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Exhibit 10.1
EXECUTION VERSION
FIRST AMENDMENT
FIRST AMENDMENT, dated as of July 9, 2003 (the "AMENDMENT"), to the
Fifth Amended and Restated Credit Agreement, dated as of March 15, 2002 (as
amended, the "CREDIT AGREEMENT"), among IRON MOUNTAIN INCORPORATED, a
Pennsylvania corporation (the "COMPANY"), IRON MOUNTAIN CANADA CORPORATION
(formerly known as Pierce Leahy Canada Company), 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"), FLEET NATIONAL BANK, as documentation agent, J.P. MORGAN SECURITIES
INC., as arranger and book manager, J.P. MORGAN BANK CANADA, as Canadian
Administrative Agent, and JPMORGAN CHASE BANK, as administrative agent for the
Lenders (in such capacity, the "ADMINISTRATIVE AGENT").
W I T N E S S E T H:
WHEREAS, the Company has requested that the Lenders and the
Administrative Agent agree to the amendments to the Credit Agreement set forth
below, and the Lenders parties hereto and the Administrative Agent agree to such
amendments upon the terms set forth herein;
NOW, THEREFORE, in consideration of the respective covenants and
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, 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 SECTION 9.24 (INVESTMENTS IN EXCLUDED
SUBSIDIARIES). Section 9.24 is hereby amended to read in its entirety as
follows:
"The Company will not, and will not permit any of its Subsidiaries
(other than its Excluded Subsidiaries), to make any advance, loan or other
extension of credit to, or any other Investment in, or Guarantee any
Indebtedness of, any Excluded Subsidiary or any other person organized
outside of the United States or principally conducting its business outside
the United States if, after giving effect thereto, the aggregate
outstanding amount of such Investments and Guaranties (other than (a)
Guaranties permitted under clause (viii) of the definition of "Permitted
Indebtedness" in Section 1.01 hereof, (b) the Guaranties by the Company and
its Subsidiaries of (x) the Pierce 1998 Senior Notes and (y) Indebtedness
under the Canadian Commitments, and (c) Investments by the Company in Iron
Mountain Canada Corporation to finance the payment by Iron Mountain Canada
Corporation of principal, interest and other amounts due in respect of the
Pierce 1998 Senior Notes) made after July 9, 2003 is greater than
$400,000,000 (with the applicable exchange rate for any Investment or
Guaranty or repayment thereof determined by reference to the relevant
Exchange Rate in effect at the time of such Investment or Guaranty or
repayment)."
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3. AMENDMENT TO SECTION 11 (THE ADMINISTRATIVE AGENT). J.P. Morgan
Bank Canada hereby resigns as Canadian Administrative Agent and the Majority
Lenders, in consultation with the Company, hereby appoint JPMorgan Chase Bank,
Toronto Branch, as its successor. JPMorgan Chase Bank, Toronto Branch hereby
accepts such appointment as Canadian Administrative Agent. As of the
Effectiveness Date, as defined below, all provisions of the Credit Agreement,
including but not limited to Section 11 thereof, shall apply to JPMorgan Chase
Bank, Toronto Branch, upon the same terms and subject to the same conditions as
provided in Section 11 thereof, MUTATIS MUTANDIS. This Section 3 of the
Amendment shall become effective immediately upon receipt of the signature pages
executed by the Majority Lenders and the Company, without regard to the other
conditions precedent set forth in Section 6 hereof.
4. AMENDMENT TO SECTION 12.02 (NOTICES). Section 12.02 is hereby
amended by deleting the Address for Notices with regard to the Canadian
Administrative Agent referred to therein and replacing it in its entirety with
the information contained in Exhibit A hereto.
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 Borrower hereby confirms, reaffirms
and restates such representations and warranties as of such earlier date.
6. EFFECTIVENESS. This Amendment shall become effective immediately
upon: (i) execution by the Majority Lenders and the Company and (ii) the payment
by the Company to the Administrative Agent, on behalf of each Lender that
executes and delivers a counterpart of this Amendment, of an amendment fee in an
amount equal to 0.05% of each such Lender's Commitment (the "EFFECTIVENESS
DATE").
