EXHIBIT 10.17
AMENDMENT NO. 2 AND CONSENT TO GUARANTY
AMENDMENT NO. 2 AND CONSENT TO UNCONDITIONAL GUARANTY dated as of October
22, 1999 between IRON MOUNTAIN INCORPORATED, a Delaware 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 the Amendment and Consent to Guaranty dated
July 1, 1999 (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 Records Management, Inc.
(Lessee/Agent) under (i) a Lease Agreement from Owner to Lessee/Agent dated as
of October 1, 1998 (the Lease), and (ii) an Agency Agreement between
Lessee/Agent and Owner dated as of October 1, 1998 (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 amend the Guaranty with respect to the sale of Arcus
Staffing Resources, Inc. (a wholly owned subsidiary of Guarantor) and Guarantor
has requested that the Lenders and Agent Bank consent to such sale and
appropriate changes to the Guaranty. 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, Section 10(d)(y) of the Guaranty is amended by adding the following
sentence thereto:
"Notwithstanding anything in this Section 10(d)(y) to the contrary,
Guarantor hereby permits its wholly owned subsidiary, Arcus Staffing
Resources, Inc., ("Arcus") to sell and transfer all of Arcus' assets as an
entirety to Kenda Systems, Inc. ("Kenda"), as more particularly described
in a letter dated September 19, 1999 from Guarantor to Kenda, as further
described in Guarantor's letter dated October 11, 1999 to Chase
Manhattan Bank, The Bank of Nova Scotia and Wachovia Securities, Inc."
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. 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 the
Guaranty and in each other Operative Document to which it is a party are
correct on and as of the date
hereof, as though made on and as of such date (or, if any such
representation or warranty is expressly stated to have been made as of a
specific date, as of such specific date); and
B. no event has occurred and is continuing 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.
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EXHIBIT 10.20
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/ X.X. Xxxxxxxx
----------------------------
Name: X.X. Xxxxxxxx
Title: VP, Treasurer
OWNER:
IRON MOUNTAIN STATUTORY TRUST - 1998
By: First Union National Bank, not in its
individual capacity except as expressly
set forth herein, but solely as
trustee under the Amended and Restated
Trust Agreement dated as of
October 1, 1998, as amended
By: /s/ W. Xxxxxxx Xxxxxx
--------------------------------
Name: W. Xxxxxxx Xxxxxx
Title: Vice President
AGREED AND CONSENTED TO:
AGENT BANK:
THE BANK OF NOVA SCOTIA,
as Agent Bank
By: /s/ X.X. Xxxxxxx
-----------------------------
Name: X.X. Xxxxxxx
Title: Authorized Signatory
LENDERS:
BANKBOSTON, N.A. FLEET NATIONAL BANK
By: /s/ Xxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
----------------------------- --------------------------
Name: Xxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Director Title: Vice President
UNION BANK OF CALIFORNIA, N.A. USTRUST
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
----------------------------- --------------------------
Name: Xxxxx X. Xxxxxxx Name: Xxxxxxx, X.X.
Title: Vice President Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ X.X. Xxxxxxx
-----------------------------
Name: X.X. Xxxxxxx
Title: Authorized Signatory
