Exhibit 10.2
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of December 31, 1997 among IRON MOUNTAIN
INCORPORATED, a corporation duly organized and validly existing under the laws
of the State of Delaware (the "Company"); each of the lenders listed on the
signature pages hereof under the caption "LENDERS" (individually, a "Lender" and
collectively, the "Lenders"); and THE CHASE MANHATTAN BANK, as administrative
agent for the Lenders (in such capacity, together with its successors and
assigns in such capacity, the "Agent").
The Company, the Lenders and the Agent are parties to a Second Amended
and Restated Credit Agreement dated as of September 26, 1997, as modified by a
Waiver dated as of December 31, 1997 (as in effect on the date hereof, the
"Credit Agreement"), providing, subject to the terms and conditions thereof, for
extensions of credit (by making loans and issuing letters of credit) by the
Lenders to the Company in an aggregate principal or face amount not exceeding
$250,000,000. The Company and the Lenders wish to amend the Credit Agreement in
certain respects. Accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this Amendment
No. 1, terms defined in the Credit Agreement are used herein as defined therein.
Section 2. Amendments. Subject to the execution and delivery hereof by
the Company, the Majority Lenders and the Agent, and the consent and agreement
hereto by the Subsidiary Guarantors, but effective as of the date hereof, the
Credit Agreement is hereby amended as follows:
A. General. References in the Credit Agreement to "this Agreement" (and
indirect references such as "hereunder" "hereby", "herein" and "hereof") shall
be deemed to be references to the Credit Agreement as amended hereby.
B. Definitions.
(a) Section 1.1 of the Loan Agreement shall be amended by adding the
following new definition thereto to read as follows:
"Acquired Debt" shall mean, with respect to the Company or any
Subsidiary, Indebtedness of any other Person, existing at the time such
other Person merged with or into or became a Subsidiary of the Company
or any Subsidiary thereof in connection with a Permitted Acquisition,
provided that (i) such Indebtedness was not created by such other
Person in contemplation of such acquisition and (ii) the aggregate
outstanding principal amount of such Indebtedness shall not at any time
exceed $7,500,000.
(b) The definition of "Permitted Indebtedness" in Section 1.1 of the
Credit Agreement shall be amended by (i) deleting the word "and" immediately
after the semicolon at the end of paragraph (viii) thereof, (ii) adding the word
"and" immediately after the semicolon at the end of paragraph (ix) thereof, and
(iii) adding a new paragraph (x) thereto to read as follows: "(x) Acquired Debt
of the Company or any Subsidiary;"
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C. Liens. Section 9.13 of the Credit Agreement shall be amended by
amending clause (iii) thereto in its entirety to read as follows:
(iii) (A) Liens contemplated by clauses (ii), (iv) and (v) of the
definition of Permitted Indebtedness; and (B) Liens securing Acquired
Debt, provided that such Liens cover only those assets that were
covered by such Liens prior to the relevant acquisition;
Section 3. Representations and Warranties. The Company represents and
warrants to the Lenders that, after giving effect to the Waiver dated as of even
date herewith among the Company, the Majority Lenders and the Agent, and
consented to by the Subsidiary Guarantors:
(a) no Default has occurred and is continuing; and
(b) the representations and warranties made by each of the Company and
the Subsidiary Guarantors in each Basic Document to which it is a party (other
than the representations and warranties set forth in Section 8.10 of the Credit
Agreement) are true on and as of the date hereof, with the same force and effect
as if made on and as of such date and as if each reference in the Basic
Documents to "this Agreement" or "the Credit Agreement" included reference to
this Amendment No. 1.
Section 4. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 1 may be executed in any number of counterparts, all of which taken together
shall constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amendment No. 1 by signing any such counterpart. This
Amendment No. 1 shall be governed by, and construed in accordance with, the law
of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed and delivered as of the day and year first above written
THE COMPANY:
IRON MOUNTAIN INCORPORATED
By: /s/ X.X. Xxxxxxxx
Title: VP, Treasurer
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THE LENDERS:
THE CHASE MANHATTAN BANK
By: /s/ Xxxxx X. Xxxxx
Title: Vice President
BANKBOSTON, N.A.
By:
Title:
THE BANK OF NEW YORK
By: /s/ Xxxxxx X. XxXxxxxx
Title: Assistant Vice President
CIBC INC.
By: /s/ Xxxxxxx Xxxxxxx
Title: Executive Director
FLEET NATIONAL BANK
By:_________________________
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxxxxxx Xxxxx
Title: First Vice President - Manager
THE SUMITOMO BANK, LIMITED
By:_________________________
Title:
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XXXXX XXXX XX XXXXXXXXXX, N.A.
By:_________________________
Title:
THE BANK OF NOVA SCOTIA
By:_________________________
Title:
XXXXXX FINANCIAL, INC.
By: /s/ Xxxxxxx Xxxxx
Title: Vice President
NATIONAL CITY BANK
By:_________________________
Title:
GIROCREDIT BANK AG DER
SPARKASSEN, GRAND CAYMAN
ISLAND BRANCH
By:_________________________
Title:
THE ADMINISTRATIVE AGENT
THE CHASE MANHATTAN BANK, as
Administrative Agent
By: /s/ Xxxxx X. Xxxxx
Title: Vice President
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CONSENTED TO AND AGREED:
IRON MOUNTAIN RECORDS MANAGEMENT, INC.
IRON MOUNTAIN/SAFESITE, INC.
DATA SECURITIES INTERNATIONAL, INC.
IM-3 ACQUISITION CORP.
CRITERION PROPERTY, INC.
CRITERION ATLANTIC PROPERTY, INC.
HOLLYWOOD PROPERTY, INC.
IRON MOUNTAIN DATA PROTECTION
SERVICES, INC.
IRON MOUNTAIN CONSULTING SERVICES, INC.
IRON MOUNTAIN RECORDS MANAGEMENT
OF OHIO, INC.
METRO BUSINESS ARCHIVES, INC.
IM SAN DIEGO, INC.
IRON MOUNTAIN RECORDS MANAGEMENT
OF MARYLAND, INC.
IRON MOUNTAIN RECORDS MANAGEMENT
OF FLORIDA, INC.
IRON MOUNTAIN RECORDS MANAGEMENT
OF MISSOURI LLC
IRON MOUNTAIN RECORDS MANAGEMENT
OF BOSTON, INC.
IRON MOUNTAIN WILMINGTON, INC.
IRON MOUNTAIN RECORDS MANAGEMENT
OF MINNESOTA, INC.
IRON MOUNTAIN RECORDS MANAGEMENT
OF MICHIGAN, INC.
IRON MOUNTAIN RECORDS MANAGEMENT
WISCONSIN, INC.
WILLAMETTE ARCHIVES, INC.
CRITICAL FILES SECURITY, INC.
IM XXXXXXX, INC.
IM BILLERICA, INC.
IRON MOUNTAIN RECORDS MANAGEMENT
OF SAN ANTONIO, INC.
IRON MOUNTAIN RECORDS MANAGEMENT
OF SAN XXXXXXX-XX, INC.
IM-AEI ACQUISITION CORP.
ARCHIVES EXPRESS INCORPORATED
By: /s/ X.X. Xxxxxxxx
Title: VP, Treasurer
