STERICYCLE, INC.

THIRD AMENDMENT

This THIRD AMENDMENT , dated as of July 28, 2017 (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 Second Amended and Restated Credit Agreement, dated as of June 3, 2014 (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 (as defined below) and not otherwise defined herein shall have their defined meanings in the Credit Agreement 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, 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. Amendments to Credit Agreement .  Subject to the satisfaction of the conditions precedent set forth in Section 2 hereof:  

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

“ MDL Contract Action ” means the claims made against the Company in In re: Stericycle, Inc., Steri-Safe Contract Litigation, Case No. 13 C 5795, MDL No. 2455 brought in the United States District Court for the Northern District of Illinois Eastern Division.

(b) The definition of “ Consolidated EBITDA ” in Section 1.01 is amended to read as follows:

“ Consolidated EBITDA ” means, for any period, for the Company and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges for such period, (ii) the provision for Federal, state, local and foreign income taxes payable by the Company and its

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Subsidiaries for such period, (iii) depreciation and amortization expense, (iv) other non-recurring expenses of the Company and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period, (v) non-cash stock compensation expenses of the Company and its Subsidiaries incurred in such period, (vi) up to $45,000,000 in the aggregate of cash charges associated with the settlement of the TCPA Action, (vii) up to $295,000,000 in the aggregate of cash charges associated with the settlement of the MDL Contract Action, and (viii) up to $5,000,000 in the aggregate of cash charges related to legal fees and expenses associated with the MDL Contract Action, the Third Amendment of this Agreement and the corresponding amendments to the Term Loan Credit Agreement and Senior Notes minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits of the Company and its Subsidiaries for such period and (ii) all non-cash items increasing Consolidated Net Income for such period; provided, however, that Consolidated EBITDA shall be increased by the amount of Transaction Costs incurred during such period to the extent such amount was deducted in determining Consolidated Net Income for such period.  

(c) Section 7.11(b) is amended to read as follows:

(b) Consolidated Leverage Ratio .  Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Company to be greater than 3.75 to 1.00; provided that if the Consolidated Leverage Ratio, on a pro forma basis as of any such date and immediately after giving effect to the settlement payment of the MDL Contract Action is greater than 3.50 to 1.00, the Company may, in its sole discretion, elect to increase the maximum Consolidated Leverage Ratio permitted by this Section 7.11(b) to 4.00 to 1.00 as of the end of the fiscal quarter in which the settlement of the MDL Contract Action occurred and in any subsequent fiscal quarter ending on or prior to September 30, 2018; provided, further , in no event shall the elevated ratio permitted by the immediately preceding proviso extend after September 30, 2018.  Such election shall be made by the delivery of a written notice by the Company to the Administrative Agent making reference to this Section 7.11(b) and notifying the Administrative Agent of the Company’s election to increase the maximum Consolidated Leverage Ratio as provided above on or prior to the date of the actual or required delivery of a Compliance Certificate for the fiscal quarter in which the settlement of the MDL Contract Action occurred.

(d) The existing Exhibit D is deleted and replaced with Exhibit D attached hereto.

2. Conditions to Effectiveness .  The provisions of Section 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 other Loan Party and the Required Lenders ;

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(b) the Company having paid the fees in the amounts and at the times specified in the letter agreement, dated as of July 6, 2017, between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “ Amendment Fee Letter ”), which fees shall be deemed fully earned and due on the effective date and shall be nonrefundable;

(c) satisfactory evidence of substantially contemporaneous amendments in form and substance satisfactory to the Administrative Agent, including amendments in substance parallel to those in Section 1 of this Amendment, with respect to (x) the 2010 Note Purchase Agreement, (y) the 2012 Note Purchase Agreement, and (z) the 2015 Note Purchase Agreement; and

(d) 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 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 general ly 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) 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,

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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, 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 Illinois.   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 Amendment Fee Letter and 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]

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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.

STERICYCLE – THIRD AMENDMENT

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STERICYCLE, INC., as the Company

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

STERICYCLE INTERNATIONAL, LLC, as a Designated Borrower and Subsidiary Guarantor

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

STERICYCLE, ULC, as a Designated Borrower and Subsidiary Guarantor

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

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SRCL LIMITED, as a Subsidiary Guarantor

PSC, LLC, as a Subsidiary Guarantor

STERICYCLE ENVIRONMENTAL SOLUTIONS, INC., as a Subsidiary Guarantor

PSC ENVIRONMENTAL SERVICES, LLC, as a Subsidiary Guarantor

STERICYCLE ESPAÑA S.L.U., as a Subsidiary Guarantor

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EXHIBIT D

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date:  _______________, _____

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of June 3, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Agreement ;” the terms defined therein being used herein as therein defined), among Stericycle, Inc., a Delaware corporation (the “ Company ”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender.

