SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: July 29, 1999
IRON MOUNTAIN INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 0-27584 04-3107342
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
745 Atlantic Avenue
Boston, Massachusetts 02111
(Address of principal executive offices, including zip code)
(617) 535-4766
(Registrant's telephone number, including area code)
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Item 5. Other Events
On July 29, 1999, Iron Mountain Incorporated (the "Company") announced
certain financial information for the fiscal quarter ended June 30, 1999. For
more information, see the Company's press release, dated July 29, 1999, which is
attached herewith as Exhibit 99 and incorporated by reference herein.
Item 7. Financial Statements, Pro Form Financial Information and Exhibits
(c) Exhibits.
Exhibit No. Item
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10.1 Amendment No. 3 to the Second Amended and Restated Credit
Agreement, dated as of February 26, 1999, among Iron Mountain
Incorporated, the lenders party thereto and The Chase
Manhattan Bank, as Administrative Agent.
10.2 Amendment No. 4 to the Second Amended and Restated Credit
Agreement, dated as of April 16, 1999, among Iron Mountain
Incorporated, the lenders party thereto and The Chase
Manhattan Bank, as Administrative Agent.
10.3 Amendment No. 5 to the Second Amended and Restated Credit
Agreement, dated as of July 14, 1999, among Iron Mountain
Incorporated, the lenders party thereto and The Chase
Manhattan Bank, as Administrative Agent.
99 Press Release, dated July 29, 1999.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
IRON MOUNTAIN INCORPORATED
(Registrant)
By: /s/ Jean A. Bua
Jean A. Bua
Vice President and Corporate Controller
Date: July 29, 1999
3
AMENDMENT NO. 3
AMENDMENT NO. 3 (this "Agreement") dated as of February 26,
1999 among IRON MOUNTAIN INCORPORATED, a Delaware corporation (the "Company");
each of the lenders (the "Lenders") listed on the signature pages hereof; and
THE CHASE MANHATTAN BANK, as administrative agent for the Lenders under the
Credit Agreement referred to below (in such capacity, the "Administrative
Agent").
The Company, the Lenders and the Administrative Agent are
parties to a Second Amended and Restated Credit Agreement dated as of September
26, 1997 (as from time to time amended, the "Credit Agreement"), providing,
subject to the terms and conditions thereof, for extensions of credit (by the
making of loans and the issuing of letters of credit) by the Lenders to the
Company in an aggregate principal or face amount not exceeding $250,000,000. The
Company has requested the Lenders to amend the Credit Agreement in certain
respects, and the Lenders are willing to so amend the Credit Agreement, all on
the terms and conditions set forth herein.
Accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this
Agreement, terms defined in the Credit Agreement are used herein as defined
therein.
Section 2. Amendments. Subject to (i) the Administrative
Agent's receipt of counterparts of this Agreement, duly executed by each of the
Company, the Majority Lenders and the Administrative Agent, (ii) the written
consent and agreement hereto by the Subsidiary Guarantors as provided at the
foot hereof and (iii) payment by the Company to the Administrative Agent of such
fees as the Company shall have agreed to pay in connection herewith, but
effective as of the date hereof, the Credit Agreement is hereby amended as
follows:
A. Definitions. Section 1.01 of the Credit Agreement is
amended by inserting the following definitions in their appropriate alphabetical
locations (or, in the case of any definition for a term that is defined in the
Credit Agreement before giving effect to this Agreement, by amending and
restating such definition to read as set forth below):
"1999 Senior Subordinated Debt" shall mean Indebtedness of the
Company in an aggregate principal amount not exceeding $300,000,000 to
be issued (in one or more offerings) by the Company on or prior to
February 26, 2000 that is (i) subordinated in right of payment to the
obligations of the Company hereunder and under the Notes to at least
the same extent as the 1996 Senior Subordinated Debt and (ii) otherwise
on terms and conditions, and pursuant to documentation, reasonably
satisfactory to the Administrative Agent and the Majority Lenders.
"1999 Senior Subordinated Debt Indenture" shall mean the
indenture among the Company and a trustee to be identified, as the same
may be amended or modified, without prejudice to the provisions of
Section 9.20 hereof, providing for the issuance of the 1999 Senior
Subordinated Debt.
Amendment No. 3
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"Rain Acquisition" shall mean that certain contemplated
Acquisition of the business referred to by the Company as "Rain" and
certain real estate owned by one or more affiliates of Rain, for
Acquisition Consideration consisting of (x) Stock Consideration in an
aggregate amount of up to $50,000,000 (determined in good faith by the
Company at the time of the execution of the acquisition agreements
relating to the Rain Acquisition) and (y) cash in an aggregate amount
of up to $70,000,000.
"Senior Subordinated Debt" shall mean, collectively, the 1996
Senior Subordinated Debt, the 1997 Senior Subordinated Debt and the
1999 Senior Subordinated Debt.
"Senior Subordinated Debt Indentures" shall mean,
collectively, the 1996 Senior Subordinated Debt Indenture, the 1997
Senior Subordinated Debt Indenture and the 1999 Senior Subordinated
Indenture.
B. Letters of Credit. Section 2.08 of the Credit Agreement is
hereby amended by changing the figure "$10,000,000" in clause (ii) thereof
(relating to Letter of Credit Liabilities) to read "$20,000,000".
