THIRD AMENDMENT

EX-10.1 2 ex10-1.htm

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, JPMORGAN CHASE BANK, TORONTO BRANCH, as Canadian Administrative Agent, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and J.P. MORGAN 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:

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:

Period	Consolidated Leverage Ratio
From June 30, 2004 through December 31, 2005	5.25 to 1
From January 1, 2006 through June 30, 2006	5.00 to 1
From July 1, 2006 through March 31, 2007	4.75 to 1
From April 1, 2007 through December 31, 2007	4.50 to 1
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:

Period	Domestic Leverage Ratio
From June 30, 2004 through December 31, 2005	5.50 to 1
From January 1, 2006 through March 31, 2007	5.25 to 1
From April 1, 2007 through September 30, 2007	5.00 to 1
From October 1, 2007 through December 31, 2007	4.75 to 1
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

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.

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.

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

By:

/s/ J.P. Lawrence

Name: J.P. Lawrence

Title: Senior Vice President and Treasurer

JPMORGAN CHASE BANK, as

Administrative Agent and as a Lender

By:

/s/ Robert Sacks

Name: Robert Sacks

Title: Managing Director

JPMORGAN CHASE BANK, N.A. TORONTO
BRANCH, as Canadian Administrative Agent and as a
Canadian Lender

By: /s/ Christine Chan

Name: Christine Chan

Title: Vice President