THIRD AMENDMENT
EXHIBIT 10.1
THIRD AMENDMENT
THIRD AMENDMENT, dated as of August 16, 2006 (the “Amendment”), to the Seventh Amended and Restated Credit Agreement, dated as of July 8, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among IRON MOUNTAIN INCORPORATED, a Delaware corporation (the “Company”), IRON MOUNTAIN CANADA CORPORATION, a company organized under the laws of the Province of Nova Scotia, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), [BANK OF AMERICA, N.A.], as syndication agent, WACHOVIA BANK, NATIONAL ASSOCIATION and THE BANK OF NOVA SCOTIA, as co-documentation agents, XXXXXXXX XXXXX XXXX, XXXXXXX BRANCH, as Canadian Administrative Agent, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and X.X. XXXXXX SECURITIES INC., as arranger and bookrunner.
W I T N E S S E T H:
WHEREAS, the Company, the Lenders and the Administrative Agent are parties to the Credit Agreement;
WHEREAS, the Company has requested certain amendments and waivers to the Credit Agreement; and
WHEREAS, the Lenders are willing to agree to such amendments, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Company, the Lenders and the Administrative Agent hereby agree as follows:
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1. |
Defined Terms. |
(a) Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Credit Agreement.
(b) As used in this Amendment, the “Global Intercompany Transfers” refers to the following transaction:
(i) Iron Mountain Global, Inc. contributes its 62% ownership interest in Iron Mountain Group (Europe) Ltd. to Iron Mountain (Netherlands) B.V. for additional shares in Iron Mountain (Netherlands) B.V.;
(ii) Iron Mountain Global, Inc. contributes its 100% ownership interest in Iron Mountain Mayflower Ltd. to Iron Mountain (Netherlands) B.V. for additional shares in Iron Mountain (Netherlands) B.V.; and
(iii) Iron Mountain Global, Inc. contributes its 100% ownership interest in Iron Mountain (Netherlands) B.V. to Iron Mountain Cayman Ltd. for additional shares in Iron Mountain Cayman Ltd.
(c) As used in this Amendment, the “IME Intercompany Refinancing” refers to a series of transactions in which the Company, directly and indirectly through wholly owned subsidiaries, will
contribute to Iron Mountain Switzerland GmbH, a wholly owned subsidiary of the Company, a loan receivable owing to the Company by Iron Mountain Europe Limited in the aggregate amount not to exceed £205 million.
2. Amendment to Section 9.09. Section 9.09 of the Credit Agreement is hereby amended by deleting the table appearing therein in its entirety and substituting in lieu thereof the following new table:
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Period |
Consolidated Leverage Ratio |
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From June 30, 2004 through December 31, 2005 |
5.25 to 1 |
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From January 1, 2006 through June 30, 2006 |
5.00 to 1 |
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From July 1, 2006 through March 31, 2007 |
4.75 to 1 |
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From April 1, 2007 through December 31, 2007 |
4.50 to 1 |
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From January 1, 2008 and thereafter |
4.25 to 1 |
3. Amendment to Section 9.10. Section 9.10 of the Credit Agreement is hereby amended by deleting the table appearing therein in its entirety and substituting in lieu thereof the following new table:
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Period |
Domestic Leverage Ratio |
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From June 30, 2004 through December 31, 2005 |
5.50 to 1 |
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From January 1, 2006 through March 31, 2007 |
5.25 to 1 |
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From April 1, 2007 through September 30, 2007 |
5.00 to 1 |
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From October 1, 2007 through December 31, 2007 |
4.75 to 1 |
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From January 1, 2008 and thereafter |
4.50 to 1 |
4. Waivers. The Lenders hereby waive Sections 9.12 and 9.24 to the extent necessary to allow for the sales, assignments and transfers contemplated by the Global Intercompany Transfers. Further, the Lenders hereby waive section 9.24 to the extent necessary to allow for the transactions contemplated by the IME Intercompany Refinancing. The Lenders further acknowledge and agree that the Global Intercompany Transfer and the IME Intercompany Refinancing shall not affect any computation of the available “basket” amount in Section 9.24 (net of any cash returns on any such Investments and any reductions in any such Guaranties received or made after August 16, 2006).
