AMENDMENT XX. 0
XXXXXXXXX XX. 0 (this "Agreement") dated as of April 16, 1999
among IRON MOUNTAIN INCORPORATED, a Delaware corporation (the "Company"); each
of the lenders (the "Lenders") listed on the signature pages hereof; and THE
CHASE MANHATTAN BANK, as administrative agent for the Lenders under the Credit
Agreement referred to below (in such capacity, the "Administrative Agent").
The Company, the Lenders and the Administrative Agent are
parties to a Second Amended and Restated Credit Agreement dated as of September
26, 1997 (as from time to time amended, the "Credit Agreement"), providing,
subject to the terms and conditions thereof, for extensions of credit (by the
making of loans and the issuing of letters of credit) by the Lenders to the
Company in an aggregate principal or face amount not exceeding $250,000,000. The
Company has requested the Lenders to amend the Credit Agreement in certain
respects, and the Lenders are willing to so amend the Credit Agreement, all on
the terms and conditions set forth herein.
Accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this
Agreement, terms defined in the Credit Agreement are used herein as defined
therein.
Section 2. Amendments. Subject to (i) the Administrative
Agent's receipt of counterparts of this Agreement, duly executed by each of the
Company, the Majority Lenders and the Administrative Agent and (ii) the written
consent and agreement hereto by the Subsidiary Guarantors as provided at the
foot hereof, but effective as of the date hereof, the Credit Agreement is hereby
amended as follows:
A. Definitions. Section 1.01 of the Credit Agreement is
amended by inserting the following definitions in their appropriate alphabetical
locations:
"Excluded Subsidiary Material Adverse Change" shall mean the
occurrence of a material adverse change in the business, assets,
property, condition (financial or otherwise) or prospects of the
Excluded Subsidiaries, taken as a whole.
B. Defaults. (a) Section 10.01 of the Credit Agreement is
hereby amended by restating paragraph (b) therein as follows:
"(b) the Company or any of its Subsidiaries (other than the
Excluded Subsidiaries) shall default in the payment when due of any
principal of or interest on any Indebtedness having an outstanding
principal amount of at least $1,000,000 (other than the Loans); or any
event or condition shall occur which results in the acceleration of the
maturity of any such Indebtedness of the Company or any of its
Subsidiaries (other than the Excluded Subsidiaries) or enables (or,
with the giving of notice or lapse of time or both, would enable) the
holder of any such Indebtedness or any Person acting on such holder's
behalf to accelerate the maturity thereof; or"
Amendment No. 4
-2-
(b) Section 10.01 of the Credit Agreement is hereby further
amended by restating paragraph (k) therein as follows:
"(k) an Excluded Subsidiary Material Adverse Change or any
Change of Control shall occur; or"
C. General. References in the Credit Agreement (including
references to the Credit Agreement as amended hereby) to "this Agreement" (and
indirect references such as "hereunder", "hereby", "herein" and "hereof") shall
be deemed to be references to the Credit Agreement as amended hereby.
Section 3. Representations and Warranties. The Company hereby
represents and warrants to the Administrative Agent and the Lenders that:
(a) the representations and warranties made by each of the
Company and the Subsidiary Guarantors in each Basic Document to which
it is a party (other than the representations and warranties set forth
in paragraphs (a) and (b) of Section 8.10 of the Credit Agreement) are
correct on and as of the date hereof, as though made on and as of such
date (or, if any such representation or warranty is expressly stated to
have been made as of a specific date, as of such specific date); and
(b) no event has occurred and is continuing that constitutes a
Default or an Event of Default (and the parties agree that breach of
any of the representations and warranties in this Section 3 shall
constitute an Event of Default under Section 10.01(c) of the Credit
Agreement).
Section 4. Miscellaneous. Except as herein provided, the
Credit Agreement and each of the other Basic Documents shall remain unchanged
and in full force and effect. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart. This Agreement shall be governed by, and construed in
accordance with, the law of the State of New York.
