EXHIBIT 4.7
SECOND SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
September 14, 2001, among Iron Mountain Incorporated (the "Company"), Iron
Mountain Off-Site Data Protection, Inc., Arcus Data Security, LLC, COMAC,
Inc., DSI Technology Escrow Services, Inc., IM Billerica, Inc., Iron Mountain
Records Management, Inc., Iron Mountain Global, Inc., Iron Mountain Global,
LLC, Iron Mountain Records Management of Michigan, Inc., Iron Mountain
Consulting Services, LLC, Iron Mountain/National Underground Storage, LLC,
Iron Mountain Confidential Destruction LLC (collectively the "Guarantors"),
each of which is a direct or indirect wholly owned subsidiary of the Company,
and The Bank of New York, as trustee under the indenture referred to below
(the "Trustee").
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture, dated April 3, 2001 as supplemented by the First Supplemental
Indenture, dated April 3, 2001 (as so supplemented, the "Indenture"), providing
for the issuance of an aggregate principal amount of $225,000,000 of 8-5/8%
Senior Subordinated Notes due 2013 (the "Notes"); and
WHEREAS, Section 2.1 of the Indenture provides that the Company shall pay
principal and interest on the Notes in accordance with the terms of the Notes;
and
WHEREAS, the Global Note dated April 3, 2001 issued by the Company to the
Trustee states that interest payments shall occur every six months on April 1
and October 1, and that the record date for the purpose of determining the
Holders of record for any such interest payment shall be March 15 and September
15, respectively; and
WHEREAS, the Company desires to set a special Record Date solely with
respect to the October 1, 2001 interest payment; and
WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Company
and the Trustee mutually covenant and agree for the equal and ratable benefit of
the Holders of the Notes as follows:
1. SPECIAL RECORD DATE: The Record Date for purposes of determining the
Holders of the Notes entitled to an interest payment on October 1, 2001 shall be
September 24, 2001 (the "Special Record Date").
2. AMENDMENT TO GLOBAL NOTE: Section 1 of the Global Note dated April 3,
2001 is hereby amended to provide an additional sentence at the end of such
section stating as follows: "Notwithstanding the foregoing, solely with respect
to the October 1, 2001 interest payment date, the record date shall be September
24, 2001."
3. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
4. NEW YORK LAW TO GOVERN. The internal law of the State of New York shall
govern and be used to construe this Supplemental Indenture.
5. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.
7. EFFECT OF SUPPLEMENTAL INDENTURE. Except as amended by this
Supplemental Indenture, the terms and provisions of the Indenture shall remain
in full force and effect.
8. TRUSTEE. The Trustee assumes no responsibility for the correctness of
the recitals herein contained, which shall be taken as the statements of the
Company and the Trustee shall not be responsible or accountable in any way
whatsoever for or with respect to the validity or execution or sufficiency of
this Supplemental Indenture, and the Trustee makes no representation with
respect thereto.
9. INDEMNIFICATION OF TRUSTEE. The Company agrees to indemnify the Trustee
and to hold the Trustee harmless from and against any and all claims, demands,
causes of action, losses, damages, liabilities, costs and expenses (including,
without limitation, attorneys' fees and court costs) at any time asserted
against or incurred by the Trustee by reason of, arising out of or in connection
with the execution of this Supplemental Indenture, except for the Trustee's own
negligent action, its own negligent failure to act, or its own willful
misconduct.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.
IRON MOUNTAIN INCORPORATED
By: /s/ C. Xxxxxxx Xxxxx
--------------------------------------
C. Xxxxxxx Xxxxx
Chairman and Chief Executive Officer
IRON MOUNTAIN RECORDS
MANAGEMENT, INC.,
IRON MOUNTAIN RECORDS
MANAGEMENT OF MICHIGAN, INC.,
IM BILLERICA, INC.,
DSI TECHNOLOGY ESCROW SERVICES, INC.,
IRON MOUNTAIN OFF-SITE DATA
PROTECTION, INC.,
IRON MOUNTAIN GLOBAL, INC.,
COMAC, INC.
By: /s/ C. Xxxxxxx Xxxxx
--------------------------------------
C. Xxxxxxx Xxxxx
Chairman and Chief Executive Officer
IRON MOUNTAIN / NATIONAL UNDERGROUND
STORAGE, LLC,
IRON MOUNTAIN CONSULTING
SERVICES, LLC, and
IRON MOUNTAIN CONFIDENTIAL
DESTRUCTION LLC
By: IRON MOUNTAIN RECORDS
MANAGEMENT, INC., its sole Member
By: /s/ C. Xxxxxxx Xxxxx
----------------------------------
C. Xxxxxxx Xxxxx
Chairman and Chief Executive
Officer
IRON MOUNTAIN GLOBAL, LLC,
By: IRON MOUNTAIN GLOBAL, INC.
its sole Member
By: /s/ C. Xxxxxxx Xxxxx
----------------------------------
C. Xxxxxxx Xxxxx
Chairman and Chief Executive
Officer
ARCUS DATA SECURITY, LLC,
By: IRON MOUNTAIN OFF-SITE DATA
PROTECTION, INC., its sole Member
By: /s/ C. Xxxxxxx Xxxxx
----------------------------------
C. Xxxxxxx Xxxxx
Chairman and Chief Executive
Officer
THE BANK OF NEW YORK, as Trustee
By: /s/ Xxxxx Xxxxxx
--------------------------------------
Name: Xxxxx Xxxxxx
Title: Assistant Treasurer
