CERTIFICATE OF OWNERSHIP AND MERGER
OF
IRON MOUNTAIN DATA PROTECTION SERVICES, INC.
(a Delaware corporation)
INTO
IRON MOUNTAIN RECORDS MANAGEMENT, INC.
(a Delaware corporation)
It is hereby certified that:
1. Iron Mountain Records Management, Inc. (hereinafter sometimes referred
to as the "Corporation") is a business corporation of the State of Delaware.
2. The Corporation is the owner of all of the outstanding shares of each
class of the stock of Iron Mountain Data Protection Services, Inc. ("IMDPS"),
which is also a business corporation of the State of Delaware.
3. On December 18, 1995, the Board of Directors of the Corporation adopted
the following resolutions to merger IMDPS into the Corporation:
RESOLVED: That IMDPS be merged into this Corporation, and that all of the
estate, property, rights, privileges, powers and franchises of
IMDPS be vested in and held and enjoyed by this Corporation as
fully and entirely and without change or diminution as the same
were before held and enjoyed by IMDPS in its name.
RESOLVED: That this Corporation shall assume all of the obligations of
IMDPS.
RESOLVED: That this Corporation shall cause to be executed and filed and/or
recorded the documents prescribed by the laws of the State of
Delaware and by the laws of any other appropriate jurisdiction and
will cause to be performed all necessary acts within the State of
Delaware and within any other appropriate jurisdiction.
RESOLVED: That the effective time of the Certificate of Ownership and Merger
setting forth a copy of these resolutions, and the time when the
merger therein
provided for shall become effective, shall be 11:59 p.m., December
31, 1995.
Executed on December 19, 1995.
IRON MOUNTAIN RECORDS
MANAGEMENT, INC.
By:/s/ Eugene B. Doggett
-----------------------------
Eugene B. Doggett
Executive Vice President
Attest:
/s/ Garry B. Watzke
- ---------------------------
Garry B. Watzke
Secretary
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CERTIFICATE OF OWNERSHIP AND MERGER
OF
METRO RECORDS MANAGEMENT, INC.
(a California corporation)
into
IRON MOUNTAIN RECORDS MANAGEMENT, INC.
(a Delaware corporation)
It is hereby certified that:
1. Iron Mountain Records Management, Inc. (hereinafter sometimes referred
to as the "Corporation") is a business corporation of the State of Delaware.
2. The Corporation is the owner of all of the outstanding shares of stock
of Metro Records Management, Inc., which is a business corporation of the State
of California.
3. The laws of the State of California, the jurisdiction of organization
of Metro Records Management, Inc., permit the merger of a business corporation
of that jurisdiction with a business corporation of another jurisdiction.
4. The laws of the State of Delaware, the jurisdiction of organization of
Iron Mountain Records Management, Inc., permit the merger of a business
corporation of that jurisdiction with a business corporation of another
jurisdiction.
5. The Corporation hereby merges Metro Records Management, Inc. into the
Corporation.
6. The following is a copy of the resolutions adopted on December 23, 1993
by the Board of Directors of the Corporation to merge the said Metro Records
Management, Inc. into the Corporation:
RESOLVED: That Metro Records Management, Inc. be merged into this
Corporation, and that all of the estate, property, rights,
privileges, powers, and franchises of Metro Records Management,
Inc. be vested in and held and enjoyed by this Corporation as
fully and entirely and without change or diminution as the same
were before held and enjoyed by Metro Records Management, Inc. in
its name.
RESOLVED: That this Corporation assume all of the obligations of Metro
Records Management, Inc.
RESOLVED: That this Corporation shall cause to be executed and filed and/or
recorded the documents prescribed by the laws of the State of
Delaware, by the laws of the State of California, and by the laws
of any other appropriate jurisdiction and will cause to be
performed all necessary acts within the jurisdiction of
organization of Metro Records Management, Inc. and of this
Corporation and in any other appropriate jurisdiction.
RESOLVED: That the effective time of the Certificate of Ownership and
Merger setting forth a copy of these resolutions shall be 11:59
p.m. on December 31, 1993, and that, insofar as the General
Corporation Law of the State of Delaware or the General
Corporation Law of the State of California shall govern the same,
said time shall be the effective merger time.
Executed on December 23, 1993.
IRON MOUNTAIN RECORDS
MANAGEMENT, INC.
