EXHIBIT 10.21
REGISTRATION RIGHTS AGREEMENT JOINDER
This Joinder to Registration Rights Agreement (this "Agreement") is
made and entered into as of February 1, 2000 by and among Iron Mountain
Incorporated, a Delaware corporation (the "Company"), and those stockholders
party hereto (the "New Stockholders").
WHEREAS, the Company and certain of its Stockholders are parties to
that certain Amended and Restated Registration Rights Agreement dated as of June
12, 1997, as heretofore supplemented (the "Registration Rights Agreement"); and
WHEREAS, the Company, Pierce Leahy Corp., a Pennsylvania corporation
("Pierce Leahy"), and the New Stockholders are parties to that certain
Shareholders' Agreement dated as of October 20, 1999 (the "Shareholders'
Agreement"); and
WHEREAS, in accordance with the terms of the Registration Rights
Agreement, the Company and the New Stockholders desire to admit the New
Stockholders as Stockholders (this and other capitalized terms used herein
without definition are used with the meanings given to such terms in the
Registration Rights Agreement) under the Registration Rights Agreement.
NOW, THEREFORE, in consideration of the recitals, the mutual covenants
and agreements herein contained, and other valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, do hereby covenant and agree as follows:
1. The Agreement and Plan of Merger (the "Merger Agreement"), dated as
of October 20, 1999, by and between the Company and Pierce Leahy shall be an
"Equity Agreement" for purposes of the Registration Rights Agreement. For
purposes of the Registration Rights Agreement, (i) shares of common stock, par
value $.01 per share, of Pierce Leahy shall be "Registrable Securities" and (ii)
only Subject Shares (as defined in the Shareholders' Agreement) shall be
"Registrable Securities".
2. Each New Stockholder hereby (i) joins in and becomes party to the
Registration Rights Agreement as a Stockholder, (ii) shall be entitled to the
rights and privileges of a Stockholder under the Registration Rights Agreement,
(iii) agrees to be bound by and to perform all obligations of a Stockholder
under the Registration Rights Agreement, and (iv) agrees that he, she or it
shall not assign his rights under the Registration Rights Agreement other than
as expressly permitted by Section 9(a) thereof (it being understood that a New
Stockholder shall be entitled to assign its rights under the Registration Rights
Agreement to any Permitted Assignee (as defined in the Shareholders' Agreement)
that receives Subject Shares and is subject to the limitations in Section 3.4 of
the Shareholders' Agreement so long as such Permitted Assignee complies with the
procedures set forth in clause (ii) of the proviso to Section 9(a) of the
Registration Rights Agreement). For the avoidance of doubt, (i) the New
Stockholders shall collectively be considered a "Significant Stockholder" for
purposes of the Registration Rights Agreement, (ii) none of the New Stockholders
shall be considered a "Registered Stockholder" for purposes of the Registration
Rights Agreement and (iii) any rights, privileges, obligations and
restrictions hereunder or under the Registration Rights Agreement shall only
apply to the New Stockholders with respect to the Subject Shares.
3. Pursuant to Section 1(b) of the Registration Rights Agreement, the
New Stockholders, as a Significant Stockholder, shall collectively have the
right to demand that the Company effect registration of all or part of the
Registrable Securities held by the New Stockholders pursuant to said Section
1(b) on two occasions.
4. Pursuant to Section 5(b) of the Registration Rights Agreement, the
rights and obligations of the New Stockholders under the Registration Rights
Agreement will terminate on the date that the restrictions on the transfer of
Registrable Securities under Section 3.4 of the Shareholders' Agreement
terminate. The provisions of Section 5(a) (relating to other circumstances under
which a Stockholder's rights under the Registration Rights Agreement shall be
terminated) shall not be applicable to the New Stockholders.
5. Except to the extent specifically supplemented hereby, the
provisions of the Registration Rights Agreement shall remain unmodified. The
Registration Rights Agreement, as supplemented hereby, is confirmed as being in
full force and effect. This Agreement may be executed in any number of
counterparts, which together shall constitute one instrument, shall be governed
by and construed in accordance with the laws (other than the conflict of laws
rules) of the Commonwealth of Massachusetts and shall bind and inure to the
benefit of the parties hereto and their respective permitted successors and
assigns.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first above written.
IRON MOUNTAIN INCORPORATED
By: /s/ C. RICHARD REESE
---------------------------------
Name: C. Richard Reese
Title: Chairman of the Board and Chief Executive
Officer
-2-
SHAREHOLDERS:
/s/ LEO W. PIERCE, SR.
--------------------------------------------------------------
Leo W. Pierce, Sr., Trustee u/a/t dated January 6, 1997
/s/ LEO W. PIERCE, SR.
--------------------------------------------------------------
Leo W. Pierce, Sr.
/S/ J. PETER PIERCE
--------------------------------------------------------------
J. Peter Pierce
/s/ J. PETER PIERCE
--------------------------------------------------------------
J. Peter Pierce, Trustee
Leo W. Pierce Trust for the family of J. Peter Pierce
/s/ J. PETER PIERCE
--------------------------------------------------------------
J. Peter Pierce, Trustee
Karen Pierce 1996 Irrevocable Trust
/s/ LEO W. PIERCE, JR.
--------------------------------------------------------------
Leo W. Pierce, Jr.
/s/ LEO W. PIERCE, JR.
--------------------------------------------------------------
Leo W. Pierce, Jr., Trustee Under Irrevocable Agreement
of Trust dated March 6, 1997
/s/ MICHAEL J. PIERCE
--------------------------------------------------------------
Michael J. Pierce
-3-
/s/ MARY E. PIERCE
--------------------------------------------------------------
Mary E. Pierce
/s/ BARBARA P. QUINN
--------------------------------------------------------------
Barbara P. Quinn
/s/ BARBARA P. QUINN
--------------------------------------------------------------
Barbara P. Quinn, Trustee under Irrevocable Agreement
of Trust dated December 30, 1996 f/b/o Michael J. Pierce
/s/ CONSTANCE P. BUCKLEY
--------------------------------------------------------------
Constance P. Buckley
/s/ CONSTANCE P. BUCKLEY, TRUSTEE
--------------------------------------------------------------
Constance P. Buckley, Trustee under Irrevocable Trust
Agreement dated December 23, 1996
/s/ KATHRYN COX
--------------------------------------------------------------
Kathryn Cox
-4-