Exhibit 4.1
Amended and Restated
Registration Rights Agreement
This Agreement is entered into as of July 26, 2002 by Stericycle, Inc., a
Delaware corporation (the "Company"), and the Persons whose names are set forth
on the attached Schedule I (collectively, the "Investors").
A. The Company and the Investors are the parties currently bound by that
certain Registration Rights Agreement, dated as of November 12, 1999 (the "1999
Registration Rights Agreement"), which was entered into at the closing of that
certain Amended and Restated Series A Convertible Preferred Stock Purchase
Agreement, dated September 26, 1999 (the "Purchase Agreement"), pursuant to the
terms and conditions of which the Company issued and sold to the purchasers, and
the purchasers purchased from the Company, 75,000 shares of the Company's Series
A Convertible Preferred Stock (the "Preferred Shares").
B. The Company and the Investors desire to amend and restate the 1999
Registration Rights Agreement as set out in this Agreement.
C. This Agreement is entered into pursuant to the Amendment and Waiver
Agreement, dated as of the same date as this Agreement (the "Waiver Agreement"),
entered into by the Company and the Investors. The execution and delivery of
this Agreement by the Company and the Investors is a condition of the Waiver
Agreement becoming effective.
The Company and the Investors agree that the 1999 Registration Rights
Agreement is amended and restated as follows, effective as of June 1, 2002:
Capitalized terms which are used in this Agreement without being defined
have the same meanings that they are given in the Purchase Agreement. Certain
capitalized terms used in this Agreement are defined in the attached Schedule A.
1. Demand Registrations.
1A. General.
Holders of a majority of a Group's Registrable Securities then outstanding
may request, at any time after August 29, 2002, registration under the
Securities Act of all or any portion of their Registrable Securities (a "Demand
Registration"). Each Group shall be limited to two Demand Registrations, (i)
each of which may be a shelf registration (a "Shelf Registration") pursuant to
Rule 415 under the Securities Act (or any successor rule) or (ii) one of which
may be a Shelf Registration and the other of which may be a firm commitment
underwritten public offering (an "Underwritten Registration"). Each request for
a Demand Registration shall specify whether the request is for a Shelf
Registration or an Underwritten Registration. In regard to
Demand Registrations:
(1) Each request for an Underwritten Registration shall specify the
approximate number of Registrable Securities requested to be registered.
Within 10 days after receipt of any request for an Underwritten
Registration, the Company shall give written notice of the requested
registration to (i) all other holders of Registrable Securities who are
members of the same Group (the "Requesting Group") and (ii) all holders who
are members of the other Group (the "Other Group"), and shall include in
the registration all Registrable Securities with respect to which the
Company has received written requests for inclusion within 15 days after
receipt of the Company's notice. The inclusion in the registration of
Registrable Securities held by members of the Other Group shall not be
counted as one of the Other Group's two permitted Demand Registrations.
(2) A Demand Registration shall not be counted as one of the
Requesting Group's two permitted Demand Registrations unless (i) it has
become effective and (ii) in the case of an Underwritten Registration, the
Persons making the request are able to register and sell at least 75% of
the Registrable Securities included in the registration.
(3) The Company shall pay all Registration Expenses in connection with
any Demand Registration whether or not it is counted as one of the
Requesting Group's two permitted Demand Registrations.
(4) Demand Registrations shall be on Form S-2 or Form S-3 or any
similar short-form registration statement, if available.
(5) In the case of any Underwritten Registration, the Company shall
have the right to select the managing underwriter in connection with the
offering, subject to the approval of a majority of the holders of the
Registrable Securities requesting registration, and holders of a majority
of the Registrable Securities requesting registration shall have the right
to select a co-managing underwriter, subject to the Company's approval.
1B. Limit on Registrable Securities.
In the case of any Underwritten Registration, if the managing underwriters
advise the Company in writing that in their opinion the number of Registrable
Securities requested to be included in the offering exceeds the number of
Registrable Securities that can be sold without adversely affecting the
marketability of the offering, the Company shall include in the registration the
number of Registrable Securities requested to be included which in the opinion
of the underwriters can be sold without adversely affecting the marketability of
the offering (the "Approved Limit"). Any reduction to the Approved Limit in the
number of Registrable Securities included in the registration shall be made pro
rata among the requesting holders on the basis of the number of Registrable
Securities owned by each holder.
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1C. Restrictions.