C. Year 2000. Section 8 of the Credit Agreement is hereby
amended by adding new Section 8.18, to read as follows:
"8.18 Year 2000. The Company has (i) initiated a review and
assessment of all areas within its and each of its Subsidiaries'
business and operations that it reasonably believes would be adversely
affected by the "Year 2000 Problem" (that is, the risk that computer
applications used by the Company or any of its Subsidiaries may be
unable to recognize and perform properly date-sensitive functions
involving certain dates prior to, in and following the year 2000), (ii)
developed a plan for addressing the Year 2000 Problem on a timely
basis, and (iii) initiated implementation of that plan. Based on the
foregoing, the Company believes that any reprogramming or replacements
required to permit the proper functioning, prior to, in and following
the year 2000, of (i) the Company's and each of its Subsidiaries'
material computer systems and (ii) material equipment of the Company
and each of its Subsidiaries containing embedded microchips (including
systems and equipment supplied by others or with which the Company's
and each of its Subsidiaries' systems interface) and the verification
of all such systems and equipment, as so reprogrammed or replaced, as
the case may be, will be completed by September 30, 1999, except that
any such reprogramming, replacement and verification with respect to
systems acquired by the Company in Permitted Acquisitions will be
completed by December 31, 1999. The cost to the Company and each of its
Subsidiaries of such reprogramming or replacement, as the case may be,
and testing and of the reasonably foreseeable consequences of the Year
2000 Problem to the Company and each of its Subsidiaries (including
reprogramming errors and the failure of others' systems or equipment)
will not, in the good faith belief of the Company, result in a Default
or have a Material Adverse Effect."
Amendment No. 3
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D. Indebtedness. Without prejudice to Sections 9.09, 9.10 or
9.11 of the Credit Agreement, clause (iii) of Section 9.08 of the Credit
Agreement is hereby amended to read as follows:
"(iii) 1997 Senior Subordinated Debt in an aggregate
outstanding principal amount not exceeding $300,000,000 and 1999 Senior
Subordinated Debt in an aggregate outstanding principal amount not
exceeding $300,000,000;"
E. Mergers, Asset Dispositions, Etc. Paragraphs (a) and (b) of
Section 9.12 of the Credit Agreement are hereby amended to read as follows:
"(a) Maximum Periodic Consideration. Without the consent of
the Majority Lenders, the aggregate amount of Acquisition Consideration
(including Stock Consideration) paid in respect of Acquisitions shall
not exceed (i) $350,000,000 during the fourth quarter of 1997, provided
that up to $175,000,000 may be carried forward to the first quarter of
1998 solely in conjunction with the contemplated acquisition currently
referred to as the "Toy" acquisition if such acquisition occurs in such
quarter, or (ii) $150,000,000 in any year after 1997, subject to
adjustment as provided in clause (i) herein; provided that the
aggregate amount of Acquisition Consideration excluding Stock
Consideration paid in respect of Acquisitions shall not exceed (x)
$250,000,000 in the fourth quarter of 1997, provided that up to
$125,000,000 may be carried forward to the first quarter of 1998 solely
in conjunction with said "Toy" acquisition if such acquisition occurs
in such quarter, or (y) $100,000,000 in any year after 1997, subject to
adjustment as provided in clause (x) herein; provided further that the
Rain Acquisition shall, so long as (i) no Default has occurred and is
continuing at the time of such Acquisition and (ii) the Rain
Acquisition complies with the requirements of this Section 9.12 (other
than clauses (a) and (b) hereof), (1) be excluded from the limitations
set forth in this clause (a) and be disregarded in determining whether
any other Acquisition in the year 1999 is in compliance with the
applicable Acquisition Consideration limits set forth above and (2) be
deemed to be a "Permitted Acquisition" for all purposes of this
Agreement.
(b) Maximum Individual Consideration. Without the consent of
the Majority Lenders, the Acquisition Consideration (including Stock
Consideration) payable in respect of any single Acquisition or series
of related Acquisitions shall not exceed $65,000,000, provided that
said "Toy" acquisition, the contemplated acquisition currently referred
to as the "Health" acquisition and the Rain Acquisition shall not be
subject to the limitation in this clause (b)."
F. General. References in the Credit Agreement (including
references to the Credit Agreement as amended hereby) to "this Agreement" (and
indirect references such as "hereunder", "hereby", "herein" and "hereof") shall
be deemed to be references to the Credit Agreement as amended hereby.
Section 3. Representations and Warranties. The Company hereby
represents and warrants to the Administrative Agent and the Lenders that:
Amendment No. 3
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(a) the representations and warranties made by each of the
Company and the Subsidiary Guarantors in each Basic Document to which
it is a party (other than the representations and warranties set forth
in paragraphs (a) and (b) of Section 8.10 of the Credit Agreement) are
correct 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 that constitutes a
Default or an Event of Default (and the parties agree that breach of
any of the representations and warranties in this Section 3 shall
constitute an Event of Default under Section 10.01(c) of the Credit
Agreement).
Section 4. Miscellaneous. Except as herein provided, the
Credit Agreement and each of the other Basic Documents shall remain unchanged
and in full force and effect. 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 State of New York.
Amendment No. 3
<PAGE>
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
THE COMPANY
IRON MOUNTAIN INCORPORATED
By /s/ J.P. Lawrence
Name: J.P. Lawrence
Title: Vice President and Treasurer
THE ADMINISTRATIVE AGENT
THE CHASE MANHATTAN BANK
By /s/ Michael Lancia
Name: Michael Lancia
Title: Vice President
THE LENDERS
THE CHASE MANHATTAN BANK
By /s/ Michael Lancia
Name: Michael Lancia
Title: Vice President
BANKBOSTON, N.A.
By /s/ James F. Law
Name: James F. Law
Title: Vice President
Amendment No. 3
<PAGE>
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THE BANK OF NEW YORK
By /s/ William G. C. Dakin
Name: William G. C. Dakin
Title: Vice President
CIBC INC.