By: /s/E.B. Doggett
----------------------------
Its Executive Vice President
Attest:
/s/ Garry B. Watzke
- ----------------------------
Its Secretary
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CERTIFICATE OF OWNERSHIP AND MERGER
OF
IRON MOUNTAIN/PACIFIC RECORDS MANAGEMENT, INC.
(a Delaware corporation)
INTO
IRON MOUNTAIN RECORDS MANAGEMENT, INC.
(a Delaware corporation)
It is hereby certified that:
1. Iron Mountain Records Management, Inc. (hereinafter sometimes referred
to as the "Corporation") is a business corporation of the State of Delaware.
2. The Corporation is the owner of all of the outstanding shares of each
class of the stock of Iron Mountain/Pacific Records Management, Inc. ("IM/PAC"),
which is also a business corporation of the State of Delaware.
3. On December 26, 1990, the Board of Directors of the Corporation adopted
the following resolutions to merge IM/PAC into the Corporation:
RESOLVED: That IM/PAC be merged into this Corporation, and that all of the
estate, property, rights, privileges, powers and franchises of
IM/PAC be vested in and held and enjoyed by this Corporation as
fully and entirely and without change or diminution as the same
were before held and enjoyed by IM/PAC in its name.
RESOLVED: That this Corporation shall assume all of the obligations of
IM/PAC.
RESOLVED: That this Corporation shall cause to be executed and filed and/or
recorded the documents prescribed by the laws of the State of
Delaware and by the laws of any other appropriate jurisdiction
and will cause to be performed all necessary acts within the
State of Delaware and within any other appropriate jurisdiction.
RESOLVED: That the effective time of the Certificate of Ownership and
Merger setting forth a copy of these resolutions, and the time
when the merger therein provided for shall become effective,
shall be 12:01 a.m., January 1, 1991.
Executed on December 26, 1990
IRON MOUNTAIN RECORDS
MANAGEMENT, INC.
By:/s/Eugene B. Doggett
---------------------------
Eugene B. Doggett
Executive Vice President
Attest:
/s/Garry B. Watzke
- ---------------------
Garry B. Watzke
Assistant Secretary
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
IRON MOUNTAIN INFORMATION SERVICES, INC.
Pursuant to Section 242
of the Corporation Law of the
State of Delaware
Iron Mountain Information Services, Inc. (hereinafter called the
"Corporation"), organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, does hereby certify as follows:
By written consent of the Board of Directors of the Corporation a
resolution was duly adopted, pursuant to Sections 141(f) and 242 of the General
Corporation Law of the State of Delaware, setting forth an amendment to the
Restated Certificate of Incorporation of the Corporation and declaring said
amendment to be advisable. All the stockholders of the Corporation duly approved
said proposed amendment by written consent in accordance with Sections 228 and
242 of the General Corporation Law of the State of Delaware. The resolution
setting forth the amendment is as follows:
RESOLVED: That Article FIRST of the Certificate of Incorporation be, and
it hereby is, amended to read in its entirety as follows:
"FIRST: The name of the Corporation is Iron Mountain Records
Management, Inc."
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this Certificate of Amendment to be signed by its Executive
Vice President and attested by its Assistant Secretary as of this 9th day of
November, 1990.
ATTEST: IRON MOUNTAIN INFORMATION
SERVICES, INC.
By:/s/Garry B. Watzke By:/s/Eugene B. Doggett
------------------------- ---------------------------
Garry B. Watzke Eugene B. Doggett
Assistant Secretary Executive Vice President
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
FRIGATE, LTD.
Pursuant to Section 242
of the Corporation Law of the
State of Delaware
Frigate, Ltd. (hereinafter called the "Corporation"), organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify as follows:
By written consent of the Board of Directors of the Corporation a
resolution was duly adopted, pursuant to Sections 141(f) and 242 of the General
Corporation Law of the State of Delaware, setting forth an amendment to the
Restated Certificate of Incorporation of the Corporation and declaring said
amendment to be advisable. The sole stockholder of the Corporation duly approved
said proposed amendment by written consent in accordance with Sections 228 and
242 of the General Corporation Law of the State of Delaware. The resolution
setting forth the amendment is as follows:
RESOLVED: That Article FIRST of the Certificate of Incorporation be, and it
hereby is, amended to read in its entirety as follows:
"FIRST: The name of the Corporation is Iron Mountain
Information Services, Inc."