The Company shall not be obligated to effect any request for an
Underwritten Registration within 180 days after the effective date of a previous
Underwritten Registration or a previous registration in which holders of
Registrable Securities were given piggyback rights pursuant to Section 2. Except
in the case of the first request for a Demand Registration (if the request is
made after August 29, 2002 and if the request is for an Underwritten
Registration), the Company may postpone for up to 180 days the filing or the
effectiveness of a registration statement for an Underwritten Registration if
the Company's board of directors in good faith reasonably determines that the
Underwritten Registration would reasonably be expected to have a material
adverse effect on any proposal or plan by the Company to engage in any
acquisition of assets (other than in the ordinary course of business) or any
merger, consolidation, tender offer, reorganization or similar transaction. In
this event, the holders of Registrable Securities initially requesting the
Underwritten Registration shall be entitled to withdraw their request. If their
request is withdrawn, the Underwritten Registration shall not count as one of
the Requesting Group's two permitted Demand Registrations, and the Company shall
pay all Registration Expenses in connection with the registration. In respect of
each Group, the Company may delay an Underwritten Registration pursuant to this
Section 1C only once in any 12-month period.
1D. Shelf Registration.
In the event of a request for a Shelf Registration, the Company shall
promptly prepare and file a shelf registration statement (as amended and
supplemented from time to time, the "Shelf Registration Statement") in
accordance with Rule 415 under the Securities Act (or any similar rule that may
be adopted by the Securities and Exchange Commission), and cause it to be
declared effective as soon as reasonably practicable (and in any event within 90
days) after such request and will keep such Shelf Registration Statement
continuously effective and in compliance with the Security Act and usable for
resale or other disposition of the covered Registrable Securities, subject to
clauses (1) and (2) below, for the period (the "Effective Period") commencing on
the date on which the Securities and Exchange Commission declares such Shelf
Registration Statement effective and ending on the earlier of (x) the first
anniversary date of the date such Shelf Registration Statement is declared
effective (or, in event the Company has exercised its right under clause (1)
below to refuse use of the Shelf Registration for a Delay Period, the
eighteen-month anniversary date of the date such Shelf Registration Statement is
declared effective) and (y) the first date on which there are no longer any
Registrable Securities. The Effective Period shall be automatically extended by
the number of days that the second Delay Period, if any, is in effect during the
final thirty days of the Effective Period prior to any such extension. In regard
to the Shelf Registration Statement:
(1) Except in the case of the first request for a Demand Registration
(if the request is made after August 29, 2002 and if the request is for a
Shelf Registration), the Company shall have the right to refuse use of an
effective Shelf Registration Statement (a "Delay Period") for a length of
time not to exceed 45 days if the Company's board of directors reasonably
determines, with respect to the advisability (as determined in good faith)
of deferring public disclosure of material corporate developments, that use
of the shelf
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Registration Statement and the disclosure required to be made therein would
not be in the best interests of the Company at such time; provided,
however, that there shall not be more than two Delay Periods during the
Effective Period. The Company shall use reasonable efforts to minimize the
length of any Delay Period and shall provide prompt written notice to the
holders of Registrable Securities of the beginning and end of each Delay
period.
(2) The Company shall promptly notify the holders of Registrable
Securities, at any time when a prospectus relating to the sale of the
Registrable Securities is required by law to be delivered in connection
with sales by an underwriter or dealer, of the occurrence of any event
requiring the preparation of a supplement or amendment to such prospectus
so that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus will not contain an untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading and shall (subject
to any Delay Period) promptly make available to holders of Registrable
Securities and to the underwriters any such supplement or amendment.
Holders of Registrable Securities agree that, upon receipt of any notice
from the Company of the occurrence of any event of the kind described in
the preceding sentence, holders of Registrable Securities will forthwith
discontinue the offer and sale of Registrable Securities pursuant to the
Shelf Registration Statement until receipt by holders of Registrable
Securities and the underwriters of the copies of such supplemented or
amended prospectus.
2. Piggyback Registrations.
2A. Right To Piggyback.
Whenever the Company proposes to register any of its securities under the
Securities Act (whether or not pursuant to a Demand Registration) and the
registration form to be used may be used for the registration of Registrable
Securities (a "Piggyback Registration"), the Company shall give prompt written
notice to all holders of Registrable Securities of its intention to effect such
a registration and shall include in the registration all Registrable Securities
with respect to which the Company has received written requests for inclusion
within 20 days after receipt of the Company's notice. Holders of Registrable
Securities shall be entitled to unlimited Piggyback Registrations for their
Registrable Securities.
