EXHIBIT 10.2
ACKNOWLEDGMENT, CONFIRMATION AND
AMENDMENT
OF GUARANTEE OR SECURITY
DOCUMENT
ACKNOWLEDGMENT, CONFIRMATION and
AMENDMENT OF GUARANTEE OR SECURITY DOCUMENT, dated as of April 16
2007 (this “ Acknowledgment ”), to:
(1) the COMPANY GUARANTY, dated as
of February 1, 2000, as amended by the Acknowledgment and
Confirmation of Guarantee or Security Document, dated as of July 8,
2004 (the “ Existing Acknowledgment ”) (as
amended, supplemented or otherwise modified from time to time,
including this Acknowledgment, the “ Company Guaranty
”), made between IRON MOUNTAIN INCORPORATED (the “
Company ”), JPMORGAN CHASE BANK (formerly known as The
Chase Manhattan Bank), as administrative agent (in such capacity,
the “ Administrative Agent ”) for the several
banks and other financial institutions (the “ Lenders
”) from time to time parties to the Existing Credit Agreement
referred to below and J.P. MORGAN BANK CANADA (formerly known as
The Chase Manhattan Bank of Canada), as Canadian administrative
agent (in such capacity, the “ Canadian Administrative
Agent ”);
(2) the SUBSIDIARY GUARANTY, dated
as of February 1, 2000, as amended by the Existing Acknowledgment
(as amended, supplemented or otherwise modified from time to time,
including this Acknowledgment, the “ Subsidiary
Guaranty ”, and, together with the Company Guaranty, the
“ Guaranties ”), between each of the
Subsidiaries of the Company from time to time parties thereto
(individually, a “ Subsidiary Guarantor ” and,
collectively, the “ Subsidiary Guarantors ” and,
together with the Company, the “ Guarantors ”)
and the Administrative Agent;
(3) the SECOND AMENDED AND RESTATED
COMPANY PLEDGE AGREEMENT, dated as of February 1, 2000, as amended
by the Existing Acknowledgment (as amended, supplemented or
otherwise modified from time to time, including this
Acknowledgment, the “ Company Pledge Agreement
”), between the Company and the Administrative
Agent;
(4) the SECOND AMENDED AND RESTATED
SUBSIDIARY PLEDGE AGREEMENT, dated as of February 1, 2000, as
amended by the Existing Acknowledgment (as amended, supplemented or
otherwise modified from time to time, including this
Acknowledgment, the “ Subsidiary Pledge Agreement
”), between the Subsidiary Guarantors and the Administrative
Agent; and
(5) the CANADIAN BORROWER PLEDGE
AGREEMENT, dated as of February 1, 2000, as amended by the Existing
Acknowledgment (as amended, supplemented or otherwise modified from
time to time, including this Acknowledgment, the “
Canadian Borrower Pledge Agreement ”, and together
with the Company Pledge Agreement and the
Subsidiary Pledge Agreement, the
“ Security Documents ”), between IRON MOUNTAIN
CANADA CORPORATION (formerly known as Pierce Leahy Canada
Company)(the “ Canadian Borrower ”, and
collectively with the Company and the Subsidiary Guarantors, the
“ Obligors ”) and the Canadian Administrative
Agent.
W I T N E S S E T H :
WHEREAS, the Company, the Canadian
Borrower, certain Lenders, the Administrative Agent and the
Canadian Administrative Agent are parties to the Seventh Amended
and Restated Credit Agreement, dated as of July 8, 2004 (as
amended, supplemented or otherwise modified prior to the date
hereof, the “ Existing Credit Agreement
”);
WHEREAS, concurrently with the
execution of this Acknowledgment, the Company, the Canadian
Borrowers, the Swiss Borrower, the Lenders, the Administrative
Agent and the Canadian Administrative Agent will refinance the
Existing Credit Agreement pursuant to the Credit Agreement, dated
as of April 16 2007 (as amended and restated through the date
hereof and as further amended, supplemented and otherwise modified
from time to time, the “ Credit Agreement ”),
under which the Lenders will agree to make extensions of credit to
the Company, the Canadian Borrowers, the Swiss Borrower and the
Additional Borrowers from time to time;
WHEREAS, each of the undersigned
Obligors wishes to acknowledge and confirm that (i) its obligations
and the Liens and security interests created under the Guaranties
and the Security Documents continue in full force and effect,
unimpaired and undischarged, and (ii) the obligations secured by
the Liens and security interests created under the Guaranties and
Security Documents shall be the obligations of the Company and the
obligations of each Guarantor, under the Credit
Agreement;
WHEREAS, each of the undersigned
Obligors wishes to make certain amendments to the Security
Documents, as more fully set forth herein; and
WHEREAS, it is a condition precedent
to the obligation of the Lenders to make any extensions of credit
to the Company, the Canadian Borrowers, the Swiss Borrower or any
Additional Borrower pursuant to the Credit Agreement that the
parties hereto shall have executed and delivered this
Acknowledgment to the Administrative Agent for the ratable benefit
of the Lenders.
NOW, THEREFORE, in consideration of
the premises and to induce the Administrative Agent, the Canadian
Administrative Agent and the Lenders to induce the Lenders to make
and continue extensions of credit under the Credit Agreement, each
of the signatories hereto hereby agrees with the Administrative
Agent, for the ratable benefit of the Lenders, as
follows:
