EXHIBIT 10.1
AMENDMENT NO. 1 AND CONSENT TO LEASE AGREEMENT
AMENDMENT NO. 1 AND CONSENT TO LEASE AGREEMENT dated as of March 15, 2002
between IRON MOUNTAIN INFORMATION MANAGEMENT, INC. (f/k/a "Iron Mountain Records
Management, Inc."), a Delaware corporation ("LESSEE") and IRON MOUNTAIN
STATUTORY TRUST - 1998, a Connecticut statutory trust ("OWNER"), and consented
to by each of the Agent Bank and the LC Issuer listed on the signature pages
hereto.
Lessee and Owner are parties to a certain Lease Agreement between Owner and
Lessee dated as of October 1, 1998 (as amended and supplemented from time to
time, the "LEASE"). The Lease has been assigned to the Agent Bank pursuant to an
Assignment of Lease and Agency Agreement from Owner to Agent Bank and consented
to by Lessee dated as of October 1, 1998. Lessee has requested that Owner amend
the Lease with respect to certain defaults and related definitions, and Lessee
has requested that the Agent Bank and the LC Issuer consent to such changes.
Accordingly, the parties hereto agree as follows:
Section 1. DEFINITIONS. Except as otherwise defined in this Agreement,
terms defined in Appendix 1 to the Lease are used herein as defined
therein.
Section 2. AMENDMENTS. Subject to the terms and conditions contained
herein, the Lease is hereby amended as follows:
A. SECTION 22 (CONDITIONAL LIMITATIONS - EVENTS OF DEFAULTS AND REMEDIES).
Section 22(a) of the Lease is hereby by amended by deleting in its entirety
clause (xi) thereof and replacing it as follows:
"(xi) (i) one or more judgments, orders, decrees or arbitration awards
requiring Lessee or Guarantor to pay an aggregate amount of $5,000,000 or more
(exclusive of amounts covered by insurance issued by an insurer not an Affiliate
of the Guarantor) shall be rendered against Lessee or Guarantor in connection
with any single or related series of transactions, incidents or circumstances
and the same shall not be satisfied, vacated or stayed for a period of sixty
(60) consecutive days; or (ii) any judgment, writ, assessment, warrant of
attachment, tax lien or execution or similar process shall be issued or levied
against a substantial part of the property of the Lessee or Guarantor and the
same shall not be released, stayed, vacated, or otherwise dismissed within sixty
(60) days after issue or levy; or"
B. APPENDIX I - DEFINITIONS. The defined term "CREDIT AGREEMENT" set forth
in Appendix I to the Lease is hereby amended and restated as follows:
"CREDIT AGREEMENT shall mean the Fifth Amended and Restated Credit
Agreement dated as of March 15, 2002 among Guarantor and the other parties
thereto as amended, amended and restated, modified, extended, refinanced or
supplemented from time to time, except to the extent that the Operative
Documents refer to it as in effect on the date hereof."
Section 3. CONDITIONS OF EFFECTIVENESS. This Agreement shall become
effective as of the date hereof when, and only when, the Owner, the Agent Bank
and the LC Issuer shall have received a counterpart of this Agreement duly
executed by the parties hereto.
Section 4. REPRESENTATIONS AND WARRANTIES. As of the date hereof, Lessee
hereby represents and warrants to Owner, the LC Issuer, the Agent Bank, the
Lenders and their respective counsel that:
A. the representations and warranties made by Lessee in each Operative
Document to which it is a party are true and correct in all material respects on
and as of the date hereof, as though made on and as of such date (or, if any
such representation or warranty is expressly stated to have been made as of a
specific date, as of such specific date); and
B. no event has occurred and is continuing under any Operative Document
that constitutes a Default or an Event of Default.
Section 5. MISCELLANEOUS. Except as herein provided, the Lease and each of
the other Operative Documents shall remain unchanged and in full force and
effect. Upon the effectiveness of this Agreement, on and after the date hereof,
each reference in any Operative Document to the Lease shall mean and be a
reference to the Lease as amended hereby. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument and any of the parties hereto may execute this Agreement by
signing any such counterpart. This Agreement shall be governed by, and construed
in accordance with, the law of the Commonwealth of Massachusetts.
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IN WITNESS WHEREOF, the parties hereunto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
LESSEE:
IRON MOUNTAIN INFORMATION
MANAGEMENT, INC.
By: /s/ J.P. Lawrence
--------------------------------
Name: J.P. Lawrence
Title: Vice President and
Treasurer
OWNER:
IRON MOUNTAIN STATUTORY TRUST - 1998
By: First Union National Bank, not
in its individual capacity, but
solely as trustee
By: /s/ Timothy A. Donmoyer
--------------------------------
Name: Timothy A. Donmoyer
Title: Vice President
Consented to by:
AGENT BANK:
THE BANK OF NOVA SCOTIA
By: /s/ T.M. Pitcher
--------------------------------
Name: T.M. Pitcher
Title: Authorized Signatory
LC ISSUER:
BTM CAPITAL CORPORATION
By: /s/ Paul F. Nolan
--------------------------------
Name: Paul F. Nolan
Title: Senior Vice President