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ______________________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Company, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Company ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraph 1 for fiscal quarter-end financial statements]

1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Company ended as of the above date.  Such financial statements fairly present the financial condition, results of operations and cash flows of the Company and its Consolidated Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Company during the accounting period covered by the attached financial statements.

3. A review of the activities of the Company during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Company performed and observed all its Obligations under the Loan Documents, and

[select one:]

[to the best knowledge of the undersigned during such fiscal period, the Company performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.]

–or–

[the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

4. The representations and warranties of (i) the Borrowers contained in Article V of the Agreement and (ii) each Loan Party contained in each other Loan Document or in any document furnished at any time under or in connection with the 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, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.

5. The financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate on and as of the date of this Certificate.

6. Since the date of delivery of the most recent Compliance Certificate, no Persons have become Material Subsidiaries [other than _______________].

[signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of _______________, _____.

For the Quarter/Year ended _______________ (“ Statement Date ”)

SCHEDULE 2
to the Compliance Certificate
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STERICYCLE, INC.

FIRST AMENDMENT

This FIRST AMENDMENT , dated as of July 28, 2017 (this “ Amendment ”), is entered into by and among STERICYCLE, INC. , a Delaware corporation (the “ Borrower ”), the Subsidiaries of the Borrower 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 Term Loan Credit Agreement, dated as of August 21, 2015 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “ Credit Agreement ”), among the Borrower, the financial institutions from time to time party thereto as lenders (the “ Lenders ”), 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 Borrower 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.   Amendments to Credit Agreement .  Subject to the satisfaction of the conditions precedent set forth in Section 2 hereof:

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

“ MDL Contract Action ” means the claims made against the Borrower in In re: Stericycle, Inc., Steri-Safe Contract Litigation , Case No. 13 C 5795, MDL No. 2455 brought in the United States District Court for the Northern District of Illinois Eastern Division.

(b)   The definition of “Consolidated EBITDA” in Section 1.01 is amended to read as follows:

“ Consolidated EBITDA ” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges for such period, (ii) the provision for Federal, state, local and foreign income taxes payable by the Borrower and its Subsidiaries for such period, (iii) depreciation and amortization expense, (iv) other non-recurring expenses of the Borrower and its Subsidiaries reducing such Consolidated Net

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Income which do not represent a cash item in such period or any future period, (v) non-cash stock compensation expenses of the Borrower and its Subsidiaries incurred in such period, (vi) up to $45,000,000 in the aggregate of cash charges associated with the settlement of the TCPA Action, (vii) up to $295,000,000 in the aggregate of cash charges associated with the settlement of the MDL Contract Action, and (viii) up to $5,000,000 in the aggregate of cash charges related to legal fees and expenses associated with the MDL Contract Action, the First Amendment of this Agreement and the corresponding amendments to the Existing Credit Agreement and Senior Notes minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits of the Borrower and its Subsidiaries for such period and (ii) all non-cash items increasing Consolidated Net Income for such period; provided, however, that Consolidated EBITDA shall be increased by the amount of Transaction Costs incurred during such period to the extent such amount was deducted in determining Consolidated Net Income for such period.  

(c)   Section 7.11(b) is amended to read as follows:

(b) Consolidated Leverage Ratio .  Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower to be greater than 3.75 to 1.00; provided that if the Consolidated Leverage Ratio, on a pro forma basis as of any such date and immediately after giving effect to the settlement payment of the MDL Contract Action is greater than 3.50 to 1.00, the Borrower may, in its sole discretion, elect to increase the maximum Consolidated Leverage Ratio permitted by this Section 7.11(b) to 4.00 to 1.00 as of the end of the fiscal quarter in which the settlement of the MDL Contract Action occurred and in any subsequent fiscal quarter ending on or prior to September 30, 2018; provided, further , in no event shall the elevated ratio permitted by the immediately preceding proviso extend after September 30, 2018.  Such election shall be made by the delivery of a written notice by the Borrower to the Administrative Agent making reference to this Section 7.11(b) and notifying the Administrative Agent of the Borrower’s election to increase the maximum Consolidated Leverage Ratio as provided above on or prior to the date of the actual or required delivery of a Compliance Certificate for the fiscal quarter in which the settlement of the MDL Contract Action occurred.

(d) The existing Exhibit C is deleted and replaced with Exhibit C attached hereto.

