COMMITMENT INCREASE SUPPLEMENT
Exhibit 10.1
EXECUTION VERSION
COMMITMENT INCREASE SUPPLEMENT
COMMITMENT INCREASE SUPPLEMENT, dated June 24, 2016 (this Supplement), to the Credit Agreement dated as of July 2, 2015 (as further amended, supplemented or otherwise modified from time to time, the Agreement), among Iron Mountain Information Management, LLC (the Company), Iron Mountain Incorporated (the Parent), the other Borrowers from time to time party thereto, the lenders parties thereto (the Lenders), JPMorgan Chase Bank, N.A., as Administrative Agent (the Administrative Agent), JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, and the other parties thereto.
W I T N E S S E T H :
WHEREAS, pursuant to Section 2.01(b) of the Agreement, the Company has the right, subject to the terms and conditions thereof, to effectuate from time to time an increase in the aggregate Revolving Commitments under the Agreement by requesting one or more Lenders to increase the amount of its Revolving Commitment;
WHEREAS, the Company has given notice to the Agent of its intention to increase the aggregate Revolving Commitments pursuant to such Section 2.01(b); and
WHEREAS, pursuant to Section 2.01(b) of the Agreement, each of the undersigned Increasing Lenders (as defined in the Agreement) now desires to increase the amount of its Revolving Commitment under the Agreement by executing and delivering to the Company and the Agent a supplement to the Agreement in substantially the form of this Supplement;
NOW THEREFORE, each of the parties hereto hereby agrees as follows:
Each of the undersigned Increasing Lenders agrees, subject to the terms and conditions of the Agreement, that on the date this Supplement is accepted by the Company and acknowledged by the Agent it shall, as applicable, have its:
(a) US$ Commitment increased by the amount set forth on Schedule I hereto under the heading US$ Commitment Increase, thereby making its total US$ Commitment equal to the amount set forth on Schedule I hereto under the heading Total US$ Commitment; and/or
(b) Multi-Currency Commitment increased by the amount set forth on Schedule I hereto under the heading Multi-Currency Commitment Increase, thereby making its total Multi-Currency Commitment equal to the amount set forth on Schedule I hereto under the heading Total Multi-Currency Commitment;
thus making the aggregate amount of its total Revolving Commitments equal to the amount set forth on Schedule I hereto under the heading Total Revolving Commitment.
Pursuant to Section 2.01(b), upon the effectiveness of this Supplement, Schedule I of the Agreement shall, without further action, be deemed to have been amended
appropriately to reflect the increased Revolving Commitments of the Increasing Lenders as set forth herein.
The Company hereby represents and warrants that no Default or Event of Default has occurred and is continuing on and as of the date hereof.
Terms defined in the Agreement shall have their defined meanings when used herein.
This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.
This Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document.
[remainder of this page intentionally left blank]
IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.
| JPMORGAN CHASE BANK, N.A. | ||
|
|
| |
|
|
| |
| By: | /s/ Gene Riego de Dios | |
|
| Name: | Gene Riego de Dios |
|
| Title: | Vice President |
IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.
| Bank of America, NA | ||
|
|
| |
|
|
| |
| By: | /s/ Luanne T. Smith | |
|
| Name: | Luanne T. Smith |
|
| Title: | Vice President |
IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.
| Citizens Bank, N.A. | ||
|
|
| |
|
|
| |
| By: | /s/ Christian Peng | |
|
| Name: | Christian Peng |
|
| Title: | Vice President |
IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.
| Credit Agricole Corporate and Investment Bank | ||
|
|
| |
|
|
| |
| By: | /s/ Gordon Yip | |
|
| Name: | Gordon Yip |
|
| Title: | Director |
|
|
| |
|
|
| |
| By: | /s/ Jeff Ferrell | |
|
| Name: | Jeff Ferrell |
|
| Title: | Managing Director |
IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.
| Wells Fargo Bank, N.A. | ||
|
|
| |
|
|
| |
| By: | /s/ David Mallett | |
|
| Name: | David Mallett |
|
| Title: | Managing Director |
IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.
| GOLDMAN SACHS BANK USA | ||
|
|
| |
|
|
| |
| By: | /s/ Rebecca Kratz | |
|
| Name: | Rebecca Kratz |
|
| Title: | Authorized Signatory |
IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.
| Morgan Stanley Senior Funding, Inc. | ||
|
|
| |
|
|
| |
| By: | /s/ Michael King | |
|
| Name: | Michael King |
|
| Title: | Vice President |
IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.
| HSBC Bank Plc | ||
|
|
| |
|
|
| |
| By: | /s/ Clare Walker | |
|
| Name: | Clare Walker |
|
| Title: | Relationship Director |
IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.
| HSBC Bank USA, National Association | ||
|
|
| |
|
|
| |
| By: | /s/ Zhiyan Zeng | |
|
| Name: | Zhiyan Zeng |
|
| Title: | Vice President |
IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.
| Barclays Bank PLC, as Increasing Lender | ||
|
|
| |
|
|
| |
| By: | /s/ Marguerite Sutton | |
|
| Name: | Marguerite Sutton |
|
| Title: | Vice President |
IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.
| ROYAL BANK OF CANADA | ||
|
|
| |
|
|
| |
| By: | /s/ Brian Gross | |
|
| Name: | Brian Gross |
|
| Title: | Authorized Signatory |
IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.
| PNC Bank, National Association | ||
|
|
| |
|
|
| |
| By: | /s/ Michael Richards | |
|
| Name: | Michael Richards |
|
| Title: | Senior Vice President, Managing Director |
IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.
| SUNTRUST BANK | ||
|
|
| |
|
|
| |
| By: | /s/ Jason Crowley | |
|
| Name: | Jason Crowley |
|
| Title: | Vice President |
IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.
| TD BANK, N.A. | ||
|
|
| |
|
|
| |
| By: | /s/ Alan Garson | |
|
| Name: | Alan Garson |
|
| Title: | Senior Vice President |
IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.
| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD | ||
|
|
| |
|
|
| |
| By: | /s/ George Stoecklein | |
|
| Name: | George Stoecklein |
|
| Title: | Managing Director |
IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.
| KBC Bank N.V., New York Branch | ||
|
|
| |
|
|
| |
| By: | /s/ Lene E. Mosdoel | |
|
| Name: | Lene E. Mosdoel |
|
| Title: | Associate |
|
|
| |
| By: | /s/ Thomas R. Lalli | |
|
| Name: | Thomas R. Lalli |
|
| Title: | Managing Director |
Agreed and accepted this 24th day of |
| ||
June, 2016. |
| ||
|
| ||
IRON MOUNTAIN INFORMATION MANAGEMENT, LLC |
| ||
|
| ||
By: | /s/ John P. Lawrence |
| |
| Name: | John P. Lawrence |
|
| Title: | Senior Vice President and Treasurer |
|
|
| ||
|
| ||
Acknowledged this 24th day of |
| ||
June, 2016. |
| ||
|
| ||
JPMORGAN CHASE BANK, N.A. |
| ||
as Administrative Agent |
| ||
|
| ||
By: | /s/ Gene Riego de Dios |
| |
| Name: | Gene Riego de Dios |
|
| Title: | Vice President |
|
SCHEDULE I
Lender |
| US$ Commitment |
| Total US$ |
| Multi-Currency |
| Total Multi- |
| Total Revolving |
| |||||
JPMORGAN CHASE BANK, N.A. |
| $ | 5,000,000.00 |
| $ | 14,790,357.00 |
| $ | 15,000,000.00 |
| $ | 89,144,954.00 |
| $ | 127,142,858.00 |
|
BANK OF AMERICA, N.A. |
| 5,000,000.00 |
| 17,473,795.00 |
| 15,000,000.00 |
| 95,518,119.00 |
| 127,142,858.00 |
| |||||
BARCLAYS BANK PLC |
| 5,000,000.00 |
| 17,473,795.00 |
| 15,000,000.00 |
| 95,518,119.00 |
| 127,142,858.00 |
| |||||
CITIZENS BANK, N.A. |
| 5,000,000.00 |
| 17,473,795.00 |
| 15,000,000.00 |
| 95,518,119.00 |
| 127,142,858.00 |
| |||||
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK |
| 5,000,000.00 |
| 17,473,795.00 |
| 15,000,000.00 |
| 95,518,119.00 |
| 127,142,858.00 |
| |||||
WELLS FARGO BANK, N.A. |
| 5,000,000.00 |
| 17,473,795.00 |
| 15,000,000.00 |
| 95,518,119.00 |
| 127,142,858.00 |
| |||||
GOLDMAN SACHS BANK USA |
| 20,000,000.00 |
| 127,142,857.00 |
| 0.00 |
| 0.00 |
| 127,142,858.00 |
| |||||
MORGAN STANLEY SENIOR FUNDING, INC. |
| 20,000,000.00 |
| 127,142,857.00 |
| 0.00 |
| 0.00 |
| 127,142,858.00 |
| |||||
ROYAL BANK OF CANADA |
| 3,000,000.00 |
| 12,979,035.00 |
| 9,000,000.00 |
| 73,414,496.00 |
| 97,714,286.00 |
| |||||
PNC BANK, NATIONAL ASSOCIATION |
| 3,000,000.00 |
| 10,983,228.00 |
| 9,000,000.00 |
| 60,531,597.00 |
| 80,571,428.00 |
| |||||
SUNTRUST BANK |
| 3,000,000.00 |
| 10,983,228.00 |
| 9,000,000.00 |
| 60,531,597.00 |
| 80,571,428.00 |
| |||||
TD BANK, N.A. |
| 3,000,000.00 |
| 10,983,228.00 |
| 9,000,000.00 |
| 60,531,597.00 |
| 80,571,428.00 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. |
| 3,000,000.00 |
| 13,666,666.00 |
| 9,000,000.00 |
| 66,904,762.00 |
| 80,571,428.00 |
| |||||
HSBC BANK USA, N.A. |
| 3,666,800.00 |
| 19,892,549.00 |
| 11,000,400.00 |
| 49,536,555.00 |
| 69,429,104.00 |
| |||||
HSBC BANK PLC |
| 1,333,200.00 |
| 9,446,074.00 |
| 3,999,600.00 |
| 23,267,677.00 |
| 32,713,751.00 |
| |||||
KBC BANK N.V., NEW YORK BRANCH |
| 10,000,000.00 |
| 22,857,143.00 |
| 0.00 |
| 0.00 |
| 22,857,143.00 |
|