By /s/ Harold Birk
Name: Harold Birk
Title: Executive Director
FLEET NATIONAL BANK
By /s/ Michael A. Palmer
Name: Michael A. Palmer
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ Vladimir Labun
Name: Vladimir Labun
Title: First Vice President - Manager
US TRUST
By /s/ Anthony Wilson
Name: Anthony Wilson
Title: Senior Vice President
Amendment No. 3
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-7-
UNION BANK OF CALIFORNIA, N.A.
By /s/ Nancy A. Perkins
Name: Nancy A. Perkins
Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ T. M. Pitcher
Name: T. M. Pitcher
Title: Authorized Signatory
HELLER FINANCIAL, INC.
By /s/ Linda W. Wolf
Name: Linda W. Wolf
Title: Senior Vice President
NATIONAL CITY BANK
By /s/ Lisa B. Lisi
Name: Lisa B. Lisi
Title: Vice President
ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN AG (f/k/a GIROCREDIT BANK
AG DER SPARKASSEN, GRAND CAYMAN
ISLAND BRANCH)
By /s/ Arcinee Hovanessian
Name: Arcinee Hovanessian
Title: Vice President
By /s/ John S. Runnion
Name: John S. Runnion
Title: First Vice President
Amendment No. 3
<PAGE>
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CONSENTED TO AND AGREED:
IRON MOUNTAIN RECORDS MANAGEMENT, INC.
DSI TECHNOLOGY ESCROW SERVICES, INC.
IRON MOUNTAIN/SAFESITE, INC.
IRON MOUNTAIN CONSULTING SERVICES, INC.
IRON MOUNTAIN RECORDS MANAGEMENT OF SAN ANTONIO-FP, INC.
IRON MOUNTAIN RECORDS MANAGEMENT OF SAN ANTONIO, INC.
CRITERION ATLANTIC PROPERTY, INC.
IM BILLERICA, INC.
IRON MOUNTAIN RECORDS MANAGEMENT OF MICHIGAN, INC.
IRON MOUNTAIN SAFE DEPOSIT CORPORATION
NATIONAL UNDERGROUND STORAGE, INC.
IRON MOUNTAIN OF MARYLAND, LLC
ARCUS DATA SECURITY, INC.
HIMSCORP OF PHILADELPHIA, INC.
RECORDKEEPERS, INC.
HIMSCORP OF PITTSBURGH, INC.
HIMSCORP OF CLEVELAND, INC.
HIMSCORP OF NEW ORLEANS, INC.
HIMSCORP OF PORTLAND, INC.
HIMSCORP OF SAN DIEGO, INC.
HIMSCORP OF DETROIT, INC.
HIMSCORP OF LOS ANGELES, INC.
HIMSCORP OF HOUSTON, INC.
IM-AEI ACQUISITION CORPORATION
IRON MOUNTAIN RECORDS MANAGEMENT OF UTAH, INC.
ARCUS STAFFING RESOURCES, INC.
IRON MOUNTAIN RECORDS MANAGEMENT OF OHIO, INC.
IRON MOUNTAIN GLOBAL, INC.
ARCUS DATA SECURITY LLC
By /s/ J. P. Lawrence
Name: J.P. Lawrence
Title: Vice President and Treasurer
Amendment No. 3
AMENDMENT NO. 4
AMENDMENT NO. 4 (this "Agreement") dated as of April 16, 1999
among IRON MOUNTAIN INCORPORATED, a Delaware corporation (the "Company"); each
of the lenders (the "Lenders") listed on the signature pages hereof; and THE
CHASE MANHATTAN BANK, as administrative agent for the Lenders under the Credit
Agreement referred to below (in such capacity, the "Administrative Agent").
The Company, the Lenders and the Administrative Agent are
parties to a Second Amended and Restated Credit Agreement dated as of September
26, 1997 (as from time to time amended, the "Credit Agreement"), providing,
subject to the terms and conditions thereof, for extensions of credit (by the
making of loans and the issuing of letters of credit) by the Lenders to the
Company in an aggregate principal or face amount not exceeding $250,000,000. The
Company has requested the Lenders to amend the Credit Agreement in certain
respects, and the Lenders are willing to so amend the Credit Agreement, all on
the terms and conditions set forth herein.
Accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this
Agreement, terms defined in the Credit Agreement are used herein as defined
therein.
Section 2. Amendments. Subject to (i) the Administrative
Agent's receipt of counterparts of this Agreement, duly executed by each of the
Company, the Majority Lenders and the Administrative Agent and (ii) the written
consent and agreement hereto by the Subsidiary Guarantors as provided at the
foot hereof, but effective as of the date hereof, the Credit Agreement is hereby
amended as follows:
A. Definitions. Section 1.01 of the Credit Agreement is
amended by inserting the following definitions in their appropriate alphabetical
locations:
"Excluded Subsidiary Material Adverse Change" shall mean the
occurrence of a material adverse change in the business, assets,
property, condition (financial or otherwise) or prospects of the
Excluded Subsidiaries, taken as a whole.
B. Defaults. (a) Section 10.01 of the Credit Agreement is
hereby amended by restating paragraph (b) therein as follows:
"(b) the Company or any of its Subsidiaries (other than the
Excluded Subsidiaries) shall default in the payment when due of any
principal of or interest on any Indebtedness having an outstanding
principal amount of at least $1,000,000 (other than the Loans); or any
event or condition shall occur which results in the acceleration of the
maturity of any such Indebtedness of the Company or any of its
Subsidiaries (other than the Excluded Subsidiaries) or enables (or,
with the giving of notice or lapse of time or both, would enable) the
holder of any such Indebtedness or any Person acting on such holder's
behalf to accelerate the maturity thereof; or"
Amendment No. 4
<PAGE>
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(b) Section 10.01 of the Credit Agreement is hereby further
amended by restating paragraph (k) therein as follows:
"(k) an Excluded Subsidiary Material Adverse Change or any
Change of Control shall occur; or"
C. General. References in the Credit Agreement (including
references to the Credit Agreement as amended hereby) to "this Agreement" (and
indirect references such as "hereunder", "hereby", "herein" and "hereof") shall
be deemed to be references to the Credit Agreement as amended hereby.
