Common use of Increased Interest Rate Clause in Contracts

Increased Interest Rate. (a) If at any time during the Initial Period the Consolidated Leverage Ratio exceeds 3.75 to 1.00 but is at or below 4.00 to 1.00 (a “Primary Event 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 25 basis points (.25%) (the “Primary Increased Interest Rate”) from the date of such Primary Event 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 a Primary Event Leverage Increase notify the holders of the Notes in writing that a Primary Event Leverage Increase has commenced and the date of such commencement. (b) If at any time during the Initial Period the Consolidated Leverage Ratio exceeds 4.00 to 1.00 but is at or below 4.35 to 1.00 (a “Secondary Event 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 (and after giving effect to clause (a) above) shall be increased by an additional 25 basis points (.25%) (the “Secondary Increased Interest Rate”) from the date of such Secondary Event Leverage Increase to but not including the date that the Consolidated Leverage Ratio is 4.00 to 1.00 or less. The Company shall promptly, and in any event within 10 Business Days, following a Secondary Event Leverage Increase notify the holders of the Notes in writing that a Secondary Event Leverage Increase has commenced and the date of such commencement. (c) If a Primary Event Leverage Increase or Secondary Event Leverage Increase shall have occurred, the Company shall notify the holders of the Notes in writing if on any date thereafter the Consolidated Leverage Ratio has been less than 4.00 to 1.00 or less than 3.75 to 1.00 and such notice shall be accompanied by a certificate of a Senior Financial Officer setting forth the information used in making such determination.” Section 1.4. Section 9 of the Note Purchase Agreement is hereby amended by inserting the following additional Section 9.10:

Increased Interest Rate. (a) If at any time during the Initial Period the Consolidated Leverage Ratio exceeds 3.75 to 1.00 but is at or below 4.00 to 1.00 (a “Primary Event 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 25 basis points (.25%) (the “Primary Increased Interest Rate”) from the date of such Primary Event Leverage Increase to but not including the Stericycle, Inc. Second Amendment 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 a Primary Event Leverage Increase notify the holders of the Notes in writing that a Primary Event Leverage Increase has commenced and the date of such commencement. (b) If at any time during the Initial Period the Consolidated Leverage Ratio exceeds 4.00 to 1.00 but is at or below 4.35 to 1.00 (a “Secondary Event 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 (and after giving effect to clause (a) above) shall be increased by an additional 25 basis points (.25%) (the “Secondary Increased Interest Rate”) from the date of such Secondary Event Leverage Increase to but not including the date that the Consolidated Leverage Ratio is 4.00 to 1.00 or less. The Company shall promptly, and in any event within 10 Business Days, following a Secondary Event Leverage Increase notify the holders of the Notes in writing that a Secondary Event Leverage Increase has commenced and the date of such commencement. (c) If a Primary Event Leverage Increase or Secondary Event Leverage Increase shall have occurred, the Company shall notify the holders of the Notes in writing if on any date thereafter the Consolidated Leverage Ratio has been less than 4.00 to 1.00 or less than 3.75 to 1.00 and such notice shall be accompanied by a certificate of a Senior Financial Officer setting forth the information used in making such determination.” Section 1.41.5. Section 9 of the Note Purchase Agreement is hereby amended by inserting the following additional Section 9.10:

Increased Interest Rate. (a) If at any time during the Initial Period the Consolidated Leverage Ratio exceeds 3.75 to 1.00 but is at or below 4.00 to 1.00 (a “Primary Event 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 25 basis points (.25%) (the “Primary Increased Interest Rate”) from the date of such Primary Event 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 a Primary Event Leverage Increase notify the holders of Stericycle, Inc. First Amendment the Notes in writing that a Primary Event Leverage Increase has commenced and the date of such commencement. (b) If at any time during the Initial Period the Consolidated Leverage Ratio exceeds 4.00 to 1.00 but is at or below 4.35 to 1.00 (a “Secondary Event 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 (and after giving effect to clause (a) above) shall be increased by an additional 25 basis points (.25%) (the “Secondary Increased Interest Rate”) from the date of such Secondary Event Leverage Increase to but not including the date that the Consolidated Leverage Ratio is 4.00 to 1.00 or less. The Company shall promptly, and in any event within 10 Business Days, following a Secondary Event Leverage Increase notify the holders of the Notes in writing that a Secondary Event Leverage Increase has commenced and the date of such commencement. (c) If a Primary Event Leverage Increase or Secondary Event Leverage Increase shall have occurred, the Company shall notify the holders of the Notes in writing if on any date thereafter the Consolidated Leverage Ratio has been less than 4.00 to 1.00 or less than 3.75 to 1.00 and such notice shall be accompanied by a certificate of a Senior Financial Officer setting forth the information used in making such determination.” Section 1.4. Section 9 of the Note Purchase Agreement is hereby amended by inserting the following additional Section 9.10:

Increased Interest Rate. (a) If at any time during the Initial Period six months to one year period following the Consolidated Leverage Ratio exceeds 3.75 Issue Date, (i) the Company fails to 1.00 but timely file any document or report that it is at required to file with the Commission pursuant to Section 13 or below 4.00 to 1.00 15(d) of the Exchange Act (a “Primary Event Leverage Increase”other than any Current Report on Form 8-K), or (ii) the per annum interest rate Debentures are not otherwise freely tradable by Holders (including any Default Rate, if applicable) otherwise applicable to each series other than Holders who are Affiliates of the Notes Company or any Person that has been an Affiliate of the Company at any time during the three months preceding the applicable date) as specified a result of restrictions pursuant to the U.S. securities laws or the terms of this Indenture or the Debentures, the Company will make on the next succeeding Interest Payment Date (or, in the first paragraph thereof shall be increased by 25 basis points (.25%) (case of a converting Holder, upon the “Primary Increased Interest Rate”) from the date conversion of such Primary Event 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 Holder’s Debentures) a one-time payment in any event within 10 Business Days, following a Primary Event Leverage Increase notify the holders respect of the Notes Debentures in writing that a Primary Event Leverage Increase has commenced and the date amount of such commencement0.50% of their principal amount. (b) If Unless: (i) the Restricted Securities Legend on the Debentures has been removed, and (ii) the Debentures are freely tradable pursuant to Rule 144 under the Securities Act without volume restrictions by Holders other than Affiliates of the Company or any Person that has been an Affiliate of the Company at any time during the Initial Period three months preceding the Consolidated Leverage Ratio exceeds 4.00 applicable date (as a result of restrictions pursuant to 1.00 but is at U.S. securities law or below 4.35 to 1.00 (a “Secondary Event Leverage Increase”the terms of this Indenture or the Debentures), as of the per annum 365th day after the Issue Date, the interest rate (including any Default Rate, if applicable) otherwise applicable to each series of on the Notes as specified in the first paragraph thereof (and after giving effect to clause (a) above) shall Debentures will be increased by an additional 25 basis points 0.50% per annum. So long as a condition described in either clause (.25%1) or (2) of Section 4.09(b) continues to fail to be satisfied, the “Secondary Increased Company shall pay such Additional Interest Rate”) from in cash on each Interest Payment Date to the Person who is the Holder of record of the Debentures on the immediately preceding Record Date. When such condition is satisfied, accrued and unpaid Additional Interest through the date of such Secondary Event Leverage Increase satisfaction will be paid in cash on the subsequent Interest Payment Date to but not including the date that record Holder on the Consolidated Leverage Ratio is 4.00 Record Date. In no event shall Additional Interest accrue under the terms of this Indenture (taking any Additional Interest under the provision described in this Section 4.09 together with any interest under Section 6.02(b)) at an annual rate in excess of 0.50%, in the aggregate, for any violation or default caused by the Company’s failure to 1.00 or less. The Company shall promptly, and be current in any event within 10 Business Days, following a Secondary Event Leverage Increase notify the holders respect of the Notes in writing that a Secondary Event Leverage Increase has commenced and the date of such commencementits Exchange Act reporting obligations. (c) If a Primary Event Leverage Increase or Secondary Event Leverage Increase shall have occurredDuring the period of one year after the Issue Date, the Company shall notify will not, and will not permit any of its “affiliates” (as defined in Rule 144 under the holders Securities Act) to, resell any Debentures that have been reacquired by the Company or acquired by any of the Notes in writing if on any date thereafter the Consolidated Leverage Ratio has been less than 4.00 to 1.00 or less than 3.75 to 1.00 and such notice shall be accompanied by a certificate of a Senior Financial Officer setting forth the information used in making such determinationthem.” Section 1.4. Section 9 of the Note Purchase Agreement is hereby amended by inserting the following additional Section 9.10: