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 | 2003 |
Agreement
Agreement (433K)
Doc #160466: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-2.1
{SEQUENCE}3
{FILENAME}a2122283zex-2_1.txt
{DESCRIPTION}EXHIBIT 2.1
{TEXT}
{Page}
EXHIBIT 2.1
**CONFIDENTIAL PORTIONS HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION (THE "COMMISSION").**
THIS AGREEMENT is made on 12 July 2003
Between:
(1) HAYS PLC, a public limited company incorporated under the laws of England
and Wales whose registered office is at Hays House, Millmead, Guildford,
Surrey GU2 4HJ (the VENDOR); and
(2) IRON MOUNTAIN EUROPE LIMITED a company incorporated under the laws of
England and Wales whose registered office is at Park House, 14 Pepys Road,
London SW20 8NH (the PURCHASER).
WHEREAS:
(A) Each of the Share Vendors and the Business Vendors is a direct or
indirect subsidiary of the Vendor.
(B) Each of the Sale Companies and the Subsidiaries is an indirect
subsidiary of the Vendor and each Business Vendor carries on a Business.
(C) With a view to selling the IMS Business to the Purchaser, the Vendor
has agreed to sell, or procure the sale by the Designated Vendors of, and the
Purchaser has agreed to purchase, or procure the purchase by the Designated
Purchasers of, the Shares and the Businesses for the consideration and on the
terms and subject to the conditions set out in this Agreement.
IT IS AGREED as follows:
1. INTERPRETATION
1.1 Words and expressions used in this Agreement shall have the meanings
set out in Schedule 1 unless the context requires otherwise.
1.2 The Schedules and Annexes comprise Schedules to this Agreement and
Annexes to the relevant Schedule and form part of this Agreement.
1.3 The Vendor and the Purchaser agree and acknowledge that they are
entering into this Agreement, the Disclosure Letter and the Proposed
Transactions on the basis set out in Schedule 18.
2. SALE AND PURCHASE
2.1 Subject to and in accordance with this Agreement and the Agency
Agreements:
Page 1
{Page}
(a) the Vendor shall sell and transfer, or procure the sale and transfer by the
relevant Share Vendor of, and the Purchaser shall purchase, or procure the
purchase by the relevant Share Purchaser of, the Shares with effect from
Completion together with all rights attaching to them including the right
to receive all distributions and dividends as declared, paid or made in
respect of the Shares after Completion;
(b) the Vendor shall sell and transfer, or shall procure the sale and transfer
by the relevant Business Vendor of, and the Purchaser shall purchase, or
procure the purchase by the relevant Business Purchaser of, the Businesses
(including without limitation the Business Assets in relation to each
Business), as a going concern and with effect from Completion; and
(c) the Purchaser shall, or shall procure that the relevant Business Purchaser
shall, assume and discharge all Assumed Liabilities in relation to the
relevant Business in accordance with clause 8.
2.2 Nothing in this Agreement or any of the Agency Agreements shall
transfer any of the Excluded Assets to the Purchaser or any Designated Purchaser
or make the Purchaser or any Designated Purchaser responsible for any of the
Excluded Assets or Excluded Liabilities or entitle the Purchaser or any
Designated Purchaser to any of the Excluded Assets except for the UK Business
Vendor's option to transfer certain debts to the UK Business Purchaser in
accordance with the provisions of the Debt Funding Agreement.
2.3 The Vendor covenants and warrants that it or the relevant Share
Vendor has the right to sell and transfer full legal and beneficial ownership
and, in relation to the US Shares, good title in the Shares, in each case free
from all Encumbrances and any other rights exercisable by third parties.
2.4 The Vendor covenants and warrants that it or the relevant Business
Vendor has the right to sell and transfer full legal and beneficial ownership to
the relevant Business Assets free from all Encumbrances and any other rights
exercisable by third parties other than Permitted Encumbrances.
2.5 Subject to and in accordance with this Agreement and the Agency
Agreements, the Vendor shall sell and transfer the Shares and the Business
Assets, or shall procure the sale and transfer of the Shares by the relevant
Share Vendor and the Business Assets by the relevant Business Vendor free from
all Encumbrances other than Permitted Encumbrances, and (subject to the
provisions of Schedule 13 in the case of Business Properties) ownership and risk
in the Business Assets shall pass to the Business Purchaser with effect from
Completion.
2.6 The parties acknowledge that the transfers of the Shares, the
Businesses and Business Assets shall be implemented by the proposed share and
asset transfer and other arrangements set out in Schedule 6.
2.7 If any asset, contract, liability or shareholding which does not
form part of the IMS Business has been transferred to or is vested in a member
of the
Page 2
{Page}
Purchaser Group then either party may after Completion give notice to the other
party of the same and:
(a) the Vendor shall provide such assistance to the Purchaser as the Purchaser
reasonably requires for the purposes of clause (b) below; and
(b) the Purchaser shall, so far as it is able, procure that such documents are
executed by any member of the Purchaser Group as are necessary in order to
transfer such interest as any member of the Purchaser Group has in such
asset, contract, liability or shareholding to the Vendor (or the relevant
Designated Vendor).
2.8 If any asset, contract, liability or shareholding which exclusively
or predominantly forms part of the IMS Business (other than an Excluded Asset)
has not been transferred to or is not vested in a member of the Purchaser Group
and is vested in a member of the Vendor Group then either party may after
Completion give notice to the other party of the same and:
(a) the Purchaser shall provide such assistance to the Vendor as the Vendor
reasonably requires for the purposes of (b) below; and
(b) the Vendor shall, so far as it is able, procure that such documents are
executed by any member of the Vendor Group as are necessary in order to
transfer such interest as any member of the Vendor Group has in the asset,
contract, liability or shareholding to the Purchaser (or the relevant
Designated Purchaser).
2.9 The Vendor undertakes that it will procure compliance by all
Designated Vendors with any obligation imposed upon a Designated Vendor by this
Agreement as the obligation of a Designated Vendor and that it will procure that
the relevant Designated Vendor enters into the Belgium Asset Transfer Agreement
at Completion.
2.10 The Purchaser undertakes that it will procure compliance by all
Designated Purchasers with any obligation imposed upon a Designated Purchaser by
this Agreement as the obligation of a Designated Purchaser, and that it shall:
(a) procure that the relevant Designated Purchaser enters into the Belgium
Asset Transfer Agreement at Completion; and
(b) where the relevant entity which is to purchase Shares, a Business or
Business Assets from the Vendor or a Designated Vendor does not exist at
the date of this Agreement, or exists but is not identified in Part B of
Schedule 2 or Part E of Schedule 2 of this Agreement, or is identified in
one or both of those Schedules but is not an Affiliate of the Purchaser at
160466
|
Iron Mountain
As referenced in this Agreement:
Iron Mountain Inc – time after Completion: Richard Hodgson Financial Director Iron
Mountain Europe, Nick Pointon Financial Controller Iron Mountain UK, Clive
Drysdale Group Finance Director Mentmore PLC and Jean Bua Vice President
Controller Iron Mountain Inc ;
(h) the tax liability comprises interest or penalties arising by virtue of an
underpayment of tax prior to the Effective Date, insofar as such
underpayment would not have been
_____________
dt 1326024
;
 Baker Botts
As referenced in this Agreement:
Baker Botts – the meaning given in Schedule 17;
OVERSEAS PROPERTY LAW FIRMS means Nauta Dutilh N.V., Baker Botts LLP and
Advokatfirmaet Haavind Vislie DA;
Page 52
{Page}
PERMITTED ENCUMBRANCES means security interests arising
dt 29413
;
| Hays plc;
Iron Mountain Europe Limited
|
| Full Doc
| 2007 |
Bylaws
Bylaws (67K)
Doc #3247978: This document is immediately available for purchase, but does not have a preview available for viewing.
3247978
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| 2006 | | | |
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Consolidated Report of Condition
Consolidated Report of Condition (3K)
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2258684
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Preview
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| 2007 |
Credit Agreement
Credit Agreement (468K)
Doc #2871675: Click preview link for longer preview.
IRON MOUNTAIN INCORPORATED
CREDIT AGREEMENT
$900,000,000
BARCLAYS BANK PLC and BANK OF AMERICA, N.A.,
as Co-Syndication Agents,
CITIZENS BANK OF MASSACHUSETTS, THE ROYAL BANK OF SCOTLAND PLC, THE BANK OF NOVA SCOTIA and HSBC BANK USA, NATIONAL ASSOCIATION,
as Co-Documentation Agents,
JPMORGAN CHASE BANK,
as Administrative Agent,
JPMORGAN CHASE BANK, TORONTO BRANCH
as Canadian Administrative Agent
and
J.P. MORGAN SECURITIES INC. and BARCLAYS CAPITAL,
as Co-Lead Arranger and Joint Bookrunners
2871675
|
 BNY
As referenced in this Credit Agreement:
Bank of New York, – rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%)
_____________
Bank of New York, – Debt Indenture? shall mean the Indenture dated as of April 3, 2001, as supplemented by a First Supplemental Indenture dated as of April 3, 2001, among the Company and The Bank of New York, as Trustee, and by a Second Supplemental Indenture dated as of September 14, 2001, among the Company and The Bank of New York, as Trustee, as the same may
_____________
Bank of New York, – 3, 2001, among the Company and The Bank of New York, as Trustee, and by a Second Supplemental Indenture dated as of September 14, 2001, among the Company and The Bank of New York, as Trustee, as the same may be amended or modified, without prejudice to the provisions of Section 9.19 hereof.
?2002 Senior Subordinated Debt? shall mean the Indebtedness of
_____________
Bank of New York, – 2015 issued pursuant to the 2002 Senior Subordinated Debt Indenture.
?2002 Senior Subordinated Debt Indenture? shall mean the Indenture dated as of December 30, 2002, among the Company and The Bank of New York, as Trustee, as supplemented, and as the same may be further amended, supplemented or modified, without prejudice to the provisions of Section 9.19 hereof.
?2003 Senior Subordinated Debt?
_____________
Bank of New York, – 2014 issued pursuant to the 2004 Senior Subordinated Debt Indenture.
?2004 Senior Subordinated Debt Indenture? shall mean the Indenture dated as of January 22, 2004, among the Company and The Bank of New York, as Trustee, as the same may be amended or modified, without prejudice to the provisions of Section 9.19 hereof.