5. Representations and Warranties. On and as of the date hereof, the Company hereby confirms, reaffirms and restates the representations and warranties set forth in Section 8 of the Credit Agreement mutatis mutandis, except to the extent that such representations and warranties
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expressly relate to a specific earlier date in which case the Company hereby confirms, reaffirms and restates such representations and warranties as of such earlier date. The Company represents and warrants that, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
6. Effectiveness. This Amendment shall become effective as of the date set forth above (the “Effective Date”) upon the satisfaction of the following conditions precedent:
(a) Third Amendment. The Administrative Agent shall have received this Amendment executed and delivered by the Administrative Agent, the Company, and Lenders party to the Credit Agreement constituting the “Majority Lenders” thereunder (or, in the case of any Lender, a lender addendum or joinder agreement in a form specified by the Administrative Agent).
(b) Security Documents. The Administrative Agent shall have received the Acknowledgment and Confirmation, substantially in the form of Exhibit A hereto, executed and delivered by an authorized officer of the Company, the Canadian Borrower and each Subsidiary Guarantor.
7. Valid and Binding. This Amendment shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.
8. Payment of Expenses. The Company agrees to pay or reimburse the Administrative Agent for all out-of-pocket costs and expenses incurred in connection with the Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel.
9. Reference to and Effect on the Credit Agreement; Limited Effect. On and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby. This Amendment shall not constitute an amendment of any other provision of the Credit Agreement not expressly referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of the Company that would require a waiver or consent of the Lenders or the Administrative Agent. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect.
10. Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
11. Loan Document; Integration. This Amendment shall constitute a Basic Document. This Amendment and the other Basic Documents represent the agreement of the Company, the Canadian Borrower, each Subsidiary Guarantor, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Basic Documents.
12. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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13. Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts (which may include counterparts delivered by facsimile transmission), each of which shall be deemed to be an original, and all of which taken together shall be deemed to constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
IRON MOUNTAIN INCORPORATED
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By: |
/s/ X.X. Xxxxxxxx |
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Name: X.X. Xxxxxxxx |
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Title: Senior Vice President and Treasurer |
JPMORGAN CHASE BANK, as
Administrative Agent and as a Lender
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By: |
/s/ Xxxxxx Xxxxx |
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Name: Xxxxxx Xxxxx |
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Title: Managing Director |
JPMORGAN CHASE BANK, N.A. TORONTO
BRANCH, as Canadian Administrative Agent and as a
Canadian Lender
By: /s/ Xxxxxxxxx Xxxx
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Name: Xxxxxxxxx Xxxx |
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Title: Vice President |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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HSBC Bank USA, N.A. |
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By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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By: PPM America, Inc., as Attorney-in-fact, on |
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By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx |
Signature page to the Third Amendment
dated as of __________, 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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Bank of America, N.A. |
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By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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National City Bank |
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By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx |
Signature page to the Third Amendment
dated as of August 16, 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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NATIONAL CITY BANK, CANADA BRANCH |
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By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx
By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Senior Vice President & Principal Officer |
Signature page to the Third Amendment
dated as of August 14, 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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XXXXXX FLOATING RATE INCOME FUND |
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By: See Following Page Name: |
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XXXXXX FLOATING RATE INCOME FUND |
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By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx |
Signature page to the Third Amendment
dated as of August 14, 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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XXXXXX BANK LOAN FUND (CAYMAN) MASTER FUND |
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By: See Following Page Name: |
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XXXXXX BANK LOAN FUND (CAYMAN) MASTER FUND, a series of the XXXXXX OFFSHORE MASTER SERIES TRUST, by The Xxxxxx Advisory Company, LLC |
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By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx |
Signature page to the Third Amendment
dated as of August 14, 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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XXXXXX HIGH YIELD TRUST |
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By: See Following Page Name: |
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XXXXXX HIGH YIELD TRUST |
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By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx |
Signature page to the Third Amendment
dated as of August 14, 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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XXXXXX VARIABLE TRUST – PVT |
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By: See Following Page Name: |
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XXXXXX VARIABLE TRUST – PVT |
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By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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Bear Xxxxxxx Corporate Lending Inc. |
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By: /s/ Xxxxxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxx |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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The Sumitomo Trust and Banking Co., Ltd., New |
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By: /s/ Xxxxxxxxx X. Xxxxx Name: Xxxxxxxxx X. Xxxxx |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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The Prudential Insurance Company of America |
