FOURTH AMENDMENT

EX-10.1 2 a2220924zex-10_1.htm EX-10.1

Exhibit 10.1

 

FOURTH AMENDMENT

 

AMENDMENT, dated as of June 19, 2014 (the “Amendment”), to the Credit Agreement, dated as of June 27, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among IRON MOUNTAIN INCORPORATED, a Delaware corporation (the “Parent”), IRON MOUNTAIN INFORMATION MANAGEMENT, LLC (f/k/a Iron Mountain Information Management, Inc.), a Delaware limited liability company (the “Company”), each of the other Borrowers party thereto, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement as Lenders (the “Lenders”), JPMORGAN CHASE BANK, TORONTO BRANCH, as Canadian Administrative Agent and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and the other parties thereto.

 

W I T N E S S E T H:

 

WHEREAS, the Borrowers, the Lenders and the Administrative Agent are parties to the Credit Agreement;

 

WHEREAS, the Company has requested certain amendments 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 parties hereto hereby agree as follows:

 

1.                                      Defined Terms. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Credit Agreement.

 

2.                                      Amendments to Credit Agreement.

 

(a)                            The definition of “Pounds Sterling” in Section 1.01 of the Credit Agreement is amended by inserting “and ‘£’” after “Pounds Sterling”.

 

(b)                            The definition of “IME” in Section 1.01 of the Credit Agreement is amended by inserting the following sentence as the last sentence thereof: “The term ‘IME’ shall include any public limited company (plc) into which Iron Mountain Europe Limited is converted.”

 

(c)                             Section 9.08(v) of the Credit Agreement is amended by deleting “$600,000,000” at the end of clause (B) and replacing it with: “£400,000,000”.

 

(d)                            The second clause (v) of Section 9.08 shall be renumbered clause (vi) and the remaining clause shall be renumbered clause (vii).

 

3.                                      Representations and Warranties. On and as of the date hereof, each of the Parent and the Company hereby confirms, reaffirms and restates the representations and warranties set forth in Section 8 of the Credit Agreement and the representations and warranties in the Basic Documents mutatis mutandis, except to the extent that such representations and warranties expressly relate to a specific earlier date in which case the Parent and the Company each hereby confirms, reaffirms and restates such representations and warranties as of such earlier date. Each of

 



 

the Parent and the Company represents and warrants that, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

 

4.                                      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)                            Amendment. The Administrative Agent shall have received this Amendment executed and delivered by the Administrative Agent, the Parent, the Company, each of the other Borrowers, and the 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 Parent, the Company, the Canadian Borrower and each Subsidiary Guarantor.

 

5.                                      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.

 

6.                                      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.

 

7.                                      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.

 

8.                                      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.

 

9.                                      Loan Document; Integration. This Amendment shall constitute a Basic Document. This Amendment and the other Basic Documents represent the agreement of each 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.

 

10. 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.

 

11.                               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

 

 

 

 

 

IRON MOUNTAIN INFORMATION

 

MANAGEMENT, LLC (f/k/a Iron Mountain Information Management, Inc.)

 

 

 

 

 

By:

/s/ J.P. Lawrence

 

 

Name: J.P. Lawrence

 

 

Title: Senior Vice President and Treasurer

 

 

 

 

 

IRON MOUNTAIN FULFILLMENT SERVICES, INC.
IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC.

 

IRON MOUNTAIN GLOBAL HOLDINGS, INC.
(f/k/a Iron Mountain Global Holdings, LLC)

 

IRON MOUNTAIN GLOBAL, LLC

 

IRON MOUNTAIN US HOLDINGS, INC.

 

IRON MOUNTAIN SECURE SHREDDING, INC. IRON MOUNTAIN HOLDINGS GROUP, INC.

 

IRON MOUNTAIN INFORMATION MANAGEMENT SERVICES, INC.

