credit Agreement

Signature Page

 


 

SUMITOMO MITSUI BANKING CORPORATION, as a Lender

 

By:      /s/ James D. Weinstein

Name:James D. Weinstein

Title:Managing Director

 


Stericycle, Inc.

Second Amendment to Credit Agreement

Signature Page

 


 

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

 

 

By:      /s/ Sara Barton

Name:Sara Barton

Title:Vice President


Stericycle, Inc.

Second Amendment to Credit Agreement

Signature Page

 


 

U.S. BANK NATIONAL ASSOCIATION, as a Lender

 

By:      /s/ James N. DeVries

Name:James N. DeVries

Title:Senior Vice President

 

 


Stericycle, Inc.

Second Amendment to Credit Agreement

Signature Page

 


 

BMO HARRIS BANK N.A., as a Lender

 

By:      /s/ Brian J. Doyle

Name:Brian J. Doyle

Title:Vice President

 

 


Stericycle, Inc.

Second Amendment to Credit Agreement

Signature Page

 


 

BMO HARRIS FINANCING INC., as a Lender

 

By:      /s/ Brian J. Doyle

Name:Brian J. Doyle

Title:Vice President

 

 


Stericycle, Inc.

Second Amendment to Credit Agreement

Signature Page

 


 

COMPASS BANK, as a Lender

 

By:     /s/ Gilberto Gonzalez

Name:Gilberto Gonzalez

Title:S.V.P.

 


Stericycle, Inc.

Second Amendment to Credit Agreement

Signature Page

 


 

UNICREDIT BANK AG, NEW YORK BRANCH, as a Lender

 

 

By:     /s/ Mathias Eichwald

Name:Mathias Eichwald

Title:Director

 

By:     /s/ Tommaso Maiocchi

Name:Tommaso Maiocchi

Title:Associate Director

 

 

 


Stericycle, Inc.

Second Amendment to Credit Agreement

Signature Page

 


 

GOLDMAN SACHS BANK USA, as a Lender

 

 

By:      /s/ Mahesh Mohan

Name:Mahesh Mohan

Title:Authorized Signatory


Stericycle, Inc.

Second Amendment to Credit Agreement

Signature Page

 


 

CITIBANK, N.A., as a Lender

 

 

By:      /s/ Michael Chen

Name:Michael Chen

Title:Authorized Signatory

 

 

 


CITIZENS BANK, N.A., as a Lender By: /s/ Matthew PossanzaName:Matthew PossanzaTitle:Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stericycle, Inc.

Second Amendment to Credit Agreement

Signature Page

 


 

 

PNC BANK, NATIONAL ASSOCIATION, as a Lender

 

 

By:      /s/ Bridget Anderson

Name:Bridget Anderson

Title:Assistant Vice President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stericycle, Inc.

Second Amendment to Credit Agreement

Signature Page

 


 

 

 

SANTANDER BANK, N.A., as a Lender

 

 

By:      /s/ Andres Barbosa

Name:Andres Barbosa

Title:Executive Director

 

By:      /s/ Carolina Gutierrez

Name:Carolina Gutierrez

Title:Vice President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stericycle, Inc.

Second Amendment to Credit Agreement

Signature Page

 


 

 

 

 

THE NORTHERN TRUST COMPANY, as a Lender

 

By:      /s/ Brittany Mondane

 

Name:  Brittany Mondane

Title:    Vice President

 

 

 

 

Stericycle, Inc.

Second Amendment to Credit Agreement

Signature Page