Exhibit 10.2

 

EXECUTION VERSION

 

FIRST AMENDMENT

 

FIRST AMENDMENT, dated as of April 29, 2016 (the “Amendment”), to the Credit Agreement, dated as of June 27, 2011, as amended and restated as of July 2, 2015 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among IRON MOUNTAIN INCORPORATED, a Delaware corporation (the “Parent”), IRON MOUNTAIN INFORMATION MANAGEMENT, LLC, a Delaware limited liability company (the “Company”), each of the other Borrowers party thereto, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement as Lenders (the “Lenders”), JPMORGAN CHASE BANK, TORONTO BRANCH, as Canadian Administrative Agent (in such capacity, the “Canadian Administrative Agent”) and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and the other parties thereto.

 

W I T N E S S E T H:

 

WHEREAS, the Borrowers, the Lenders, the Canadian Administrative Agent and the Administrative Agent are parties to the Credit Agreement;

 

WHEREAS, the Company has requested certain amendments to the Credit Agreement; and

 

WHEREAS, the Lenders are willing to agree to such amendments, subject to the terms and conditions set forth herein;

 

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto hereby agree as follows:

 

1.                                      Defined Terms.  Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Credit Agreement.

 

2.                                      Amendments to Credit Agreement.

 

(a)                                 Section 1.01 of the Credit Agreement is amended by adding the following definition in the appropriate alphabetical order:

 

“‘Bridge Credit Agreement” shall mean the Bridge Credit Agreement, dated as of April 29, 2016, among the Company, the several banks and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as in effect on the date of execution thereof.’”

 

“Bail-In Action”: the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

 

“Bail-In Legislation”: with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

 

“EEA Financial Institution”: (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution

 











 

described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

 

“EEA Member Country”: any of the member states of the European Union, Iceland, Liechtenstein and Norway.

 

“EEA Resolution Authority”: any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

 

“EU Bail-In Legislation Schedule”: the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

 

“Write-Down and Conversion Powers”: with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

 

(b)                                 Section 1.01 of the Credit Agreement is further amended by amending the definition of “Funded Indebtedness” to add the following words at the end thereof:

 

“or under the Bridge Credit Agreement.”

 

(c)                                  Section 1.01 of the Credit Agreement is further amended by amending the definition of “Defaulting Lender” to add the following words at the end thereof:

 

“or a Bail-In Action.”

 

(d)                                 Section 9.08(iv) of the Credit Agreement is amended by adding the following parenthetical immediately after the word “Indebtedness”:

 

“(other than Indebtedness under the Bridge Credit Agreement)”

 

(e)                                  Clause (e) of Section 9.08(v) of the Credit Agreement is amended in full to read as follows:

 

“(e) Indebtedness consisting of reimbursement obligations in respect of bank guarantees or letters of credit issued by any bank for the account of the Parent or any of its Subsidiaries, in an aggregate amount incurred pursuant to this clause (e) not to exceed $25,000,000 at any time;”

 

(f)                                   Clause (ii) of Section 9.17(iv) of the Credit Agreement is amended in full to read as follows:

 

“(ii) either (A) such other purchase, redemption or retirement is in connection with a refinancing of such Subordinated Indebtedness or Senior Unsecured Debt with the proceeds of, or in connection with an exchange of such Subordinated Indebtedness or Senior Unsecured Debt for a new series of, Senior Subordinated Debt or Senior Unsecured Debt issued within 180 days of the substantial completion of such purchase, redemption or retirement, (B) after giving effect to such purchase, redemption or retirement and any related incurrence of Indebtedness, the Net Total Lease Adjusted

 











 

Leverage Ratio, on a pro forma basis, after giving effect to such purchase, redemption or retirement and any Stock Repurchase and any Dividend Payment consummated on or prior to the date thereof, and to any borrowings to finance the same, is less than or equal to 6.5 to 1.0 or (C) such other purchase, redemption or retirement is of Indebtedness under the Bridge Credit Agreement.”

 

(g)                                  Section 9.21(e) of the Credit Agreement is amended by adding the following proviso at the end thereof:

 

“; provided that, notwithstanding anything to the contrary in the Canadian Borrower Pledge Agreement, the Canadian Borrowers shall not be required to pledge the Capital Stock of any entity acquired pursuant to the Scheme Implementation Deed, dated as of June 8, 2015, entered into by and among Recall Holdings Limited and the Parent (the “Recall Acquisition”) so long as (i) such entity does not hold any material assets more than five Business Days following the closing of the Recall Acquisition and (ii) resolutions are adopted within such period of five Business Days approving such entity’s wind-up and dissolution, and such dissolution is completed as soon as practicable thereafter.”

 

(g)                                  The following new Section 12.23 shall be added to the end thereof:

 

12.23                 Acknowledgment and Consent to Bail-In of EEA Financial Institutions.

 

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

 

(a)  the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

 

(b)                                 the effects of any Bail-In Action on any such liability, including, if applicable:

 

(i)                                     a reduction in full or in part or cancellation of any such liability;

 

(ii)                                  a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

 

(iii)                               the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

 

3.                                      Representations and Warranties.  On and as of the date hereof, each of the Parent and the Company hereby confirms, reaffirms and restates the representations and warranties set forth in Section 8 of the Credit Agreement and the representations and warranties in the Basic Documents mutatis mutandis, except to the extent that such representations and warranties expressly relate to a specific earlier date in which case the Parent and the Company each hereby confirms, reaffirms and restates such representations and warranties as of such earlier date.  Each of

 











 

the Parent and the Company represents and warrants that, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

 

4.                                      Effectiveness.  This Amendment shall become effective as of the date set forth above (the “Effective Date”) upon the satisfaction of the following conditions precedent:

 

(a)                                 Amendment.  The Administrative Agent shall have received this Amendment executed and delivered by the Administrative Agent, the Canadian Administrative Agent, the Parent, the Company  and the Lenders party to the Credit Agreement constituting the “Majority Lenders” thereunder and the Term Lenders having more than 50% of the aggregate principal amount of the Term Loans.

 

(b)                                 Security Documents. The Administrative Agent shall have received the Acknowledgment and Confirmation, substantially in the form of Exhibit A hereto, executed and delivered by an authorized officer of the Parent, the Company, each of the other Borrowers and each Subsidiary Guarantor.

 

5.                                      Valid and Binding.  This Amendment shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.

 

6.                                      Payment of Expenses.  The Company agrees to pay or reimburse the Administrative Agent for all out-of-pocket costs and expenses incurred in connection with the Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel.

 

7.                                      Reference to and Effect on the Credit Agreement; Limited Effect.  On and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.  This Amendment shall not constitute an amendment of any other provision of the Credit Agreement not expressly referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of the Company that would require a waiver or consent of the Lenders, the Canadian Administrative Agent or the Administrative Agent.  Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect.

 

8.                                      Severability.  Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

9.                                      Loan Document; Integration.  This Amendment shall constitute a Basic Document.  This Amendment and the other Basic Documents represent the agreement of each Borrower, each Subsidiary Guarantor, the Canadian Administrative Agent, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Canadian Administrative Agent, the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Basic Documents.

 











 

10.                               GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

11.                               Counterparts.  This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts (which may include counterparts delivered by facsimile transmission), each of which shall be deemed to be an original, and all of which taken together shall be deemed to constitute one and the same instrument.

 












 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

 

	
 
    	
IRON   MOUNTAIN INFORMATION MANAGEMENT, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   John P. Lawrence
    
	
 
    	
 
    	
Name:
    	
John   P. Lawrence
    
	
 
    	
 
    	
Title:
    	
Senior   Vice President and Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN INCORPORATED
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   John P. Lawrence
    
	
 
    	
 
    	
Name:
    	
John   P. Lawrence
    
	
 
    	
 
    	
Title:
    	
Senior   Vice President and Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN FULFILLMENT SERVICES, INC.
    
	
 
    	
IRON   MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC.
    
	
 
    	
IRON   MOUNTAIN GLOBAL LLC
    
	
 
    	
IRON   MOUNTAIN US HOLDINGS, INC.
    
	
 
    	
IRON   MOUNTAIN SECURE SHREDDING, INC.
    
	
 
    	
IRON   MOUNTAIN INFORMATION MANAGEMENT SERVICES, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   John P. Lawrence
    
	
 
    	
 
    	
Name:
    	
John   P. Lawrence
    
	
 
    	
 
    	
Title:
    	
Senior   Vice President and Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN CANADA OPERATIONS ULC
    
	
 
    	
IRON   MOUNTAIN INFORMATION MANAGEMENT SERVICES CANADA, INC.
    
	
 
    	
IRON   MOUNTAIN SECURE SHREDDING CANADA, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By
    	
/s/   John P. Lawrence
    
	
 
    	
Name:
    	
John   P. Lawrence
    
	
 
    	
Title:
    	
Senior   Vice President and Treasurer
    
					


 

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IRON   MOUNTAIN SWITZERLAND GMBH
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Christopher LaRochelle
    
	
 
    	
Name:
    	
Christopher   LaRochelle
    
	
 
    	
Title:
    	
Managing   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN EUROPE PLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Simon Golesworthy
    
	
 
    	
Name:   
    	
Simon   Golesworthy
    
	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN HOLDINGS (EUROPE) LIMITED
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Simon Golesworthy
    
	
 
    	
Name:
    	
Simon   Golesworthy
    
	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN AUSTRALIA HOLDINGS PTY LTD
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By
    	
/s/   Marc Duale
    
	
 
    	
Name:
    	
Marc   Duale
    
	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN AUSTRALIA SERVICES PTY LTD
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Marc Duale
    
	
 
    	
Name:
    	
Marc   Duale
    
	
 
    	
Title:
    	
Director
    


 

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IRON   MOUNTAIN (UK) LIMITED
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Simon Golesworthy
    
	
 
    	
Name:
    	
Simon   Golesworthy
    
	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN AUSTRIA ARCHIVIERUNG GMBH
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Robert Nedeljkovic
    
	
 
    	
Name:
    	
Robert   Nedeljkovic
    
	
 
    	
Title:
    	
Managing   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN INTERNATIONAL HOLDINGS BV
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Marc Duale
    
	
 
    	
Name:
    	
Marc   Duale
    
	
 
    	
Title:
    	
Director   A
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN LUXEMBOURG SERVICES
    
	
 
    	
S.À   R.L., LUXEMBOURG, SCHAFFHAUSEN BRANCH
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Christopher LaRochelle
    
	
 
    	
Name:
    	
Christopher   LaRochelle
    
	
 
    	
Title:
    	
Manager
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN HOLDINGS (FRANCE) SNC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Marc Duale
    
	
 
    	
Name:
    	
Marc   Duale
    
	
 
    	
Title:
    	
Representative
    


 

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IRON   MOUNTAIN FRANCE SAS
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By
    	
/s/   Edward Hladky
    
	
 
    	
Name:
    	
Edward   Hladky
    
	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN PARTICIPATIONS SA
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Patrick Keddy
    
	
 
    	
Name:
    	
Patrick   Keddy
    
	
 
    	
Title:
    	
The   Chairman
    
				


 

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JPMORGAN   CHASE BANK, N.A., as
    
	
 
    	
Administrative   Agent and as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Gene Riego de Dios
    
	
 
    	
 
    	
Name:   Gene Riego de Dios
    
	
 
    	
 
    	
Title:   Vice President
    


 

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JPMORGAN   CHASE BANK, TORONTO BRANCH,
   as Canadian Administrative Agent and as a Canadian Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Gene Riego de Dios
    
	
 
    	
 
    	
Name:   Gene Riego de Dios
    
	
 
    	
 
    	
Title:   Vice President
    


 

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THE BANK OF   TOKYO-MITSUBISHI UFJ, LTD.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/ George Stoecklein
    
	
 
    	
 
    	
Name: George Stoecklein
    
	
 
    	
 
    	
Title: Director
    


 

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Barclays Bank PLC, as   Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/ Christopher Aitkin
    
	
 
    	
 
    	
Name: Christopher   Aitkin
    
	
 
    	
 
    	
Title: Assistant Vice   President
    


 

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Bank   of America, N.A.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   John F. Lynch
    
	
 
    	
 
    	
Name:   John F. Lynch
    
	
 
    	
 
    	
Title:   S.V.P.
    


 

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CITIZENS   BANK, N.A., as Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Cheryl Carangelo 
    
	
 
    	
 
    	
Name:   Cheryl Carangelo 
    
	
 
    	
 
    	
Title:   Managing Director
    


 

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CREDIT AGRICOLE   CORPORATE & INVESTMENT BANK
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/ Mark Koneval
    
	
 
    	
Name: Mark Koneval
    
	
 
    	
Title: Managing   Director
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By 
    	
/s/ Gordon Yip
    
	
 
    	
Name: Gordon Yip
    
	
 
    	
Title: Director
    


 

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Goldman   Sachs Bank USA, as Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Jerry Li
    
	
 
    	
 
    	
Name:   Jerry Li
    
	
 
    	
 
    	
Title:   Authorized Signatory
    


 

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Signed for HSBC Bank Australia Limited

(ABN 48 006 434 162) by its attorney under

power of attorney in the presence of:

Power of Attorney Dated 15 May 2012

Permanent Order Book No. 277 Page 036 Item 010

 

 

	
/s/   Diana Jancevska
    	
 
    	
/s/   Brendon Green
    
	
Witness   Signature
    	
 
    	
Attorney   Signature
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Diana   Jancevska
    	
 
    	
Brendon   Green
    
	
Print   Name
    	
 
    	
Print   Name
    


 

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HSBC Bank USA, National   Association, as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Manuel Burgueno
    
	
 
    	
 
    	
Name: Manuel Burgueno
    
	
 
    	
 
    	
Title: Senior Vice   President
    


 

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HSBC SECURITIES (USA) INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Joseph Sheehan
    
	
 
    	
 
    	
Name: Joseph Sheehan
    
	
 
    	
 
    	
Title: Managing Director
    


 

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People’s United Bank   National Association, as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Yvette D. Hawkins
    
	
 
    	
 
    	
Yvette D. Hawkins
    
	
 
    	
 
    	
Senior Vice President
    


 

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KBC Bank N.V., as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Lene E. Mosdoel
    
	
 
    	
 
    	
Name: Lene E. Mosdoel
    
	
 
    	
 
    	
Title: Associate
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Thomas R. Lalli
    
	
 
    	
 
    	
Name: Thomas R. Lalli
    
	
 
    	
 
    	
Title: Managing Director
    


 

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MORGAN STANLEY BANK, N.A.,   as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Robbie Pearson
    
	
 
    	
 
    	
Name: Robbie Pearson
    
	
 
    	
 
    	
Title: Authorized Signatory
    


 

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PNC   Bank, National Association, as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Michael Richards
    
	
 
    	
 
    	
Name:   Michael Richards
    
	
 
    	
 
    	
Title:   Senior Vice President
    


 

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ROYAL   BANK OF CANADA, as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Sheena Lee
    
	
 
    	
 
    	
Name:   Sheena Lee
    
	
 
    	
 
    	
Title:   Authorized Signatory
    


 

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Scotiabank   Europe plc, as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   NCF Petherbridge
    
	
 
    	
 
    	
Name:
    	
NCF   Petherbridge
    
	
 
    	
 
    	
Title:
    	
Managing   Director
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Martin Doyle
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Name:
    	
Martin   Doyle
    
	
 
    	
 
    	
Title:
    	
Director
    


 

[Signature Page to First Amendment]

 











 

	
 
    	
SUNTRUST   BANK, as a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Dave Felty
    
	
 
    	
 
    	
Name:   Dave Felty
    
	
 
    	
 
    	
Title:   Managing Director
    


 

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TD   BANK, N.A., as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Alan Garson
    
	
 
    	
 
    	
Name:   Alan Garson 
    
	
 
    	
 
    	
Title:   Senior Vice President
    


 

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The   Huntington National Bank, as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jared Shaner
    
	
 
    	
 
    	
Name:   Jared Shaner
    
	
 
    	
 
    	
Title:   Vice President
    


 

[Signature Page to First Amendment]

 











 

	
 
    	
WEBSTER   BANK, N.A. as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Raymond C. Hoefling 
    
	
 
    	
 
    	
Name:   Raymond C. Hoefling 
    
	
 
    	
 
    	
Title:   Senior Vice President
    
	
 
    	
 
    


 

[Signature Page to First Amendment]

 











 

	
 
    	
Wells   Fargo Bank, N.A.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   David Mallett 
    
	
 
    	
 
    	
Name:   David Mallett 
    
	
 
    	
 
    	
Title:   Managing Director
    


 

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EXHIBIT A

 

ACKNOWLEDGMENT AND CONFIRMATION

 

ACKNOWLEDGMENT AND CONFIRMATION, dated as of April 29, 2016 (this “Acknowledgment and Confirmation”) made by each of the signatories hereto.

 

1.             Reference is made to the First Amendment, dated as of April 29, 2016 (the “Amendment”), to the Credit Agreement, dated as of June 27, 2011, as amended and restated as of July 2, 2015 (as further amended, restated supplemented or otherwise modified from time to time, the “Credit Agreement”), among IRON MOUNTAIN INCORPORATED, a Delaware corporation (the “Parent”), IRON MOUNTAIN INFORMATION MANAGEMENT, LLC, a Delaware limited liability company (the “Company”), each of the other Borrowers party thereto, JPMORGAN CHASE BANK, TORONTO BRANCH, as Canadian Administrative Agent and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and the other parties thereto. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Credit Agreement.

 

2.             Each of the parties hereto hereby agrees, with respect to each Basic Document to which it is a party:

 

(a)           all of its obligations, liabilities and indebtedness under such Basic Document shall remain in full force and effect on a continuous basis after giving effect to the Amendment;

 

(b)           all of the Liens and security interests created and arising under such Basic Document remain in full force and effect on a continuous basis after giving effect to the Amendment, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and under its guarantees in the Basic Documents; and

 

(c)           all of the representations and warranties made by it set forth in each such Basic Document are reaffirmed and restated mutatis mutandis, except to the extent that such representations and warranties expressly relate to a specific earlier date in which case such party hereby confirms, reaffirms and restates such representations and warranties as of such earlier date.

 

3.             THIS ACKNOWLEDGMENT AND CONFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

 

4.             This Acknowledgment and Confirmation may be executed by one or more of the parties hereto on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgement and Confirmation to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

 

	
 
    	
IRON   MOUNTAIN INCORPORATED
    
	
 
    	
IRON   MOUNTAIN INFORMATION MANAGEMENT, LLC
    
	
 
    	
IRON   MOUNTAIN FULFILLMENT SERVICES, INC.
    
	
 
    	
IRON   MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC. 

IRON   MOUNTAIN GLOBAL LLC
    
	
 
    	
IRON   MOUNTAIN US HOLDINGS, INC.
    
	
 
    	
IRON   MOUNTAIN SECURE SHREDDING, INC.
    
	
 
    	
IRON   MOUNTAIN INFORMATION MANAGEMENT SERVICES, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
John   P. Lawrence
    
	
 
    	
 
    	
Title:
    	
Senior   Vice President and Treasurer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN GLOBAL HOLDINGS, INC.
    
	
 
    	
NETTLEBED   ACQUISITION CORP.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
John   P. Lawrence
    
	
 
    	
 
    	
Title:
    	
Senior   Vice President and Treasurer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN CANADA OPERATIONS ULC
    
	
 
    	
IRON   MOUNTAIN INFORMATION MANAGEMENT SERVICES CANADA, INC.
    
	
 
    	
IRON   MOUNTAIN SECURE SHREDDING CANADA, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By
    	
 
    
	
 
    	
Name:    John P. Lawrence
    
	
 
    	
Title:    Senior Vice President and Treasurer
    


 

[Signature Page to Acknowledgement and Confirmation]

 











 

	
 
    	
IRON   MOUNTAIN SWITZERLAND GMBH
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By
    	
 
    
	
 
    	
Name:   Christopher LaRochelle
    
	
 
    	
Title:   Managing Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN EUROPE PLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By
    	
 
    
	
 
    	
Name:   Simon Golesworthy
    
	
 
    	
Title:   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN HOLDINGS (EUROPE) LIMITED
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By
    	
 
    
	
 
    	
Name:   Simon Golesworthy
    
	
 
    	
Title:   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN AUSTRALIA HOLDINGS PTY LTD
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By
    	
 
    
	
 
    	
Name:   Marc Duale
    
	
 
    	
Title:   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN AUSTRALIA SERVICES PTY LTD
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By
    	
 
    
	
 
    	
Name:   Marc Duale
    
	
 
    	
Title:   Director
    
					


 

[Signature Page to Acknowledgement and Confirmation]

 











 

	
 
    	
IRON   MOUNTAIN (UK) LIMITED
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By
    	
 
    
	
 
    	
Name:   Simon Golesworthy
    
	
 
    	
Title:   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN AUSTRIA ARCHIVIERUNG GMBH
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By
    	
 
    
	
 
    	
Name:   Robert Nedeljkovic
    
	
 
    	
Title:   Managing Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN INTERNATIONAL HOLDINGS 
    
	
 
    	
BV
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By
    	
 
    
	
 
    	
Name:   Marc Duale
    
	
 
    	
Title:   Director A
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN LUXEMBOURG SERVICES S.À R.L., LUXEMBOURG, SCHAFFHAUSEN BRANCH
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By
    	
 
    
	
 
    	
Name:   Christopher LaRochelle
    
	
 
    	
Title:   Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN HOLDINGS (FRANCE) SNC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By
    	
 
    
	
 
    	
Name:   Marc Duale
    
	
 
    	
Title:   Representative
    
						


 

[Signature Page to Acknowledgement and Confirmation]

 











 

	
 
    	
IRON   MOUNTAIN FRANCE SAS
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By
    	
 
    
	
 
    	
Name:   Edward Hladky
    
	
 
    	
Title:   President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN PARTICIPATIONS SA
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By
    	
 
    
	
 
    	
Name:   Patrick Keddy
    
	
 
    	
Title:   The Chairman
    


 

[Signature Page to Acknowledgement and Confirmation]