2.   Conditions to Effectiveness .  The provisions of Section 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 Borrower, each Subsidiary Loan Party and the Required Lenders;

(b) the Borrower having paid the fees in the amounts and at the times specified in the letter agreement, dated as of July 6, 2017, between the Borrower and Merrill Lynch, Pierce,

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Fenner & Smith Incorporated (the “ Amendment Fee Letter ”), which fees shall be deemed fully earned and due on the effective date and shall be nonrefundable;

(c) satisfactory evidence of substantially contemporaneous amendments in form and substance satisfactory to the Administrative Agent, including amendments in substance parallel to those in Section 1 of this Amendment, with respect to (x) the 2010 Note Purchase Agreement, (y) the 2012 Note Purchase Agreement, and (z) the 2015 Note Purchase Agreement; and

(d) unless waived by the Administrative Agent, the Borrower having paid all fees, charges 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 general ly 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)   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 and except that the representations

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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 Amendment Fee Letter and 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]

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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.

STERICYCLE – FIRST AMENDMENT

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STERICYCLE, INC., as the Borrower

STERICYCLE INTERNATIONAL, LTD., as a Guarantor

STERICYCLE INTERNATIONAL, LLC, as a Guarantor

STERICYCLE EUROPE S.à.r.l., as a Guarantor

STERICYCLE, ULC, as a Designated Borrower and Subsidiary Guarantor

STERICYCLE INTERNATIONAL HOLDINGS LIMITED, as a Guarantor

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SRCL LIMITED, as a Guarantor

PSC, LLC, as a Guarantor

PSC HOLDINGS, INC., as a Guarantor

PSC ENVIRONMENTAL SERVICES, LLC, as a Guarantor

STERICYCLE ESPAÑA S.L.U., as a Guarantor

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EXHIBIT C

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date:  _______________, _____

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Term Loan Credit Agreement, dated as of August 21, 2015 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “ Agreement ”; the terms defined therein being used herein as therein defined), among Stericycle, Inc., a Delaware corporation (the “ Borrower ”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ______________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Borrower, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraph 1 for fiscal quarter-end financial statements]

1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date.  Such financial statements fairly present the financial condition, results of operations and cash flows of the Borrower and its Consolidated Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements.

3. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and

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[select one:]

[to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.]

–or–

[the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

4. The representations and warranties of the Borrower contained in Article V of the Agreement and each Loan Party contained in each other Loan Document are true and correct in all material respects (or, to the extent any such representation and warranty is modified by materiality or Material Adverse Effect, 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 (or, to the extent any such representation and warranty is modified by materiality or Material Adverse Effect, in all respects) as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in Sections 5.05(a) and (b) of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Agreement, respectively, including the statements in connection with which this Compliance Certificate is delivered.

5. The financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate on and as of the date of this Compliance Certificate.

6. Since the date of delivery of the most recent Compliance Certificate, no Persons have become Material Subsidiaries [other than _______________].

[Remainder of page intentionally left blank; signature page follows]

\69195775

IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of _______________, _____.

\69195775

For the Quarter/Year ended _______________ (“ Statement Date ”)

SCHEDULE 2
to the Compliance Certificate
($ in 000’s)

\69195775

\69195775

Stericycle, Inc.

___________________________________

Second Amendment

Dated as of July 28, 2017

to

Note Purchase Agreement

Dated as of August 18, 2010

___________________________________

R e: 3.89% Senior Notes, Series A, due October 15, 2017

and

4.47% Senior Notes, Series B, due October 15, 2020

Exhibit 10.3

4242756

Second Amendment to Note Purchase Agreement

This Second Amendment dated as of July 28, 2017 (the or this “Agreement” ) to the Note Purchase Agreement referred to below is between Stericycle, Inc., a Delaware corporation (the “Company” ), and each of the institutions which is a signatory to this Agreement (collectively, the “Noteholders” ).

Recitals:

Whereas , the Company and each of the Noteholders have heretofore entered into the Note Purchase Agreement dated as of August 18, 2010 as amended by the First Amendment to the Note Purchase Agreement dated as of August 13, 2015 (as amended, the “Note Purchase Agreement” ), pursuant to which the Company issued on or about October 15, 2010 (a) $175,000,000 aggregate principal amount of its 3.89% Senior Notes, Series A, due October 15, 2017 (as amended, the “Series A Notes” ) and (b) $225,000,000 aggregate principal amount of its 4.47% Senior Notes, Series B, due October 15, 2020 (as amended, the “Series B Notes” and together with the Series A Notes, collectively, the “Notes” );

Whereas , the Company and the Noteholders now desire to amend the Note Purchase Agreement and the Notes in the respects, but only in the respects, hereinafter set forth;

Whereas , all capitalized terms used herein and not defined herein shall have the meaning specified in the Note Purchase Agreement;

Whereas , all requirements of law have been fully complied with and all other acts and things necessary to make this Agreement a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