2B. Piggyback Expenses.
The Registration Expenses of the holders of Registrable Securities shall be
paid by the Company in all Piggyback Registrations.
2C. Priority on Primary Registrations.
If a Piggyback Registration is an underwritten primary registration on
behalf of the
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Company, and the managing underwriters advise the Company in writing that in
their opinion the number of securities requested to be included in the
registration exceeds the number that can be sold without adversely affecting the
marketability of the offering, the Company shall include in the registration (i)
first, the securities that the Company proposes to sell, (ii) second, the
Registrable Securities requested to be included in the registration, pro rata
among the holders of the Registrable Securities on the basis of the number of
Registrable Securities owned by each holder, and (iii) third, any other
securities requested to be included in the registration.
2D. Priority on Secondary Registrations.
If a Piggyback Registration is an underwritten secondary registration on
behalf of holders of the Company's securities, and the managing underwriters
advise the Company in writing that in their opinion the number of securities
requested to be included in the registration exceeds the number that can be sold
without adversely affecting the marketability of the offering, the Company shall
include in the registration (i) first, the Registrable Securities requested to
be included in the registration, pro rata among the holders of the Registrable
Securities on the basis of the number of Registrable Securities owned by each
holder, and (ii) second, the other securities requested to be included in the
registration.
2E. Other Registrations.
If the Company has previously filed a registration statement with respect
to Registrable Securities pursuant to Section 1 or pursuant to this Section 2,
and if the previous registration has not been withdrawn or abandoned, the
Company shall not file or cause to be effected any other registration of any of
its equity securities or securities convertible or exchangeable into or
exercisable for its equity securities under the Securities Act (except on Form
S-8 or any successor form), whether on its own behalf or at the request of any
holder or holders of its securities, until a period of at least 180 days has
elapsed from the effective date of the previous registration.
3. Holdback Agreements.
3A. Holders of Registrable Securities.
Each holder of Registrable Securities shall not effect any public sale or
distribution (including sales pursuant to Rule 144) of equity securities of the
Company, or any securities convertible into or exchangeable or exercisable for
equity securities of the Company, during the 30 days prior to and the 120-day
period (or such lesser period as the managing underwriters may agree to)
beginning on the effective date of any Underwritten Registration in which
Registrable Shares of the holder's Group are included or any underwritten
Piggyback Registration in which Registrable Securities of the holder's Group are
included (except as part of such Underwritten Registration or underwritten
Piggyback Registration), unless the underwriters managing the offering otherwise
agree.
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3B. Company.
The Company (i) shall not effect any public sale or distribution of its
equity securities, or any securities convertible into or exchangeable or
exercisable for such securities, during such period prior to and following the
effective date of any Underwritten Registration or any underwritten Piggyback
Registration as the Company and the underwriters managing the offering may
agree.
4. Registration Procedures.
Whenever holders of Registrable Securities have requested that any
Registrable Securities be registered pursuant to this Agreement, the Company
shall use its reasonable best efforts to effect the registration and the sale of
the Registrable Securities in accordance with the intended method of
disposition, In this regard, the Company shall:
(1) prepare and file with the Securities and Exchange Commission a
registration statement with respect to such Registrable Securities and use
its reasonable best efforts to cause the registration statement to become
effective;
(2) notify each holder of Registrable Securities of the effectiveness
of each registration statement filed under this Agreement and prepare and
file with the Securities and Exchange Commission any amendments and
supplements to the registration statement and the prospectus that may be
necessary to keep the registration statement effective for a period of not
less than 180 days (in the case of an Underwritten Registration or an
underwritten Piggyback Registration) or for the Effective Period, subject
to clauses (1) and (2) of Section 1.D (in the case of a Shelf
Registration), and comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by the registration
statement during the applicable period in accordance with the intended
methods of disposition by the sellers described in the registration
statement;
(3) furnish to each seller of Registrable Securities the number of
copies of the registration statement, each amendment and supplement, the
prospectus included in the registration statement ( including each
preliminary prospectus) and any other documents that each seller may
reasonably request in order to facilitate the disposition of the seller's
Registrable Securities;
(4) use its best efforts to register or qualify the Registrable
Securities under such other securities or blue sky laws of such
jurisdictions as any seller reasonably requests and do any and all other
acts and things which may be reasonably necessary or advisable to enable
the seller to consummate the disposition in those jurisdictions of the
Registrable Securities owned by the seller (but the Company shall not be
required to (i) qualify generally to do business in any jurisdiction where
it would not otherwise be required to qualify but for this subparagraph,
(ii) subject itself to taxation in any such jurisdiction or (iii) consent
to general service of process in any such jurisdiction);
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(5) notify each seller of Registrable Securities, at any time
when a prospectus relating to those securities is required to be
delivered under the Securities Act, of the happening of any event as a
result of which the prospectus included in the registration statement
contains an untrue statement of a material fact or omits any fact
necessary to make the statements in the prospectus not misleading; and,
at the request of any seller, the Company shall prepare a supplement or
amendment to the prospectus so that, when delivered to purchasers of
the Registrable Securities, the prospectus, as supplemented or amended,
does not contain an untrue statement of a material fact or omit to
state any fact necessary to make the statements in the prospectus not
misleading;
(6) cause all Registrable Securities to be quoted on the Nasdaq
National Market System;
(7) provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of the
registration statement;
(8) in the case of an Underwritten Registration, enter into
such customary agreements (including underwriting agreements in
customary form) and take all other actions that holders of a majority
of the Registrable Securities being sold or the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition
of the Registrable Securities;
(9) make available for inspection by any seller of Registrable
Securities, any underwriter participating in any disposition pursuant
to the registration statement and any attorney, accountant or other
agent retained by any seller or underwriter, all financial and other
records, pertinent corporate documents and properties of the Company,
and cause the Company's officers, employees and independent accountants
to supply all information reasonably requested by any such seller,
underwriter, attorney, accountant or agent in connection with the
registration statement;
(10) otherwise use its best efforts to comply with all
applicable rules and regulations of the Securities and Exchange
Commission, and make available to its security holders, as soon as
reasonably practicable, an earnings statement covering the period of at
least twelve months beginning with the first day of the Company's first
full calendar quarter after the effective date of the registration
statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158; and
(11) in the event of the issuance of any stop order suspending
the effectiveness of a registration statement, or of any order
suspending or preventing the use of any related prospectus or
suspending the qualification of any Common Stock included in the
registration statement for sale in any jurisdiction, use its best
efforts promptly to obtain the withdrawal of such order.
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5. Registration Expenses.
5A. Payment by Company.
All Registration Expenses shall be borne as provided in this Agreement,
except that the Company shall, in any event, pay its internal expenses
(including all salaries and expenses of its officers and employees performing
legal or accounting duties), the expense of any annual audit or quarterly review
and the expenses and fees for listing the securities to be registered on the
Nasdaq National Market System.
5B. Fees of Counsel.
In connection with each Demand Registration and each Piggyback
Registration, the Company shall reimburse the holders of Registrable Securities
included in the registration for the reasonable fees and disbursements of one
counsel chosen by the holders of a majority of the Registrable Securities
included in the registration and, in the case of an Underwritten Registration or
an underwritten Piggyback Registration, for the reasonable fees of one special
counsel retained by the holders of Registrable Securities to render any required
legal opinions in connection with an underwritten registration which the first
counsel is unable or unwilling to render.
5C. Payment by Holders.
To the extent that Registration Expenses are not required to be paid by
the Company, each holder of securities included in any registration under this
Agreement shall pay those Registration Expenses allocable to the registration of
the holder's securities so included, and any Registration Expenses not so
allocable shall be borne by all sellers of securities included in the
registration in proportion to the aggregate selling price of the securities to
be so registered.
6. Indemnification.
6A. Indemnification by Company.
The Company agrees to indemnify, to the extent permitted by law, each
holder of Registrable Securities, its officers and directors and each Person who
controls such holder (within the meaning of the Securities Act) against all
losses, claims, damages, liabilities and expenses caused by any Violation,
except insofar as the Violation is caused by or contained in any information
furnished in writing to the Company by the holder expressly for use in a
registration statement, prospectus, amendment, supplement or related document or
is caused by the holder's failure to deliver a copy of the registration
statement or prospectus or any amendment or supplements after the Company has
furnished the holder with a sufficient number of copies. In connection with an
underwritten offering, the Company shall indemnify such underwriters, their
officers and directors and each Person who controls such underwriters (within
the meaning of the Securities Act) to the same extent provided in this Section
6(a) with respect to the indemnification of holders of Registrable Securities.
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6B. Indemnification by Holder.
In connection with any registration statement in which a holder of
Registrable Securities is participating, the holder shall furnish to the Company
in writing such information and affidavits as the Company reasonably requests
for use in connection with the registration statement or prospectus and, to the
extent permitted by law, shall indemnify the Company, its directors and officers
and each Person who controls the Company (within the meaning of the Securities
Act) against any losses, claims, damages, liabilities and expenses resulting
from any Violation to the extent that the Violation is caused by or contained in
any information furnished in writing to the Company by the holder expressly for
use in a registration statement, prospectus, amendment, supplement or related
document. This obligation to indemnify shall be individual, not joint and
several, for each holder and shall be limited to the net amount of proceeds
received by the holder from the sale of Registrable Securities pursuant to the
registration statement.
6C. Procedures.
Any Person entitled to indemnification under this Section 6 shall give
prompt written notice to the indemnifying party of any claim with respect to
which the Person seeks indemnification (provided that the failure to give prompt
notice shall not impair any Person's right to indemnification to the extent that
the failure has not prejudiced the indemnifying party). Unless in the
indemnified party's reasonable judgment a conflict of interest between the
indemnified and indemnifying parties may exist with respect to the claim for
indemnification, the indemnified party shall permit the indemnifying party to
assume the defense of the claim with counsel reasonably satisfactory to the
indemnified party. If the defense of the claim is assumed by the indemnifying
party, the indemnifying party shall not be subject to any liability for any
settlement made by the indemnified party without its consent (but the
indemnifying party shall not unreasonably withhold its consent). An indemnifying
party who is not entitled to, or who elects not to, assume the defense of a
claim for indemnification shall not be obligated to pay the fees and expenses of
more than one counsel for all parties indemnified by the indemnifying party with
respect to the claim, unless in the reasonable judgment of any indemnified party
a conflict of interest may exist between the indemnified party and any of the
other indemnified parties with respect to the claim.
6D. Survival.
The indemnification under this Section 6 shall remain in full force and
effect regardless of any investigation made by or on behalf of the indemnified
party or any officer, director or controlling Person of the indemnified party
and shall survive the transfer of securities. The Company also agrees to make
such provisions as are reasonably requested by any indemnified party for
contribution to the indemnified party in the event that the Company's
indemnification is unavailable for any reason.
7. Participation in Underwritten Registration.
No Person may participate in any underwritten registration pursuant to
this Agreement
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unless the Person (i) agrees to sell securities on the basis provided in the
underwriting arrangements and (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of the underwriting arrangements. In any event,
however, no holder of Registrable Securities included in any underwritten
registration shall be required to make any representations or warranties to the
Company or the underwriters (other than representations and warranties regarding
the holder and the holder's intended method of distribution) or to undertake any
indemnification obligations to the Company or the underwriters except as
otherwise provided in Section 6.
8. Miscellaneous.
8A. No Inconsistent Agreements.
The Company shall not enter into any agreement with respect to its
securities which is inconsistent with or violates the rights granted to the
holders of Registrable Securities in this Agreement. Without limiting the
generality of the foregoing, until the initial holders of Registrable Securities
cease to hold at least 25% of the number of Registrable Securities initially
acquired by such holders, the Company shall not grant to any Person the right to
request the Company to register any equity securities of the Company, or any
securities convertible or exchangeable into or exercisable for such securities,
without the prior written consent of the holders of a majority of the
Registrable Securities. The Company may grant rights to other Persons to
participate in Piggyback Registrations, however, so long as such rights are
subordinate to the rights of the holders of Registrable Securities with respect
to such Piggyback Registrations as set forth in Sections 2C and 2D of this
Agreement. The Company represents and warrants that, except for the Registration
Agreement dated October 19, 1994 between the Company and certain of its
stockholders, as amended, the Company is not a party to or otherwise subject to
any other agreement granting registration rights to any other Person with
respect to securities of the Company.
8B. Notices.
All Notices under this Agreement shall be in writing and sent by
certified or registered mail, overnight messenger service, telecopier or
personal delivery, as follows:
(a) if to Stericycle, to:
Stericycle, Inc.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇
President and Chief
Executive Officer
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
with a required copy to:
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▇▇▇▇▇▇▇ and Colmar
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
(b) if to an Investor who is a member of the ▇▇▇▇ Group, in care
of:
▇▇▇▇ Capital Investors, LLC
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Mr. ▇▇▇▇▇▇ ▇▇▇
▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
▇▇. ▇▇▇ ▇▇▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
(c) if to an Investor who is a member of the MDP Group, in care
of:
Madison Dearborn Partners, LLC
Three First ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
with a required copy, in the case of a Notice to any Investor,
to:
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, P.C.
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
All Notices sent by certified or registered mail shall be considered to
have been given three business days after being deposited in the mail. All
Notices sent by overnight courier service, telecopier or personal delivery shall
be considered to have been given when actually received by the intended
recipient. A Party may change its address for purposes of this Agreement by
Notice in accordance with this Section 8B.
8C. Waiver.
The rights and remedies of the Company and holders of Registrable
Securities are cumulative and not alternative. Neither the failure nor any delay
by the Company or any holder
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of Registrable Securities in exercising any right, power or privilege under this
Agreement shall operate as a waiver of that right, power or privilege, and no
single or partial exercise of any right, power or privilege shall preclude any
other or further exercise of that right, power or privilege or the exercise of
any other right, power or privilege. All waivers shall be in writing signed by
the party to be charged with the waiver, and no waiver that may be given by a
party shall be applicable except in the specific instance for which it is given.
8D. Amendment.
This Agreement may not be amended except by a written agreement signed
by the Company and holders of a majority of the Registrable Securities.
8E. Severability.
If any provision of this Agreement is held invalid or unenforceable by
a court of competent jurisdiction, the other provisions of this Agreement shall
remain in full force and effect. Any provision of this Agreement which is held
invalid or unenforceable only in part shall remain in full force and effect to
the extent not held invalid or unenforceable.
8F. Captions.
The captions of sections of this Agreement are for convenience only and
shall not affect this the construction or interpretation of this Agreement.
8G. Construction.
All references in this Agreement to "Section" or "Sections" refer to
the corresponding section or sections of this Agreement. All words used in this
Agreement shall be construed to be of the appropriate gender or number as the
context requires. Unless otherwise expressly provided, the word "including" does
not limit the preceding words or terms.
8H. Counterparts.
This Agreement may be executed in one or more counterparts, each of
which shall be considered an original copy of this Agreement and all of which,
when taken together, shall be considered to constitute one and the same
agreement.
8I. Governing Law.
This Agreement shall be governed by the Laws of the State of Illinois
without regard to conflicts of laws principles.
8J. Binding Effect.
This Agreement shall apply to, be binding in all respects upon and
inure to the benefit of
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Parties and their respective successors and permitted assigns.
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In witness, the Parties have executed this Agreement.
Company:
Stericycle, Inc.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
President and Chief Executive Officer
MDP Entities:
Madison Dearborn Capital Partners III, L.P.
By: Madison Dearborn Partners III, L.P.
Its: General partner
By: Madison Dearborn Partners, LLC
Its: General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------------
A Managing Director
Madison Dearborn Special Equity III, L.P.
By: Madison Dearborn Partners III, L.P.
Its: General partner
By: Madison Dearborn Partners, LLC
Its: General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
A Managing Director
Madison Dearborn Capital Partners III, L.P.
By: Madison Dearborn Partners III, L.P.
Its: General partner
By: Madison Dearborn Partners, LLC
Its: General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
A Managing Director
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Bain Entities:
▇▇▇▇ Capital Fund VI, L.P.
By: ▇▇▇▇ Capital Partners VI, L.P.
Its: General Partner
By: ▇▇▇▇ Capital Investors, LLC
Its: General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
A Managing Director
BCIP Associates II
By: ▇▇▇▇ Capital Investors, LLC
Its: Managing General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
Name:
Title:
BCIP Associates II-B
By: ▇▇▇▇ Capital Investors, LLC
Its: Managing General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
Name:
Title:
BCIP Associates II-C
By: ▇▇▇▇ Capital Investors, LLC
Its: Managing General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
Name:
Title:
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BCIP Trust Associates II
By: ▇▇▇▇ Capital Investors, LLC
Its: Managing General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------------
Name:
Title:
BCIP Trust Associates II-B
By: ▇▇▇▇ Capital Investors, LLC
Its: Managing General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------------
Name:
Title:
Pep Investments Pty. Limited
By: ▇▇▇▇ Capital Investors, LLC
Its: Attorney-in-Fact
By:
------------------------------------------------
Name:
Title:
Brookside Capital Partners Fund, L.P.
By: /s/ ▇▇ ▇▇▇▇▇▇▇▇
------------------------------------------------
Name: ▇▇ ▇▇▇▇▇▇▇▇
Title: Managing Director
Sankaty High Yield Asset Partners, L.P.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
Sankaty High Yield Partners II, L.P.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
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Schedule A
Defined Terms
Current Preferred Shares means the shares of Preferred Stock listed under
the caption "Preferred Shares" on the attached Schedule I.
Exchange Act means the Securities Exchange Act of 1934, as amended.
Group means either:
(a) the group (the "▇▇▇▇ Group") consisting of
(1) the Investors listed under the caption "Bain Entities" on the
attached Schedule I (for as long as each such Investor continues to be
the beneficial owner of Registrable Securities), and
(2) the Permitted Transferees of such Investors (for as long as
each such Permitted Transferee continues to be the beneficial owner of
Registrable Securities); or
(b) the group (the "MDP Group") consisting of
(1) the Investors listed under the caption "MDP Entities" on the
attached Schedule I (for as long as each such Investor continues to be
the beneficial owner of Registrable Securities), and
(2) the Permitted Transferees of such Investors (for as long as
each such Permitted Transferee continues to be the beneficial owner of
Registrable Securities).
Person means an individual, partnership, corporation, limited liability
company, association, trust, unincorporated organization, or other entity.
Permitted Transferee is defined in the Corporate Governance Agreement (as
amended and restated pursuant to the Waiver Agreement).
Registrable Securities means (i) any shares of Common Stock issued or
issuable upon conversion of the Current Preferred Shares and (ii) any shares of
Common Stock issued or issuable (A) as a dividend or distribution in respect of,
or (B) in exchange for or replacement of, or (C) upon conversion or exercise of
any warrant or other security issued or issuable as a dividend or distribution
in respect of or in exchange for or replacement of, the Current Preferred Shares
and any shares of Common Stock issued or issuable upon conversion of the Current
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Preferred Shares. Any Registrable Securities shall cease to be Registrable
Securities if and when they (or, in respect of issuable but not yet issued
Registrable Securities, the underlying Preferred Stock or Common Stock) cease to
be beneficially owned by a member of a Group.
Registration Expenses means all expenses incident to the Company's
performance of or compliance with this Agreement, including all registration and
filing fees, fees and expenses of compliance with securities or blue sky laws,
printing expenses, messenger and delivery expenses, fees and disbursements of
custodians, and fees and disbursements of counsel for the Company and all
independent certified public accountants, underwriters (excluding discounts,
commissions and underwriters' counsel fees) and other Persons retained by the
Company.
Securities Act means the Securities Act of 1933, as amended.
Violation means any of the following statements, omissions or violations:
(i) any untrue statement or alleged untrue statement of a material fact
contained in a registration statement under this Agreement, including any
related preliminary or final prospectus, any amendment or supplement, or any
document filed under state securities or "blue sky" laws, (ii) the omission or
alleged omission to state a material fact required to be stated in any such
registration statement, prospectus, amendment, supplement or document or
necessary to make the statements in any such registration statement, prospectus,
amendment, supplement or document not misleading, or (iii) any violation or
alleged violation by the Company of the Securities Act, the Exchange Act, any
state securities law, or any rule or regulation promulgated under the Securities
Act, the Exchange Act or any state securities law.
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Schedule I
Preferred Shares
Preferred
Shares
MDP Entities
Madison Dearborn Capital Partners III, L.P..................... 22,267.55
Madison Dearborn Special Equity III, L.P....................... 494.44
Special Advisors Fund I, LLC................................... 91.42
---------
Total........................................................ 22,853.41
Bain Entities
▇▇▇▇ Capital Fund VI, L.P...................................... 15,437.45
BCIP Associates II............................................. 2,732.19
BCIP Associates II-B........................................... 374.57
BCIP Associates II-C........................................... 802.00
BCIP Trust Associates.......................................... 781.81
BCIP Trust Associates II-B..................................... 124.77
PEP Investments Pty. Limited................................... 51.45
Brookside Capital Partners Fund L.P............................ 1,123.92
Sankaty High Yield Asset Partners, L.P......................... 561.96
Sankaty High Yield Partners II, L.P............................ 561.96
---------
Total........................................................ 22,552.07
Grand Total....................................................... 45,405.47
=========
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