Amendment No. 4
-3-
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
THE COMPANY
IRON MOUNTAIN INCORPORATED
By /s/ XX Xxxxxxxx
Name: XX Xxxxxxxx
Title: Vice President & Treasurer
THE ADMINISTRATIVE AGENT
THE CHASE MANHATTAN BANK
By /s/ Xxxxxxx Lancia
Name: Xxxxxxx Lancia
Title: Vice President
THE LENDERS
THE CHASE MANHATTAN BANK
By /s/ Xxxxxxx Lancia
Name: Xxxxxxx Lancia
Title: Vice President
BANKBOSTON, N.A.
By_______________________
Name:
Title:
Amendment Xx. 0
-0-
XXX XXXX XX XXX XXXX
By /s/ Xxxxxxx X.X. Xxxxx
Name: Xxxxxxx X.X. Xxxxx
Title: Vice President
CIBC INC.
By /s/ Xxxxxxxxx Xxxxxxxx
Name: Xxxxxxxxx Xxxxxxxx
Title: Executive Director
FLEET NATIONAL BANK
By /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ Xxxxxxxx Xxxxx
Name: Xxxxxxxx Xxxxx
Title: First Vice President--Manager
US TRUST
By /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
Amendment No. 4
-5-
UNION BANK OF CALIFORNIA, N.A.
By /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ X.X. Xxxxxxx
Name: X.X. Xxxxxxx
Title: Authorized Signatory
XXXXXX FINANCIAL, INC.
By /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Associate Vice President
NATIONAL CITY BANK
By /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: Vice President
ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN AG (f/k/a GIROCREDIT BANK
AG DER SPARKASSEN, GRAND CAYMAN
ISLAND BRANCH)
By /s/ Arcinea Hovanessian
Name: Arcinea Hovanessian
Title: Vice President-Erste Bank NY Branch
By /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: First Vice President
Amendment No. 4
-6-
CONSENTED TO AND AGREED:
IRON MOUNTAIN RECORDS MANAGEMENT, INC.
DSI TECHNOLOGY ESCROW SERVICES, INC.
IRON MOUNTAIN/SAFESITE, INC.
IRON MOUNTAIN CONSULTING SERVICES, INC.
IRON MOUNTAIN RECORDS MANAGEMENT OF SAN XXXXXXX-XX, INC.
IRON MOUNTAIN RECORDS MANAGEMENT OF SAN ANTONIO, INC.
CRITERION ATLANTIC PROPERTY, INC.
IM BILLERICA, INC.
IRON MOUNTAIN RECORDS MANAGEMENT OF MICHIGAN, INC.
IRON MOUNTAIN SAFE DEPOSIT CORPORATION
IRON MOUNTAIN / NATIONAL UNDERGROUND STORAGE, INC.
IRON MOUNTAIN OF MARYLAND, LLC
ARCUS DATA SECURITY, INC.
HIMSCORP OF PHILADELPHIA, INC.
RECORDKEEPERS, INC.
HIMSCORP OF PITTSBURGH, INC.
HIMSCORP OF CLEVELAND, INC.
HIMSCORP OF NEW ORLEANS, INC.
HIMSCORP OF PORTLAND, INC.
HIMSCORP OF SAN DIEGO, INC.
HIMSCORP OF DETROIT, INC.
HIMSCORP OF LOS ANGELES, INC.
HIMSCORP OF HOUSTON, INC.
IM-AEI ACQUISITION CORPORATION
IRON MOUNTAIN RECORDS MANAGEMENT OF UTAH, INC.
ARCUS STAFFING RESOURCES, INC.
IRON MOUNTAIN RECORDS MANAGEMENT OF OHIO, INC.
IRON MOUNTAIN GLOBAL, INC.
ARCUS DATA SECURITY LLC
By /s/ XX Xxxxxxxx
Name: XX Xxxxxxxx
Title: Vice President & Treasurer
Amendment No. 4
