Exhibit 10.1

 

August 25, 2014

 

INCREMENTAL TERM LOAN ACTIVATION NOTICE

 

To:                             JPMorgan Chase Bank, N.A. as Administrative Agent under the Credit Agreement referred to below

 

Reference is hereby made to the Credit Agreement (as modified and supplemented and in effect from time to time, the “Credit Agreement”), dated as of June 27, 2011, as amended by the First Amendment thereto, dated as of August 15, 2012, as amended by the Second Amendment thereto, dated as of January 31, 2013,  as amended by the Third Amendment thereto, dated as of August 7, 2013 and as amended by the Fourth Amendment thereto, dated as of June 19, 2014, among Iron Mountain Information Management, LLC (the “Company”), Iron Mountain Incorporated (the “Parent”), the other Borrowers from time to time party thereto, the lenders parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, and the other parties thereto.  Terms defined in the Credit Agreement and not defined herein are used herein as defined therein.

 

This notice is an Incremental Term Loan Activation Notice referred to in the Credit Agreement in connection with the establishment of a delayed draw incremental term loan facility of $400,000,000 (the “Incremental A Term Loan Facility”; the term loans thereunder, the “Incremental A Term Loans”) under Section 2.01(c) of the Credit Agreement. The Company and each of the Lenders signatory hereto (the “Incremental A Term Lenders”) hereby notify you that:

 

The amount of the Incremental A Term Loans implemented by this Incremental Term Loan Activation Notice is $400,000,000.

 

The commitment of each Incremental A Term Lender (the “Incremental A Term Loan Commitment”) to make an Incremental A Term Loan is set forth opposite such Incremental Term Lender’s name on Annex I attached hereto in the column titled “Incremental A Term Loan Commitment”.  Each Incremental A Term Lender agrees to make an Incremental A Term Loan to the Company in Dollars in the amount of its Incremental A Term Loan Commitment (or such lesser amount requested by the Company) on the Funding Date referred to below in accordance with funding procedures established by the Administrative Agent.

 

The funding date (which shall be a Business Day) for the Incremental A Term Loan Facility (the “Funding Date”) shall be on or prior to the date which is 30 days after the date hereof (such later date, the “Outside Date”).  The commitments of the Incremental A Term Lenders to make the Incremental A Term Loans shall terminate on the earlier of the Outside Date and the Funding Date.

 

The Incremental Term Maturity Date for the Incremental A Term Loan Facility is June 27, 2016.

 











 

The Incremental A Term Lenders and the Company hereby agree that (a) the amortization schedule relating to Incremental A Term Loans is set forth in Annex II attached hereto, (b) the Applicable Margin for the Incremental A Term Loan shall initially be 1.25% per annum for ABR Loans  and 2.25% per annum for Eurocurrency Loans and thereafter shall be determined in accordance with clause (a) of the definition of “Applicable Margin” set forth in the Credit Agreement (provided, that if the Applicable Margin (which, for such purposes only, shall be deemed to include all interest rate floors, recurring fees, upfront or similar fees or original issue discount (amortized over the shorter of (i) the weighted average life of such other Incremental Term Loans and (ii) four years) payable to all Lenders providing any other Incremental Term Loans but exclusive of any arrangement, syndication, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such other Incremental Term Loans) relating to such other Incremental Term Loans exceeds the Applicable Margin (as calculated pursuant to the foregoing) relating to the Incremental A Term Loans by more than 0.50%, the Applicable Margin relating to the Incremental A Term Loans shall be adjusted to be equal to the Applicable Margin (as calculated pursuant to the foregoing) relating to such other Incremental Term Loans minus 0.50%) and (c) the upfront fee payable to each Incremental A Term Lender shall be 0.2% of the Incremental A Term Loan made by such Incremental A Term Lender on the Funding Date (payable on the Funding Date).  The Company promises to repay to the Administrative Agent for the account of each Incremental A Term Lender the principal amount of such Incremental A Term Lender’s Incremental A Term Loan in accordance with Annex II hereto.

 

Except for prepayments made pursuant to Section 3.02(b) and (c) of the Credit Agreement, each borrowing, conversion and prepayment of principal of Incremental A Term Loans shall be in an aggregate principal amount equal to (a) in the case of Eurocurrency Loans, $1,000,000 or a larger multiple of $100,000 and (b) in the case of ABR Loans, $500,000 or a larger multiple of $100,000 (borrowings, conversions or prepayments of Loans of different Types or, in the case of Eurocurrency Loans, having different Interest Periods, at the same time hereunder to be deemed separate borrowings, conversions and prepayments for purposes of the foregoing); provided that the aggregate amount of the outstanding Incremental A Term Loans may be prepaid in full.  For the avoidance of doubt, the Incremental A Term Loans made available pursuant to this Incremental Term Loan Activation Notice shall be available in a single drawing on the Funding Date.

 

The Company, the Incremental A Term Lenders and the Administrative Agent hereby agree that, from and after the Incremental A Term Loan Closing Date, the Incremental A Term Loans funded pursuant to this Incremental Term Loan Activation Notice shall constitute Loans and Incremental Term Loans for all purposes under the Basic Documents.

 

The Company hereby represents and warrants that (i) no Default or Event of Default has occurred and is continuing on and as of the date hereof and (ii) the Company is in compliance on a pro forma basis with Sections 9.09 through 9.11 of the Credit Agreement on the date hereof as of the last day of the latest fiscal quarter.  The availability of the Incremental A Term Loans on the Funding Date shall be subject to satisfaction of the conditions set forth in Sections 2.01(c) and 7.02 of the Credit Agreement, the delivery of a notice of borrowing and the

 

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execution and delivery by the Obligors of reaffirmation agreements reasonably acceptable to the Administrative Agent.

 

This Incremental Term Loan Activation Notice shall be governed by, and construed in accordance with, the laws of the State of New York.

 

This Incremental Term Loan Activation Notice may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document.

 

JPMorgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank plc, Credit Agricole Corporate and Investment Bank and Wells Fargo Securities shall be the joint arrangers and bookrunners for the Incremental A Term Loan Facility.  The Bank of Nova Scotia, Goldman Sachs Bank USA, HSBC Bank USA, N.A., Morgan Stanley Senior Funding, Inc., PNC Bank, National Association, Royal Bank of Canada, and RBS Citizens, N.A. shall be the co-syndication agents for the Incremental A Term Loan Facility.

 

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IRON   MOUNTAIN INFORMATION MANAGEMENT, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Chris LaRochelle
    
	
 
    	
 
    	
Name:   Chris LaRochelle
    
	
 
    	
 
    	
Title:   Vice President and Assistant Treasurer
    


 

[Iron Mountain Information Management, LLC - Incremental A Term Loan Activation Notice]

 











 

	
 
    	
JPMORGAN   CHASE BANK, N.A., as an Incremental A Term Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Gene Riego de Dios
    
	
 
    	
 
    	
 
    	
Name:   Gene Riego de Dios
    
	
 
    	
 
    	
 
    	
Title:   Vice President
    


 

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Bank   of America, N.A., as an Incremental A Term Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Luanne T. Smith
    
	
 
    	
 
    	
 
    	
Name:   Luanne T. Smith
    
	
 
    	
 
    	
 
    	
Title:   VP
    


 

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BARCLAYS   BANK PLC, as an Incremental A Term Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Irina Dimova
    
	
 
    	
 
    	
 
    	
Name:   Irina Dimova
    
	
 
    	
 
    	
 
    	
Title:   Vice President
    


 

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CREDIT   AGRICOLE CORPORATE AND INVESTMENT BANK, as an Incremental A Term Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Gordon Yip
    
	
 
    	
 
    	
 
    	
Name:   Gordon Yip
    
	
 
    	
 
    	
 
    	
Title:   Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Mark Konevel
    
	
 
    	
 
    	
 
    	
Name:   Mark Konevel
    
	
 
    	
 
    	
 
    	
Title:   Managing Director
    


 

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Wells   Fargo Bank, N.A., as an Incremental A Term Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   David Mallett
    
	
 
    	
 
    	
 
    	
Name:   David Mallett
    
	
 
    	
 
    	
 
    	
Title:   Managing Director
    


 

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THE   BANK OF NOVA SCOTIA, as an Incremental A Term Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Michael Grad
    
	
 
    	
 
    	
 
    	
Name:   Michael Grad
    
	
 
    	
 
    	
 
    	
Title:   Director
    


 

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GOLDMAN   SACHS BANK USA, as an Incremental A Term Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Rebecca Kratz
    
	
 
    	
 
    	
 
    	
Name:   Rebecca Kratz
    
	
 
    	
 
    	
 
    	
Title:   Authorized Signatory
    


 

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HSBC   Bank USA, N.A., as an Incremental A Term Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Elise M. Russo
    
	
 
    	
 
    	
 
    	
Name:   Elise M. Russo
    
	
 
    	
 
    	
 
    	
Title:   Senior Vice President
    


 

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MORGAN   STANLEY BANK, N.A., as an Incremental A Term Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Michael King
    
	
 
    	
 
    	
 
    	
Name:   Michael King
    
	
 
    	
 
    	
 
    	
Title:   Authorized Signatory
    


 

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PNC   Bank, National Association, as an Incremental A Term Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Michael Richards
    
	
 
    	
 
    	
 
    	
Name:   Michael Richards
    
	
 
    	
 
    	
 
    	
Title:   Senior Vice President
    


 

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ROYAL   BANK OF CANADA, as an Incremental A Term Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Brian Gross
    
	
 
    	
 
    	
 
    	
Name:   Brian Gross
    
	
 
    	
 
    	
 
    	
Title:   Authorized Signatory
    


 

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RBS   CITIZENS, N.A., as an Incremental A Term Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Cheryl Carangelo
    
	
 
    	
 
    	
 
    	
Name:   Cheryl Carangelo
    
	
 
    	
 
    	
 
    	
Title:   Senior Vice President
    


 

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Sumitomo   Mitsui Banking Corporation, as an Incremental A Term Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   David W. Kee
    
	
 
    	
 
    	
 
    	
Name:   David W. Kee
    
	
 
    	
 
    	
 
    	
Title:   Managing Director
    


 

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THE   BANK OF TOKYO-MITSUBISHI UFJ, LTD., as an Incremental A Term Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Mustafa Khan
    
	
 
    	
 
    	
 
    	
Name:   Mustafa Khan
    
	
 
    	
 
    	
 
    	
Title:   Director
    


 

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Peoples   United Bank, as an Incremental A Term Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   David Denlinger
    
	
 
    	
 
    	
 
    	
Name:   David Denlinger
    
	
 
    	
 
    	
 
    	
Title:   Senior Vice President
    


 

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Webster   Bank, N.A., as an Incremental A Term Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Raymond C. Hoelling
    
	
 
    	
 
    	
 
    	
Name:   Raymond C. Hoelling
    
	
 
    	
 
    	
 
    	
Title:   Senior Vice President
    


 

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The   Huntington National Bank, as an Incremental A Term Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Jared Shaner
    
	
 
    	
 
    	
 
    	
Name:   Jared Shaner
    
	
 
    	
 
    	
 
    	
Title:   Vice President
    


 

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Acknowledged   this 25th day of
    	
 
    
	
August,   2014.
    	
 
    
	
 
    	
 
    
	
JPMORGAN   CHASE BANK, N.A.
    	
 
    
	
as   Administrative Agent
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   Gene Riego de Dios
    	
 
    
	
 
    	
Name:   Gene Riego de Dios
    	
 
    
	
 
    	
Title:   Vice President
    	
 
    


 

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Annex I

 

Incremental A Term Loans

 

	
Incremental A Term Lender
    	
 
    	
Incremental A Term Loan Commitment
    	
 
    
	
JPMORGAN CHASE BANK, N.A.
    	
 
    	
$
    	
50,000,000
    	
 
    
	
BANK OF AMERICA, N.A.
    	
 
    	
$
    	
40,000,000
    	
 
    
	
BARCLAYS BANK PLC
    	
 
    	
$
    	
40,000,000
    	
 
    
	
CREDIT AGRICOLE CORPORATE   AND INVESTMENT BANK
    	
 
    	
$
    	
40,000,000
    	
 
    
	
WELLS FARGO BANK, N.A.
    	
 
    	
$
    	
40,000,000
    	
 
    
	
THE BANK OF NOVA SCOTIA
    	
 
    	
$
    	
20,000,000
    	
 
    
	
GOLDMAN SACHS BANK USA
    	
 
    	
$
    	
20,000,000
    	
 
    
	
HSBC BANK USA, N.A.
    	
 
    	
$
    	
20,000,000
    	
 
    
	
MORGAN STANLEY BANK, N.A.
    	
 
    	
$
    	
20,000,000
    	
 
    
	
PNC BANK, NATIONAL   ASSOCIATION
    	
 
    	
$
    	
20,000,000
    	
 
    
	
ROYAL BANK OF CANADA
    	
 
    	
$
    	
20,000,000
    	
 
    
	
RBS CITIZENS, N.A.
    	
 
    	
$
    	
20,000,000
    	
 
    
	
SUMITOMO MITSUI BANKING   CORPORATION
    	
 
    	
$
    	
14,000,000
    	
 
    
	
THE BANK OF   TOKYO-MITSUBISHI UFJ, LTD.
    	
 
    	
$
    	
13,000,000
    	
 
    
	
PEOPLE’S UNITED BANK
    	
 
    	
$
    	
10,000,000
    	
 
    
	
WEBSTER BANK, N.A.
    	
 
    	
$
    	
7,000,000
    	
 
    
	
THE HUNTINGTON NATIONAL BANK
    	
 
    	
$
    	
6,000,000
    	
 
    


 

Annex to Incremental A Term Loan Activation Notice

 











 

Annex II

 

Amortization Schedule

 

	
Date
    	
 
    	
Amount
   (as a percentage of Incremental A
   Term Loans funded on the
   Funding Date)
    	
 
    
	
December 31, 2014
    	
 
    	
0.25%
    	
 
    
	
March 31, 2015
    	
 
    	
0.25%
    	
 
    
	
June 30, 2015
    	
 
    	
0.25%
    	
 
    
	
September 30, 2015
    	
 
    	
0.25%
    	
 
    
	
December 31, 2015
    	
 
    	
0.25%
    	
 
    
	
March 31, 2016
    	
 
    	
0.25%
    	
 
    
	
June 27, 2016
    	
 
    	
Unpaid   Balance
    	
 
    


 

Annex II to Incremental A Term Loan Activation Notice