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 date hereof and the satisfaction of the conditions contained in
this Amendment, 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. The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender under the Credit Agreement, nor constitute a waiver of any provisions
of the Credit Agreement. Except as expressly amended herein, all of the
provisions and covenants of the Credit Agreement are and shall continue to
remain in full force and effect in accordance with the terms thereof and are
hereby in all respects ratified and confirmed.
2
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10. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW 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) and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Any
executed counterpart delivered by facsimile transmission shall be effective as
for all purposes hereof.
3
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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/ John F. Kenny, Jr.
-----------------------
Name: John F. Kenny, Jr.
Title: EVP & CFO
4
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JPMORGAN CHASE BANK, as
Administrative Agent
By: /s/ Robert T. Sacks
--------------------
Name: Robert T. Sacks
Title: Managing Director
JPMORGAN CHASE BANK, as
a Lender
By: /s/ Robert T. Sacks
--------------------
Name: Robert T. Sacks
Title: Managing Director
5
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J.P. MORGAN BANK CANADA
as former Canadian Administrative Agent,
By: /s/ Christine Chan
-------------------
Name: Christine Chan
Title: Vice President
6
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JPMORGAN CHASE BANK,
TORONTO BRANCH
as new Canadian Administrative Agent
and as a Lender,
By: /s/ Christine Chan
-------------------
Name: Christine Chan
Title: Vice President
7
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AERIES FINANCE-II LTD.
By:INVESCO Senior Secured Management, Inc.
As Sub-Managing Agent
By: /s/ Thomas H.B. Ewald
----------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
8
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AIM FLOATING RATE FUND
By:INVESCO Senior Secured Management, Inc.
As Attorney in fact
By: /s/ Thomas H.B. Ewald
----------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
9
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AIMCO CDO Series 2000-A
By: /s/
---------------------
Name:
Title:
By: /s/
---------------------
10
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AIMCO CLO Series 2001-A
By: /s/
---------------------
Name:
Title:
By: /s/
---------------------
11
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ALLSTATE LIFE INSURANCE COMPANY
By: /s/
---------------------
Name:
Title:
By: /s/
---------------------
12
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APEX (IDM) CDO I, LTD.
----------------------
ELC (CAYMAN) LTD. 2000-I
------------------------
By: David L. Babson & Company Inc. as Collateral
Manager
By: /s/ Adrienne Musgnug
---------------------
Name: Adrienne Musgnug
Title: Managing Director
MAPLEWOOD (CAYMAN) LIMITED
--------------------------
By: David L. Babson & Company Inc. under
delegated authority from Massachusetts Mutual Life
Insurance Company as Investment Manager
By: /s/ Adrienne Musgnug
---------------------
Name: Adrienne Musgnug
Title: Managing Director
SIMSBURY CLO, LIMITED
---------------------
By: David L. Babson & Company Inc. under
delegated authority from Massachusetts Mutual Life
Insurance Company as Investment Manager
By: /s/ Adrienne Musgnug
---------------------
Name: Adrienne Musgnug
Title: Managing Director
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
-----------------
By: David L. Babson & Company Inc. Insurance as
Investment Manager
By: /s/ Adrienne Musgnug
---------------------
Name: Adrienne Musgnug
Title: Managing Director
13
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APEX (Trimaran) CDO I, LTD.
By Trimaran Advisors, L.L.C.
By: /s/ David M. Millison
----------------------
Name: David M. Millison
Title: Managing Director
14
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ARAB BANK plc
By: /s/ Thomas J. Butler
---------------------
Name: Thomas J. Butler
Title: Senior Vice President
15
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AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /s/ Thomas H.B. Ewald
----------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
16
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AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /s/ Thomas H.B. Ewald
----------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
17
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BALLYROCK CDO I Limited,
By: BALLYROCK Investment Advisors LLC,
as Collateral Manager
By: /s/ Lisa Rymut
---------------
Name: Lisa Rymut
Title: Assistant Treasurer
18
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The Bank of New York
By: /s/ Kenneth P. Sneider
-----------------------
Name: Kenneth P. Sneider
Title: Vice President
19
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The Bank of Nova Scotia
By: /s/ Todd S. Meller
-------------------
Name: Todd S. Meller
Title: Managing Director
20
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Bank One, NA
By: /s/ William Buhr
-----------------
Name: William Buhr
Title: Associate
21
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BEAR STEARNS CORPORATE LENDING INC.
By: /s/ Lawrence Alletto
---------------------
Name: Lawrence Alletto
Title: Authorized Signatory
22
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BIG SKY SENIOR LOAN FUND, LTD.
By: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/
---------------------
Name:
Title: Vice President
23
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Carlyle High Yield Partners II, Ltd.
By: /s/ Mark Alter
---------------
Name: Mark Alter
Title: Managing Director
24
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Carlyle High Yield Partners III, Ltd.
By: /s/ Mark Alter
---------------
Name: Mark Alter
Title: Managing Director
25
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Carlyle High Yield Partners IV, Ltd.
By: /s/ Mark Alter
---------------
Name: Mark Alter
Title: Managing Director
26
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CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc.
As Investment Advisor
By: /s/ Thomas H.B. Ewald
----------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
27
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CIBC Inc.
By: /s/ Lindsay Gordon
-------------------
Name: Lindsay Gordon
Title: Executive Director
CIBC World Markets Corp. As Agent
28
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Citizens Bank of Massachusetts
By: /s/ Amy D. Faber
-----------------
Name: Amy D. Faber
Title: Loan Officer
29
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COSTANTINUS EATON VANCE CDO V, LTD.
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/
------------------------
Name:
Title: Vice President
30
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Credit Lyonnais New York Branch
By: /s/ Scott R. Chappelka
-----------------------
Name: Scott R. Chappelka
Title: Vice President
31
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DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured Management, Inc.
As Investment Advisor
By: /s/ Thomas H.B. Ewald
-----------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
32
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Dresdner Bank AG - New York and Grand Cayman
By: /s/ Erika P. Walters-Engemann & Richard Filippi
------------------------------------------------
Name: Erika P. Walters-Engemann & Richard Filippi
Title: Director & Vice President
33
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EATON VANCE CDO III, LTD.
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/
-------------------------
Name:
Title: Vice President
34
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EATON VANCE CDO IV, LTD.
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/
-------------------------
Name:
Title: Vice President
35
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EATON VANCE SENIOR INCOME TRUST
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/
-------------------------
Name:
Title: Vice President
36
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EATON VANCE INSTITUTIONAL SENIOR
LOAN FUND
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/
-------------------------
Name:
Title: Vice President
37
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ERSTE BANK, NEW YORK BRANCH
By: /s/ Gregory T. Aptman
----------------------
Name: Gregory T. Aptman
Title: Vice President
By: /s/ Bryan Lynch
----------------
Name: Bryan Lynch
Title: First Vice President
38
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Fidelity Advisor Series II: Fidelity Advisor
Floating Rate High Income Fund
By: /s/ John H. Costello
---------------------
Name: John H. Costello
Title: Assistant Treasurer
39
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Fleet National Bank
By: /s/ Michael A. Palmer
-----------------------
Name: Michael A. Palmer
Title: Senior Vice President
40
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General Electric Capital Corporation
By: /s/ Robert M. Kadlick
-----------------------
Name: Robert M. Kadlick
Title: Duly Authorized Signatory
41
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GRAYSON & CO
BY: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR
By: /s/
-------------------------
Name:
Title: Vice President
42
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Gulf Stream-Compass CLO 2002-1, Ltd.
By: Gulf Stream Asset Management, LLC, as
collateral manager
By: /s/ Barry K. Love
-------------------
Name: Barry K. Love
Title: Chief Credit Officer
43
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HARBOUR TOWN FUNDING LLC
By: /s/ Ann E. Morris
------------------
Name: Ann E. Morris
Title: Assistant Vice President
44
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HSBC Bank USA
By: /s/ Renata E. Szirmai
----------------------
Name: Renata E. Szirmai
Title: Vice President
45
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ING PRIME RATE TRUST
By: ING Investments, LLC
as its investment manager
By: /s/ Brian S. Horton
--------------------
Name: Brian S. Horton
Title: Vice President
46
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ING SENIOR INCOME FUND
By: ING Investments, LLC
as its investment manager
By: /s/ Brian S. Horton
--------------------
Name: Brian S. Horton
Title: Vice President
47
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INVESCO CBO 2000-1 LTD.
By: INVESCO Senior Secured Management, Inc.
as Portfolio Advisor
By: /s/ Thomas H.B. Ewald
----------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
48
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JUPITER FUNDING TRUST
By: /s/ Ann E. Morris
------------------
Name: Ann E. Morris
Title: Authorized Agent
49
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JUPITER LOAN FUNDING LLC
By: /s/ Ann E. Morris
------------------
Name: Ann E. Morris
Title: Assistant Vice President
50
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KATONAH I, LTD.
By: /s/ Ralph Della Rocca
----------------------
Name: Ralph Della Rocca
Title: Authorized Officer
Katonah Capital, L.L.C., As Manager
51
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KATONAH III, LTD.
By: /s/ Ralph Della Rocca
----------------------
Name: Ralph Della Rocca
Title: Authorized Officer
Katonah Capital, L.L.C., As Manager
52
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LAGUNA FUNDING TRUST
By: /s/ Ann E. Morris
------------------
Name: Ann E. Morris
Title: Authorized Agent
53
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Madison Avenue CDO I, Ltd.
By: Metropolitan Life Insurance Company
as Collateral Manager
By: /s/ James R. Dingler
---------------------
Name: James R. Dingler
Title: Director
54
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Mariner CDO 2002, Ltd.
By: /s/
-------------------------
Name:
Title:
55
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Metropolitan Life Insurance Company
By: /s/ James R. Dingler
---------------------
Name: James R. Dingler
Title: Director
56
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ML CLO XV PILGRIM AMERICA
(CAYMAN) LTD.
By: ING Investments, LLC
as its investment manager
By: /s/ Brian S. Horton
--------------------
Name: Brian S. Horton
Title: Vice President
57
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OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1 LTD.
By: INVESCO Senior Secured Management, Inc.
as Subadvisor
By: /s/ Thomas H.B. Ewald
----------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
58
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OLYMPIC FUNDING TRUST, SERIES 1999-1
By: /s/ Ann E. Morris
------------------
Name: Ann E. Morris
Title: Authorized Agent
59
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OXFORD STRATEGIC INCOME FUND
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By: /s/
-------------------------
Name:
Title: Vice President
60
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PPM SHADOW CREEK FUNDING LLC
By: /s/ Ann E. Morris
------------------
Name: Ann E. Morris
Title: Assistant Vice President
61
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PPM SPYGLASS FUNDING TRUST
By: /s/ Ann E. Morris
------------------
Name: Ann E. Morris
Title: Authorized Agent
62
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The Prudential Insurance Company of America
By: Prudential Investment Management, Inc.
as Investment Advisor
By: /s/ Jill Brown
---------------
Name: Jill Brown
Title: Vice President
63
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PUTNAM DIVERSIFIED INCOME TRUST
By: /s/ Beth Mazor
---------------
Name: Beth Mazor
Title: V.P.
64
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Sankaty Advisors, LLC as Collateral
Manager for Castle Hill II - INGOTS,
Ltd., as Term Lender
By: /s/ Diane J. Exter
-------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
65
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Sankaty Advisors, LLC as Collateral
Manager for Great Point CLO 1999-1
Ltd., as Term Lender
By: /s/ Diane J. Exter
-------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
66
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Sankaty Advisors, LLC as Collateral
Manager for Race Point CLO, Limited,
as Term Lender
By: /s/ Diane J. Exter
-------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
67
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Sankaty High Yield Partners III, L.P.
By: /s/ Diane J. Exter
-------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
68
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SARATOGA CLO I, LIMITED
By: INVESCO Senior Secured Management, Inc.
as Asset Manager
By: /s/ Thomas H.B. Ewald
----------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
69
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SAWGRASS TRADING LLC
By: /s/ Ann E. Morris
------------------
Name: Ann E. Morris
Title: Assistant Vice President
70
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Seaboard CLO 2000 Ltd.
By: ORIX Capital Markets, LLC
Its Collateral Manager
By: /s/ Sheppard H.C. Davis, Jr.
-----------------------------
Name: Sheppard H.C. Davis, Jr.
Title: Managing Director
71
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SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By: /s/
----------------------
Name:
Title: Vice President
72
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SEQUILS-Glace Bay, Ltd.
By Royal Bank of Canada as Collateral Manager
By: /s/ Melissa Marano
-------------------
Name: Melissa Marano
Title: Partner
73
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SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management, Inc.
as Collateral Manager
By: /s/ Thomas H.B. Ewald
----------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
74
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The Sumitomo Trust & Bank Co., Ltd., New York
Branch
By: /s/ Elizabeth A. Quirk
-----------------------
Name: Elizabeth A. Quirk
Title: Vice President
75
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TORONTO DOMINION (NEW YORK), INC.
By: /s/ Stacey Malek
-----------------
Name: Stacey Malek
Title: Vice President
76
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UNION BANK of CALIFORNIA, N.A.
By: /s/ Albert W. Kelley
---------------------
Name: Albert W. Kelley
Title: Vice President
77
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VAN KAMPEN CLO II, LIMITED
By: Van Kampen Investment Advisory Corp.
as Collateral Manager
By: /s/ Darvin D. Pierce
---------------------
Name: Darvin D. Pierce
Title: Executive Director
78
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VAN KAMPEN SENIOR INCOME TRUST
By: Van Kampen Investment Advisory Corp.
By: /s/ Darvin D. Pierce
---------------------
Name: Darvin D. Pierce
Title: Executive Director
79
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WACHOVIA BANK, NATIONAL
ASSOCIATION
By: /s/ Michael Romanzo
--------------------
Name: Michael Romanzo
Title: Vice President
80
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Webster Bank
By: /s/ Carolyn Natale
-------------------
Name: Carolyn Natale
Title: Vice President
81
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WINGED FOOT FUNDING TRUST
By: /s/ Ann E. Morris
------------------
Name: Ann E. Morris
Title: Authorized Agent
82
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EXHIBIT A
NOTICE INFORMATION / WIRING INSTRUCTIONS
AGENT: JPMORGAN CHASE BANK , TORONTO BRANCH
ADDRESS: 200 Bay Street, Suite 1800
Royal Bank Plaza, South Tower
Toronto, Ontario
M5J 2J2
CREDIT CONTACT: Christine Chan
Vice President
Telephone: (416) 981-9123
Facsimile: (416) 981-9138
E-mail: Christine.Chan@jpmorgan.com
ADMINISTRATIVE CONTACT: Amanda Staff / Ramona Sankar
Corporate Banking Officer
Telephone: (416) 981-9235 / (416) 981-9144
Facsimile: (416) 981-9128
E-mail: Amanda.Staff@jpmorgan.com /
Ramona K Sankar@jpmorgan.com
PAYMENTS TO BE MADE AS FOLLOWS:
CANADIAN DOLLARS
ROYAL BANK OF CANADA
CORRESPONDENT BKG DIVISION, TORONTO
TRANSIT #: 07172
F/A: JPMORGAN CHASE BANK, TORONTO BRANCH
A/C #: 1000405
U.S. DOLLARS
JPMORGAN CHASE BANK, NEW YORK
SWIFT: CHASUS33
ABA: 021000021
F/A: JPMORGAN CHASE BANK, TORONTO BRANCH
A/C #: 400929821