Now, therefore , upon the full and complete satisfaction of the conditions precedent to effectiveness set forth in Section 3.1 hereof, and for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and each of the Noteholders do hereby agree as follows:

Section 1.1. Section 10.1(a) of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:  

(i) The Company will not permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Company to exceed  3.75 to 1.00; provided that if the Consolidated Leverage Ratio, on a pro forma basis as of any such date and immediately after giving effect to the settlement payment of the MDL Contract Action, is greater than 3.50 to 1.00, the Company may, in its sole discretion, elect to increase the maximum Consolidated Leverage

Ratio permitted by this Section 10.1(a)(i) to 4.00 to 1.00 as of the end of the fiscal quarter in which the settlement payment of the MDL Contract Action occurred and in any subsequent fiscal quarter ending on or prior to September 30, 2018 (the “ MDL Period ” ); provided further in no event shall the elevated ratio permitted by the immediately preceding proviso extend after September 30, 2018.  Such election shall be made by the delivery of a written notice by the Company to the holders of Notes making reference to this Section 10.1(a) and notifying the holders of Notes of the Company’s election to increase the maximum Consolidated Leverage Ratio as provided above on or prior to the date of the actual or required delivery of a certificate required under Section 7.2 for the fiscal quarter in which the settlement payment of the MDL Contract Action occurred; and

(ii) If at the end of any fiscal quarter of the Company during the MDL Period the Consolidated Leverage Ratio exceeded 3.75 to 1.00 (an “MDL Leverage Increase” ), the per annum interest rate (including any Default Rate, if applicable) otherwise applicable to each series of the Notes as specified in the first paragraph thereof shall be increased by 50 basis points (.50%) (the “MDL Leverage Increased Interest Rate” ) from the date of such MDL Leverage Increase to but not including the date that the Consolidated Leverage Ratio is 3.75 to 1.00 or less.  The Company shall promptly, and in any event within 10 Business Days, following an MDL Leverage Increase notify the holders of the Notes in writing that an MDL Leverage Increase has commenced and the date of such commencement.  Payment of the MDL Leverage Increased Interest Rate shall not constitute a waiver of any Default or Event of Default hereunder.”

Section 1.2. Additional Definitions .  Schedule B to the Note Purchase Agreement is hereby amended to insert the following definitions, each in its respective alphabetical order:

“Bank Credit Agreement” means the Second Amended and Restated Credit Agreement dated as of June 3, 2014 by and among the Company, certain Subsidiaries of the Company named therein, Bank of America, N.A., as administrative agent, and the other financial institutions party thereto, as amended, restated, joined, supplemented or otherwise modified from time to time, and any renewals, extensions or replacements thereof, which constitute the primary bank credit facility of the Company and its Subsidiaries.

“MDL Contract Action” means the claims made against the Company in In re: Stericycle, Inc., Steri-Safe Contract Litigation,

- 2 -

Case No. 13 C 5795, MDL No. 2455 brought in the United States District Court for the Northern District of Illinois Eastern Division.

“MDL Leverage Increase” is defined in Section 10.1(a)(ii) .

“MDL Leverage Increased Interest Rate” is defined in Section 10.1(a)(ii) .

“MDL Period” is defined in Section 10.1(a)(i) .

“Other Note Agreements” means each of the following note purchase agreements among the Company and the holders of notes party thereto: (i) the Note Purchase Agreement dated as of October 22, 2012, (ii) the Note Purchase Agreement dated as April 30, 2015 and (iii) the Note Purchase Agreement dated as of October 1, 2015, each as amended, restated, joined, supplemented or otherwise modified from time to time.

“Second Amendment” means the Second Amendment dated as of July 28, 2017 to this Agreement between the Company and the holders party thereto.

“ Term Loan Agreement” means the Term Loan Credit Agreement dated as of August 21, 2015 by and among the Company, certain Subsidiaries of the Company named therein, Bank of America, N.A., as administrative agent, and the other financial institutions party thereto, as amended, restated, joined, supplemented or otherwise modified from time to time.

