EXHIBIT 10.2
AMENDMENT NO. 5 AND CONSENT TO GUARANTY
AMENDMENT NO. 5 AND CONSENT TO UNCONDITIONAL GUARANTY dated as of
March 15, 2002 between IRON MOUNTAIN INCORPORATED, a Pennsylvania corporation
("GUARANTOR") and IRON MOUNTAIN STATUTORY TRUST - 1998, a Connecticut
statutory trust ("OWNER"), and consented to by each of the Lenders and Agent
Bank listed on the signature pages hereto.
Guarantor and Owner are parties to a certain Unconditional Guaranty dated
as of October 1, 1998, as amended by Amendment and Consent to Guaranty dated as
of July 1, 1999, by Amendment No. 2 and Consent to Guaranty dated as of October
22, 1999, Amendment No. 3 and Consent to Guaranty dated as of January 31, 2000
and Amendment No. 4 and Consent to Guaranty dated as of August 15, 2001
(collectively, the "GUARANTY") pursuant to which the Guarantor guarantees to
Owner and the Indemnified Parties the Guaranteed Obligations, including, without
limitation, certain obligations of Iron Mountain Information Management, Inc.
(f/k/a "Iron Mountain Records Management, Inc.") ("LESSEE/AGENT") under (i) a
Lease Agreement from Owner to Lessee/Agent dated as of October 1, 1998, as
amended (the "LEASE"), and (ii) an Amended and Restated Agency Agreement between
Lessee/Agent and Owner dated as of October 1, 1998, as amended (the "AGENCY
AGREEMENT"). Each of the Lease and the Agency Agreement have been assigned to
the Agent Bank pursuant to an Assignment of Lease and Agency Agreement from
Owner to Agent Bank and consented to by Lessee/Agent dated as of October 1,
1998. Guarantor has requested that Owner, Agent Bank and the Lenders amend the
Guaranty with respect to certain covenants and related definitions and Guarantor
has requested that the Lenders and Agent Bank consent to such changes.
Accordingly, the parties hereto agree as follows:
Section 1. DEFINITIONS. Except as otherwise defined in this Agreement,
terms defined in the Guaranty are used herein as defined therein.
Section 2. AMENDMENTS. Subject to the terms and conditions contained
herein, the Guaranty is hereby amended as follows:
A. SECTION 9. Section 9 of the Guaranty is hereby amended by adding the
following after the last sentence thereof:
"Any financial statement or other document required to be delivered
pursuant to this Section 9 shall be deemed to have been delivered on the date on
which the Guarantor posts such financial statement or such document on the
Intralinks website on the Internet at www.intralinks.com; provided that the
Guarantor shall give notice of any such posting (together with access
instructions therefor) to the Agent Bank (and the Agent Bank shall then give
notice of any such posting with such access instructions to the Lenders).
Notwithstanding the foregoing, the Guarantor shall deliver paper copies of any
financial statement or other document referred to in this Section 9 to the Agent
Bank if the Agent Bank or any Lender requests the
Guarantor to deliver such paper copies until written notice to cease delivering
such paper copies is given by the Agent Bank."
B. LEVERAGE RATIO. The Leverage Ratio "grid" in Section 10(a)(i) is hereby
deleted in its entirety and replaced as follows:
<Table>
<Caption>
LEVERAGE COVERAGE
PERIOD RATIO
------ -----
From the date hereof through March 31, 2002 5.50 to 1
From April 1, 2002 through December 31, 2002 5.65 to 1
From January 1, 2003 through March 31, 2003 5.55 to 1
From April 1, 2003 through June 30, 2003 5.45 to 1
From July 1, 2003 through September 30, 2003 5.35 to 1
From October 1, 2003 through December 31, 2003 5.25 to 1
From January 1, 2004 and at all times thereafter 5.00 to 1
</Table>
C. INTEREST COVERAGE RATIO. The Interest Coverage Ratio "grid" in Section
10(a)(ii) of the Guaranty is hereby deleted in its entirety and replaced as
follows:
<Table>
<Caption>
INTEREST COVERAGE
PERIOD RATIO
------ -----
From the date hereof through June 30, 2003 2.00 to 1
From July 1, 2003 through September 30, 2003 2.10 to 1
From October 1, 2003 through December 31, 2003 2.15 to 1
From January 1, 2004 through June 30, 2004 2.25 to 1
From July 1, 2004 through September 30, 2004 2.35 to 1
From October 1, 2004 and at all times thereafter 2.50 to 1
</Table>
D. SECTION 10(a)(iv). LIENS. Section 10(a)(iv) of the Guaranty is hereby
amended by deleting in clause (iv)(B) thereof the amount "$1,000,000" and
replacing it with the amount "$10,000,000."