 

 

 

 

 

By:

/s/ J.P. Lawrence

 

 

Name: J.P. Lawrence

 

 

Title: Senior Vice President and Treasurer

 

 

 

 

 

IRON MOUNTAIN CANADA OPERATIONS ULC

 

 

 

 

 

By:

/s/ J.P. Lawrence

 

 

Name: J.P. Lawrence

 

 

Title: Senior Vice President and Treasure

 



 

 

IRON MOUNTAIN SWITZERLAND GMBH

 

 

 

 

 

By:

/s/ Christopher LaRochelle

 

 

Name: Christopher LaRochelle

 

 

Title: Managing Director

 

 

 

 

 

IRON MOUNTAIN EUROPE LIMITED

 

 

 

 

 

By:

/s/ Roderick Day

 

 

Name: Roderick Day

 

 

Title: Director

 

 

 

 

 

IRON MOUNTAIN AUSTRALIA PTY LTD.

 

 

 

 

 

By:

/s/ Ernest W. Cloutier

 

 

Name: Ernest W. Cloutier

 

 

Title: Director

 

 

 

 

 

IRON MOUNTAIN DO BRASIL LTDA.

 

 

 

 

 

By:

/s/ Luiz Alves

 

 

Name: Luiz Alves

 

 

Title: President

 

 

 

 

 

By:

/s/ Wilson Fernandes

 

 

Name: Wilson Fernandes

 

 

Title: Chief Finance Officer

 

 

 

 

 

IRON MOUNTAIN HOLDINGS (EUROPE) LIMITED

 

 

 

 

 

By:

/s/ Roderick Day

 

 

Name: Roderick Day

 

 

Title: Director

 

 

 

 

 

IRON MOUNTAIN (UK) LIMITED

 

 

 

 

 

By:

/s/ Patrick Keddy

 

 

Name: Patrick Keddy

 

 

Title: Director

 



 

 

IRON MOUNTAIN LUXEMBOURG SERVICES S.A.R.L., LUXEMBOURG, SCHAFFHAUSEN BRANCH

 

 

 

 

 

By:

/s/ Christopher LaRochelle

 

 

Name: Christopher LaRochelle

 

 

Title: Authorized Manager

 

 

 

 

 

IRON MOUNTAIN SECURE SHREDDING CANADA, INC.

 

 

 

 

 

By:

/s/ J.P. Lawrence

 

 

Name: J.P. Lawrence

 

 

Title: Senior Vice President and Treasurer

 

 

 

 

 

IRON MOUNTAIN INFORMATION MANAGEMENT SERVICES CANADA, INC.

 

 

 

 

 

By:

/s/ J.P. Lawrence

 

 

Name: J.P. Lawrence

 

 

Title: Senior Vice President and Treasurer

 

 

 

 

 

IRON MOUNTAIN INTERNATIONAL HOLDINGS B.V.

 

 

 

 

 

By:

/s/ Roderick Day

 

 

Name: Roderick Day

 

 

Title: Director

 

 

 

 

 

By:

/s/ Marc Duale

 

 

Name: Marc Duale

 

 

Title: Director

 

 

 

 

 

By:

/s/ TMF Management B.V.

 

 

Name: TMF Management B.V.

 

 

Title: Director

 

 

 

 

 

 

/s/ R.M. Forterie

 

 

R.M. Forterie

 

 

Proxy Holder A

 

 

 

 

 

 

 

 

/s/ J.T. van Der Linden

 

 

J.T. van Der Linden

 

 

Proxy Holder B

 



 

 

JPMORGAN CHASE BANK, N.A., as Administrative Agent, Lender, Swingline Lender and Issuing Bank

 

 

 

 

 

By:

/s/ Gene R. Riego de Dios

 

 

Name: Gene R. Riego de Dios

 

 

Title: Vice President

 



 

 

JPMORGAN CHASE BANK, N.A. TORONTO BRANCH, as Canadian Administrative Agent, Lender, Swingline Lender and Issuing Bank

 

 

 

 

 

By:

/s/ Gene R. Riego de Dios

 

 

Name: Gene R. Riego de Dios

 

 

Title: Vice President

 


 

 

Signature page to the Fourth Amendment to the

 

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

 

Credit Agreement

 

 

 

Bank of America, N.A.