?2006 Senior Subordinated Debt? shall mean the Indebtedness of
_____________
dt 1728041
;
Barclays Bank
As referenced in this Credit Agreement:
BARCLAYS BANK PLC –
EX-10.1 2 a07-11907_1ex10d1.htm EX-10.1
EXHIBIT 10.1
IRON MOUNTAIN INCORPORATED
CREDIT AGREEMENT
$900,000,000
BARCLAYS BANK PLC and BANK OF AMERICA, N.A.,
as Co-Syndication Agents,
CITIZENS BANK OF MASSACHUSETTS, THE ROYAL BANK OF SCOTLAND PLC, THE BANK OF NOVA SCOTIA and HSBC BANK USA, NATIONAL
_____________
BARCLAYS BANK PLC – after the date hereof pursuant to Section 12.06 hereof (individually, together with its successors, an ?Initial Term Lender? and, collectively, together with their respective successors, the ?Initial Term Lenders?); BARCLAYS BANK PLC and BANK OF AMERICA, N.A., as Co-Syndication Agents, CITIZENS BANK OF MASSACHUSETTS, THE ROYAL BANK OF SCOTLAND PLC, THE BANK OF NOVA SCOTIA and HSBC BANK USA, NATIONAL
_____________
Barclays Bank PLC. – any property or casualty insurance claim or any condemnation proceeding relating to any asset of the Company or any of its Subsidiaries.
?Reference Lenders? shall mean JPMorgan Chase Bank and Barclays Bank PLC.
?Refunded Multi-Currency Swingline Loans? shall have the meaning given thereto in Section 3.03(b)(iii).
?Refunded US$-Canadian Swingline Loans? shall have the meaning given thereto in
_____________
BARCLAYS BANK PLC
– 745 Atlantic Avenue
Boston, Massachusetts 02111
Attention:
John P. Lawrence
Senior Vice President
and Treasurer
104
US$ LENDERS
JPMORGAN CHASE BANK, N.A
Name of Lender
By:
/s/
Name:
Title:
BARCLAYS BANK PLC
Name of Lender
By:
/s/
Name:
Title:
HSBC BANK PLC
Name of Lender
By:
/s/
Name:
Title:
BANK OF AMERICA, N.A.
Name of Lender
By:
/s/
Name:
Title:
_____________
BARCLAYS BANK PLC
– s/
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
Name of Lender
By:
/s/
Name:
Title:
109
MULTI-CURRENCY LENDERS
JPMORGAN CHASE BANK, N.A.
Name of Lender
By:
/s/
Name:
Title:
BARCLAYS BANK PLC
Name of Lender
By:
/s/
Name:
Title:
HSBC BANK PLC
Name of Lender
By:
/s/
Name:
Title:
BANK OF AMERICA, N.A.
Name of Lender
By:
/s/
Name:
Title:
_____________
dt 1729181
;
|
CIBC
As referenced in this Credit Agreement:
Canadian Imperial Bank of Commerce – of its property is subject.
Schedule I Canadian Lender shall mean any Canadian bank named on Schedule I to the Bank Act (Canada).
Schedule I Reference Canadian Lenders shall mean Canadian Imperial Bank of Commerce and The Bank of Nova Scotia.
Schedule II/III Canadian Lender shall mean any bank named on Schedule II or Schedule III to the Bank Act (Canada).
Schedule II/III
_____________
dt 1711942
;
LCPI
As referenced in this Credit Agreement:
LEHMAN COMMERCIAL PAPER INC – Lender
By:
/s/
Name:
Title:
BEAR STEARNS CORPORATE LENDING INC.
Name of Lender
By:
/s/
Name:
Title:
106
WELLS FARGO BANK, NATIONAL ASSOCIATION
Name of Lender
By:
/s/
Name:
Title:
LEHMAN COMMERCIAL PAPER INC .
Name of Lender
By:
/s/
Name:
Title:
ALLIED IRISH BANKS, P.L.C.
Name of Lender
By:
/s/
Name:
Title:
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
_____________
LEHMAN COMMERCIAL PAPER INC – Lender
By:
/s/
Name:
Title:
BEAR STEARNS CORPORATE LENDING INC.
Name of Lender
By:
/s/
Name:
Title:
WELLS FARGO BANK, NATIONAL ASSOCIATION
Name of Lender
By:
/s/
Name:
Title:
111
LEHMAN COMMERCIAL PAPER INC .
Name of Lender
By:
/s/
Name:
Title:
ALLIED IRISH BANKS, P.L.C.
Name of Lender
By:
/s/
Name:
Title:
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
_____________
LEHMAN COMMERCIAL PAPER INC – of Lender
By:
/s/
Name:
Title:
123
CALYON NEW YORK BRANCH
Name of Lender
By:
/s/
Name:
Title:
BEAR STEARNS CORPORATE LENDING INC.
Name of Lender
By:
/s/
Name:
Title:
LEHMAN COMMERCIAL PAPER INC .
Name of Lender
By:
/s/
Name:
Title:
UNITED OVERSEAS BANK LIMITED, NEW YORK AGENCY
Name of Lender
By:
/s/
Name:
Title:
124
ALLIED IRISH BANKS, P.L.C.
Name
_____________
Lehman Commercial Paper Inc – 000,000
25,000,000
$
30,000,000
Wells Fargo Bank, National Association (Wells Fargo Financial Corporation Canada)*
5,000,000
10,000,000
15,000,000
$
30,000,000
Lehman Commercial Paper Inc .
5,000,000
25,000,000
$
30,000,000
United Overseas Bank Limited, New York Agency (United Overseas Bank Limited)*
25,000,000
$
25,000,000
Allied Irish Banks,
_____________
Lehman Commercial Paper Inc – Bank of America, N.A.
15,000,000
Citizens Bank of Massachusetts
15,000,000
Calyon New York Branch
10,000,000
Bear Stearns Corporate Lending Inc.
10,000,000
Lehman Commercial Paper Inc .
10,000,000
United Overseas Bank Limited, New York Agency
10,000,000
Allied Irish Banks, p.l.c.
10,000,000
Bank of Ireland
5,000,000
National
_____________
dt 1717341
;
Union Bank of CA
As referenced in this Credit Agreement:
UNION BANK OF CALIFORNIA, N – By:
/s/
Name:
Title:
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
Name of Lender
By:
/s/
Name:
Title:
BNP PARIBAS
Name of Lender
By:
/s/
Name:
Title:
112
UNION BANK OF CALIFORNIA, N .A.
Name of Lender
By:
/s/
Name:
Title:
THE BANK OF NEW YORK
Name of Lender
By:
/s/
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
Name of Lender
By:
/s/
_____________
UNION BANK OF CALIFORNIA, N – NEW YORK AGENCY
Name of Lender
By:
/s/
Name:
Title:
NATIONAL CITY BANK
Name of Lender
By:
/s/
Name:
Title:
116
BNP PARIBAS
Name of Lender
By:
/s/
Name:
Title:
UNION BANK OF CALIFORNIA, N .A.
Name of Lender
By:
/s/
Name:
Title:
THE GENERAL AND COMPANY OF THE BANK OF SCOTLAND
Name of Lender
By:
/s/
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
Name
_____________
UNION BANK OF CALIFORNIA, N – Name of Lender
By:
/s/
Name:
Title:
NATIONAL CITY BANK, CANADA BRANCH
Name of Lender
By:
/s/
Name:
Title:
120
BNP PARIBAS (CANADA)
Name of Lender
By:
/s/
Name:
Title:
UNION BANK OF CALIFORNIA, N .A., CANADA BRANCH
Name of Lender
By:
/s/
Name:
Title:
THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
Name of Lender
By:
/s/
Name:
Title:
GE CANADA FINANCE
_____________
UNION BANK OF CALIFORNIA, N – BANK OF IRELAND
Name of Lender
By:
/s/
Name:
Title:
NATIONAL CITY BANK
Name of Lender
By:
/s/
Name:
Title:
BNP PARIBAS
Name of Lender
By:
/s/
Name:
Title:
125
UNION BANK OF CALIFORNIA, N .A.
Name of Lender
By:
/s/
Name:
Title:
THE BANK OF NEW YORK
Name of Lender
By:
/s/
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
Name of Lender
By:
/s/
_____________
Union Bank of California, N – City Bank (National City Bank Canada Branch)
15,000,000
$
15,000,000
BNP Paribas (BNP Paribas (Canada))*
2,000,000
5,000,000
8,000,000
$
15,000,000
Union Bank of California, N .A. (Union Bank of California, N.A., Canada Branch)*
2,000,000
13,000,000
$
15,000,000
The Bank of New York
3,000,000
12,000,000
$
_____________
dt 1706889
|
Preview
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| 2008 |
Joinder Agreement
Joinder Agreement (5K)
Doc #3284590: Click preview link for longer preview.
JOINDER AGREEMENT
Reference is made to the Third Amended and Restated Credit Agreement dated as of October 31, 2007 (as it may be amended, modified, extended or restated from time to time, the �Credit Agreement�; all of the defined terms in the Credit Agreement are incorporated herein by reference) among GENERAL CABLE INDUSTRIES, INC., a Delaware corporation (the �Borrower�), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, Issuing Banks party thereto and GE BUSINESS FINANCIAL SERVICES INC. (FORMERLY . . .
3284590
| | |
Preview
Full Doc
| 2004 |
L200,000,000 Multi-Currency Term, Revolving Credit Facilities Agreement
L200,000,000 Multi-Currency Term, Revolving Credit Facilities Agreement (454K)
Doc #249348: Click preview link for longer preview.