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this Certificate of Amendment to be signed by its Vice
President and attested by its Assistant Secretary as of this 9th day of
November, 1989.
ATTEST: CRITERION RECORDS MANAGEMENT
CORPORATION
By:/s/Garry B. Watzke By:/s/Eugene B. Doggett
----------------------- ------------------------
Garry B. Watzke Eugene B. Doggett
Assistant Secretary Vice President
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Certificate of Incorporation
of
FRIGATE, LTD.
FIRST: The name of the corporation is Frigate, Ltd.
SECOND: The address of its registered office in the State of Delaware is
No. 229 South State Street in the City of Dover, County of Kent. The name of its
registered agent at such address is The Prentice-Hall Corporation System, Inc.
THIRD: The nature of the business or purposes to be conducted or promoted
is to carry on and to engage in any lawful business, act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware; and to possess and exercise all the powers and privileges granted by
the General Corporation Law of the State of Delaware or by any other law of the
State of Delaware or by this Certificate of Incorporation together with any
powers incidental thereto.
FOURTH: The total number of shares of all classes of stock which the
corporation shall have authority to issue is (i) 25,000 shares of Common Stock,
$.01 par value (the "Common Stock"), and (ii) 25,000 shares of Preferred Stock,
$.01 par value (the "Preferred Stock"). The following is a statement of the
designations and the powers, privileges and rights, and the qualifications,
limitations or restrictions thereof in respect of each class of capital stock of
the corporation.
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4.1 COMMON STOCK.
------------
4.1.1 General. The voting, dividend and liquidation rights of the holders
of the Common Stock are subject to and qualified by the rights of the holders of
the Preferred Stock.
4.1.2 Voting. The holders of shares of Common Stock are entitled to one
vote for each share held at all meetings of stockholders (and written actions in
lieu of meetings). There shall be no cumulative voting.
4.1.3 Dividends. Dividends may be declared and paid on the Common Stock
from funds lawfully available therefor when and as determined by the Board of
Directors and subject to any preferential dividend rights of any
then-outstanding Preferred Stock.
4.1.4 Liquidation. Upon the dissolution or liquidation of the corporation,
whether voluntary or involuntary, holders of Common Stock will be entitled to
receive the net assets of the corporation available for distribution to its
stockholders, subject to any preferential rights of any then-outstanding
Preferred Stock.
4.2 PREFERRED STOCK.
---------------
4.2.1 General. The rights, preferences, powers and privileges and the
restrictions, qualifications and limitations of the Preferred Stock are set
forth below. Authority is hereby expressly granted to the Board of Directors to
issue the Preferred Stock.
As used herein, the term "Junior Stock" shall mean, with respect to the
Preferred Stock, the Common Stock or any other equity security of the
corporation ranking junior to the Preferred Stock as to dividends or assets.
4.2.2 No Voting Rights. Except as otherwise required by the laws of the
State of Delaware, holders of shares of the Preferred Stock shall have no voting
rights.
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4.2.3 Dividends. The holders of the then-outstanding Preferred Stock shall
be entitled to receive, when and as declared by the Board, out of any funds
legally available therefor, dividends at the annual rate of $165.00 per share
payable quarterly in cash on the first day of January, April, July and October
of each year. To the extent that dividends are not paid in cash, dividends may,
at the election of the Board of Directors of the corporation, be paid in
additional shares of Preferred Stock in lieu of cash. Dividends on the Preferred
Stock shall be cumulative and shall accrue on each share of Preferred Stock from
the date of issue thereof. Dividends payable on the Preferred Stock for any
period less than a full quarter shall be computed on the basis of a 360-day
year. So long as any shares of the Preferred Stock are outstanding, the
corporation shall not declare, pay or set apart any dividend on any Junior Stock
(other than dividends payable in shares of Common Stock) or declare, make or set
apart any distribution on any Junior Stock unless concurrently therewith all
accrued dividends or distributions on the Preferred Stock, through the date of
such declaration, payment, making or setting apart of any dividend or
distribution on the Junior Stock, are declared, paid, made or set apart, as the
case may be.
