EXHIBIT 10.24
AMENDMENT NO. 1 AND CONSENT TO GUARANTY
AMENDMENT NO. 1 AND CONSENT TO UNCONDITIONAL GUARANTY dated as of October
22, 1999 between IRON MOUNTAIN INCORPORATED, a Delaware corporation (Guarantor)
and IRON MOUNTAIN STATUTORY TRUST - 1999, 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 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 July 1, 1999 (the Lease), and (ii) an Agency Agreement between Lessee/Agent
and Owner dated as of July 1, 1999 (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 July 1, 1999. 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 an unaffiliated purchaser which sale and transfer shall be
satisfactory to the Lenders."
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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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: ▇.▇. ▇▇▇▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇▇▇▇
Title: V.P., Treasurer
OWNER:
IRON MOUNTAIN STATUTORY TRUST - 1999
By: First Union National Bank, not
in its individual capacity
except as expressly set forth
herein, but solely as
trustee under the Trust
Agreement dated as of July 1,
1999, as amended
By: /s/ W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
AGREED AND CONSENTED TO:
AGENT BANK:
WACHOVIA CAPITAL INVESTMENTS, INC.,
as Agent Bank
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
LENDERS:
THE BANK OF NEW YORK NATIONAL CITY BANK
By: /s/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
-------------------------------- -----------------------------
Name: ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President Title: Vice President
PNC COMMERCIAL CORP. USTRUST
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇.▇. ▇▇▇▇▇▇▇
-------------------------------- -----------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇, ▇.▇.
Title: Vice President Title: Vice President
WACHOVIA CAPITAL INVESTMENTS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
DIAMOND LEASE (U.S.A.), INC.
By: /s/ Takeaki Takeuchi
---------------------------------
Name: Takeaki Takeuchi
Title: President