L200,000,000 MULTI-CURRENCY TERM, REVOLVING CREDIT FACILITIES
AGREEMENT
dated MARCH 2004
for
IRON MOUNTAIN EUROPE LIMITED
arranged by
BARCLAYS CAPITAL
and
THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
WITH
THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
acting as Facility Agent
and
THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
acting as Security Trustee
-------------------------------------------------
L200,000,000 MULTI-CURRENCY TERM, REVOLVING
CREDIT FACILITIES AGREEMENT
-------------------------------------------------
{Page}
CONTENTS
{Table}
{Caption}
CLAUSE PAGE
{S} {C}
1. Definitions And Interpretation.........................................................1
2. The Facilities........................................................................21
3. Purpose...............................................................................22
4. Conditions Of Utilisation.............................................................23
5. Utilisation Of Loans..................................................................25
6. Utilisation - Letters Of Credit.......................................................26
7. Letters Of Credit.....................................................................28
8. Optional Currencies...................................................................31
9. Ancillary Facilities..................................................................31
10. Repayment.............................................................................33
11. Prepayment And Cancellation...........................................................34
12. Interest..............................................................................40
13. Interest Periods......................................................................41
14. Changes To The Calculation Of Interest................................................41
15. Fees..................................................................................43
16. Tax Gross Up And Indemnities..........................................................45
17. Increased Costs.......................................................................49
18. Other Indemnities.....................................................................50
19. Mitigation By The Lenders.............................................................51
20. Costs And Expenses....................................................................52
21. Guarantee And Indemnity...............................................................53
22. Representations.......................................................................57
23. Information Undertakings..............................................................62
24. Financial Covenants...................................................................66
25. General Undertakings..................................................................71
26. Events Of Default.....................................................................83
27. Changes To The Lenders................................................................88
28. Changes To The Obligors...............................................................92
29. Role Of The Facility Agent, The Arranger, The Issuing Bank And Others.................95
30. Role Of Security Trustee.............................................................101
31. Conduct Of Business By The Finance Parties...........................................110
{/Table}
{Page}
{Table}
{S} {C}
32. Sharing Among The Finance Parties....................................................110
33. Payment Mechanics....................................................................112
34. Set-Off..............................................................................115
35. Application Of Proceeds..............................................................115
36. Notices..............................................................................117
37. Calculations And Certificates........................................................120
38. Partial Invalidity...................................................................120
39. Remedies And Waivers.................................................................121
40. Amendments And Waivers...............................................................121
41. Counterparts.........................................................................122
42. Governing Law........................................................................123
43. Enforcement..........................................................................123
Schedule 1 THE ORIGINAL PARTIES...........................................................124
Part I The Original Obligors.........................................................124
Part II The Original Lenders.........................................................125
Part III Dormant Subsidiaries........................................................126
Schedule 2 CONDITIONS PRECEDENT...........................................................127
Part I Conditions Precedent To Initial Utilisation...................................127
Part II Conditions Precedent Required To Be Delivered By An Additional Obligor.......133
Part III Transaction Security Documents And Security Related Documents To Be
Delivered By Additional Obligors.........................................136
Schedule 3 REQUESTS.......................................................................137
Part I A Utilisation Request.........................................................137
Part I B Utilisation Request.........................................................139
Part II Selection Notice.............................................................141
Schedule 4 MANDATORY COST FORMULAE........................................................142
Schedule 5 FORM OF TRANSFER CERTIFICATE...................................................145
Schedule 6 FORM OF ACCESSION LETTER.......................................................147
Schedule 7 FORM OF COMPLIANCE CERTIFICATE.................................................149
Schedule 8 TIMETABLES.....................................................................151
Part I .......................................................................151
Part II Letters Of Credit............................................................153
Schedule 9 MATERIAL COMPANIES.............................................................154
Schedule 10 LMA CONFIDENTIALITY UNDERTAKING...............................................155
{/Table}
{Page}
{Table}
{S} {C}
Schedule 11...............................................................................160
Part I Existing Retained Facilities..................................................160
Part II Existing Retained Security...................................................162
Schedule 12 FORM OF LETTER OF CREDIT......................................................164
{/Table}
{Page}
THIS AGREEMENT is dated March 2004 and made
BETWEEN:
(1) IRON MOUNTAIN EUROPE LIMITED (registration number 2321917) (the
"PARENT");
(2) THE PARENT AND THE SUBSIDIARIES of the Parent listed in Part I of
Schedule 1 (THE ORIGINAL OBLIGORS) as original borrowers (the "ORIGINAL
BORROWERS");
(3) THE PARENT AND THE SUBSIDIARIES of the Parent listed in Part I of
Schedule 1 (THE ORIGINAL OBLIGORS) as original guarantors (together with
the Parent, the "ORIGINAL GUARANTORS");
(4) BARCLAYS CAPITAL and THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
(whether acting individually or together the "ARRANGER");
(5) THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (THE ORIGINAL
LENDERS) as lenders (the "ORIGINAL LENDERS");
(6) THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND as Facility Agent of
the Lenders (the "FACILITY AGENT");
(7) THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND as Security Trustee for
the Secured Parties (the "SECURITY TRUSTEE"); and
(8) THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND as issuing bank (the
"ISSUING BANK").
IT IS AGREED as follows:
SECTION 1
INTERPRETATION
1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
In this Agreement:
"ABN CHARGES" means the deeds of mortgage granted by Iron Mountain
Nederland B.V. in favour of ABN Onroerend Goed Lease B.V. and listed in
Part II (EXISTING RETAINED SECURITY) of Schedule 11.
"ABN PLEDGES" means the pledges of bank accounts dated 25 November
1996, 29 December 1997 and 31 October 2000 granted by Iron Mountain
Nederland B.V. in favour of ABN Amro and listed in Part II
(EXISTING RETAINED SECURITY) of Schedule 11.
"ACCESSION LETTER" means a document substantially in the form set out in
Schedule 6 (FORM OF ACCESSION LETTER).
"ACCOUNTING PRINCIPLES" means generally accepted accounting principles
in the United Kingdom.
"ADDITIONAL BORROWER" means a company which becomes an Additional
Borrower in accordance with Clause 28 (CHANGES TO THE OBLIGORS).
- 1 -
{Page}
"ADDITIONAL COST RATE" has the meaning given to it in Schedule 4
(MANDATORY COST FORMULAE).
"ADDITIONAL GUARANTOR" means a company which becomes an Additional
Guarantor in accordance with Clause 28 (CHANGES TO THE OBLIGORS).
"ADDITIONAL OBLIGOR" means an Additional Borrower or an Additional
Guarantor.
"AFFILIATE" means, in relation to any person, a Subsidiary of that
person or a Holding Company of that person or any other Subsidiary of
that Holding Company.
"AGENT'S SPOT RATE OF EXCHANGE" means the Facility Agent's spot rate of
exchange for the purchase of the relevant currency with the Base
Currency in the London foreign exchange market as of 11:00 a.m. on a
particular day.
"ANCILLARY COMMITMENT" means, in relation to an Ancillary Lender the
maximum amount from time to time of the Ancillary Facilities made
available by such Ancillary Lender to the extent not cancelled under
this Agreement or the Ancillary Documents relating to that Ancillary
Facility.
"ANCILLARY DOCUMENT" means each document relating to or evidencing the
terms of an Ancillary Facility.
"ANCILLARY FACILITY" means any ancillary facility made available to any
Obligor upon request as described in Clause 9 (ANCILLARY FACILITIES).
The Facility Agent hereby confirms by its signature to this Agreement
that the following are Ancillary Facilities at the date of this
Agreement,
(a) a L5,000,000 multi option facility made between Bank of Scotland
and certain Obligors dated on or about the date of this
Agreement;
(b) a L5,000,000 facility made between Barclays Bank PLC and certain
Obligors dated on or about the date of this Agreement.
"ANCILLARY LENDER" means any Lender or Lenders selected as an Ancillary
Lender by the Parent by notice to the Facility Agent. Barclays Bank PLC
and The Governor and Company of the Bank of Scotland are Ancillary
Lenders as at the date of this Agreement.
"ANCILLARY OUTSTANDINGS" means, at any time, in relation to an Ancillary
Facility the aggregate of the following amounts outstanding under that
Ancillary Facility then in force:
(a) the principal amount under each overdraft facility and on demand
short term loan facility calculated on a net basis;
(b) the face amount of each guarantee, bond and letter of credit
under each guarantee, bonding or letter of credit facility; and
249348
|
Iron Mountain
As referenced in this L200,000,000 Multi-Currency Term, Revolving Credit Facilities Agreement:
Iron Mountain Inc – time determined in accordance with Schedule 8
(TIMETABLES).
"SUBORDINATED LOANS" means the unsecured loans made by the Subordinated
Lender to the Parent under the Subordinated Loan Agreement.
"SUBORDINATED LENDER" means Iron Mountain Inc .
"SUBORDINATED LOAN AGREEMENT" means the loan agreement dated on or about
the date of this Agreement made between the Subordinated Lender and the
Parent pursuant to which the Subordinated
_____________
Iron
Mountain Inc – Parent pursuant to which the Subordinated Loans were made available.
"SUBORDINATION AGREEMENT" means the deed of subordination dated the same
date as this Agreement and made between the Security Trustee, Iron
Mountain Inc and the Obligors.
"SUBSIDIARY" means a subsidiary within the meaning of section 736 of the
Companies Act 1985.
"TARGET" means Trans-European Automated Real-time Gross Settlement
Express Transfer
_____________
Iron Mountain Inc – and other costs and expenses
relating to such refinancing; and
(ii) general corporate and working capital purposes, including
without limitation the refinancing of Financial
Indebtedness owed by the Parent to Iron Mountain Inc . and
incurred in connection with the Hays IMS Acquisition (the
"HAYS IMS ACQUISITION INDEBTEDNESS").
(b) Each Borrower shall apply all amounts borrowed by it under the
Revolving Facility towards
_____________
Iron
Mountain Inc – 5 YEAR-END
With the exception of the proposed change of its year-end (and that of
any applicable member of the Group) to accord with the year-end of Iron
Mountain Inc , the Parent must not change its financial year-end without
the prior written consent of the Facility Agent.
23.6 INFORMATION: MISCELLANEOUS
The Parent shall supply to the Facility
_____________
dt 1326025
;
ISDA
As referenced in this L200,000,000 Multi-Currency Term, Revolving Credit Facilities Agreement:
ISDA – to which it is at any time party
will be in the form of the ISDA 1992 Master Agreement and
will provide for the "Second Method" (that is, two way
payments)
_____________
ISDA
– Facility Agent; or
(ii) an Illegality or a Tax Event (each as defined in the ISDA
1992 Master Agreement) has occurred; or
(iii) the Facility Agent has served a notice
_____________
dt 75954
;
Bank of Ireland
As referenced in this L200,000,000 Multi-Currency Term, Revolving Credit Facilities Agreement:
Bank of Ireland – 750,000
The Governor and Company of the Bank of Scotland 20,000,000 20,000,000
The Governor and Company of the Bank of Ireland 12,500,000 12,500,000
----------- -----------
Total 100,000,000 100,000,000
{/Table}
- 125 -
{Page}
PART III
DORMANT SUBSIDIARIES
{Table}
{Caption}
_____________
BANK OF IRELAND
– Address: Corporate Banking
123 St Vincent Street
Glasgow G2 5EA
Fax: 0141 207 1205
Attention: Alison Campbell
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
By: /s/
Address: Corporate Relationship Banking
Eastcheap Court
11 Philpot Lane
London
EC3M 8BA
Fax: 020 7 626 2405
Attention: Brendan Gilmore/
_____________
dt 238239
;
|
Barclays Bank
As referenced in this L200,000,000 Multi-Currency Term, Revolving Credit Facilities Agreement:
Barclays Bank PLC – Bank of Scotland
and certain Obligors dated on or about the date of this
Agreement;
(b) a L5,000,000 facility made between Barclays Bank PLC and certain
Obligors dated on or about the date of this Agreement.
