IRON MOUNTAIN INC/PA
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>a2029578zex-10_2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>

<PAGE>
                                                                    Exhibit 10.2

                     AMENDMENT NO. 3 AND CONSENT TO GUARANTY


         AMENDMENT NO. 3 AND CONSENT TO UNCONDITIONAL GUARANTY dated as of
August 16, 2000 between IRON MOUNTAIN INCORPORATED, a Pennsylvania 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 as amended by Amendment No. 1 and Consent to Guaranty
dated as of October 22, 1999 and Amendment No. 2 and Consent to Guaranty dated
as of January 31, 2000 (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
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, Agent Bank and the Lenders amend the Guaranty with
respect to certain financial 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 8. Section 8 of the Guaranty is hereby by amended by
deleting in the first sentence thereof the word "Lenders" and replacing it with
"Required Lenders".

         B. LEVERAGE RATIO. Section 10(a)(i)(B) of the Guaranty is hereby
amended by adding to clause (i) thereto after the words "Guarantor and its
Subsidiaries" the following:

         ",Indebtedness under the Canadian Commitments,"

         C. LIENS. Section 10(a)(v) of the Guaranty is hereby amended by
deleting the word "and" at the end of clause (vii), substituting "; and" for
the period at the end of clause (viii) and adding thereto the following
clause (ix):

         "(ix) Liens under the instruments governing (I) an Accounts Receivable
Financing or (II) a Permitted Mortgage Financing under Section 9.08 of the
Credit Agreement."

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         D. DEFINITIONS.

         (i) Section 10(c) of the Guaranty is hereby amended by inserting the
following definitions (or, in the case of any definition for a term that is
defined in the Guaranty before giving effect to this Agreement, by amending and
restating such definition to read as set forth below):

          "ACCOUNTS RECEIVABLE FINANCING" shall mean any accounts receivable
sale arrangement, credit facility or conditional purchase contract or similar
arrangement providing financing secured directly or indirectly by the accounts
receivable and related records, collateral and rights of the Guarantor or its
Subsidiaries; provided that any such transaction shall be consummated pursuant
to documentation in form and substance reasonably satisfactory to the
Administrative Agent, as evidenced by its written approval thereof (such
approval not to be unreasonably withheld).

         "ADMINISTRATIVE AGENT" shall have the meaning set forth in the Credit
Agreement.

         "CANADIAN COMMITMENT" shall have the meaning assigned to such term in
the Credit Agreement.

         "CREDIT AGREEMENT" shall mean the Fourth Amended and Restated Credit
Agreement dated as of August 14, 2000 in the amount of up to $750,000,000 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.

         "FACILITY" shall have the meaning assigned to it in the Credit
Agreement.

         "NET CASH PROCEEDS" shall have the meaning set forth in the Credit
Agreement.

         "PERMITTED MORTGAGE FINANCING" shall mean any financing (or series of
related financings) by the Guarantor or any of its Subsidiaries after the
Effective Date that is secured by a mortgage on one or more Facilities, provided
that (a) the proceeds of such financing (except to the extent that Permitted
Mortgage Financings of Facilities acquired after the Effective Date are excluded
by the definition of "Net Cash Proceeds") are applied to the repayment of Loans
(as defined in the Credit Agreement) as provided in Section 3.02(b) of the
Credit Agreement, (b) such financings are otherwise permitted by the terms of
Section 9.08 of the Credit Agreement, and (c) in the case of each such mortgage
financing by a Subsidiary of the Guarantor, each such mortgage created thereby
is a Permitted Mortgage.

         "PERMITTED MORTGAGE" shall have the meaning set forth in the Credit
Agreement.

          (ii) The definition of "EBITDA" in Section 10(c) of the Guaranty is
hereby amended by deleting in clause (v) thereof the word "losses" and replacing
it with the word "charges".

         (iii) The definition of "INDEBTEDNESS" in Section 10(c) of the Guaranty
is hereby amended by deleting the word "and" at the end of clause (v),
substituting "; and" at the end of clause (vi) and adding thereto the following
clause (vii):


                                      -2-
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                  "(vii) Accounts Receivable Financings and Permitted Mortgage
Financings of such Person."

         E. PERMITTED TRANSACTIONS.

                  (i) Section 10(d)(x) of the Guaranty is hereby amended by
adding in the second line thereof after the word "entirety" the following:

                  "except with respect to dispositions of accounts receivable
         and related general intangibles, and related lockbox and other
         collection accounts records and/or proceeds pursuant to instruments
         governing an Accounts Receivable Financing Permitted by Section 9.08 of
         the Credit Agreement, and".

                  (ii) Section 10(d)(y) of the Guaranty is hereby amended by
adding in the third line thereof after the word "entirety" the following:

                  "except with respect to dispositions of accounts receivable
         and related general intangibles, and related lockbox and other
         collection accounts records and/or proceeds pursuant to instruments
         governing an Accounts Receivable Financing Permitted by Section 9.08 of
         the Credit Agreement, and".

         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 and payment of an amendment fee pursuant to a letter sent
by the Agent Bank to the Guarantor dated as of August 14, 2000.

         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 Certificate dated
and delivered to the Lenders as of February 1, 2000 are true and 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.

                                      -3-

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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

                                       LENDERS:

                                       WACHOVIA CAPITAL INVESTMENTS,
                                       INC., as Agent Bank and as a Lender




                                       By: /s/ Gregory C. Kavouras
                                           --------------------------------
                                       Name:    Gregory C. Kavouras
                                       Title:   Senior Vice President




                           [GUARANTY AMENDMENT NO. 3]
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                                       PNC COMMERCIAL CORP.

                                       By: /s/ Michael J. Woodring
                                           --------------------------------
                                       Name:    Michael J. Wodring
                                       Title:   Vice President


                                       CITIZENS BANK OF MASSACHUSETTS
                                       f/k/a USTRUST

                                       By: /s/ Anne Hemmer
                                           --------------------------------
                                       Name:    Anne Hemmer
                                       Title:   Vice President


                                       NATIONAL CITY BANK

                                       By: /s/ Tara M. Handforth
                                           --------------------------------
                                       Name:    Tara M. Handforth
                                       Title:


                                       DIAMOND LEASE (U.S.A.) INC.

                                       By: /s/ Jeffrey H. Fishman
                                           --------------------------------
                                       Name:    Jeffrey H. Fishman
                                       Title:   Vice President


                                       BANK OF NEW YORK

                                       By: /s/ Russell A. Burr
                                           --------------------------------
                                       Name:    Russell A. Burr
                                       Title:   Senior Vice President


                           [GUARANTY AMENDMENT NO. 3]
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                                       OWNER:

                                       IRON MOUNTAIN STATUTORY TRUST - 1999

                                       By: First Union National Bank, not in its
                                           individual capacity, but solely as
                                           trustee


                                       By: /s/ W. Jeffrey Kramer
                                           --------------------------------
                                       Name:    W. Jeffrey Kramer
                                       Title:   Vice President






                           [GUARANTY AMENDMENT NO. 3]
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