Section 1.3. Amended Definitions.   Schedule B to the Note Purchase Agreement is hereby amended by amending and restating each of the following definitions in its entirety to read as follows:

“ Consolidated EBITDA ” means, for any period, for the Company and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges for such period, (ii) the provision for federal, state, local and foreign income taxes payable by the Company and its Subsidiaries for such period, (iii) depreciation and amortization expense, (iv) other non-recurring expenses of the Company and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period, (v) non-cash stock compensation expenses of the Company and its Subsidiaries incurred in such

- 3 -

period, (vi) up to $45,000,000 in the aggregate of cash charges associated with the settlement of the TCPA Action, (vii) up to $295,000,000 in the aggregate of cash charges associated with the settlement of the MDL Contract Action, and (viii) up to $5,000,000 in the aggregate of cash charges related to legal fees and expenses associated with (x) the MDL Contract Action, (y) the Second Amendment and (z) the corresponding amendments to the Bank Credit Agreement, the Term Loan Agreement and Other Note Agreements minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) federal, state, local and foreign income tax credits of the Company and its Subsidiaries for such period and (ii) all non-cash items increasing Consolidated Net Income for such period; provided, however, that Consolidated EBITDA shall be increased by the amount of Transaction Costs incurred during such period to the extent such amount was deducted in determining Consolidated Net Income for such period.  For purposes of calculating Consolidated EBITDA for any period of four consecutive quarters, if during such period the Company or any Subsidiary shall have made any Acquisition or disposed of any Person or of all or substantially all of the operating assets of any Person, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such period.

“Increased Interest Rate” means the occurrence of a Primary Increased Interest Rate, the Secondary Increased Interest Rate or MDL Leverage Increased Interest Rate, as applicable.

Section 2.1. To induce the Noteholders to execute and deliver this Agreement, the Company represents and warrants (which representations shall survive the execution and delivery of this Agreement) to the Noteholders that:

(a) this Agreement has been duly authorized, executed and delivered by the Company and, upon execution and delivery thereof by the parties hereto, this Agreement constitutes the legal, valid and binding obligation, contract and agreement of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

(b) the Note Purchase Agreement, as amended by this Agreement, constitutes the legal, valid and binding obligation, contract and agreement of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

- 4 -

(c) the execution, delivery and performance by the Company of this Agreement (i) has been duly authorized by all requisite corporate actions on the part of the Company, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation applicable to the Company or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c) ;

(d) as of the date hereof and after giving effect to this Agreement, no Default or Event of Default has occurred which is continuing; and

(e) the representations and warranties contained in Section 5 of the Note Purchase Agreement are true and correct in all material respects with the same force and effect as if made by the Company on and as of the date hereof, except to the extent that any such representation or warranty expressly relates to an earlier date.

Section 3.1. The amendments to the Note Purchase Agreement set forth herein shall not become effective until, and shall become effective when (the “Effective Date” ), each of the following conditions shall have been satisfied:

(a) executed counterparts of this Agreement, duly executed by the Company and the holders of 51% in principal amount of the outstanding Notes, shall have been delivered to the Noteholders;

(b) copies of a favorable written opinion of counsel to the Company addressed to each of the Noteholders as to matters set forth in Section 2.1(a) through (c) hereof (provided that the opinion regarding Section 2.1(c)(iii)(3) will relate to the Other Note Agreements, Bank Credit Agreement and the Term Loan Agreement (each as defined in the Note Purchase Agreement after giving effect to this Agreement)), in form and substance satisfactory to the Noteholders, shall have been delivered to the Noteholders;

(c) the representations and warranties of the Company set forth in Section 2 hereof shall be true and correct on and with respect to the date hereof, and the execution and delivery by the Company of this Agreement shall constitute certification by the Company of the same;

(d) the Company shall have paid a fee to each holder of Notes equal to five basis points (.05%) on the outstanding principal amount of Notes held by each such holder of Note as of the Effective Date;

- 5 -

(e) the Company shall have paid the fees and expenses of Chapman and Cutler LLP, special counsel to the Noteholders, incurred in connection with the negotiation, preparation, approval, execution and delivery of this Agreement for which an invoice has been provided;

(f) the Company shall have delivered copies of an amendment to each of the Bank Credit Agreement and the Term Loan Agreement (as defined in the Note Purchase Agreement after giving effect to this Agreement), each amending such agreements in substance consistent with the amendments to the Note Purchase Agreement as contemplated by this Agreement; and

(g) the Company shall have delivered copies of an amendment to each of the Other Note Agreements (as defined in the Note Purchase Agreement after giving effect to this Agreement) between the Company and the purchasers named therein, each amending such agreements in substance consistent with the amendments to the Note Purchase Agreement as contemplated by this Agreement.

Upon receipt and satisfaction of all of the foregoing, such amendments shall become effective.

Section 4.1. Upon a request from any Noteholder, the Company will replace each Note currently held by such Noteholder with a revised Note in the form of Exhibit 1(a) or 1(b), as applicable, as amended by that certain First Amendment referenced in the recitals of this Agreement.  The form of Note under the Note Purchase Agreement includes a reference to the “Increased Interest Rate” and the Company acknowledges that such reference shall be deemed to reference the Increased Interest Rate as defined in the Note Purchase Agreement after giving effect to this Amendment.