"ANCILLARY LENDER" means any Lender or Lenders selected as an Ancillary
_____________
Barclays Bank PLC
– this Agreement.
"ANCILLARY LENDER" means any Lender or Lenders selected as an Ancillary
Lender by the Parent by notice to the Facility Agent. Barclays Bank PLC
and The Governor and Company of the Bank of Scotland are Ancillary
Lenders as at the date of this Agreement.
"ANCILLARY OUTSTANDINGS"
_____________
Barclays Bank
PLC, – and manager or administrative
receiver of the whole or any part of the Charged Property.
"REFERENCE BANKS" means the principal London offices of Barclays Bank
PLC, The Governor and Company of the Bank of Scotland and HSBC Bank plc
or such other banks as may be appointed by
_____________
Barclays Bank
PLC. – time.
1.5 BARCLAYS CAPITAL
References in the Finance Documents to "Barclays Capital" are references
to Barclays Capital, the investment banking division of Barclays Bank
PLC.
- 20 -
{Page}
SECTION 2
THE FACILITIES
2. THE FACILITIES
2.1 THE FACILITIES
(a) Subject to the terms of this Agreement, the
_____________
Barclays Bank PLC – COMMITMENT COMMITMENT
NAME OF ORIGINAL LENDER L L
{S} {C} {C}
Allied Irish Banks, P.L.C. 8,750,000 8,750,000
Barclays Bank PLC 20,000,000 20,000,000
Bear Stearns Corporate Lending Inc. 15,000,000 15,000,000
HSBC Bank plc 15,000,
_____________
dt 108637
;
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Opinion of Counsel
Opinion of Counsel (3K)
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4019553
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| 2006 |
Outsourcing Agreement
Outsourcing Agreement (164K)
Doc #1201809: Click preview link for longer preview.
Confidential materials omitted and filed
separately with the Securities and Exchange
Commission. Asterisks denote such omission.
OUTSOURCING AGREEMENT
dated as of October 10, 2005
among
NOVATION, LLC,
VHA INC.,
UNIVERSITY HEALTHSYSTEM CONSORTIUM,
HEALTHCARE PURCHASING PARTNERS INTERNATIONAL, LLC,
and
GLOBAL HEALTHCARE EXCHANGE, LLC
TABLE OF CONTENTS
Page
1.
. . .
1201809
|
Iron Mountain
As referenced in this Outsourcing Agreement:
Iron Mountain, Inc – to provide the Services and any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the Current Version) with Iron Mountain, Inc . or another escrow agent reasonably agreed by the Parties (the Escrow Agent) pursuant to an escrow agreement executed by each of the Parties and the Escrow Agent, in form
_____________
dt 1326028
;
Neoforma
As referenced in this Outsourcing Agreement:
Neoforma, Inc. – other [*****].
[*****] Period means the period of time during which [*****] provides the [*****].
[*****] Services means the services necessary to maintain and operate [*****] during the [*****], including access to [*****] by [*****], [*****] and each [*****].
Neoforma means Neoforma, Inc. , a Delaware corporation.
Neoforma Outsourcing Agreement means that certain Fourth Amended and Restated Outsourcing and Operating Agreement by and among Neoforma, Novation, VHA, UHC and HPPI dated as of
_____________
dt 1463593
;
|
McDermott Will
As referenced in this Outsourcing Agreement:
McDermott Will – York 10036-6522
Attn: Nancy A. Lieberman, Esq.
If to UHC:
University HealthSystem Consortium
2001 Spring Road, Suite 700
Oak Brook, Illinois 60523
Attn: General Counsel
With a copy to:
McDermott Will & Emery LLP
227 West Monroe Street
Chicago, Illinois 60606
Attn: Dean A. Kant, Esq.
-53-
If to Service Provider:
Global Healthcare Exchange, LLC
11000 Westmoor Circle, Suite 400
_____________
dt 1436151
;
Skadden
As referenced in this Outsourcing Agreement:
Skadden, Arps – Carpenter Freeway
Irving, Texas 75062
Attn: General Counsel
If to VHA:
VHA, Inc.
220 East Las Colinas Boulevard
Irving, Texas 75039-5500
Attn: Chief Financial Officer
With a copy to:
Skadden, Arps , Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
Attn: Nancy A. Lieberman, Esq.
If to UHC:
University HealthSystem Consortium
2001 Spring Road, Suite
_____________
dt 1431690
|
Preview
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| 2005 |
Outsourcing Agreement
Outsourcing Agreement (163K)
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Confidential materials omitted and filed
separately with the Securities and Exchange
Commission. Asterisks denote such omission.
OUTSOURCING AGREEMENT
dated as of October 10, 2005
among
NOVATION, LLC,
VHA INC.,
UNIVERSITY HEALTHSYSTEM CONSORTIUM,
HEALTHCARE PURCHASING PARTNERS INTERNATIONAL, LLC,
and
GLOBAL HEALTHCARE EXCHANGE, LLC
TABLE OF CONTENTS
. . .
1201923
|
Iron Mountain
As referenced in this Outsourcing Agreement:
Iron Mountain, Inc – to provide the Services and any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the Current Version) with Iron Mountain, Inc . or another escrow agent reasonably agreed by the Parties (the Escrow Agent) pursuant to an escrow agreement executed by each of the Parties and the Escrow Agent, in form
_____________
dt 1326030
;
Neoforma
As referenced in this Outsourcing Agreement:
Neoforma, Inc. – Commission. Asterisks denote such omission.
-5-
[*****] Period means the period of time during which [*****] [*****] the [*****].
[*****] Services means the services necessary to [*****] and [*****] [*****] during the [*****], including [*****] to [*****] by [*****], [*****] and [*****] [*****].
Neoforma means Neoforma, Inc. , a Delaware corporation.
Neoforma Outsourcing Agreement means that certain Fourth Amended and Restated Outsourcing and Operating Agreement by and among Neoforma, Novation, VHA, UHC and HPPI dated as of
_____________
dt 1463599
;
|
McDermott Will
As referenced in this Outsourcing Agreement:
McDermott Will – 10036-6522
Attn: Nancy A. Lieberman, Esq.
-53-
If to UHC:
University HealthSystem Consortium
2001 Spring Road, Suite 700
Oak Brook, Illinois 60523
Attn: General Counsel
With a copy to:
McDermott Will & Emery LLP
227 West Monroe Street
Chicago, Illinois 60606
Attn: Dean A. Kant, Esq.
If to Service Provider:
Global Healthcare Exchange, LLC
11000 Westmoor Circle, Suite 400
Westminster,
_____________
dt 1436153
;
Skadden
As referenced in this Outsourcing Agreement:
Skadden, Arps – Carpenter Freeway
Irving, Texas 75062
Attn: General Counsel
If to VHA:
VHA, Inc.
220 East Las Colinas Boulevard
Irving, Texas 75039-5500
Attn: Chief Financial Officer
With a copy to:
Skadden, Arps , Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
Attn: Nancy A. Lieberman, Esq.
-53-
If to UHC:
University HealthSystem Consortium
2001 Spring Road,
_____________
dt 1431693
|
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| 2005 |
Outsourcing Agreement
Outsourcing Agreement (256K)
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CONFIDENTIAL MATERIALS OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. ASTERISKS DENOTE SUCH OMISSION.
================================================================================
OUTSOURCING AGREEMENT
dated as of October 10, 2005
among
NOVATION, LLC,
VHA INC.,
. . .
1201934
|
Iron Mountain
As referenced in this Outsourcing Agreement:
Iron Mountain, Inc – to provide the Services and any
associated documentation that exists, other
than software relating to the Novation
Marketplace as it exists immediately before
the Effective Time (the "CURRENT VERSION")
with Iron Mountain, Inc . or another escrow
agent reasonably agreed by the Parties (the
"ESCROW AGENT") pursuant to an escrow
agreement executed by each of the Parties
and the Escrow Agent, in form
_____________
dt 1326031
;
Neoforma
As referenced in this Outsourcing Agreement:
Neoforma, Inc. – DENOTE SUCH OMISSION.
<PAGE>
"[*****] PERIOD" means the period of time during which [*****] [*****]
the [*****].
"[*****] SERVICES" means the services necessary to [*****] and [*****]
[*****] during the [*****], including [*****] to [*****] by [*****], [*****] and
[*****] [*****].
"NEOFORMA" means Neoforma, Inc. , a Delaware corporation.
"NEOFORMA OUTSOURCING AGREEMENT" means that certain Fourth Amended and
Restated Outsourcing and Operating Agreement by and among Neoforma, Novation,
VHA, UHC and HPPI dated as of
_____________
dt 1463602
;
|
McDermott Will
As referenced in this Outsourcing Agreement:
McDermott Will – Square
Irving, Texas 75039-5500 New York, New York 10036-6522
Attn: Chief Financial Officer Attn: Nancy A. Lieberman, Esq.
IF TO UHC: WITH A COPY TO:
University HealthSystem Consortium McDermott Will & Emery LLP
2001 Spring Road, Suite 700 227 West Monroe Street
Oak Brook, Illinois 60523 Chicago, Illinois 60606
Attn: General Counsel Attn: Dean A. Kant, Esq.
IF TO
_____________
dt 1436156
;
Skadden
As referenced in this Outsourcing Agreement:
Skadden, Arps – delivery, when received, as applicable:
IF TO NOVATION:
Novation, LLC
125 East John Carpenter Freeway
Irving, Texas 75062
Attn: General Counsel
IF TO VHA: WITH A COPY TO:
VHA, Inc. Skadden, Arps , Slate, Meagher & Flom LLP
220 East Las Colinas Boulevard Four Times Square
Irving, Texas 75039-5500 New York, New York 10036-6522
Attn: Chief Financial Officer Attn: Nancy
_____________
dt 1431694
|
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Outsourcing Agreement
Outsourcing Agreement (250K)
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Confidential materials omitted and filed
separately with the Securities and Exchange
Commission. Asterisks denote such omission.
================================================================================
OUTSOURCING AGREEMENT
dated as of October 10, 2005
among
NOVATION, LLC,
VHA INC.,
. . .
1807776
|
Iron Mountain
As referenced in this Outsourcing Agreement:
Iron Mountain, Inc – to provide the Services and any
associated documentation that exists, other
than software relating to the Novation
Marketplace as it exists immediately before
the Effective Time (the "Current Version")
with Iron Mountain, Inc . or another escrow
agent reasonably agreed by the Parties (the
"Escrow Agent") pursuant to an escrow
agreement executed by each of the Parties
and the Escrow Agent, in form
_____________
dt 1326033
;
Neoforma
As referenced in this Outsourcing Agreement:
Neoforma, Inc. – other [*****].