Section 3. Representations and Warranties. The Company hereby
represents and warrants to the Administrative Agent and the Lenders that:
(a) the representations and warranties made by each of the
Company and the Subsidiary Guarantors in each Basic Document to which
it is a party (other than the representations and warranties set forth
in paragraphs (a) and (b) of Section 8.10 of the Credit Agreement) are
correct 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 that constitutes a
Default or an Event of Default (and the parties agree that breach of
any of the representations and warranties in this Section 3 shall
constitute an Event of Default under Section 10.01(c) of the Credit
Agreement).
Section 4. Miscellaneous. Except as herein provided, the
Credit Agreement and each of the other Basic Documents shall remain unchanged
and in full force and effect. 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 State of New York.
Amendment No. 4
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-3-
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
THE COMPANY
IRON MOUNTAIN INCORPORATED
By /s/ JP Lawrence
Name: JP Lawrence
Title: Vice President & Treasurer
THE ADMINISTRATIVE AGENT
THE CHASE MANHATTAN BANK
By /s/ Michael Lancia
Name: Michael Lancia
Title: Vice President
THE LENDERS
THE CHASE MANHATTAN BANK
By /s/ Michael Lancia
Name: Michael Lancia
Title: Vice President
BANKBOSTON, N.A.
By_______________________
Name:
Title:
Amendment No. 4
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THE BANK OF NEW YORK
By /s/ William G.C. Dakin
Name: William G.C. Dakin
Title: Vice President
CIBC INC.
By /s/ Christine Harrigan
Name: Christine Harrigan
Title: Executive Director
FLEET NATIONAL BANK
By /s/ Michael A. Palmer
Name: Michael A. Palmer
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ Vladimir Labun
Name: Vladimir Labun
Title: First Vice President--Manager
US TRUST
By /s/ Daniel G. Eastman
Name: Daniel G. Eastman
Title: Vice President
Amendment No. 4
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-5-
UNION BANK OF CALIFORNIA, N.A.
By /s/ Nancy A. Perkins
Name: Nancy A. Perkins
Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ T.M. Pitcher
Name: T.M. Pitcher
Title: Authorized Signatory
HELLER FINANCIAL, INC.
By /s/ Scott Ziemke
Name: Scott Ziemke
Title: Associate Vice President
NATIONAL CITY BANK
By /s/ Lisa B. Lisi
Name: Lisa B. Lisi
Title: Vice President
ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN AG (f/k/a GIROCREDIT BANK
AG DER SPARKASSEN, GRAND CAYMAN
ISLAND BRANCH)
By /s/ Arcinea Hovanessian
Name: Arcinea Hovanessian
Title: Vice President-Erste Bank NY Branch
By /s/ John S. Runnion
Name: John S. Runnion
Title: First Vice President
Amendment No. 4
<PAGE>
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CONSENTED TO AND AGREED:
IRON MOUNTAIN RECORDS MANAGEMENT, INC.
DSI TECHNOLOGY ESCROW SERVICES, INC.
IRON MOUNTAIN/SAFESITE, INC.
IRON MOUNTAIN CONSULTING SERVICES, INC.
IRON MOUNTAIN RECORDS MANAGEMENT OF SAN ANTONIO-FP, INC.
IRON MOUNTAIN RECORDS MANAGEMENT OF SAN ANTONIO, INC.
CRITERION ATLANTIC PROPERTY, INC.
IM BILLERICA, INC.
IRON MOUNTAIN RECORDS MANAGEMENT OF MICHIGAN, INC.
IRON MOUNTAIN SAFE DEPOSIT CORPORATION
IRON MOUNTAIN / NATIONAL UNDERGROUND STORAGE, INC.
IRON MOUNTAIN OF MARYLAND, LLC
ARCUS DATA SECURITY, INC.
HIMSCORP OF PHILADELPHIA, INC.
RECORDKEEPERS, INC.
HIMSCORP OF PITTSBURGH, INC.
HIMSCORP OF CLEVELAND, INC.
HIMSCORP OF NEW ORLEANS, INC.
HIMSCORP OF PORTLAND, INC.
HIMSCORP OF SAN DIEGO, INC.
HIMSCORP OF DETROIT, INC.
HIMSCORP OF LOS ANGELES, INC.
HIMSCORP OF HOUSTON, INC.
IM-AEI ACQUISITION CORPORATION
IRON MOUNTAIN RECORDS MANAGEMENT OF UTAH, INC.
ARCUS STAFFING RESOURCES, INC.
IRON MOUNTAIN RECORDS MANAGEMENT OF OHIO, INC.
IRON MOUNTAIN GLOBAL, INC.
ARCUS DATA SECURITY LLC
By /s/ JP Lawrence
Name: JP Lawrence
Title: Vice President & Treasurer
Amendment No. 4
AMENDMENT NO. 5
AMENDMENT NO. 5 (this "Agreement") dated as of July 14, 1999
among IRON MOUNTAIN INCORPORATED, a Delaware corporation (the "Company"); each
of the lenders (the "Lenders") listed on the signature pages hereof; and THE
CHASE MANHATTAN BANK, as administrative agent for the Lenders under the Credit
Agreement referred to below (in such capacity, the "Administrative Agent").