 

 

 

 

 

By:

/s/ John F. Lynch

 

 

Name: John F. Lynch

 

 

Title: S.V.P.

 



 

 

Signature page to the Fourth Amendment to the

 

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

 

Credit Agreement

 

 

 

Bank of America, N.A. (Canada branch)

 

 

 

 

 

By:

/s/ Medina Sales de Andrade

 

 

Name: Medina Sales de Andrade

 

 

Title: Vice President

 



 

 

Signature page to the Fourth Amendment to the

 

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

 

Credit Agreement

 

 

 

RBS Citizens, N.A.

 

 

 

 

 

By:

/s/ Cheryl Carangelo

 

 

Name: Cheryl Carangelo

 

 

Title: Senior Vice President

 



 

 

Signature page to the Fourth Amendment to the

 

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

 

Credit Agreement

 

 

 

 

 

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

 

 

 

By:

/s/ Pamela Donnelly

 

 

Name: Pamela Donnelly

 

 

Title: Managing Director

 

 

 

 

 

 

 

By:

/s/ Gordon Yip

 

 

Name: Gordon Yip

 

 

Title: Director

 



 

 

Signature page to the Fourth Amendment to the

 

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

 

Credit Agreement

 

 

 

 

 

BARCLAYS BANK PLC

 

 

 

 

 

By:

/s/ Irina Dimova

 

 

Name: Irina Dimova

 

 

Title: Vice President

 



 

 

Signature page to the Fourth Amendment to the

 

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

 

Credit Agreement

 

 

 

 

 

Wells Fargo Bank, N.A.

 

 

 

 

 

By:

/s/ Thomas Molitor

 

 

Name: Thomas Molitor

 

 

Title: Managing Director

 



 

 

Signature page to the Fourth Amendment to the

 

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

 

Credit Agreement

 

 

 

 

 

THE BANK OF NOVA SCOTIA

 

 

 

 

 

By:

/s/ Michelle C. Phillips

 

 

Name: Michelle C. Phillips

 

 

Title: Director & Execution Head

 



 

 

Signature page to the Fourth Amendment to the

 

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

 

Credit Agreement

 

 

 

 

 

Morgan Stanley Bank, N.A.

 

 

 

 

 

By:

/s/ Nick Zangari

 

 

Name: Nick Zangari

 

 

Title: Authorized Signatory

 


 

Signature page to the Fourth Amendment to the

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

Credit Agreement

 

 

 

T.D. BANK, N.A.

 

 

 

 

 

By:

/s/ Alan Garson

 

 

Name: Alan Garson

 

 

Title: Senior Vice President

 



 

Signature page to the Fourth Amendment to the

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

Credit Agreement

 

 

 

PNC Bank, National Association

 

 

 

 

 

By:

/s/ Michael Richards

 

 

Name: Michael Richards

 

 

Title: Senior Vice President

 



 

Signature page to the Fourth Amendment to the

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

Credit Agreement

 

 

PNC BANK CANADA BRANCH

 

 

 

 

 

 

By:

/s/ Caroline Stade

 

 

Name: Caroline Stade

 

 

Title: Senior Vice President

 



 

Signature page to the Fourth Amendment to the

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

Credit Agreement

 

 

 

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

 

 

 

 

 

By:

/s/ Raveet Mumick

 

 

Name: Raveet Mumick

 

 

Title: Director

 



 

Signature page to the Fourth Amendment to the

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

Credit Agreement

 

 

 

HSBC Bank PLC

 

 

 

 

 

By:

/s/ Ian Sparkes

 

 

Name: Ian Sparkes

 

 

Title: Senior Corporate Banking Manager

 



 

Signature page to the Fourth Amendment to the

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

Credit Agreement

 

 

 

Sumitomo Mitsui Banking Corporation

 

 

 

 

 

By:

/s/ David W. Kee

 

 

Name: David W. Kee

 

 

Title: Managing Director

 



 

Signature page to the Fourth Amendment to the

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

Credit Agreement

 

 

 