"[*****] Period" means the period of time during which [*****] provides
the [*****].
"[*****] Services" means the services necessary to maintain and operate
[*****] during the [*****], including access to [*****] by [*****], [*****] and
each [*****].
"Neoforma" means Neoforma, Inc. , a Delaware corporation.
"Neoforma Outsourcing Agreement" means that certain Fourth Amended and
Restated Outsourcing and Operating Agreement by and among Neoforma, Novation,
VHA, UHC and HPPI dated as of
_____________
dt 1463606
;
|
McDermott Will
As referenced in this Outsourcing Agreement:
McDermott Will – Square
Irving, Texas 75039-5500 New York, New York 10036-6522
Attn: Chief Financial Officer Attn: Nancy A. Lieberman, Esq.
If to UHC: With a copy to:
University HealthSystem Consortium McDermott Will & Emery LLP
2001 Spring Road, Suite 700 227 West Monroe Street
Oak Brook, Illinois 60523 Chicago, Illinois 60606
Attn: General Counsel Attn: Dean A. Kant, Esq.
{/TABLE}
-53-
{PAGE}
{
_____________
dt 1436310
;
Skadden
As referenced in this Outsourcing Agreement:
Skadden, Arps – applicable:
If to Novation:
Novation, LLC
125 East John Carpenter Freeway
Irving, Texas 75062
Attn: General Counsel
{TABLE}
{CAPTION}
{S} {C}
If to VHA: With a copy to:
VHA, Inc. Skadden, Arps , Slate, Meagher & Flom LLP
220 East Las Colinas Boulevard Four Times Square
Irving, Texas 75039-5500 New York, New York 10036-6522
Attn: Chief Financial Officer Attn: Nancy A.
_____________
dt 1432496
|
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Pooling and Servicing Agreement
Pooling and Servicing Agreement (348K)
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POOLING AND SERVICING AGREEMENT
among
NISSAN AUTO RECEIVABLES CORPORATION II,
Seller,
NISSAN MOTOR ACCEPTANCE CORPORATION,
Servicer and in its individual capacity,
and
________________________________,
Trustee
Dated as of ______________
. . .
2265483
|
Iron Mountain
As referenced in this Pooling and Servicing Agreement:
Iron Mountain, Inc – 1
{PAGE}
SCHEDULE A
{PAGE}
SCHEDULE B
LOCATION OF THE RECEIVABLES FILES
1. Nissan Motor Acceptance Corporation,
including its Infiniti Financial Services Division
2901 Kinwest Parkway
Irving, Texas 75063
2. Iron Mountain, Inc .
1235 N. Union Bower
Irving, Texas 75061
3. Nissan North America, Inc.
Denver Data Center
106 Inverness Circle
East Englewood, Colorado 80112-5312
4. Arcus
15505 East Hinsdale Circle
_____________
dt 1562418
;
McGraw-Hill Companies
As referenced in this Pooling and Servicing Agreement:
McGraw-Hill Companies, Inc – the Specified Subordination Spread
Account Balance shall be the greater of the balance described above and
$______________.
"Standard & Poor's" means Standard & Poor's Rating Services, a
division of The McGraw-Hill Companies, Inc .
"State" means any state or commonwealth of the United States
of America or the District of Columbia.
"Subordination Initial Deposit" means $_______________.
"Subordination Spread Account Property" shall have the
_____________
McGraw-Hill Companies, Inc – ABS Monitoring
Department, 99 Church Street, New York, New York 10007, and (iv) in the case of
Standard & Poor's, to Standard & Poor's Rating Services, a division of The
McGraw-Hill Companies, Inc ., 55 Water Street, New York, New York 10041-0003,
Attention: Asset Backed Surveillance Department; or, as to each of the
foregoing, at such other address as
75
{PAGE}
shall
_____________
dt 1520339
;
|
Fannie Mae
As referenced in this Pooling and Servicing Agreement:
Federal
National Mortgage Association – in applicable law or
regulations or the interpretation thereof;
(b) with respect to any security issued by the U.S.
Treasury, the Federal Home Loan Mortgage Corporation or by the Federal
National Mortgage Association that is a book-entry security held
through the Federal Reserve System pursuant to Federal book-entry
regulations, the following procedures, all in accordance with
applicable law, including applicable
_____________
dt 1606464
;
Cede
As referenced in this Pooling and Servicing Agreement:
CEDE & Co. – of, the Seller. The Class A Certificates
and the Class B Certificates delivered to The Depository Trust Company shall
initially be registered on the Certificate Register in the name of CEDE & Co. ,
the nominee of the initial Clearing Agency, and no Certificate Owner will
receive a definitive certificate representing such Certificate Owner's interest
in the Class A Certificates or the
_____________
CEDE
& Co. – Hinsdale Circle
Englewood, Colorado 80112
{PAGE}
EXHIBIT A: FORM OF CLASS A CERTIFICATE SEE REVERSE FOR
CERTAIN DEFINITIONS
[the following legend to be inserted if this Certificate is issued to CEDE
& Co. :]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE
_____________
CEDE & CO. – DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS
_____________
CEDE & CO. – CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
_____________
CEDE & CO. – BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. , HAS AN INTEREST
HEREIN.
NISSAN AUTO RECEIVABLES _______ GRANTOR TRUST
[_]% ASSET BACKED CERTIFICATE
CLASS A
evidencing a fractional undivided interest in the Trust, as defined below, the
property
_____________
dt 1631827
|
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Strategic Alliance Agreement
Strategic Alliance Agreement (127K)
Doc #2428689: Click preview link for longer preview.
SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
STRATEGIC ALLIANCE AGREEMENT
This Strategic Alliance Agreement ("Agreement") is entered into effective April
3, 2006 ("Effective Date") between Motorola Wireline Networks, Inc., a Delaware
corporation with offices at Two Tech Drive, Andover, MA 01810 ("Motorola"), and
Amedia Networks, Inc., a Delaware corporation with a principal place of business
at 2 Corbett Way, Eatontown, NJ 07724 ("Amedia"). Motorola and Amedia may be
referred to individually as a . . .
2428689
|
Iron Mountain
As referenced in this Strategic Alliance Agreement:
Iron Mountain, Inc – any modifications to the source code,
provided to Motorola under this Agreement (collectively the "Escrow
Materials") in escrow (in electronic text format compatible with vi or
EMACS text editors) with Iron Mountain, Inc . The Parties shall use their
best commercially reasonable efforts to enter into the Escrow Agreement
in Exhibit C with Iron Mountain within 90 days following the Effective
Date. Amedia
_____________
dt 1638555
;
Amedia Networks
As referenced in this Strategic Alliance Agreement:
Amedia Networks, Inc – Agreement ("Agreement") is entered into effective April
3, 2006 ("Effective Date") between Motorola Wireline Networks, Inc., a Delaware
corporation with offices at Two Tech Drive, Andover, MA 01810 ("Motorola"), and
Amedia Networks, Inc ., a Delaware corporation with a principal place of business
at 2 Corbett Way, Eatontown, NJ 07724 ("Amedia"). Motorola and Amedia may be
referred to individually as a "Party" or
_____________
AMEDIA NETWORKS, INC – will be construed as and constitute the same
agreement.
24
{PAGE}
The Parties have signed below to indicate their acceptance of the terms of this
Agreement.
MOTOROLA WIRELINE NETWORKS, INC. AMEDIA NETWORKS, INC .
By: /S/ THOMAS E. MADER By: /S/ FRANK GALUPPO
----------------------------- -----------------------------
Name: THOMAS E. MADER Name: FRANK GALUPPO
Title: CORPORATE VICE PRESIDENT, Title: CHIEF EXECUTIVE OFFICER
WIRELINE
25
{PAGE}
EXHIBIT A
_____________
AMEDIA NETWORKS, INC – FRANK GALUPPO
----------------------------- -----------------------------
Name: THOMAS E. MADER Name: FRANK GALUPPO
Title: CORPORATE VICE PRESIDENT, Title: CHIEF EXECUTIVE OFFICER
WIRELINE
25
{PAGE}
EXHIBIT A
SOW
MOTOROLA WIRELINE NETWORKS, INC. ("MOTOROLA")
[MOTOROLA LOGO]
AMEDIA NETWORKS, INC . ("AMEDIA")
[AMEDIA LOGO]
MOTOROLA IPTV GATEWAY PROJECT
STATEMENT OF WORK (SOW)
XX2006-MOT-001
i
{PAGE}
Confidential Proprietary
VERSION HISTORY
{TABLE}
{CAPTION}
---------------- ---------------- ------------------------------------------------------------------------------
VERSION # DATE DESCRIPTION OF MAJOR CHANGES
---------------- ---------------- ------------------------------------------------------------------------------
{C} {
_____________
AMEDIA NETWORKS, INC – to
purchase or provide Professional Services outlined in this SOW is implied. A
Purchase Order is required to consider this a firm and final order.
{TABLE}
{CAPTION}
MOTOROLA - WIRELINE NETWORKS AMEDIA NETWORKS, INC .
---------------------------------------------------------- -----------------------------------------------------
{S} {C}
SIGNATURE SIGNATURE
---------------------------------------------------------- -----------------------------------------------------
PRINT NAME PRINT NAME
---------------------------------------------------------- -----------------------------------------------------
TITLE TITLE
---------------------------------------------------------- -----------------------------------------------------
DATE DATE
{/TABLE}
Page ii of 42
Confidential Proprietary
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
{S} {C}
Table of
_____________
dt 1660129
;
|
BroadVision
As referenced in this Strategic Alliance Agreement:
Interleaf – provided on a mutually
agreed schedule. Updates to Courseware will be provided at no charge
when made available. Amedia will provide Courseware electronically in a
format that is compatible with Interleaf (Unix-based) or Microsoft Word
and PowerPoint for PC Windows application. Amedia will solicit
Motorola's input when developing Courseware.
12.2.1. Amedia will provide electronic source material
_____________
dt 1622759
|
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Supplemental Indenture
Supplemental Indenture (9K)
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2272841
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Third Supplemental Indenture
Third Supplemental Indenture (134K)
Doc #2258676: Click preview link for longer preview.