4.2.4 Liquidation. In the event of any liquidation, dissolution or winding
up of the corporation, whether voluntary or involuntary, the holders of the
Preferred Stock (including any shares of Preferred Stock issued as a dividend
upon the Preferred Stock pursuant to Section 4.2.3 hereof) shall be entitled,
before any distribution or payment is made upon any shares of any Junior Stock,
to be paid an amount per share equal to $1,000.00 plus an amount equal to all
unpaid dividends thereon, if any, through the date of such payment to the
holders of the Preferred Stock before any payment shall be made to the
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holders of the Junior Stock, and the holders of the Preferred Stock shall not be
entitled to any further distribution of assets. If, upon any dissolution,
liquidation or winding up of the corporation, the net assets available for
distribution to the corporation's stockholders shall be insufficient to permit
payment to the holders of the Preferred Stock of the amount distributable as
aforesaid, the entire assets of the corporation to be so distributed shall be
distributed pro rata among the holders of the Preferred Stock. Upon any such
liquidation, dissolution or winding up, after the holders of the Preferred Stock
shall have been paid in full the amount to which they shall be entitled
hereunder, the remaining net assets of the corporation may be distributed to the
holders of the Junior Stock. Written notice of such liquidation, dissolution or
winding up, setting a payment date, the amount of the payment to holders of the
Preferred Stock, and the place where said amount shall be payable shall be given
not less than thirty (30) days prior to the payment date stated therein, to each
holder of record of the Preferred Stock. The liquidation preference provided for
herein with respect to the Preferred Stock shall be equitably adjusted to
reflect any combination or split-up with respect to the Preferred Stock.
4.2.5 Redemption.
----------
(a) Redemption of Preferred Stock. Shares of the Preferred Stock shall be
subject to redemption, at the option of the corporation exercised by vote of the
Board of Directors, at any time and from time to time, upon notice given as
hereinafter provided, at a price equal to $1,000.00 per share (the "Redemption
Price"), together with all accrued but unpaid dividends thereon. Any amounts
required to be paid pursuant to this Section 4.2.5 shall be paid by delivery of
cash or certified or official bank check.
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(b) Redemption Procedure. Not less than sixty (60) days' prior
written notice shall be given by mail, postage prepaid to the holders of record
of the Preferred Stock to be redeemed, addressed to each such holder at his post
office address as shown by the records of the corporation. Said notice shall
specify the manner of payment for the shares of Preferred Stock called for
redemption and the place at which and the date, which date shall not be a legal
holiday in Boston, Massachusetts, on which such shares will be redeemed and
shall specify the shares called for redemption. If such notice of redemption
shall have been duly given and if on or before the redemption date specified in
such notice the funds necessary for such redemption shall have been set aside so
as to be and continue to be available therefor, then, notwithstanding that any
certificate for shares so called for redemption shall not have been surrendered
for cancellation, after the close of business on such redemption date, the
shares so called for redemption shall no longer be deemed outstanding, the
dividends thereon shall cease to accrue, and all rights with respect to shares
so called for redemption, including the rights, if any, to receive notice and to
vote, shall forthwith after the close of business on such redemption date cease
and determine, except only the right of the holders thereof to receive the
amount payable upon redemption thereof. Subject to the provisions hereof, the
Board of Directors shall have authority to prescribe the manner in which the
Preferred Stock shall be redeemed from time to time.
(c) Redeemed or Otherwise Acquired Shares to be Retired. Any shares of the
Preferred Stock redeemed pursuant to this Section 4.2.5 or otherwise acquired by
the corporation in any manner whatsoever shall be permanently retired and shall
not under any
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circumstances be reissued; and the corporation may from time to time take such
appropriate corporate action as may be necessary to reduce the authorized
Preferred Stock accordingly.
(d) Shares to be Redeemed. All shares of Preferred Stock to be redeemed
shall be selected pro rata, and there shall be so redeemed from each registered
holder in whole shares, as nearly as practicable to the nearest share, that
proportion of all of the shares to be redeemed which the number of shares held
of record by such holder bears to the total number of the shares of Preferred
Stock at the time outstanding.
(e) All Past Dividends Must Be Paid Prior to Redemption. Except with the
consent of the holders of not less than 66-2/3% of the shares of Preferred Stock
at the time outstanding scheduled to be redeemed pursuant to this Section 4.2.5,
the corporation shall not purchase or redeem shares of Preferred Stock at the
time outstanding unless all dividends on such Preferred Stock for all past
dividend periods shall have been paid or declared and a sum sufficient for the
payment thereof set apart.
FIFTH: The name and mailing address of the incorporator are as follows:
NAME MAILING ADDRESS
---- ---------------
Bryan G. Tyson Sullivan & Worcester
One Post Office Square
Boston, Massachusetts 02109
SIXTH: The names and mailing addresses of the persons who are to serve as
directors until the first annual meeting of stockholders, or until their
successors are elected and qualify, are:
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NAME MAILING ADDRESS
---- ---------------
C. Richard Reese Schooner Capital Corporation
99 Bedford Street
Boston, Massachusetts 02111
Eugene B. Doggett Schooner Capital Corporation
99 Bedford Street
Boston, Massachusetts 02111
Jas. Murray Howe Sullivan & Worcester
One Post Office Square
Boston, Massachusetts 02109
SEVENTH: The corporation is to have perpetual existence.
EIGHTH: The stockholders of the corporation shall not be personally liable
for the payment of the corporation's debts to any extent whatever.
NINTH: The following additional provisions are inserted for the management
of the business and the conduct of the affairs of the corporation.
9.1 Except as otherwise provided in the Certificate of Incorporation or by
the By-Laws of the corporation as from time to time amended, the business and
affairs of the corporation shall be managed by its Board of Directors, and,
without limitation, the Board of Directors of the corporation is hereby
specifically authorized and empowered from time to time in its discretion:
(a) to make, alter, amend and repeal the By-Laws of the corporation; and
(b) to determine for any purpose and in any manner not inconsistent with
the other provisions of this Certificate of Incorporation the amount of the
gross assets, of the liabilities, of the net assets or of the net profits of the
corporation as the same exist or shall have existed at any time or for any
period or periods, and to create, increase, abolish or
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reduce any reserve or reserves for accrued, accruing or contingent liabilities
or expenses, including taxes and other charges.
9.2 The Board of Directors in its discretion may submit any contract,
transaction or act for approval or ratification at any annual meeting of the
stockholders or at any meeting of the stockholders called for the purpose of
considering any such contract, transaction or act, and any contract, transaction
or act that shall be approved or be ratified by the vote of the holders of a
majority of the stock of the corporation which is represented in person or by
proxy at such meeting and entitled to vote thereat (provided that a lawful
quorum of stockholders be there represented in person or by proxy) shall be as
valid and as binding upon the corporation and upon all of the stockholders of
the corporation as though it had been approved or ratified by every stockholder
of the corporation.
9.3 Meetings of the stockholders may be held without the State of
Delaware, if the By-Laws so provide. The books of the corporation may be kept
(subject to any statutory provision) outside the State of Delaware at such place
or places as may be from time to time designated by the Board of Directors or in
the By-Laws of the corporation. Elections of directors need not be by ballot
unless the By-Laws shall otherwise provide.
9.4 The corporation shall have power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, by reason of the fact that such person is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, trustee,
employee or agent of another corporation, partnership, joint venture, trust or
other entity to the fullest extent permitted by law or any agreement, vote of
stockholders or
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directors or otherwise, or by any By-Law of this corporation, but the adoption
of any such By-Law shall not be deemed to be exclusive of any other rights to
indemnification any such person may be entitled to under any law, agreement,
vote of stockholders or directors or otherwise.
TENTH: Whenever a compromise or arrangement is proposed between the
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
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ELEVENTH: No director shall be personally liable to the corporation or any
stockholder for monetary damages for breach of fiduciary duty as a director,
except, in addition to any and all other requirements for such liability, (i)
for any breach of such director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) to the extent
provided under Section 174 of Title 8 of the Delaware Code (relating to the
General Corporation Law of the State of Delaware) or any amendment thereto or
successor provision thereto, or (iv) for any transaction for which such director
derived an improper personal benefit. Neither the amendment nor repeal of this
Article ELEVENTH, nor the adoption of any provision of this certificate of
incorporation inconsistent with this Article ELEVENTH, shall eliminate or reduce
the effect of this Article ELEVENTH in respect of any matter occurring, or any
cause of action, suit or claim that, but for this Article ELEVENTH, would accrue
or arise, prior to such amendment, repeal, or adoption of an inconsistent
provision.
TWELFTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate hereby declaring and certifying that
this is my act and deed and the
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facts herein stated are true, and accordingly have hereunto set my hand this
fourth day of November, 1988.
/s/Bryan G. Tyson
--------------------------
Bryan G. Tyson
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