E. SECTION 10(C). DEFINITIONS. The defined term "Credit Agreement" set
forth in Section 10(c) of the Guaranty is hereby amended and restated as
follows:
"CREDIT AGREEMENT shall mean the Fifth Amended and Restated Credit
Agreement dated as of March 15, 2002 among Guarantor and the other parties
thereto, as amended, amended and restated, modified, extended, refinanced or
supplemented from time to time, except to the extent that the Operative
Documents refer to it as in effect on the date hereof."
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F. PERMITTED TRANSACTIONS. Section 10(d)(x) of the Guaranty is hereby
amended by adding the following after the last sentence thereof:
"Nothing in this Guaranty or any other Operative Document shall, or shall
be deemed to, prohibit or restrict the merger of the Guarantor with or into
another corporation for the sole purpose of changing the Guarantor's domicile
from Pennsylvania to Delaware, so long as the surviving corporation of such
merger, if such surviving corporation is not the Guarantor, shall expressly
assume in writing the obligations of the Guarantor under this Agreement and the
other Operative Documents to which Guarantor is a party and expressly agree in
writing to be bound by all other provisions applicable to the Guarantor under
this Guaranty and such Operative Documents in a manner reasonably satisfactory
to the Agent Bank."
Section 3. CONDITIONS OF EFFECTIVENESS. This Agreement shall become
effective as of the date hereof when, and only when, the Owner, the Lenders and
the Agent Bank shall have received a counterpart of this Agreement duly executed
by the parties hereto.
Section 4. REPRESENTATIONS AND WARRANTIES. As of the date hereof, Guarantor
hereby represents and warrants to Owner, Agent Bank, the Lenders and their
respective counsel that:
A. the representations and warranties made by Guarantor in each Operative
Document to which it is a party and the Guarantor's Certificate dated and
delivered to the Lenders as of February 1, 2000 are true and correct in all
material respects
B. on and as of the date hereof, as though made on and as of such date (or,
if any such representation or warranty is expressly stated to have been made as
of a specific date, as of such specific date); and
C. no event has occurred and is continuing under any Operative Document
that constitutes a Default or an Event of Default.
Section 5. MISCELLANEOUS. Except as herein provided, the Guaranty and each
of the other Operative Documents shall remain unchanged and in full force and
effect. Upon the effectiveness of this Agreement, on and after the date hereof,
each reference in any Operative Document to the Guaranty shall mean and be a
reference to the Guaranty as amended hereby. This Agreement may be executed in
any number of counterparts, all of which taken together shall constitute one and
the same instrument and any of the parties hereto may execute this Agreement by
signing any such counterpart. This Agreement shall be governed by, and construed
in accordance with, the law of the Commonwealth of Massachusetts.
[REMAINDER OF PAGE BLANK/SIGNATURES TO FOLLOW]
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IN WITNESS WHEREOF, the parties hereunto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
GUARANTOR:
IRON MOUNTAIN INCORPORATED
By: /s/ J.P. Lawrence
-----------------------------
Name: J.P. Lawrence
Title: Vice President and
Treasurer
OWNER:
IRON MOUNTAIN STATUTORY TRUST -
1998
By: First Union National Bank,
not in its individual
capacity, but solely as
trustee
By: /s/ Timothy A. Donmoyer
-----------------------------
Name: Timothy A. Donmoyer
Title: Vice President
Consented to by:
LENDERS:
THE BANK OF NOVA SCOTIA, as Agent
Bank and as a Lender
By: /s/ T.M. Pitcher
------------------------------
Name: T.M. Pitcher
Title: Authorized Signatory
[GUARANTY AMENDMENT NO.5]
UNION BANK OF CALIFORNIA, N.A.
By: /s/ David W. Kinkela
------------------------------
Name: David W. Kinkela
Title: Vice President
FLEET NATIONAL BANK
By: /s/ Michael A. Palmer
------------------------------
Name: Michael A. Palmer
Title: Senior Vice President
FLEET NATIONAL BANK, f/k/a
BANKBOSTON, N.A.
By: /s/ Michael A. Palmer
-------------------------------
Name: Michael A. Palmer
Title: Senior Vice President
CITIZENS BANK OF MASSACHUSETTS,
f/k/a USTRUST
By: /s/ Edward C. Thaute
------------------------------
Name: Edward C. Thaute
Title: Vice President
[GUARANTY AMENDMENT NO.5]