Section 4.2. This Agreement shall be construed in connection with and as part of the Note Purchase Agreement, and except as modified and expressly amended by this Agreement, all terms, conditions and covenants contained in the Note Purchase Agreement are hereby ratified and confirmed and shall be and remain in full force and effect.

Section 4.3 . Any and all notices, requests, certificates and other instruments, including the Notes, may refer to the “Note Purchase Agreement” or the “Note Purchase Agreement dated as of August 18, 2010” without making specific reference to this Agreement, but nevertheless all such references shall be deemed to include this Agreement unless the context shall otherwise require.

Section 4.4. The descriptive headings of the various Sections or parts of this Agreement are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

- 6 -

Section 4.5. This Agreement shall be governed by and construed in accordance with New York law excluding choice ‑of ‑law principles of the law of New York that would require the application of the laws of jurisdiction other than New York.

Section 4.6. This Agreement may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.  This Agreement, together with the Note Purchase Agreement (as amended hereby) and the Notes, 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 Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.

- 7 -

In Witness Whereof , the parties hereto have executed this Agreement as of the Effective Date .

Accepted and Agreed to:

Accepted and Agreed to:

Accepted and Agreed to:

Accepted and Agreed to:

Accepted and Agreed to:

Accepted and Agreed to:

Accepted and Agreed to:

Accepted and Agreed to:

Accepted and Agreed to:

Accepted and Agreed to:

Accepted and Agreed to:

Accepted and Agreed to:

Accepted and Agreed to:

Accepted and Agreed to:

Accepted and Agreed to:

Accepted and Agreed to:

Accepted and Agreed to:

Accepted and Agreed to:

Accepted and Agreed to:

Accepted and Agreed to:

Accepted and Agreed to:

Accepted and Agreed to:

Stericycle, Inc.

___________________________________

Second Amendment

Dated as of July 28, 2017

to

Note Purchase Agreement

Dated as of October 22, 2012

___________________________________

R e: 2.68% Senior Notes, Series A, due December 12, 2019

and

3.26% Senior Notes, Series B, due December 12, 2022

4251928.01.04.doc

4242756

Second Amendment to Note Purchase Agreement

This Second Amendment dated as of July 28, 2017 (the or this “Agreement” ) to the Note Purchase Agreement referred to below is between Stericycle, Inc., a Delaware corporation (the “Company” ), and each of the institutions which is a signatory to this Agreement (collectively, the “Noteholders” ).

Recitals:

Whereas , the Company and each of the Noteholders have heretofore entered into the Note Purchase Agreement dated as of October 22, 2012 as amended by the First Amendment to the Note Purchase Agreement dated as of August 13, 2015 (as amended, the “Note Purchase Agreement” ), pursuant to which the Company issued on or about December 12, 2012 (a) $125,000,000 aggregate principal amount of its 2.68% Senior Notes, Series A, due December 12, 2019 (as amended, the “Series A Notes” ) and (b) $125,000,000 aggregate principal amount of its 3.26% Senior Notes, Series B, due December 12, 2022 (as amended, the “Series B Notes” and together with the Series A Notes, collectively, the “Notes” );

Whereas , the Company and the Noteholders now desire to amend the Note Purchase Agreement and the Notes in the respects, but only in the respects, hereinafter set forth;

Whereas , all capitalized terms used herein and not defined herein shall have the meaning specified in the Note Purchase Agreement;

Whereas , all requirements of law have been fully complied with and all other acts and things necessary to make this Agreement a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

Now, therefore , upon the full and complete satisfaction of the conditions precedent to effectiveness set forth in Section 3.1 hereof, and for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and each of the Noteholders do hereby agree as follows:

Section 1.1. Section 10.1(a) of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:  

(i) The Company will not permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Company to exceed  3.75 to 1.00; provided that if the Consolidated Leverage Ratio, on a pro forma basis as of any such date and immediately after giving effect to the settlement payment of the MDL Contract Action, is greater than 3.50 to 1.00, the Company may, in its sole discretion, elect to increase the maximum Consolidated Leverage

Ratio permitted by this Section 10.1(a)(i) to 4.00 to 1.00 as of the end of the fiscal quarter in which the settlement payment of the MDL Contract Action occurred and in any subsequent fiscal quarter ending on or prior to September 30, 2018 (the “ MDL Period ” ); provided further in no event shall the elevated ratio permitted by the immediately preceding proviso extend after September 30, 2018.  Such election shall be made by the delivery of a written notice by the Company to the holders of Notes making reference to this Section 10.1(a) and notifying the holders of Notes of the Company’s election to increase the maximum Consolidated Leverage Ratio as provided above on or prior to the date of the actual or required delivery of a certificate required under Section 7.2 for the fiscal quarter in which the settlement payment of the MDL Contract Action occurred; and

