EXHIBIT 4.13


 










 


AMENDMENT NO. 1 TO


FIFTH
SUPPLEMENTAL INDENTURE


dated
as of February 23, 2007


among


IRON MOUNTAIN INCORPORATED,


THE GUARANTORS NAMED HEREIN,


AND


THE
BANK OF NEW YORK TRUST COMPANY, N.A.,


as
Trustee










 















 


TABLE OF CONTENTS


	
  

  	
   

  	
  Page

  
	
  ARTICLE 1. DEFINITIONS

  	
   

  	
  1

  
	
   

  	
  Section 1.1.

  	
   

  	
  Definitions.

  	
   

  	
  1

  
	
  ARTICLE 2. AMENDMENTS

  	
   

  	
  1

  
	
   

  	
  Section 2.1.

  	
   

  	
  Amendment to Section
  2.1(a) — Form and Dating — General.

  	
   

  	
  1

  
	
   

  	
  Section 2.2.

  	
   

  	
  Amendments to Section 2.5 — Redemption.

  	
   

  	
  2

  
	
   

  	
  Section 2.3.

  	
   

  	
  Amendments to Section 2.6(k) — Additional Covenants
  — Change of Control Offer.

  	
   

  	
  2

  
	
   

  	
  Section 2.4.

  	
   

  	
  Amendments to Exhibit A — Form of Notes.

  	
   

  	
  3

  
	
  ARTICLE 3.
  MISCELLANEOUS

  	
   

  	
  3

  
	
   

  	
  Section 3.1.

  	
   

  	
  Effect of Headings.

  	
   

  	
  3

  
	
   

  	
  Section 3.2.

  	
   

  	
  Successors and Assigns.

  	
   

  	
  3

  
	
   

  	
  Section 3.3.

  	
   

  	
  Separability Clause.

  	
   

  	
  3

  
	
   

  	
  Section 3.4.

  	
   

  	
  Governing Law.

  	
   

  	
  3

  
	
   

  	
  Section 3.5.

  	
   

  	
  Counterparts.

  	
   

  	
  3

  
	
   

  	
  Section 3.6.

  	
   

  	
  Ratification.

  	
   

  	
  4

  
	
   

  	
  Section 3.7.

  	
   

  	
  Trustee.

  	
   

  	
  4

  



 
















 


THIS AMENDMENT NO. 1 TO FIFTH SUPPLEMENTAL INDENTURE,
dated as of February 23, 2007 (“Amendment
No. 1”), is by and between IRON MOUNTAIN INCORPORATED, a Delaware
corporation (the “Company”), having its principal
office at 745 Atlantic Avenue, Boston, Massachusetts 02111, the Guarantors
signatory hereto, and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national
banking association, as trustee (the “Trustee”),
having its principal corporate trust office at 222 Berkeley Street, 2nd Floor, Boston, MA  02116.


WITNESSETH:


WHEREAS, the Company and the Trustee, as successor
trustee, are parties to that certain Senior Subordinated Indenture, dated as of
December 30, 2002 (the “Indenture”), to
provide for the issuance by the Company from time to time of Securities to be
issued in one or more series as provided in the Indenture;


WHEREAS, the Company and the Trustee, as successor
trustee, entered into that certain Fifth Supplemental Indenture, dated as of
January 19, 2007 (the “Fifth Supplemental
Indenture”), pursuant to Section 9.1(e) of the Indenture, to
supplement the Indenture and to provide for the form and terms for the sale of
€225,000,000 aggregate principal amount of the Company’s Securities (the “Notes”) on January 19, 2007;


WHEREAS, the Company desires to amend the Fifth
Supplemental Indenture pursuant to Section 9.1(d) of the Indenture to allow
Holders to buy and sell Notes in denominations of €50,000 and integral
multiples of €1,000 in excess thereof; and


WHEREAS, the Company represents that this Amendment
No. 1 provides additional benefits to the Holders and does not materially
adversely affect the legal rights of any Holder under the Indenture;


NOW, THEREFORE, for and in consideration of the
premises stated herein, and for other good and valuable consideration, the
adequacy, receipt and sufficiency of which are hereby acknowledged by the
parties hereto, the parties hereto hereby agree to enter into this Amendment
No. 1, for the equal and proportionate benefit of all Holders of Notes, as
follows:


ARTICLE 1.


DEFINITIONS


Section 1.1.   Definitions.


Capitalized terms used but not defined herein shall have the meanings
provided to them in the Fifth Supplemental Indenture or, if not defined herein
or therein, the Indenture.


ARTICLE 2.


AMENDMENTS


Section 2.1.   Amendment to Section
2.1(a) — Form and Dating — General. The last sentence of the first
paragraph of Section 2.1(a) is hereby amended, restated and replaced in its
entirety by the following:


The Notes shall be in denominations of €50,000 and integral multiples
of €1,000 in excess thereof.



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Section 2.2.   Amendments to Section
2.5 — Redemption. Clause (7) under § 3.10 of Section 2.5 is hereby amended,
restated and replaced in its entirety by the following:


(7)                                  that,
if the aggregate principal amount of Notes surrendered by Holders exceeds the
Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis (with such adjustments as
may be deemed to be appropriate by the Company so that only Notes in
denominations of €50,000, or integral multiples of  €1,000 in excess thereof, shall be purchased);
and


(b) The last paragraph of § 3.10 of Section 2.5 is
hereby amended, restated and replaced in its entirety by the following:


In the event the amount of Excess Proceeds to be
applied to an Asset Sale Offer would result in the purchase of a principal
amount of Notes which is not evenly divisible by €1,000, the Trustee shall
promptly refund to the Company the portion of such Excess Proceeds that is not
necessary to purchase the immediately lesser principal amount of Notes that is
so divisible.


Section 2.3.   Amendments to Section
2.6(k) — Additional Covenants — Change of Control Offer. The first sentence
of § 4.18 of Section 2.6(k) is hereby amended, restated and replaced in its
entirety by the following:


(a) Upon the occurrence of a Change of Control, each
Holder of Notes shall have the right to require the Company to repurchase all
or any part (equal to €50,000 or an integral multiple of €1,000 in excess
thereof) of such Holder’s Notes pursuant to the offer described below (the “Change
of Control Offer”) at an offer price in cash equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest to but excluding the
date of repurchase, and Additional Tax Amounts, if any (the “Change of Control
Payment”).


(b) Clause (7) under § 4.18(a) of Section 2.6(k) is
hereby amended, restated and replaced in its entirety by the following:


(7)                                  that Holders whose Notes are being purchased only
in part will be issued new Notes equal in principal amount to the unpurchased
portion of the Notes surrendered, which unpurchased portion must be equal to
€50,000 in principal amount or an integral multiple of  €1,000 in excess thereof.


(c) The first sentence of the
second paragraph under §  4.18(b)
of Section 2.6(k) is hereby amended, restated and replaced in its entirety by
the following:


The Paying Agent shall promptly mail to each Holder of
Notes so accepted the Change of Control Payment for such Notes, and the Trustee
shall promptly authenticate and mail to each Holder a new Note equal in
principal amount to any unpurchased portion of the Notes surrendered, if any;
provided that each such new Note shall be in a principal amount of €50,000 or an integral multiple of  €1,000
in excess thereof.


Section 2.4.   Amendments to Exhibit A — Form
of Notes.(a) The fourth sentence of the first paragraph of Section 7. — NOTICE OF REDEMPTION
is hereby amended, restated and replaced in its entirety by the following:



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The Notes in
denominations larger than €50,000 may be redeemed in part but only in integral
multiples of €1,000 in excess thereof, unless all the Notes held by a Holder
are to be redeemed.


(b) The first sentence of Section 11 — DENOMINATIONS, TRANSFER, EXCHANGE
is hereby amended, restated and replaced in its entirety by the following:


The Notes are in registered form without coupons in
minimum denominations of €50,000 and integral multiples of €1,000 in excess
thereof.


ARTICLE 3.


MISCELLANEOUS


Section 3.1.   Effect
of Headings.


The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.


Section 3.2.   Successors
and Assigns.


All covenants and agreements in this Amendment No. 1
by the Company shall bind its successors and assigns, whether so expressed or
not.


Section 3.3.   Separability
Clause.


In case any provision in
this Amendment No. 1 or shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


Section 3.4.   Governing
Law.


This Amendment No. 1 shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to any conflicts of law provisions (other than Section 5-1401 of the New
York General Obligations Law) that might cause this Fifth Supplemental
Indenture and the Notes to be governed by or construed or enforced in
accordance with the laws of any other jurisdiction.


Section 3.5.   Counterparts.


This Amendment No. 1 may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all of such counterparts shall together constitute but one and the same
instrument.



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Section 3.6.   Ratification.


Except as modified herein, all terms and conditions of
the Fifth Supplemental Indenture shall remain in full force and effect, which
terms and conditions the parties hereto, as applicable, hereby ratify and
affirm.


Section 3.7.   Trustee.


The Trustee makes no representations as to the
validity or sufficiency of the Fifth Supplemental Indenture.  The recitals and statements herein are deemed
to be those of the Company and not of the Trustee.


[The rest of this page has been
intentionally left blank.]



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IN WITNESS WHEREOF, the parties have caused this
Amendment No. 1 to be duly executed, and attested, all as of the date and year
first written above.


	
  

  	
   

  	
  IRON MOUNTAIN INCORPORATED

  
	
   

  	
   

  	
  By:

  	
  /s/ Garry B. Watzke

  
	
   

  	
   

  	
  Name:

  	
  Garry B. Watzke

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and General Counsel

  
	
   

  	
   

  	
  COMAC, INC.

  
	
   

  	
   

  	
  IRON MOUNTAIN INTELLECTUAL PROPERTY

     MANAGEMENT, INC.

  
	
   

  	
   

  	
  IRON MOUNTAIN GLOBAL, INC.

  
	
   

  	
   

  	
  IRON MOUNTAIN GOVERNMENT SERVICES

     INCORPORATED

  
	
   

  	
   

  	
  IRON MOUNTAIN INFORMATION MANAGEMENT, INC.

  
	
   

  	
   

  	
  MOUNTAIN REAL ESTATE ASSETS, INC.

  
	
   

  	
   

  	
  MOUNTAIN RESERVE III, INC.

  
	
   

  	
   

  	
  TREELINE SERVICES CORPORATION

  
	
   

  	
   

  	
  NETTLEBED ACQUISITION CORP.

  
	
   

  	
   

  	
  By:

  	
  /s/ Garry B. Watzke

  
	
   

  	
   

  	
  Name:

  	
  Garry B. Watzke

  
	
   

  	
   

  	
  Title:

  	
   Senior Vice
  President and General

     Counsel

  
	
   

  	
   

  	
  IRON MOUNTAIN GLOBAL
  LLC

  
	
   

  	
   

  	
  By:

  	
  Iron Mountain Global,
  Inc., its sole member

  
	
   

  	
   

  	
  By:

  	
  /s/ Garry B. Watzke

  
	
   

  	
   

  	
  Name:

  	
  Garry B. Watzke

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and General
  Counsel

  



 



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  IRON MOUNTAIN STATUTORY TRUST - 1998

  
	
   

  	
   

  	
  By:

  	
  U.S. BANK NATIONAL
  ASSOCIATION, not individually but as Owner Trustee under that certain Amended
  and Restated Owner Trust Agreement dated as of October 1, 1998, as
  amended

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ John Correia

  
	
   

  	
   

  	
   

  	
  Name:

  	
  John Correia

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
  IRON MOUNTAIN STATUTORY
  TRUST - 1999

  
	
   

  	
   

  	
  By:

  	
  U.S. BANK NATIONAL
  ASSOCIATION, not individually but as Owner Trustee under that certain Owner
  Trust Agreement dated as of July 1, 1999, as amended

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ John Correia

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  John Correia

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
  THE BANK OF NEW YORK
  TRUST COMPANY, N.A.

  
	
   

  	
   

  	
  By:

  	
  /s/ Peter M. Murphy

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter M. Murphy

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
							



 



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