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By: Prudential Investment Management Inc., management advisor /s/ Xxxxxx Xxxx |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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AIM TRIMARK CANADA FUND INC. (for its TRIMARK DIVERSIFIED INCOME CLASS) |
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By: /s/ Xxx Xxxxx Name: AIM Funds Management Inc., in its capacity as manager of TRIMARK |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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TRIMARK FLOATING RATE INCOME FUND |
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By: /s/ Xxx Xxxxx Name: AIM Funds management Inc., in its capacity as manager of TRIMARK FLOATING RATE INCOME FUND |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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Union Bank of California, N.A. |
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By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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SOVEREIGN BANK |
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By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx |
Signature page to the Third Amendment
dated as of [8/15/06], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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XXX XXXXXX SENIOR LOAN FUND |
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By: Xxx Xxxxxx Asset Management |
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By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx |
Signature page to the Third Amendment
dated as of [8/15/06], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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XXX XXXXXX SENIOR INCOME TRUST |
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By: Xxx Xxxxxx Asset Management |
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By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx |
Signature page to the Third Amendment
dated as of August 16, 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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UNITED OVERSEAS BANK LIMITED |
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By: /s/ K. Xxx Xxx Name: K. Xxx Xxx |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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UNITED OVERSEAS BANK LIMITED, NY AGENCY |
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By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx
By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: AVP |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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Wachovia Bank, N.A. |
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By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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THE BANK OF NOVA SCOTIA |
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By: /s/ Xxxx Morale Name: Xxxx Morale |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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JUPITER LOAN FUNDING LLC |
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By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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GENERAL ELECTRIC CAPITAL CORPORATION, as Administrator for, GE CFS LOAN HOLDING |
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By: /s/ Xxxxxx X. xxx Xxxxx Name: Xxxxxx X. xxx Xxxxx |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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GENERAL ELECTRIC CAPITAL CORPORATION |
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By: /s/ Xxxxxx X. xxx Xxxxx Name: Xxxxxx X. xxx Xxxxx |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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Citizens Bank of Massachusetts |
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By: /s/ Li-Xxx Xxxx Name: Li-Xxx Xxxx |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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Metropolitan Insurance & Investment Trust |
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By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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Metropolitan Life Insurance Company |
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By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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Madison Avenue CDO I, Limited By: Metropolitan Life Insurance Company, as Collateral Manager |
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By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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FALL CREEK CLO, Ltd. |
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By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx |
Signature page to the Third Amendment
dated as of [ 8/16 ], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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ING PRIME RATE TRUST |
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By: ING Investment Management Co. as its investment manager |
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By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx
ING SENIOR INCOME FUND By: ING Investment Management Co. as its investment manager
By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: SVP |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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The Bank of New York |
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By: /s/ Xxxxxxx X. Xxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxx, Xx. |
Signature page to the Third Amendment
dated as of August 16th, 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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Xxxxxxx Bank, National Association |
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By: /s/ Xxxx Xxxx Name: Xxxx Xxxx |
Signature page to the Third Amendment
dated as of [ 8/16 ], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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BNP Paribas |
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By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx
By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Director |
Signature page to the Third Amendment
dated as of [ Aug. 16 ], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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BNP Paribas (Canada) |
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By: /s/ X. Xxxxxxx Name: X. Xxxxxxx |
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BABSON CLO LTD. 2004-II BABSON CLO LTD. 2005-I BABSON CLO LTD. 2006-I BABSON CLO LTD. 2006-II BABSON CLO LTD. 2006-III SUFFIELD CLO, LIMITED SAPPHIRE VALLEY CDO I, LTD. By: Babson Capital Management LLC as Collateral Manager
By: /s/ Xxxxx S.F. Soo Name: Xxxxx S.F. Soo Title: Director
C.M. LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Sub-Adviser
By: /s/ Xxxxx S.F. Soo Name: Xxxxx S.F. Soo Title: Director |
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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Advisor
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By: /s/ Xxxxx S.F. Soo Name: Xxxxx S.F. Soo Title: Director |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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Fidelity Central Investment Portfolios LLC: Fidelity Floating Rate Central Investment Portfolio |
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By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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Fidelity Advisor Series II: Fidelity Advisor Floating Rate High Income Fund |
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By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx |
Signature page to the Third Amendment
dated as of [ Aug. 16 ], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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PPM SHADOW CREEK FUNDING LLC |
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By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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SENIOR DEBT PORTFOLIO |
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By: Boston Management and Research as Investment Advisor |
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By: /s/ Xxxxx X. Page Name: Xxxxx X. Page |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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XXXXX XXXXX SENIOR INCOME TRUST |
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By: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR |
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By: /s/ Xxxxx X. Page Name: Xxxxx X. Page |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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XXXXX XXXXX INSTITUTIONAL SENIOR |
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By: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR |
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By: /s/ Xxxxx X. Page Name: Xxxxx X. Page |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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XXXXX XXXXX CDO III, LTD. |
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By: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR |
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By: /s/ Xxxxx X. Page Name: Xxxxx X. Page |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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XXXXX XXXXX CDO VI LTD. |
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By: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR |
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By: /s/ Xxxxx X. Page Name: Xxxxx X. Page |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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Xxxxx Xxxxx CDO VIII, Ltd. |
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By: Xxxxx Xxxxx Management As Investment |
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By: /s/ Xxxxx X. Page Name: Xxxxx X. Page |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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XXXXXXX & CO. |
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By: BOSTON MANAGEMENT AND RESEARCH |
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By: /s/ Xxxxx X. Page Name: Xxxxx X. Page |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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THE NORINCHUKIN BANK, NEW YORK BRANCH, through State Street Bank and Trust Company N.A. as Fiduciary Custodian |
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By: Xxxxx Xxxxx Management, Attorney-in-fact |
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By: /s/ Xxxxx X. Page Name: Xxxxx X. Page |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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BIG SKY III SENIOR LOAN TRUST |
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By: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR |
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By: /s/ Xxxxx X. Page Name: Xxxxx X. Page |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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XXXXX XXXXX VT FLOATING-RATE INCOME FUND |
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By: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR |
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By: /s/ Xxxxx X. Page Name: Xxxxx X. Page |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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XXXXX XXXXX LIMITED DURATION INCOME FUND |
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By: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR |
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By: /s/ Xxxxx X. Page Name: Xxxxx X. Page |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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XXXXX XXXXX SENIOR FLOATING-RATE |
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By: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR |
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By: /s/ Xxxxx X. Page Name: Xxxxx X. Page |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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XXXXX XXXXX FLOATING-RATE INCOME TRUST |
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By: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR |
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By: /s/ Xxxxx X. Page Name: Xxxxx X. Page |
Signature page to the Third Amendment
dated as of [__________], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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KZH Pondview LLC |
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By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx |
Signature page to the Third Amendment
dated as of August 16, 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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Calyon New York Branch |
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By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx
By: /s/ Yuri Muzichenki Name: Yuri Muzichenko Title: Director |
Signature page to the Third Amendment
dated as of [ Aug. 16 ], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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CHARTER VIEW PORTFOLIO |
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By: INVESCO Senior Secured Management, Inc. As Investment Advisor |
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By: /s/ Xxxxxx X.X. Xxxxx Name: Xxxxxx X.X. Xxxxx |
Signature page to the Third Amendment
dated as of [ Aug. 16 ], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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DIVERSIFIED CREDIT PORTFOLIO LTD. |
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By: INVESCO Senior Secured Management, Inc. as Investment Advisor |
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By: /s/ Xxxxxx X.X. Xxxxx Name: Xxxxxx X.X. Xxxxx |
Signature page to the Third Amendment
dated as of [ Aug. 16 ], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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AIM FLOATING RATE FUND |
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By: INVESCO Senior Secured Management, Inc. As Sub-Adviser |
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By: /s/ Xxxxxx X.X. Xxxxx Name: Xxxxxx X.X. Xxxxx |
Signature page to the Third Amendment
dated as of [ Aug. 16 ], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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INVESCO CBO 2000-1 LTD. |
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By: INVESCO Senior Secured Management, Inc. As Portfolio Advisor |
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By: /s/ Xxxxxx X.X. Xxxxx Name: Xxxxxx X.X. Xxxxx |
Signature page to the Third Amendment
dated as of [ Aug. 16 ], 2006 to the
IRON MOUNTAIN INCORPORATED
Seventh Amended and Restated Credit Agreement
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NAUTIQUE FUNDING LTD. |
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By: INVESCO Senior Secured Management, Inc. As Collateral Manager |
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By: /s/ Xxxxxx X.X. Xxxxx Name: Xxxxxx X.X. Xxxxx |
EXHIBIT A
FORM OF ACKNOWLEDGMENT AND CONFIRMATION
ACKNOWLEDGMENT AND CONFIRMATION, dated as of [___________], 2006 (this “Acknowledgment and Confirmation”) made by each of the signatories hereto.