(ii) If at the end of any fiscal quarter of the Company during the MDL Period the Consolidated Leverage Ratio exceeded 3.75 to 1.00 (an “MDL Leverage Increase” ), the per annum interest rate (including any Default Rate, if applicable) otherwise applicable to each series of the Notes as specified in the first paragraph thereof shall be increased by 50 basis points (.50%) (the “MDL Leverage Increased Interest Rate” ) from the date of such MDL Leverage Increase to but not including the date that the Consolidated Leverage Ratio is 3.75 to 1.00 or less.  The Company shall promptly, and in any event within 10 Business Days, following an MDL Leverage Increase notify the holders of the Notes in writing that an MDL Leverage Increase has commenced and the date of such commencement.  Payment of the MDL Leverage Increased Interest Rate shall not constitute a waiver of any Default or Event of Default hereunder.”

Section 1.2. Additional Definitions .  Schedule B to the Note Purchase Agreement is hereby amended to insert the following definitions, each in its respective alphabetical order:

“Bank Credit Agreement” means the Second Amended and Restated Credit Agreement dated as of June 3, 2014 by and among the Company, certain Subsidiaries of the Company named therein, Bank of America, N.A., as administrative agent, and the other financial institutions party thereto, as amended, restated, joined, supplemented or otherwise modified from time to time, and any renewals, extensions or replacements thereof, which constitute the primary bank credit facility of the Company and its Subsidiaries.

“MDL Contract Action” means the claims made against the Company in In re: Stericycle, Inc., Steri-Safe Contract

Litigation, Case No. 13 C 5795, MDL No. 2455 brought in the United States District Court for the Northern District of Illinois Eastern Division.

“MDL Leverage Increase” is defined in Section 10.1(a)(ii) .

“MDL Leverage Increased Interest Rate” is defined in Section 10.1(a)(ii) .

“MDL Period” is defined in Section 10.1(a)(i) .

“Other Note Agreements” means each of the following note purchase agreements among the Company and the holders of notes party thereto: (i) the Note Purchase Agreement dated as of August 18, 2010, (ii) the Note Purchase Agreement dated as of April 30, 2015 and (iii) the Note Purchase Agreement dated as of October 1, 2015, each as amended, restated, joined, supplemented or otherwise modified from time to time.

“Second Amendment” means the Second Amendment dated as of July 28, 2017 to this Agreement between the Company and the holders party thereto.

“ Term Loan Agreement” means the Term Loan Credit Agreement dated as of August 21, 2015 by and among the Company, certain Subsidiaries of the Company named therein, Bank of America, N.A., as administrative agent, and the other financial institutions party thereto, as amended, restated, joined, supplemented or otherwise modified from time to time.

Section 1.3. Amended Definitions.   Schedule B to the Note Purchase Agreement is hereby amended by amending and restating each of the following definitions in its entirety to read as follows:

“ Consolidated EBITDA ” means, for any period, for the Company and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges for such period, (ii) the provision for federal, state, local and foreign income taxes payable by the Company and its Subsidiaries for such period, (iii) depreciation and amortization expense, (iv) other non-recurring expenses of the Company and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period, (v) non-cash stock compensation

expenses of the Company and its Subsidiaries incurred in such period, (vi) up to $45,000,000 in the aggregate of cash charges associated with the settlement of the TCPA Action, (vii) up to $295,000,000 in the aggregate of cash charges associated with the settlement of the MDL Contract Action, and (viii) up to $5,000,000 in the aggregate of cash charges related to legal fees and expenses associated with (x) the MDL Contract Action, (y) the Second Amendment and (z) the corresponding amendments to the Bank Credit Agreement, the Term Loan Agreement and Other Note Agreements minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) federal, state, local and foreign income tax credits of the Company and its Subsidiaries for such period and (ii) all non-cash items increasing Consolidated Net Income for such period; provided, however, that Consolidated EBITDA shall be increased by the amount of Transaction Costs incurred during such period to the extent such amount was deducted in determining Consolidated Net Income for such period.  For purposes of calculating Consolidated EBITDA for any period of four consecutive quarters, if during such period the Company or any Subsidiary shall have made any Acquisition or disposed of any Person or of all or substantially all of the operating assets of any Person, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such period.

“Increased Interest Rate” means the occurrence of a Primary Increased Interest Rate, Secondary Increased Interest Rate or MDL Leverage Increased Interest Rate, as applicable.