The Company, the Lenders and the Administrative Agent are
parties to a Second Amended and Restated Credit Agreement dated as of September
26, 1997 (as from time to time amended, the "Credit Agreement"), providing,
subject to the terms and conditions thereof, for extensions of credit (by the
making of loans and the issuing of letters of credit) by the Lenders to the
Company in an aggregate principal or face amount at any one time outstanding not
exceeding $250,000,000. The Company has requested the Lenders to amend the
Credit Agreement in certain respects, and the Lenders are willing to so amend
the Credit Agreement, all on the terms and conditions set forth herein.
Accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this
Agreement, terms defined in the Credit Agreement are used herein as defined
therein.
Section 2. Amendments. Subject to (i) the Administrative
Agent's receipt of counterparts of this Agreement, duly executed by each of the
Company, the Majority Lenders and the Administrative Agent and (ii) the written
consent and agreement hereto by the Subsidiary Guarantors as provided at the
foot hereof, but effective as of the date hereof, the Credit Agreement is hereby
amended as follows:
A. Definitions. (w) Section 1.01 of the Credit Agreement is
hereby amended by inserting the following definitions (or, in the case
of any definition for a term that is defined in the Credit Agreement
before giving effect to this Agreement, by amending and restating such
definition to read as set forth below):
"Funded Indebtedness" shall mean, without
duplication, (a) Indebtedness (other than in respect of
Synthetic Lease Obligations) that matures or otherwise becomes
due more than one year after the incurrence thereof or is
extendible, renewable or refundable, at the option of the
obligor, to a date more than one year after the incurrence
thereof (including the current portion thereof), (b)
Indebtedness outstanding hereunder and (c) Synthetic Lease
Obligations of IMRM and any Guarantees by the Company thereof.
"Interest Expense" shall mean, for any period, the
sum (determined without duplication) of the aggregate amount
of interest accruing during such period on Indebtedness of the
Company and its Subsidiaries (on a consolidated basis),
including the interest portion of rental or similar payments
under Capital Lease Obligations and Synthetic Leases and any
capitalized interest, and excluding amortization of debt
discount and expense and interest paid in kind.
AMENDMENT NO. 5
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"Synthetic Lease" shall mean a lease of property or
assets designed to permit the lessee (i) to claim depreciation
on such property or assets under U.S. tax law and (ii) to
treat such lease as an operating lease or not to reflect the
leased property or assets on the lessee's balance sheet under
GAAP.
"Synthetic Lease Obligations" shall mean, with
respect to any Synthetic Lease, at any time, an amount equal
to the higher of (x) the aggregate termination value or
purchase price or similar payments in the nature of principal
payable thereunder and (y) the then aggregate outstanding
principal amount of the notes or other instruments issued by,
and the amount of the equity investment, if any, in, the
lessor under such Synthetic Lease.
(x) The definition of "EBITDA" in Section 1.01 of the Credit
Agreement is hereby amended by restating clause (iii) thereof as
follows:
"(iii) Interest Expense for such period,"
(y) The definition of "Indebtedness" in Section 1.01 of the
Credit Agreement is hereby amended by restating clause (iii) thereof as
follows:
"(iii) Capital Lease Obligations and Synthetic Lease
Obligations of such Person;"
(z) The definition of "Permitted Indebtedness" in Section 1.01
of the Credit Agreement is hereby amended by substituting "$10,000,000"
for "$5,000,000" in clause (viii) thereof.
B. Financial Statements and Other Information. (x) Paragraph
(b) of Section 9.01 of the Credit Agreement is hereby amended by
substituting "105" for "90" therein.
(y) Section 9.01 of the Credit Agreement is hereby amended by
restating paragraph (i) thereof as follows:
"(i) within 60 days after the end of each fiscal
quarter of the Company (or, in the case of the last fiscal
quarter in each fiscal year, within 105 days), a report,
certified by the Chief Financial Officer of the Company, (x)
specifying the Capital Expenditures made by the Company during
such fiscal quarter (broken down to identify Maintenance
Capital Expenditures and other Capital Expenditures) and the
Additional Expenditures made by the Company during such fiscal
quarter and (y) describing the principal terms of the
Synthetic Lease Obligations entered into by IMRM during such
fiscal quarter and any Guarantees by the Company thereof; and"
C. Indebtedness. Section 9.08 of the Credit Agreement is
hereby amended by restating clause (vi) thereof as follows:
AMENDMENT NO. 5
<PAGE>
-3-
"(vi) Synthetic Lease Obligations of IMRM and any Guarantees
by the Company thereof under the Lease Agreement dated as of October 1,
1998 with Iron Mountain Statutory Trust - 1998 and other Synthetic
Lease Obligations with a structure and terms substantially similar to
said transaction (provided, that the aggregate amount of all such
Synthetic Lease Obligations permitted under this clause (vi) shall not
at any time exceed $152,500,000 and that such obligations shall be
without recourse to any Subsidiary (other than IMRM) of the Company and
shall not be Guaranteed by any Subsidiary of the Company)."
D. Indebtedness. The Leverage Ratio grid in Section 9.09(a) of
the Credit Agreement is hereby amended to read as follows:
Period Leverage Ratio
From July 1, 1999
through December 31, 2000 5.75 to 1
From January 1, 2001
through December 31, 2001 5.50 to 1
From January 1, 2002
through June 30, 2002 5.25 to 1
From July 1, 2002
and at all times thereafter 5.00 to 1
E. Interest Coverage Ratio. The Interest Coverage Ratio grid
in Section 9.10 of the Credit Agreement is hereby amended to read as follows:
Period Interest Coverage Ratio
From January 1, 1999
through December 31, 1999 1.85 to 1
From January 1, 2000
through December 31, 2001 2.00 to 1
From January 1, 2002
and at all times thereafter 2.25 to 1
F. Mergers, Asset Dispositions, Etc. Paragraphs (a) and (b) of
Section 9.12 of the Credit Agreement are hereby amended to read as follows:
AMENDMENT NO. 5
<PAGE>
-4-
"(a) Maximum Periodic Consideration. Without the consent of
the Majority Lenders, the aggregate amount of Acquisition Consideration
(including Stock Consideration) paid in respect of Acquisitions shall
not exceed $250,000,000 in any year after 1998; provided that the
aggregate amount of Acquisition Consideration excluding Stock
Consideration paid in respect of Acquisitions shall not exceed
$175,000,000 in any year after 1998; provided further that the Rain
Acquisition shall, so long as (i) no Default has occurred and is
continuing at the time of such Acquisition and (ii) the Rain
Acquisition complies with the requirements of this Section 9.12 (other
than clauses (a) and (b) hereof), (1) be excluded from the limitations
set forth in this clause (a) and be disregarded in determining whether
any other Acquisition in the year 1999 is in compliance with the
applicable Acquisition Consideration limits set forth above and (2) be
deemed to be a "Permitted Acquisition" for all purposes of this
Agreement.
(b) Maximum Individual Consideration. Without the consent of
the Majority Lenders, the Acquisition Consideration (including Stock
Consideration) paid in respect of any single Acquisition or series of
related Acquisitions shall not exceed $100,000,000, provided that the
Rain Acquisition shall not be subject to the limitation in this clause
(b)."
G. Investments. Paragraph (vii) of Section 9.14 of the Credit
Agreement is hereby amended by substituting "$10,000,000" for "$5,000,000"
therein.
H. Capital Expenditures. Section 9.19 of the Credit Agreement
is hereby amended by substituting "$100,000,000" for "$50,000,000" therein.
I. General. References in the Credit Agreement (including
references to the Credit Agreement as amended hereby) to "this Agreement" (and
indirect references such as "hereunder", "hereby", "herein" and "hereof") shall
be deemed to be references to the Credit Agreement as amended hereby.
Section 3. Representations and Warranties. The Company hereby
represents and warrants to the Administrative Agent and the Lenders that:
(a) the representations and warranties made by each of the
Company and the Subsidiary Guarantors in each Basic Document to which
it is a party (other than the representations and warranties set forth
in paragraphs (a) and (b) of Section 8.10 of the Credit Agreement) are
correct 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 that constitutes a
Default or an Event of Default (and the parties agree that breach of
any of the representations and warranties in this Section 3 shall
constitute an Event of Default under Section 10.01(c) of the Credit
Agreement).
AMENDMENT NO. 5
<PAGE>
-5-
Section 4. Miscellaneous. Except as herein provided, the
Credit Agreement and each of the other Basic Documents shall remain unchanged
and in full force and effect. 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 State of New York.
AMENDMENT NO. 5
<PAGE>
-6-
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
THE COMPANY
IRON MOUNTAIN INCORPORATED
By /s/J.P. Lawrence
Name: J.P. Lawrence
Title: Vice President, Treasurer
THE ADMINISTRATIVE AGENT
THE CHASE MANHATTAN BANK
By /s/Michael Lancia
Name: Michael Lancia
Title: Vice President
THE LENDERS
THE CHASE MANHATTAN BANK
By /s/Michael Lancia
Name: Michael Lancia
Title: Vice President
BANKBOSTON, N.A.
By /s/Patricia Conry
Name: Patricia Conry
Title: Director
AMENDMENT NO. 5
<PAGE>
-7-
THE BANK OF NEW YORK
By /s/William G. C. Dakin
Name: William G. C. Dakin
Title: Vice President
CIBC INC.
By /s/Christine Harrigan
Name: Christine Harriagan
Title: Executive Director
FLEET NATIONAL BANK
By /s/ Michael A. Palmer
Name: Michael A. Palmer
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By /s/Vladimir Labun
Name: Vladimir Labun
Title: First Vice President-Manager
US TRUST
By /s/ D. G. Eastman
Name: Eastman, D. G.
Title: Vice President
AMENDMENT NO. 5
<PAGE>
-8-
UNION BANK OF CALIFORNIA, N.A.
By /s/Nancy A. Perkins
Name: Nancy A. Perkins
Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/T. M. Pitcher
Name: T. M. Pitcher
Title: Authorized Signatory
HELLER FINANCIAL, INC.
By /s/Scott Ziemke
Name: Scott Ziemke
Title: Assistant Vice President
NATIONAL CITY BANK
By /s/Lisa B. Lisi
Name: Lisa B. Lisi
Title: Vice President
ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN AG (f/k/a GIROCREDIT BANK
AG DER SPARKASSEN, GRAND CAYMAN
ISLAND BRANCH)
By /s/Arcinee Hovanessian
Name: Arcinee Hovanessian
Title: Vice President
By /s/John S. Runnion
Name: John S. Runnion
Title: First Vice President
AMENDMENT NO. 5
<PAGE>
-9-
CONSENTED TO AND AGREED:
IRON MOUNTAIN RECORDS MANAGEMENT, INC.
DSI TECHNOLOGY ESCROW SERVICES, INC.
IRON MOUNTAIN/SAFESITE, INC.
IRON MOUNTAIN CONSULTING SERVICES, INC.
IRON MOUNTAIN RECORDS MANAGEMENT OF SAN ANTONIO-FP, INC.
IRON MOUNTAIN RECORDS MANAGEMENT OF SAN ANTONIO, INC.
CRITERION ATLANTIC PROPERTY, INC.
IM BILLERICA, INC.
IRON MOUNTAIN RECORDS MANAGEMENT OF MICHIGAN, INC.
IRON MOUNTAIN SAFE DEPOSIT CORPORATION
IRON MOUNTAIN / NATIONAL UNDERGROUND STORAGE, INC.
IRON MOUNTAIN OF MARYLAND, LLC
ARCUS DATA SECURITY, INC.
HIMSCORP OF PHILADELPHIA, INC.
RECORDKEEPERS, INC.
HIMSCORP OF PITTSBURGH, INC.
HIMSCORP OF CLEVELAND, INC.
HIMSCORP OF NEW ORLEANS, INC.
HIMSCORP OF PORTLAND, INC.
HIMSCORP OF SAN DIEGO, INC.
HIMSCORP OF DETROIT, INC.
HIMSCORP OF LOS ANGELES, INC.
HIMSCORP OF HOUSTON, INC.
IM-AEI ACQUISITION CORPORATION
IRON MOUNTAIN RECORDS MANAGEMENT OF UTAH, INC.
ARCUS STAFFING RESOURCES, INC.
IRON MOUNTAIN RECORDS MANAGEMENT OF OHIO, INC.
IRON MOUNTAIN GLOBAL, INC.
ARCUS DATA SECURITY LLC
By /s/ J. P. Lawrence
Name: J. P. Lawrence
Title: Vice President, Treasurer
FOR IMMEDIATE RELEASE
Contact: John F. Kenny, Jr.
Executive Vice President and
Chief Financial Officer
(617) 535-IRON (4766)
Iron Mountain Revenues Increase 41 Percent for Second Quarter 1999
EBITDA Increases to $33 Million, up 42 percent from Second Quarter 1998
Boston, MA - July 29, 1999 -- Iron Mountain Incorporated (NYSE: IRM), the
world's largest records management company, reported higher revenues and EBITDA
for the quarter ended June 30, 1999 compared with the same period in 1998.
Iron Mountain's total revenues from continuing operations, which excludes
revenues from its IT staffing business, for the second quarter of 1999 grew to
$132 million, an increase of 41 percent compared with the same period in 1998.
The revenue growth is comprised of growth through acquisitions and internal
growth. Internal revenue growth for the second quarter of 1999 was 13 percent.
Iron Mountain's earnings before interest, taxes, depreciation, amortization,
extraordinary items and other income ("EBITDA") from continuing operations
increased 42 percent to $33 million for the second quarter of 1999 compared with
the same period in 1998.
Storage revenues increased to $80 million for the second quarter of 1999 from
$56 million for the same period in 1998. This marks the 42nd consecutive quarter
for which Iron Mountain has reported increased storage revenues. Storage
revenues, which are considered a key performance indicator for the records and
information management services industry, are largely recurring since customers
typically retain their records for many years.
As previously announced, in order to focus on its records and information
management services business, Iron Mountain has decided to sell its information
technology staffing business, Arcus Staffing Resources, Inc. Arcus Staffing was
acquired in January 1998 as part of the acquisition of Arcus Group, Inc. The
Company expects to complete the transaction before the end of the year.
The sale of Arcus Staffing is being accounted for as a discontinued operation.
Accordingly, the Arcus Staffing operations have been segregated from Iron
Mountain's continuing operations and reported as a
-- more --
<PAGE>
Iron Mountain Revenues Increase for Second Quarter / Page 2
separate line item on the Company's statements of operations. In the quarter
ended June 30, 1999, the Company recorded an estimated loss on the sale of Arcus
Staffing of $9.4 million comprised primarily of the write-off of nondeductible
goodwill and a deferred tax provision. In addition, the Company reclassified its
1998 and first-quarter 1999 financial statements to present the operating
results of Arcus Staffing as a discontinued operation.
For the first half of 1999, Iron Mountain reported total revenues from
continuing operations of $241 million, an increase of 32 percent compared to the
first half of 1998. EBITDA from continuing operations for the Company increased
33 percent, to $60 million.
British Data Management ("BDM"), the Company's 50.1 percent owned subsidiary in
the United Kingdom, contributed $8.7 million in revenues and $2.2 million in
EBITDA to the Company's second quarter consolidated results and $11.6 million in
revenues and $3.1 million in EBITDA to the Company's consolidated results for
the first half of 1999. The Company's consolidated results for the first half of
1999 include only four months of BDM's operations due to the differences in
fiscal year-ends for the two companies.
As part of its growth strategy, Iron Mountain has completed seven acquisitions
since the first quarter of 1999 for total consideration of approximately $163
million. In April 1999, the Company acquired First American Records Management,
Inc. (seven markets) and Data Base, Inc. (12 markets). In May 1999, the Company
acquired Data Vault (CA) and File Management, Inc. (AL). In June 1999, the
Company acquired Carter Media Management, Inc. (KY), a Jacksonville, Florida
records management business (FL) and Central Files, Inc. of Puerto Rico. In
addition, BDM acquired Memogarde S.A. and related companies for approximately
$17 million. Memogarde, headquartered in Paris, France, is the largest provider
of data security services in France.
In April, Iron Mountain completed the sale of $150 million in aggregate
principal amount of 8-1/4% Senior Subordinated Notes due 2011. Net proceeds to
the Company after underwriters' discounts and commissions were approximately
$145 million. In May, Iron Mountain successfully completed an underwritten
public offering of 5.8 million shares of its common stock. Net proceeds to the
Company were approximately $154 million. The net proceeds from these
transactions were used to repurchase all of the shares of the Company's common
stock issued in the Data Base acquisition, to repay debt and for general
corporate purposes, including future acquisitions.
Richard Reese, the Company's Chairman and Chief Executive Officer, stated: "This
has been a very strong and eventful quarter for Iron Mountain. The business, as
expected, posted another quarter of solid results. We completed eight
acquisitions in several new markets including France and Puerto Rico bringing to
12 the number of acquisitions closed to date in 1999. In addition, we
strengthened our balance sheet by raising nearly $300 million in successful debt
and equity financing transactions."
Iron Mountain currently operates more than 300 records and information
management services centers in 69 markets in the United States and six
internationally. The Company serves more than 70,000 customer accounts,
including more than half of the Fortune 500 Companies. Iron Mountain provides a
full array of records and information management services including: (i)
off-site storage, management and related consulting services for business,
healthcare and vital records; (ii) data security services including off-site
storage and rotation of electronic records; and (iii) sales of related products.
-- more --
<PAGE>
Iron Mountain Revenues Increase for Second Quarter / Page 3
This press release contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, and is subject
to the safe-harbor created by such Act. These statements involve known and
unknown risks, uncertainties and other factors that may cause the actual results
to be materially different from those contemplated in the forward-looking
statements. Such factors include, but are not limited to (i) the inability to
complete the sale of Arcus Staffing on satisfactory terms or on the desired
timetable, and (ii) other trends in competitive or economic conditions affecting
the Company's financial condition or results of operations not presently
contemplated. Iron Mountain undertakes no obligation to release publicly the
result of any revision to these forward-looking statements that may be made to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
NOTE: Condensed Consolidated Statements of Operations and Condensed
Consolidated Balance Sheets follow.
<PAGE>
Iron Mountain Revenues Increase for Second Quarter / Page 4
<TABLE>
<CAPTION>
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Thousands except Per Share Data)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------ ------------------------------
1999 1998 1999 1998
--------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C>
REVENUES:
Storage $ 79,928 $ 55,592 $ 147,650 $ 108,540
Service and Storage Material Sales 51,837 37,872 93,486 73,980
-------------- ------------- ------------- --------------
Total Revenues 131,765 93,464 241,136 182,520
OPERATING EXPENSES:
Cost of Sales (Excluding Depreciation) 66,167 46,756 120,602 91,673
Selling, General and Administrative 32,938 23,638 60,813 45,998
Depreciation 8,996 6,703 16,706 12,943
Amortization 7,285 5,200 13,170 10,018
-------------- ------------- ------------- --------------
Total Operating Expenses 115,386 82,297 211,291 160,632
-------------- ------------- ------------- --------------
OPERATING INCOME 16,379 11,167 29,845 21,888
INTEREST EXPENSE 14,227 10,875 26,171 23,187
OTHER INCOME -- 1,700 -- 1,700
-------------- ------------- ------------- --------------
Income from Continuing Operations Before Provision
for Income Taxes and Minority Interest 2,152 1,992 3,674 401
PROVISION FOR INCOME TAXES 3,229 2,387 4,852 1,342
MINORITY INTEREST 318 -- 465 --
-------------- ------------- ------------- --------------
Loss from Continuing Operations (1,395) (395) (1,643) (941)
INCOME FROM DISCONTINUED OPERATIONS (NET OF APPLICABLE
TAXES) 142 134 241 366
LOSS ON SALE OF DISCONTINUED OPERATIONS (1) 9,400 -- 9,400 --
-------------- ------------- ------------- --------------
Net Loss $ (10,653) $ (261) $ (10,802) $ (575)
============== ============= ============= ==============
LOSS FROM CONTINUING OPERATIONS PER COMMON SHARE - BASIC
AND DILUTED $ (0.04) $ (0.01) $ (0.05) $ (0.04)
============== ============= ============= ==============
NET LOSS PER COMMON SHARE - BASIC AND DILUTED $ (0.32) $ (0.01) $ (0.35) $ (0.02)
============== ============= ============= ==============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 33,028 28,989 31,274 25,648
============== ============= ============= ==============
EBITDA FROM CONTINUING OPERATIONS $ 32,660 $ 23,070 $ 59,721 $ 44,849
============== ============= ============= ==============
<FN>
- --------------
(1) Represents the estimated loss on the sale of Arcus Staffing comprised primarily of the write-off of nondeductible goodwill and a
deferred tax provision.
</FN>
</TABLE>
-- more --
<PAGE>
Iron Mountain Revenues Increase for Second Quarter / Page 5
<TABLE>
<CAPTION>
IRON MOUNTAIN INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands)
(Unaudited)
June 30, December 31,
1999 1998
-------------------- -------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents $ 26,569 $ 1,715
Accounts Receivable (less allowances of $4,220
and $3,316, respectively) 100,010 75,565
Other Current Assets 20,426 66,657
---------------- ----------------
Total Current Assets 147,005 143,937
---------------- ----------------
PROPERTY, PLANT AND EQUIPMENT:
Property, Plant and Equipment at Cost 445,005 354,101
Less: Accumulated Depreciation (90,911) (87,358)
---------------- ----------------
Property, Plant and Equipment, net 354,094 266,743
---------------- ----------------
OTHER ASSETS:
Goodwill, net 718,125 527,235
Other Non-current Assets, net 41,228 29,470
---------------- ----------------
Total Other Assets 759,353 556,705
---------------- ----------------
Total Assets $ 1,260,452 $ 967,385
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current Portion of Long-term Debt $ 4,216 $ 1,731
Other Current Liabilities 110,268 141,741
---------------- ----------------
Total Current Liabilities 114,484 143,472
LONG-TERM DEBT, NET OF CURRENT PORTION 581,574 454,447
OTHER LONG-TERM LIABILITIES 37,497 30,584
MINORITY INTEREST 39,788 --
STOCKHOLDERS' EQUITY 487,109 338,882
---------------- ----------------
Total Liabilities and Stockholders' Equity $ 1,260,452 $ 967,385
================ ================
</TABLE>
# # #
