Sections 10. 1(a)(i), (a)(ii) and (a)(iii) of the Note Purchase Agreement shall be and are hereby amended in their entirety 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 (A) 4.00 to 1.00 in the case of any fiscal quarter ending on or before December 31, 2019 or (B) 3.75 to 1.00 in the case of any fiscal quarter ending thereafter; and
(ii) If at the end of any fiscal quarter of the Company the Consolidated Leverage Ratio exceeded 3.75 to 1.00 (an “Adjusted Leverage Increase”), the per Stericycle, Inc. Fourth Amendment 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 “Adjusted Leverage Elevated Interest Rate”) from the date of such Adjusted 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 after the Company’s determination of such Adjusted Leverage Increase, notify the holders of the Notes in writing of such Adjusted Leverage Increase and the date of such commencement. Payment of the Adjusted Leverage Elevated Interest Rate shall not constitute a waiver of any Default or Event of Default hereunder; and
(iii) If at the end of any fiscal quarter of the Company ending before or on March 31, 2020, the Unadjusted Consolidated Leverage Ratio exceeded 3.75 to 1.00, 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 as set forth below (the “Unadjusted Leverage Elevated Interest Rate”) from the date that such Unadjusted Consolidated Leverage Ratio was in excess of 3.75 to 1.00 to but not including the date that the Unadjusted Consolidated Leverage Ratio is 3.75 to 1.00 or less. The Company shall promptly, and in any event within 10 Business Days after the Company’s determination of such increase, notify the holders of the Notes in writing and specify the date of such commencement. Payment of the Unadjusted Leverage Elevated Interest Rate shall not constitute a waiver of any Default or Event of Default hereunder. The Unadjusted Leverage Elevated Interest Rate is determined as follows:
(A) if the Company has rating of BBB+ or better by S&P or the equivalent rating by any other Rat...
Sections 10. 2.1(a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could: (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual.
Sections 10. 1 and 10.5 shall not apply to conduct by RMF and RMF's affiliates of the RMF Business and RMF Promotions and Programming, as hereinafter defined, provided, however, that Sections 10.1 and 10.5 do apply to RMF Cable Programming. The definitions referred to in Section 10.2(ii) and in this Section 10.7 are as follows:
(i) The term "RMF Business" means conducting the businesses of researching, building, constructing, developing, owning, manufacturing, distributing, operating or promoting (i) physical fitness health centers and other recreational, athletic and sports facilities of all types; (ii) family entertainment and fun centers, nightclubs and other entertainment centers, including without limitation, arcades, video games, bowling and recreational activities of all types; and (iii) various hard goods, dry goods and food products of all kinds, including without limitation, health food, clothing products and fitness, bowling and other sport and recreational equipment.
Sections 10. 1.14 and 5.10; (g) Obligors shall take such actions as may be required or reasonably requested to ensure that Agent, for the ratable benefit of the Lenders and other Secured Parties, has a perfected security interest, to the extent contemplated in the Guarantee and Collateral Agreement and with the priority contemplated in the Intercreditor Agreement, in any assets acquired in such Acquisition and required to become Collateral pursuant to Section 10.1.14 or any other Loan Document; and (f) Borrowers use commercially reasonable efforts to deliver to Agent, at least 10 Business Days prior to the Acquisition (but in any event shall deliver to Agent within 1 Business Day prior to the Acquisition), copies of all material agreements relating thereto and a certificate, in form and substance satisfactory to Agent, stating that the Acquisition is a “Permitted Acquisition” and demonstrating compliance with the foregoing requirements.
Sections 10. 2 and 10.3 of the Security Agreement are incorporated by reference herein, mutatis mutandis, as if set forth at length in this Amendment. [Remainder of this page intentionally left blank.]
Sections 10. 2.1 and 10.2.2 above shall not apply to:
Sections 10. 5 of the Original Note Purchase Agreement shall be and is hereby amended by deleting clause (k) thereof and inserting in lieu thereof:
Sections 10. The Employer hereby agrees to honor payroll deduction authorization for political purposes from its employees and included as part of their normal monthly Union dues that are deducted and submitted to the Union. This authorization to increase their Union dues to include the financial authorization for political purposes shall continue until the Employee, through the Union, ceases to authorize said deduction.
Sections 10. 1(f) of the Existing Agreement are hereby amended and restated in their entirety to read as follows:
(f) The three-month rolling average Dilution Ratio at any Cut-Off Date occurring on or prior to October 31, 2000 exceeds 2.00%, or at any Cut-Off Date thereafter, 1.75%; or 2.
Sections 10. 4(a) and (b) of each of the Existing Note Purchase Agreements shall be and are hereby amended as follows:
(a) Total Senior Debt minus the amount of the Collateral subject to the Security Agreement is less than (i) in the case of any determination prior to or on September 29, 2000, the lesser of (A) $200,000,000 and (B) 70% of Total Capitalization, (ii) in the case of any determination after September 29, 2000 to and including June 29, 2001, 58% of Total Capitalization and (iii) in the case of any determination on or after June 30, 2001, 56% of Total Capitalization,
(b) the sum of Total Senior Debt plus Total Subordinated Debt minus the amount of the Collateral subject to the Security Agreement is less than (i) in the case of any determination prior to or on September 29, 2000, the lesser of (A) $200,000,000 and (B) 70% of Total Capitalization and (ii) in the case of any determination after September 29, 2000, 65% of Total Capitalization,"