ROYAL BANK OF CANADA

 

 

 

 

 

By:

/s/ Brian Gross

 

 

Name: Brian Gross

 

 

Title: Authorized Signatory

 



 

Signature page to the Fourth Amendment to the

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

Credit Agreement

 

 

 

The Huntington National Bank

 

 

 

 

 

By:

/s/ Jared Shaner

 

 

Name: Jared Shaner

 

 

Title: Assistant Vice President

 


 

 

Signature page to the Fourth Amendment to the

 

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

 

Credit Agreement

 

 

 

 

 

People’s United Bank

 

 

 

 

 

By:

/s/ Yvette D. Hawkins

 

 

Name: Yvette D. Hawkins

 

 

Title: Vice President

 



 

 

Signature page to the Fourth Amendment to the

 

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

 

Credit Agreement

 

 

 

 

 

WEBSTER BANK, N.A.

 

 

 

 

 

By:

/s/ Raymond C. Hoefling

 

 

Name: Raymond C. Hoefling

 

 

Title: Senior Vice President

 



 

 

Signature page to the Fourth Amendment to the

 

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

 

Credit Agreement

 

 

 

 

 

GOLDMAN SACHS BANK USA

 

 

 

 

 

By:

/s/ Michelle Latzoni

 

 

Name: Michelle Latzoni

 

 

Title: Authorized Signatory

 



 

EXHIBIT A

 

ACKNOWLEDGMENT AND CONFIRMATION

 

ACKNOWLEDGMENT AND CONFIRMATION, dated as of June 19, 2014 (this “Acknowledgment and Confirmation”) made by each of the signatories hereto.

 

1.                                      Reference is made to the Fourth Amendment, dated as of June 19, 2014 (the “Amendment”), to the Credit Agreement, dated as of June 27, 2011 (as amended, supplemented or otherwise modified from time to time, the (“Credit Agreement”), among IRON MOUNTAIN INCORPORATED, a Delaware corporation (the “Parent”), IRON MOUNTAIN INFORMATION MANAGEMENT, LLC (f/k/a Iron Mountain Information Management, Inc.), a Delaware limited liability company (the “Company”), each of the other Borrowers party thereto, JPMORGAN CHASE BANK, TORONTO BRANCH, as Canadian Administrative Agent and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and the other parties thereto.

 

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;

 

(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; and

 

(c)                                  all of the representations and warranties made by it set forth in each such Basic Document are reaffirmed and restated mutatis mutandis, except to the extent that such representations and warranties expressly relate to a specific earlier date in which case such party hereby confirms, reaffirms and restates such representations and warranties as of such earlier date.

 

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

 

IRON MOUNTAIN INFORMATION

 

MANAGEMENT, LLC (f/k/a Iron Mountain Information Management, Inc.; successor by merger to Iron Mountain Statutory Trust-1998, Iron Mountain Statutory Trust-1999, Iron Mountain Statutory Trust-2001,

 

Treeline Services Corporation and Mountain Real Estate Assets, Inc.)

 

IRON MOUNTAIN FULFILLMENT SERVICES, INC. IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC.

 

IRON MOUNTAIN GLOBAL HOLDINGS, INC. (f/k/a Iron Mountain Global Holdings, LLC)

 

IRON MOUNTAIN GLOBAL, LLC

 

MOUNTAIN RESERVE III, INC.

 

NETTLEBED ACQUISITION CORP.

 

IRON MOUNTAIN US HOLDINGS, INC.

 

IRON MOUNTAIN SECURE SHREDDING, INC. IRON MOUNTAIN HOLDINGS GROUP, INC.

 

IRON MOUNTAIN INFORMATION MANAGEMENT SERVICES, INC.

 

 

 

 

 

By:

 

 

 

Name: J.P. Lawrence

 

 

Title: Senior Vice President and Treasurer

 

 

 

 

 

IRON MOUNTAIN CANADA OPERATIONS ULC

 

 

 

 

 

By

 

 

 

Name: J.P. Lawrence

 

 

Title: Senior Vice President and Treasurer