IRON MOUNTAIN INCORPORATED
THE GUARANTORS NAMED HEREIN
AND
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee
8?% Senior Subordinated Notes due 2018
THIRD SUPPLEMENTAL INDENTURE
Dated as of July 17, 2006
TO
SENIOR SUBORDINATED INDENTURE
Dated as of December 30, 2002
TABLE OF CONTENTS
Page
ARTICLE 1. DEFINITIONS
1
Section 1.1. . . .
2258676
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BNY
As referenced in this Third Supplemental Indenture:
BANK OF NEW YORK –
EX-4.1 2 ex4-1.htm
Exhibit 4.1
IRON MOUNTAIN INCORPORATED
THE GUARANTORS NAMED HEREIN
AND
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee
8% Senior Subordinated Notes due 2018
THIRD SUPPLEMENTAL INDENTURE
Dated as of July 17, 2006
TO
SENIOR SUBORDINATED INDENTURE
Dated as of December 30,
_____________
BANK OF NEW YORK – Indenture), 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
_____________
BANK OF NEW YORK – as Owner Trustee under that certain
Owner Trust Agreement dated as of July 1, 1999, as
amended
By: /s/ Timothy A. Donmoyer
Name: Timothy A. Donmoyer
Title: Vice President
THE BANK OF NEW YORK TRUST COMPANY, N.A.
By: /s/ Chi C. Ma
Name: Chi C. Ma
Title: Vice President
EXHIBIT A
FORM OF NOTES
[Face of Note]
8 % Senior Subordinated Notes due 2018
_____________
BANK OF NEW YORK – Dated: July 17, 2006
IRON MOUNTAIN INCORPORATED
By: __________________
Name:
Title:
By: __________________
Name:
Title:
(SEAL)
This is one of the Notes
referred to in the within-
mentioned Indenture:
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee
By:_______________________________
Authorized Signature
8 % Senior Subordinated Notes due 2018
This Security is a Global Security within the meaning of the Indenture hereinafter referred
_____________
Bank of New York – if any, and interest by check payable in such money. It may mail an interest check to a Holders registered address.
3. PAYING AGENT, REGISTRAR AND SERVICE AGENT. Initially, The Bank of New York Trust Company, N.A., the Trustee under the Indenture, will act as paying agent, registrar and service agent. The Notes may be presented for registration of transfer and exchange at
_____________
dt 1658936
;
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JPMorgan Chase
As referenced in this Third Supplemental Indenture:
JPMorgan Chase Bank, – accordance with GAAP (excluding any such non-cash charge to the extent that it requires an accrual of or reserve for cash charges for any future period).
Credit Agent means JPMorgan Chase Bank, in its capacity as administrative agent for the lenders party to the Credit Agreement, or any successor or successors party thereto.
Credit Agreement means that certain Amended and Restated
_____________
dt 1409746
;
U.S. Bank, NA
As referenced in this Third Supplemental Indenture:
U.S. BANK NATIONAL ASSOCIATION, – By: Iron Mountain Global, Inc., its sole member
By: /s/ Garry B. Watzke
Name: Garry B. Watzke
Title: Senior Vice President and
General Counsel
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/ Timothy A. Donmoyer
Name:
_____________
U.S. BANK NATIONAL ASSOCIATION, – Restated Owner Trust Agreement dated
as of October 1, 1998, as amended
By: /s/ Timothy A. Donmoyer
Name: Timothy A. Donmoyer
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/ Timothy A. Donmoyer
Name: Timothy A. Donmoyer
_____________
dt 1345132
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Preview
Full Doc
| 2002 |
Underwriting Agreement
Underwriting Agreement (127K)
Doc #125156: Click preview link for longer preview.
UNDERWRITING AGREEMENT
December 16, 2002
Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179
Ladies/Gentlemen:
Iron Mountain Incorporated, a corporation organized and existing under
the laws of Pennsylvania (the "COMPANY"), proposes, subject to the terms and
conditions stated herein, to issue and sell to the several underwriters named in
Schedule I hereto (the "UNDERWRITERS"), for whom Bear, Stearns & Co. Inc. is
acting as representative (the "REPRESENTATIVE"), an aggregate of $100,000,000
principal amount of the Company's 7-3/4% Senior Subordinated Notes due 2015 (the
"NOTES"). The Notes will be irrevocably and unconditionally guaranteed (the
"GUARANTEES") by the subsidiaries of the Company listed in Schedule II hereto
that have signed this Agreement (each, a "GUARANTOR" and, collectively, the
"GUARANTORS"), and will be issued pursuant to the Base Indenture, as
supplemented by the First Supplemental Indenture thereto (as so supplemented,
the "INDENTURE"), each to be dated as of the Closing Date (as hereinafter
defined), among the Company, the Guarantors and The Bank of New York, as trustee
(in such capacity, the "TRUSTEE"). If you are the only Underwriter, all
references herein to the Representative shall be deemed to be to the
Underwriter.
1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE GUARANTORS.
The Company and each of the Guarantors jointly and severally represents and
warrants to, and agrees with, each of the Underwriters that:
(a) The Company has filed with the Securities and Exchange
Commission (the "COMMISSION") a registration statement on Form S-3 (No.
333-54030), filed on January 19, 2001, as amended by Amendment No. 1 thereto,
filed on January 29, 2001 (the "2001 REGISTRATION STATEMENT") and a registration
statement on Form S-3 (No. 333-75068), filed on December 13, 2001, as amended by
Amendment No. 1 thereto, filed on February 11, 2002 (the "2002 REGISTRATION
STATEMENT"), for the registration of the Company's debt and other securities, as
described therein, including the Notes, under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), and the offering thereof from time to time in
accordance with Rule 415 of the rules and regulations of the Commission
{PAGE}
(the "RULES AND REGULATIONS") under the Securities Act. Such registration
statements, as so amended, have been declared effective by the Commission and
copies have heretofore been delivered to the Underwriters. The 2001 Registration
Statement and the 2002 Registration Statement, as so amended, including all
information, if any, deemed to be a part thereof pursuant to Rule 430A of the
Rules and Regulations, are collectively referred to herein as the "REGISTRATION
STATEMENT." No stop order suspending the effectiveness of the Registration
Statement has been issued and no proceeding for that purpose has been initiated
or, to the Company's knowledge, threatened by the Commission. The Company will
file the Prospectus (as defined below) with the Commission pursuant to Rule
424(b) of the Rules and Regulations. The base prospectus contained in the 2001
Registration Statement and the base prospectus contained in the 2002
Registration Statement, at the time each such registration statement was
declared effective, as supplemented by the final prospectus supplement relating
to the offering and sale of the Notes (the "OFFERING"), in the form in which it
is to be filed with the Commission pursuant to Rule 424(b) of the Rules and
Regulations, are hereinafter collectively referred to as the "PROSPECTUS,"
except that if any revised prospectus or prospectus supplement shall be provided
to the Underwriters by the Company for use in connection with the Offering which
differs from the Prospectus (whether or not such revised prospectus or
prospectus supplement is required to be filed by the Company pursuant to Rule
424(b) of the Rules and Regulations), the term "Prospectus" shall refer to such
revised prospectus or prospectus supplement, as the case may be, from and after
the time it is first provided to the Underwriters for such use. Any preliminary
prospectus supplement (and the related base prospectus) relating to the Offering
filed with the Commission pursuant to Rule 424 of the Rules and Regulations is
hereafter called the "Preliminary Prospectus." Any reference herein to the
Registration Statement or the Prospectus shall be deemed to refer to and include
the documents incorporated by reference therein pursuant to Item 12 of Form S-3,
which were filed under the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT"), on or before the effective date of the Registration Statement
or the date of the Prospectus, as the case may be, and any reference herein to
the terms "amend", "amendment" or "supplement" with respect to the Registration
Statement or the Prospectus shall be deemed to refer to and include (i) the
filing of any document under the Exchange Act after the effective date of the
Registration Statement or the date of the Prospectus, as the case may be, which
is incorporated therein by reference and (ii) any such document so filed. All
references in this Agreement to the Registration Statement and the Prospectus,
or any amendments or supplements to any of the foregoing, shall be deemed to
include any copy thereof filed with the Commission pursuant to its Electronic
Data Gathering, Analysis and Retrieval System ("EDGAR").
(b) At the time of the effectiveness of the Registration Statement
or the effectiveness of any post-effective amendment to the Registration
Statement, when the Prospectus is first filed with the Commission pursuant to
Rule 424(b) or Rule 434 of the Rules and Regulations, when any supplement to or
amendment of the Prospectus is filed with the Commission, when any document
filed under the Exchange Act is filed and at the Closing Date (as hereinafter
defined), the Registration Statement and the Prospectus and any amendments
thereof and supplements thereto complied or will comply in all material respects
with the applicable provisions of the Securities Act and the Rules and
Regulations thereunder and the Exchange Act and the
125156
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Iron Mountain
As referenced in this Underwriting Agreement:
IRON MOUNTAIN INC –
{DOCUMENT}
{TYPE}EX-10
{SEQUENCE}3
{FILENAME}a2096408zex-10.txt
{DESCRIPTION}EXHIBIT 10
{TEXT}
{PAGE}
$100,000,000
7-3/4% SENIOR SUBORDINATED NOTES DUE 2015
IRON MOUNTAIN INC ORPORATED
UNDERWRITING AGREEMENT
December 16, 2002
Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179
Ladies/Gentlemen:
Iron Mountain Incorporated, a corporation organized and existing under
the
_____________
Iron Mountain Inc – 7-3/4% SENIOR SUBORDINATED NOTES DUE 2015
IRON MOUNTAIN INCORPORATED
UNDERWRITING AGREEMENT
December 16, 2002
Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179
Ladies/Gentlemen:
Iron Mountain Inc orporated, a corporation organized and existing under
the laws of Pennsylvania (the "COMPANY"), proposes, subject to the terms and
conditions stated herein, to issue and sell to the several underwriters
_____________
Iron Mountain Inc – letters
on and as of the date of this Agreement (each, an "INITIAL LETTER"), in form and
substance satisfactory to you, from each of Deloitte & Touche LLP (with respect
to Iron Mountain Inc orporated) and RSM Robson Rhodes (with respect to Iron
Mountain Europe Limited), each independent public accountants, with respect to
the financial statements and certain financial information contained in the
Prospectus
_____________
IRON MOUNTAIN INC – form of which shall be submitted to the Company for
examination, upon request, but without warranty on your part as to the authority
of the signers thereof.
Very truly yours,
IRON MOUNTAIN INC ORPORATED
By: /s/ C. Richard Reese
-----------------------------------------------
Name: C. Richard Reese
Title: Chairman & CEO
COMAC, INC.
DSI TECHNOLOGY ESCROW SERVICES, INC.
IRON MOUNTAIN GLOBAL, INC.
IRON MOUNTAIN INFORMATION MANAGEMENT, INC.
MOUNTAIN
_____________
Iron Mountain, Inc – 50.10% 50.10%
{/TABLE}
Schedule III - 2
{PAGE}
{TABLE}
{CAPTION}
ENTITY NAME ("A") OWNED BY ("B")
----------------- --------------
{S} {C}
USA
Upper Providence Venture I, L.P. PLRH, Inc. (1% GP) & Iron Mountain, Inc . (54% LP)
LATIN/SOUTH AMERICA
Sistemas de Archivo Corporativo S.A. de R.L. de C.V. Iron Mountain Mexico S.A. de R.L de C.V.
Sistemas
_____________
dt 1326023
;
Bear, Stearns
As referenced in this Underwriting Agreement:
Bear, Stearns & Co. – EXHIBIT 10
{TEXT}
{PAGE}
$100,000,000
7-3/4% SENIOR SUBORDINATED NOTES DUE 2015
IRON MOUNTAIN INCORPORATED
UNDERWRITING AGREEMENT
December 16, 2002
Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179
Ladies/Gentlemen:
Iron Mountain Incorporated, a corporation organized and existing under
the laws
_____________
Bear, Stearns & Co. – the terms and
conditions stated herein, to issue and sell to the several underwriters named in
Schedule I hereto (the "UNDERWRITERS"), for whom Bear, Stearns & Co. Inc. is
acting as representative (the "REPRESENTATIVE"), an aggregate of $100,000,000
principal amount of the Company's 7-3/4%
_____________
Bear, Stearns & Co. – writing, and:
(a) if sent to any Underwriter, shall be mailed, delivered, or
faxed and confirmed in writing, to such Underwriter c/o Bear, Stearns & Co.
Inc., 383 Madison Avenue, New York, New York 10179, Attention: John T.
Kilgallon, with a copy to Latham & Watkins, 885 Third Avenue,
_____________
BEAR, STEARNS & CO. – Jr.
Title: Trustee
By: /s/ Garry B. Watzke
-----------------------------------------------
Name: Garry B. Watzke
Title: Trustee
{PAGE}
Accepted as of the date first above written
BEAR, STEARNS & CO. INC.
By: /s/ H. C. Charles Diao
-----------------------------------------
Name: H. C. Charles Diao
Title: Senior Managing Director
{PAGE}
SCHEDULE I
Aggregate Principal Aggregate
_____________
Bear, Stearns & Co. – Director
{PAGE}
SCHEDULE I
Aggregate Principal Aggregate Purchase
Amount of Notes Price of Notes
Name Of Underwriter To be Purchased To be Purchased
------------------- ------------------- ------------------
Bear, Stearns & Co. Inc. $ 100,000,000 $ 99,000,000
================
Total..... $ 100,000,000 $ 99,000,000
S-I - 1
{PAGE}
SCHEDULE II
LIST OF
_____________
dt 106708
;
BNY
As referenced in this Underwriting Agreement:
Bank of New York, – as of the Closing Date (as hereinafter
defined), among the Company, the Guarantors and The Bank of New York, as trustee
(in such capacity, the "TRUSTEE"). If you are the only Underwriter, all
dt 41559
;
|
DTC
As referenced in this Underwriting Agreement:
Depository Trust Company – Company upon delivery of certificates for
the Notes to you through the facilities of The Depository Trust Company for the
respective accounts of the several Underwriters against receipt therefor signed
by you
Depository Trust Company – permit the Notes to be eligible for clearance and settlement
through the facilities of The Depository Trust Company .
(j) The Company will take all reasonable action necessary to
enable Standard & Poor's
Depository Trust Company – in connection with the inclusion of
the Notes in the book-entry system of The Depository Trust Company ; (iv) all
travel expenses of the Company's officers and employees and any other
Depository Trust Company – date of this Agreement.
16
{PAGE}
(m) On or prior to the Closing Date, The Depository Trust Company
shall have accepted the Notes for clearance.
(n) The Company shall have furnished the
dt 47898
;
Ballard Spahr
As referenced in this Underwriting Agreement:
Ballard Spahr – 15
{PAGE}
(g) At the Closing Date you shall have received the written
opinion of Ballard Spahr Andrews & Ingersoll, LLP, special Pennsylvania counsel
to the Company, dated the Closing Date, addressed
dt 29492
;
More... |
Preview
Full Doc
| 2002 |
Underwriting Agreement
Underwriting Agreement (127K)
Doc #1053785: Click preview link for longer preview.
<PAGE>
$100,000,000
7-3/4% SENIOR SUBORDINATED NOTES DUE 2015
IRON MOUNTAIN INCORPORATED
UNDERWRITING AGREEMENT
December 16, 2002
Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179
Ladies/Gentlemen:
Iron Mountain Incorporated, a corporation organized and existing under
the laws of Pennsylvania (the "COMPANY"), proposes, subject to the terms and
conditions stated herein, to issue and sell to . . .
1053785
|
Iron Mountain
As referenced in this Underwriting Agreement:
IRON MOUNTAIN INC –
EXHIBIT 10
$100,000,000
7-3/4% SENIOR SUBORDINATED NOTES DUE 2015
IRON MOUNTAIN INC ORPORATED
UNDERWRITING AGREEMENT
December 16, 2002
Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179
Ladies/Gentlemen:
Iron Mountain Incorporated, a corporation organized and existing under
the
_____________
Iron Mountain Inc – 7-3/4% SENIOR SUBORDINATED NOTES DUE 2015
IRON MOUNTAIN INCORPORATED
UNDERWRITING AGREEMENT
December 16, 2002
Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179
Ladies/Gentlemen:
Iron Mountain Inc orporated, a corporation organized and existing under
the laws of Pennsylvania (the "COMPANY"), proposes, subject to the terms and
conditions stated herein, to issue and sell to the several underwriters
_____________
Iron Mountain Inc – letters
on and as of the date of this Agreement (each, an "INITIAL LETTER"), in form and
substance satisfactory to you, from each of Deloitte & Touche LLP (with respect
to Iron Mountain Inc orporated) and RSM Robson Rhodes (with respect to Iron
Mountain Europe Limited), each independent public accountants, with respect to
the financial statements and certain financial information contained in the
Prospectus
_____________
IRON MOUNTAIN INC – form of which shall be submitted to the Company for
examination, upon request, but without warranty on your part as to the authority
of the signers thereof.
Very truly yours,
IRON MOUNTAIN INC ORPORATED
By: /s/ C. Richard Reese
-----------------------------------------------
Name: C. Richard Reese
Title: Chairman & CEO
COMAC, INC.
DSI TECHNOLOGY ESCROW SERVICES, INC.
IRON MOUNTAIN GLOBAL, INC.
IRON MOUNTAIN INFORMATION MANAGEMENT, INC.
MOUNTAIN
_____________
Iron Mountain, Inc – 50.10% 50.10%
Schedule III - 2
ENTITY NAME ("A") OWNED BY ("B")
----------------- --------------
USA
Upper Providence Venture I, L.P. PLRH, Inc. (1% GP) & Iron Mountain, Inc . (54% LP)
LATIN/SOUTH AMERICA
Sistemas de Archivo Corporativo S.A. de R.L. de C.V. Iron Mountain Mexico S.A. de R.L de C.V.
Sistemas
_____________
dt 1865676
;
Bear, Stearns
As referenced in this Underwriting Agreement:
Bear, Stearns & Co – SEQUENCE>3
a2096408zex-10.txt
EXHIBIT 10
$100,000,000
7-3/4% SENIOR SUBORDINATED NOTES DUE 2015
IRON MOUNTAIN INCORPORATED
UNDERWRITING AGREEMENT
December 16, 2002
Bear, Stearns & Co . Inc.
383 Madison Avenue
New York, New York 10179
Ladies/Gentlemen:
Iron Mountain Incorporated, a corporation organized and existing under
the laws of Pennsylvania (the "COMPANY"), proposes, subject to
_____________
Bear, Stearns & Co – of Pennsylvania (the "COMPANY"), proposes, subject to the terms and
conditions stated herein, to issue and sell to the several underwriters named in
Schedule I hereto (the "UNDERWRITERS"), for whom Bear, Stearns & Co . Inc. is
acting as representative (the "REPRESENTATIVE"), an aggregate of $100,000,000
principal amount of the Company's 7-3/4% Senior Subordinated Notes due 2015 (the
"NOTES").
_____________
Bear, Stearns & Co – otherwise
specifically provided herein, shall be in writing, and:
(a) if sent to any Underwriter, shall be mailed, delivered, or
faxed and confirmed in writing, to such Underwriter c/o Bear, Stearns & Co .
Inc., 383 Madison Avenue, New York, New York 10179, Attention: John T.
Kilgallon, with a copy to Latham & Watkins, 885 Third Avenue, New York, New York
10022, Attention: Robert
_____________
BEAR, STEARNS & CO – F. Kenny, Jr.
-----------------------------------------------
Name: John F. Kenny, Jr.
Title: Trustee
By: /s/ Garry B. Watzke
-----------------------------------------------
Name: Garry B. Watzke
Title: Trustee
Accepted as of the date first above written
BEAR, STEARNS & CO . INC.
By: /s/ H. C. Charles Diao
-----------------------------------------
Name: H. C. Charles Diao
Title: Senior Managing Director
SCHEDULE I
Aggregate Principal Aggregate Purchase
Amount of Notes Price of Notes
_____________
Bear, Stearns & Co – H. C. Charles Diao
Title: Senior Managing Director
SCHEDULE I
Aggregate Principal Aggregate Purchase
Amount of Notes Price of Notes
Name Of Underwriter To be Purchased To be Purchased
------------------- ------------------- ------------------
Bear, Stearns & Co . Inc. $ 100,000,000 $ 99,000,000
================
Total..... $ 100,000,000 $ 99,000,000
S-I - 1
SCHEDULE II
LIST OF GUARANTORS
NAME
Iron Mountain Information Management, Inc.
_____________
dt 1361365
;
|
BNY
As referenced in this Underwriting Agreement:
Bank of New York, – by the First Supplemental Indenture thereto (as so supplemented,
the "INDENTURE"), each to be dated as of the Closing Date (as hereinafter
defined), among the Company, the Guarantors and The Bank of New York, as trustee
(in such capacity, the "TRUSTEE"). If you are the only Underwriter, all
references herein to the Representative shall be deemed to be to the
Underwriter.
1. REPRESENTATIONS
_____________
dt 1585968
;
Latham & Watkins
As referenced in this Underwriting Agreement:
Latham & Watkins – the name of such
Underwriter on Schedule I hereto.
(b) Payment of the purchase price for, and delivery of
certificates for, the Notes shall be made at the office of Latham & Watkins , 885
Third Avenue, New York, New York 10022 ("UNDERWRITERS' COUNSEL"), or at such
other place as shall be agreed upon by you and the Company, at 10:00 A.
_____________
Latham & Watkins – as Annex III and in form and substance reasonably
satisfactory to the Underwriters and Underwriters' Counsel.
(h) The Underwriters shall have received on the Closing Date the
written opinion of Latham & Watkins , counsel for the Underwriters, dated the
Closing Date, as to such matters as the Underwriters shall reasonably request.
(i) The Underwriters shall have received (i) a letter or letters
_____________
Latham & Watkins – faxed and confirmed in writing, to such Underwriter c/o Bear, Stearns & Co.
Inc., 383 Madison Avenue, New York, New York 10179, Attention: John T.
Kilgallon, with a copy to Latham & Watkins , 885 Third Avenue, New York, New York
10022, Attention: Robert A. Zuccaro, Esq.;
(b) if sent to the Company, shall be mailed, delivered, or faxed
and confirmed in writing
_____________
dt 1339225
|
Preview
Full Doc
| 2001 |
Underwriting Agreement
Underwriting Agreement (124K)
Doc #1053890: Click preview link for longer preview.
IRON MOUNTAIN INCORPORATED
UNDERWRITING AGREEMENT
March 27, 2001
Bear, Stearns & Co. Inc.
William Blair & Company, L.L.C.
Fleet Securities, Inc.
Goldman, Sachs & Co.
JPMorgan, a division of Chase Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Ladies/Gentlemen:
Iron Mountain Incorporated, a corporation organized and existing under the
laws of . . .
1053890
|
Iron Mountain
As referenced in this Underwriting Agreement:
IRON MOUNTAIN INC –
EXHIBIT 10
EXHIBIT 10
$225,000,000
8 5/8% SENIOR SUBORDINATED NOTES DUE 2013
IRON MOUNTAIN INC ORPORATED
UNDERWRITING AGREEMENT
March 27, 2001
Bear, Stearns & Co. Inc.
William Blair & Company, L.L.C.
Fleet Securities, Inc.
Goldman, Sachs & Co.
JPMorgan, a division of Chase Securities Inc.
Merrill
_____________
Iron Mountain Inc – Co.
JPMorgan, a division of Chase Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Ladies/Gentlemen:
Iron Mountain Inc orporated, a corporation organized and existing under the
laws of Pennsylvania (the "COMPANY"), proposes, subject to the terms and
conditions stated herein, to issue and sell to the several underwriters
_____________
Iron Mountain Inc – letters on and as
of the date of this Agreement (each, an "INITIAL LETTER"), in form and
substance satisfactory to you, from each of Arthur Andersen LLP (with
respect to Iron Mountain Inc orporated), RSM Robson Rhodes (with respect to
Iron Mountain Europe Limited), Moss Adams LLP (with respect to Data Base,
Inc. and Affiliate) and Deloitte & Touche LLP (with respect to Data
_____________
IRON MOUNTAIN INC – form of which shall be submitted to the Company for
examination, upon request, but without warranty on your part as to the authority
of the signers thereof.
Very truly yours,
IRON MOUNTAIN INC ORPORATED
By: /S/ C. RICHARD REESE
--------------------------------------
Name: C. Richard Reese
Title: Chairman of the Board and
Chief Executive Officer
ARCUS DATA SECURITY, INC.
COMAC, INC.
DSI TECHNOLOGY ESCROW SERVICES, INC.
_____________
Iron Mountain, Inc – LLC DSI
Technology Escrow Services, Inc.
SCHEDULE III
ENTITY NAME ("A") OWNED BY ("B")
----------------- --------------
USA
Upper Providence Venture I, L.P. PLRH, Inc. (1% GP) & Iron Mountain, Inc . (54% LP)
LATIN/SOUTH AMERICA
Sistemas de Archivo Corporativo S.A. de R.L. de C.V. Iron Mountain Mexico S.A. de R.L de C.V.
Sistemas
_____________
dt 1867095
;
Bear, Stearns
As referenced in this Underwriting Agreement:
Bear, Stearns & Co – FILENAME>a2044106zex-10.txt
EXHIBIT 10
EXHIBIT 10
$225,000,000
8 5/8% SENIOR SUBORDINATED NOTES DUE 2013
IRON MOUNTAIN INCORPORATED
UNDERWRITING AGREEMENT
March 27, 2001
Bear, Stearns & Co . Inc.
William Blair & Company, L.L.C.
Fleet Securities, Inc.
Goldman, Sachs & Co.
JPMorgan, a division of Chase Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
c/o Bear,
_____________
Bear, Stearns & Co – Stearns & Co. Inc.
William Blair & Company, L.L.C.
Fleet Securities, Inc.
Goldman, Sachs & Co.
JPMorgan, a division of Chase Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
c/o Bear, Stearns & Co . Inc.
245 Park Avenue
New York, New York 10167
Ladies/Gentlemen:
Iron Mountain Incorporated, a corporation organized and existing under the
laws of Pennsylvania (the "COMPANY"), proposes, subject to
_____________
Bear,
Stearns & Co – RULE 2720") of the National Association of
Securities Dealers, Inc. (the "NASD") and subject to the terms and conditions
stated herein, also hereby confirm the engagement of the services of Bear,
Stearns & Co . Inc. (the "INDEPENDENT UNDERWRITER") as a "qualified independent
underwriter" within the
meaning of Section (b)(15) of Rule 2720 in connection with the offering and sale
of the
_____________
Bear, Stearns & Co – shall be in writing, and:
(a) if sent to any Underwriter or the Independent Underwriter, shall
be mailed, delivered, or faxed and confirmed in writing, to such
Underwriter c/o Bear, Stearns & Co . Inc., 245 Park Avenue, New York, New
York 10167, Attention: John T. Kilgallon, with a copy to Latham & Watkins,
885 Third Avenue, New York, New York 10022, Attention: Robert
_____________
BEAR, STEARNS & CO – Inc.,
Its Manager
By: /S/ C. RICHARD REESE
--------------------------------------
Name: C. Richard Reese
Title: Chairman of the Board and Chief
Executive Officer
Accepted as of the date first above written
BEAR, STEARNS & CO . INC.
By: /S/ H.C. CHARLES DIAO
--------------------------------------
Name: H.C. Charles Diao
Title: Senior Managing Director
WILLIAM BLAIR & COMPANY, L.L.C.
By: /S/ CHRISTINE N. EVANS KELLY
--------------------------------------
Name:
_____________
dt 1361366
;
BNY
As referenced in this Underwriting Agreement:
Bank of New York, – by the First
Supplemental Indenture thereto (as so supplemented the "INDENTURE"), each to be
dated as of the Closing Date (as defined below), among the Company, the
Guarantors and The Bank of New York, as trustee (in such capacity, the
"TRUSTEE").
The Company and the Underwriters, in accordance with the requirements of
Rule 2710(c)(8) and Rule 2720 ("RULE 2720") of the
_____________
dt 1585972
;
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Chase Securities
As referenced in this Underwriting Agreement:
Chase Securities Inc – DUE 2013
IRON MOUNTAIN INCORPORATED
UNDERWRITING AGREEMENT
March 27, 2001
Bear, Stearns & Co. Inc.
William Blair & Company, L.L.C.
Fleet Securities, Inc.
Goldman, Sachs & Co.
JPMorgan, a division of Chase Securities Inc .
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Ladies/Gentlemen:
Iron Mountain Incorporated, a corporation organized and
_____________
CHASE SECURITIES INC – Title: Principal
FLEET SECURITIES, INC.
By: /S/ JOHN BOWMAN
--------------------------------------
Name: John Bowman
Title: Managing Director
GOLDMAN, SACHS & CO.
By: /S/ GOLDMAN, SACHS & CO.
--------------------------------------
Goldman, Sachs & Co.
JPMORGAN, A DIVISION OF CHASE SECURITIES INC .
By: /S/ STEVEN TULIP
--------------------------------------
Name: Steven Tulip
Title: Managing Director
MERRILL LYNCH, PIERCE FENNER & SMITH
INCORPORATED
By: /S/ DAVID D. R. BULLOCK
--------------------------------------
Name: David D. R. Bullock
Title:
_____________
Chase Securities Inc – Co. Inc. $ 112,500,000
William Blair & Company, L.L.C. 22,500,000
Fleet Securities, Inc. 22,500,000
Goldman, Sachs & Co. 22,500,000
JPMorgan, a division of Chase Securities Inc . 22,500,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 22,500,000
Total............. ================
$ 225,000,000
SCHEDULE II
LIST OF GUARANTORS
NAME
Iron Mountain Records Management, Inc.
_____________
dt 1850433
;
Fleet Securities
As referenced in this Underwriting Agreement:
Fleet Securities, Inc – 10
$225,000,000
8 5/8% SENIOR SUBORDINATED NOTES DUE 2013
IRON MOUNTAIN INCORPORATED
UNDERWRITING AGREEMENT
March 27, 2001
Bear, Stearns & Co. Inc.
William Blair & Company, L.L.C.
Fleet Securities, Inc .
Goldman, Sachs & Co.
JPMorgan, a division of Chase Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York
_____________
FLEET SECURITIES, INC – CHARLES DIAO
--------------------------------------
Name: H.C. Charles Diao
Title: Senior Managing Director
WILLIAM BLAIR & COMPANY, L.L.C.
By: /S/ CHRISTINE N. EVANS KELLY
--------------------------------------
Name: Christine N. Evans Kelly
Title: Principal
FLEET SECURITIES, INC .
By: /S/ JOHN BOWMAN
--------------------------------------
Name: John Bowman
Title: Managing Director
GOLDMAN, SACHS & CO.
By: /S/ GOLDMAN, SACHS & CO.
--------------------------------------
Goldman, Sachs & Co.
JPMORGAN, A DIVISION OF CHASE SECURITIES INC.
By: /
_____________
Fleet Securities, Inc –
AGGREGATE PRINCIPAL
AMOUNT OF NOTES
NAME OF UNDERWRITER TO BE PURCHASED
------------------- ---------------
Bear, Stearns & Co. Inc. $ 112,500,000
William Blair & Company, L.L.C. 22,500,000
Fleet Securities, Inc . 22,500,000
Goldman, Sachs & Co. 22,500,000
JPMorgan, a division of Chase Securities Inc. 22,500,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 22,500,000
Total............. ================
$
_____________
dt 1865908
;
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