1. Reference is made to Third Amendment, dated as of August 16, 2006 (the “Amendment”), to the Seventh Amended and Restated Credit Agreement, dated as of July 8, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among IRON MOUNTAIN INCORPORATED, a Delaware corporation (the “Company”), IRON MOUNTAIN CANADA CORPORATION, a company organized under the laws of the Province of Nova Scotia, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), [BANK OF AMERICA, N.A.], as syndication agent, WACHOVIA BANK, NATIONAL ASSOCIATION and THE BANK OF NOVA SCOTIA, as co-documentation agents, X.X. XXXXXX BANK CANADA, as Canadian Administrative Agent, JPMORGAN CHASE BANK, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and X.X. XXXXXX SECURITIES INC., as arranger and bookrunner.
2. Each of the parties hereto hereby agrees, with respect to each Basic Document to which it is a party:
(a) all of its obligations, liabilities and indebtedness under such Basic Document shall remain in full force and effect on a continuous basis after giving effect to the Amendment; and
(b) all of the Liens and security interests created and arising under such Basic Document remain in full force and effect on a continuous basis after giving effect to the Amendment, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and under its guarantees in the Basic Documents.
3. THIS ACKNOWLEDGMENT AND CONFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
4. This Acknowledgment and Confirmation may be executed by one or more of the parties hereto on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
[rest of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgement and Confirmation to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
IRON MOUNTAIN INCORPORATED
By:____________________________
Name:
Title:
IRON MOUNTAIN CANADA CORPORATION
By:____________________________
Name:
Title:
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SUBSIDIARY GUARANTORS
COMAC, INC.
IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC.
IRON MOUNTAIN GLOBAL, INC.
IRON MOUNTAIN GLOBAL, LLC
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IRON MOUNTAIN INFORMATION |
MANAGEMENT, INC.
MOUNTAIN REAL ESTATE ASSETS, INC.,
MOUNTAIN RESERVE II, INC.
TREELINE SERVICES CORPORATION
By:____________________________
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Name: |
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Title: |
SUBSIDIARY PLEDGORS
IRON MOUNTAIN GLOBAL, INC.
IRON MOUNTAIN GLOBAL, LLC
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IRON MOUNTAIN INFORMATION |
MANAGEMENT, INC.
TREELINE SERVICES CORPORATION
By:____________________________
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Name: |
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Title: |
SUBSIDIARY GUARANTORS
IRON MOUNTAIN STATUTORY TRUST – 1998
By: U.S. BANK NATIONAL ASSOCIATION, not individually but as Owner Trustee under that certain Amended and Restated Owner Trust Agreement dated as of October 1, 1998, as amended
By:______________________________
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Name: |
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Title: |
IRON MOUNTAIN STATUTORY TRUST – 1999
By: U.S. BANK NATIONAL ASSOCIATION, not individually but as Owner Trustee under that certain
Owner Trust Agreement dated as of July 1, 1999, as
amended
By:______________________________
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Name: |
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Title: |
SUBSIDIARY PLEDGORS
IRON MOUNTAIN STATUTORY TRUST – 1998
By: U.S. BANK NATIONAL ASSOCIATION, not individually but as Owner Trustee under that certain Amended and Restated Owner Trust Agreement dated as
of October 1, 1998, as amended
By:______________________________
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Name: |
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Title: |
IRON MOUNTAIN STATUTORY TRUST – 1999
By: U.S. BANK NATIONAL ASSOCIATION, not individually but as Owner Trustee under that certain
Owner Trust Agreement dated as of July 1, 1999, as
amended
By:______________________________
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Name: |
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Title: |
