Exhibit 10.2A
[CONFORMED COPY]
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of January 15, 1997 among: IRON MOUNTAIN
INCORPORATED, a corporation duly organized and validly existing under the laws
of the State of Delaware (the "Company"); each of the lenders listed on the
signature pages hereof under the caption "LENDERS" (individually, a "Lender"
and, collectively, the "Lenders"); and THE CHASE MANHATTAN BANK, as agent for
the Lenders (in such capacity, together with its successors in such capacity,
the "Administrative Agent").
The Company, the Lenders and the Administrative Agent are parties
to a Credit Agreement dated as of September 30, 1996 (as in effect on the date
hereof, the "Credit Agreement"), providing, subject to the terms and conditions
thereof, for extensions of credit (by making of loans and issuing letters of
credit) to be made by said Lenders to the Company in an aggregate principal or
face amount not exceeding $100,000,000. The Company and the Lenders wish to
amend the Credit Agreement in certain respects. Accordingly, the parties hereto
hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this
Amendment No. 1, terms defined in the Credit Agreement are used herein as
defined therein.
Section 2. Amendments. Subject to the execution and delivery
hereof by the Company, the Majority Lenders and the Administrative Agent, and
the consent and agreement hereto by the Subsidiary Guarantors, but effective as
of the date hereof, the Credit Agreement is hereby amended as follows:
A. General. References in the Credit Agreement 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.
B. Permitted Acquisitions. Section 9.12 of the Credit Agreement
shall be amended by amending clauses (a) and (b) of the definition of "Permitted
Acquisition" therein to read as follows:
Amendment No. 1
- 2 -
"(a) Maximum Periodic Consideration. Without the consent of the
Majority Lenders, the aggregate amount of Acquisition Consideration paid
in respect of Acquisitions shall not exceed $75,000,000 in any
Calculation Period (or, with respect to the Calculation Period
commencing October 1, 1996, $100,000,000); provided that the aggregate
amount of Acquisition Consideration (excluding, for purposes of this
proviso, Stock Consideration) paid in respect of Acquisitions shall not
exceed $50,000,000 in any Calculation Period).
(b) Maximum Individual Consideration. Without the consent of the
Majority Lenders, the Acquisition Consideration (excluding Stock
Consideration) payable in respect of any single Acquisition or series of
related Acquisitions shall not exceed $30,000,000."
Section 3. Representations and Warranties. The Company represents
and warrants to the Lenders that, both before and after giving effect to each of
the amendments set forth in Section 2 hereof:
(a) no Default has occurred and is continuing; and
(b) 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
Section 8.10 of the Credit Agreement) are true on and as of the date
hereof, with the same force and effect as if made on and as of such date
and as if each reference in the Basic Documents to "this Agreement" or
"the Credit Agreement" included reference to this Amendment No. 1.
Section 4. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 1 may be executed in any number of counterparts, all of which taken together
shall constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amendment No. 1 by signing any such counterpart. This
Amendment No. 1 shall be governed by, and construed in accordance with, the law
of the State of New York.
Amendment No. 1
- 3 -
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed and delivered as of the day and year first above
written.
THE COMPANY
IRON MOUNTAIN INCORPORATED
By /s/ Xxxxxx Xxxxxxx
--------------------------------------
Title: Executive Vice President &
Chief Financial Officer
LENDERS
THE CHASE MANHATTAN BANK
By /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Title: Managing Director
THE BANK OF NEW YORK
By /s/ Xxxxx X. Xxxxxx
--------------------------------------
Title: Vice President
CIBC INC.
By /s/ Xxxxxxx Xxxxx
--------------------------------------
Title: Managing Director, CIBC
Wood Gundy Securities
Amendment No. 1
- 4 -
THE FIRST NATIONAL BANK OF BOSTON
By /s/ Xxxxxxxx Xxxxxxx
--------------------------------------
Title: Vice President
FLEET NATIONAL BANK
By /s/ Xxxxxxx Xxxxxx
--------------------------------------
Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ X. X. Xxxxxxx
--------------------------------------
Title: Authorized Signatory
NATIONAL CITY BANK
By /s/ Xxxxxx X. Xxxxxxxx, Xx.
--------------------------------------
Title: Senior Vice President
THE SUMITOMO BANK, LIMITED
By /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Title: Vice President & Manager
By /s/ Alfed De Gemmis
--------------------------------------
Title: Vice President
Amendment No. 1
- 5 -
UNION BANK OF CALIFORNIA, N.A.
By /s/ Xxxxx Xxxxxx
--------------------------------------
Title: Vice President
BANK OF IRELAND GRAND CAYMAN
By /s/ Xxxxxxx Xxxxxxx
--------------------------------------
Title: Account Manager
GIROCREDIT BANK AG DER SPARKASSEN,
GRAND CAYMAN ISLAND BRANCH
By /s/ Xxxx X. Xxxxxxx
--------------------------------------
Title: Vice President
By /s/ Xxxxxxx Xxxxx
--------------------------------------
Title: First Vice President
THE ADMINISTRATIVE AGENT
THE CHASE MANHATTAN BANK,
as Administrative Agent
By /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Title: Managing Director
CONSENTED TO AND AGREED:
Amendment No. 1
- 6 -
IRON MOUNTAIN RECORDS MANAGEMENT,
INC.
By /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Title: EVP
CRITERION PROPERTY, INC.
By /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Title: EVP
CRITERION ATLANTIC PROPERTY, INC.
By /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Title: EVP
HOLLYWOOD PROPERTY, INC.
By /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Title: EVP
IRON MOUNTAIN DATA PROTECTION
SERVICES, INC.
By /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Title: EVP
IRON MOUNTAIN CONSULTING SERVICES,
INC.
By /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Title: EVP
Amendment No. 1
- 7 -
IRON MOUNTAIN RECORDS MANAGEMENT OF
OHIO, INC.
By /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Title: EVP
METRO BUSINESS ARCHIVES, INC.
By /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Title: EVP
IM SAN DIEGO, INC.
By /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Title: EVP
IRON MOUNTAIN RECORDS MANAGEMENT OF
MARYLAND, INC.
By /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Title: EVP
DATA ARCHIVE SERVICES, INC.
By /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Title: EVP
IRON MOUNTAIN RECORDS MANAGEMENT OF
MISSOURI LLC
By /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Title: EVP
Amendment No. 1
- 8 -
IRON MOUNTAIN RECORDS MANAGEMENT OF
BOSTON, INC.
By /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Title: EVP
IRON MOUNTAIN WILMINGTON, INC.
By /s/ Xxxxxx Xxxxxxx
-----------------------------------------
Title: EVP
Amendment No. 1