Section 2.1. To induce the Noteholders to execute and deliver this Agreement, the Company represents and warrants (which representations shall survive the execution and delivery of this Agreement) to the Noteholders that:

(a) this Agreement has been duly authorized, executed and delivered by the Company and, upon execution and delivery thereof by the parties hereto, this Agreement constitutes the legal, valid and binding obligation, contract and agreement of the Company enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

(b) the Note Purchase Agreement, as amended by this Agreement, constitutes the legal, valid and binding obligation, contract and agreement of the Company enforceable against it in accordance with its terms, except as enforcement may be limited

by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

(c) the execution, delivery and performance by the Company of this Agreement (i) has been duly authorized by all requisite corporate actions on the part of the Company, (ii) does not require the consent or approval of any governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation applicable to the Company or its certificate of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c) ;

(d) as of the date hereof and after giving effect to this Agreement, no Default or Event of Default has occurred which is continuing; and

(e) the representations and warranties contained in Section 5 of the Note Purchase Agreement are true and correct in all material respects with the same force and effect as if made by the Company on and as of the date hereof, except to the extent that any such representation or warranty expressly relates to an earlier date.

Section 3.1. The amendments to the Note Purchase Agreement set forth herein shall not become effective until, and shall become effective when (the “Effective Date” ), each of the following conditions shall have been satisfied:

(a) executed counterparts of this Agreement, duly executed by the Company and the holders of 51% in principal amount of the outstanding Notes, shall have been delivered to the Noteholders;

(b) copies of a favorable written opinion of counsel to the Company addressed to each of the Noteholders as to matters set forth in Section 2.1(a) through (c) hereof (provided that the opinion regarding Section 2.1(c)(iii)(3) will relate to the Other Note Agreements, Bank Credit Agreement and the Term Loan Agreement (each as defined in the Note Purchase Agreement after giving effect to this Agreement)), in form and substance satisfactory to the Noteholders, shall have been delivered to the Noteholders;

(c) the representations and warranties of the Company set forth in Section 2 hereof shall be true and correct on and with respect to the date hereof, and the execution and delivery by the Company of this Agreement shall constitute certification by the Company of the same;

(d) the Company shall have paid a fee to each holder of Notes equal to five basis points (.05%) on the outstanding principal amount of Notes held by each such holder of Note as of the Effective Date;

(e) the Company shall have paid the fees and expenses of Chapman and Cutler LLP, special counsel to the Noteholders, incurred in connection with the negotiation, preparation, approval, execution and delivery of this Agreement for which an invoice has been provided;

(f) the Company shall have delivered copies of an amendment to each of the Bank Credit Agreement and the Term Loan Agreement (each as defined in the Note Purchase Agreement after giving effect to this Agreement), each amending such agreements in substance consistent with the amendments to the Note Purchase Agreement as contemplated by this Agreement; and

(g) the Company shall have delivered copies of an amendment to each of the Other Note Agreements (as defined in the Note Purchase Agreement after giving effect to this Agreement) between the Company and the purchasers named therein, each amending such agreements in substance consistent with the amendments to the Note Purchase Agreement as contemplated by this Agreement.

Upon receipt and satisfaction of all of the foregoing, such amendments shall become effective.

Section 4.1. Upon a request from any Noteholder, the Company will replace each Note currently held by such Noteholder with a revised Note in the form of Exhibit 1(a) or 1(b), as applicable, as amended by that certain First Amendment referenced in the recitals of this Agreement.  The form of Note under the Note Purchase Agreement includes a reference to the “Increased Interest Rate” and the Company acknowledges that such reference shall be deemed to reference the Increased Interest Rate as defined in the Note Purchase Agreement after giving effect to this Agreement.

Section 4.2. This Agreement shall be construed in connection with and as part of the Note Purchase Agreement, and except as modified and expressly amended by this Agreement, all terms, conditions and covenants contained in the Note Purchase Agreement are hereby ratified and confirmed and shall be and remain in full force and effect.

Section 4.3 . Any and all notices, requests, certificates and other instruments, including the Notes, may refer to the “Note Purchase Agreement” or the “Note Purchase Agreement dated as of October 22, 2012” without making specific reference to this Agreement, but nevertheless all such references shall be deemed to include this Agreement unless the context shall otherwise require.

Section 4.4. The descriptive headings of the various Sections or parts of this Agreement are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

Section 4.5. This Agreement shall be governed by and construed in accordance with New York law excluding choice ‑of‑law principles of the law of New York that would require the application of the laws of jurisdiction other than New York.

Section 4.6. This Agreement may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.  This Agreement, together with the Note Purchase Agreement (as amended hereby) and the Notes, 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 Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.

In Witness Whereof , the parties hereto have executed this Agreement as of the Effective Date .

Accepted and Agreed to:

Accepted and Agreed to:

Accepted and Agreed to: