Exhibit 10.1

 

EXECUTION VERSION

 

April 19, 2016

 

Iron Mountain Information Management, LLC
 Unsecured Bridge Facility
 Commitment Letter

 

Iron Mountain Incorporated
 Iron Mountain Information Management, LLC

1 Federal Street

Boston, MA 02110

 

Attention:  Jeff Lawrence, Senior Vice President and Treasurer

 

Ladies and Gentlemen:

 

Iron Mountain Incorporated (the “Parent”) and Iron Mountain Information Management, LLC (the “Company”, and together with the Parent, sometimes referred to herein as “you”) have advised each of the parties listed on Schedule I hereto (the “Commitment Parties”; sometimes also collectively referred to herein as “we” or “us”), that the Parent, directly or indirectly through one or more of its subsidiaries, intends to acquire (the “Acquisition”) all of the equity interests of Recall Holdings Limited, an Australian public company (“Target”), pursuant to a Scheme Implementation Deed, dated as of June 8, 2015 (the “Acquisition Agreement”) entered into by and among Target and the Parent, and to consummate the transactions described therein and as otherwise contemplated by this Commitment Letter (the “Transactions”), in each case on the terms set forth in this commitment letter (together with the Term Sheet (as defined below) and all schedules attached hereto, the “Commitment Letter”).  Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Term Sheet (as defined below).

 

In connection with the Transactions, you have advised us that, (a) you wish to obtain a bridge term loan facility of up to $850,000,000 (the “Bridge Facility”) and (b) you intend to obtain an amendment (the “Amendment”) to the existing Credit Agreement, dated as of June 27, 2011, as amended and restated as of July 2, 2015 (the “Existing Credit Agreement”), among the Parent, the Company, the Lenders (as defined in the Existing Credit Agreement), the Borrowers (as defined in the Existing Credit Agreement), JPMorgan Chase Bank, N.A., as Administrative Agent and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, consented to by the Majority Lenders (as defined in the Existing Credit Agreement) as described on Schedule II hereto.

 

In that connection, you have requested that (x) each of the institutions listed under the heading “Initial Lenders” on Schedule I hereto (each, an “Initial Lender”, and collectively, the “Initial Lenders”) severally (and not jointly) commit to provide the amount of the Bridge Facility set forth opposite its name on Schedule I hereto under the heading “Bridge Commitments” (with respect to each Initial Lender, its “Bridge Commitment”), (y) each of the institutions listed under the heading “Titles/Roles” on Schedule I hereto (each an “Arranger, and collectively, the “Arrangers”) agree to serve in the capacity set forth opposite its name on such Schedule I hereto  

 











 

and (z) each of JPMorgan Chase Bank, N.A. (“JPMorgan”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”) and Goldman Sachs Bank USA (“GS”) agree to act as an active joint lead arranger and joint bookrunner (in such capacities, JPMorgan, MLPFS and GS being collectively referred to herein as the “Lead Arrangers”).  You have also requested that (i) (a) the Lead Arrangers structure, arrange and syndicate the Bridge Facility and (b) solicit the approvals required under the Existing Credit Agreement in connection with the proposed Amendment (the “Required Approvals”), (ii) each Initial Lender (or its affiliate, as applicable) approve the Amendment in its capacity as a Lender (as defined in the Existing Credit Agreement) and (iii) JPMorgan agree to serve as administrative agent for the Bridge Facility (in such capacity, the “Administrative Agent”).

 

Each of the Initial Lenders is pleased to advise you that it is willing to provide a portion of the Bridge Facility equal to its Bridge Commitment subject to the terms and conditions set forth in this Commitment Letter and Exhibit A attached hereto (the “Term Sheet”), and each Arranger is pleased to advise you that it is willing to serve in the capacity set forth opposite its name on Schedule I hereto under the heading “Titles/Roles” for the Bridge Facility.  Furthermore, the Lead Arrangers are pleased to advise you of their agreement to assemble a syndicate of financial institutions identified by the Arrangers (which may be limited to the Initial Lenders) in consultation with you (and subject to your consent as provided below) and to solicit the Required Approvals.

 

It is agreed that JPMorgan will act as the sole Administrative Agent and that the Lead Arrangers will act as the active joint lead arrangers and joint bookrunners for the Bridge Facility (with JPMorgan being entitled to “left” placement and MLPFS and GS being entitled to placement immediately to the right of JPMorgan on all marketing materials), and each will, in such capacities, perform the duties and exercise the authority customarily performed and exercised by it in such roles; provided that you agree that JPMorgan may perform its responsibilities hereunder through its affiliate, J.P. Morgan Securities, LLC.  You agree that no other agents, co-agents or arrangers will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the Term Sheet and the Fee Letters referred to below) will be paid in connection with the Bridge Facility unless you and we shall so agree.

 

The Lead Arrangers reserve the right to syndicate the Bridge Facility to a group of financial institutions (the “Lenders”) identified by them in consultation with you and subject to your consent (not to be unreasonably withheld or delayed).  The Lead Arrangers reserve the right to commence the syndication of the Bridge Facility but intend to commence the solicitation of the Required Approvals promptly, and you agree to actively assist the Arrangers in completing a syndication of the Bridge Facility (if applicable) and the solicitation of the Required Approvals in a manner satisfactory to them.  Such assistance shall include (a) your using commercially reasonable efforts to ensure that the syndication efforts (if applicable) and the solicitation of the Required Approvals benefit materially from your existing lending relationships, (b) direct contact between senior management and advisors of the Parent and the Company and the Lenders, (c) assistance in the preparation of a Confidential Information Memorandum and other customary marketing materials (collectively, with the Term Sheet, the “Information Materials”) and (d) the hosting, with the Lead Arrangers, of a meeting and/or conference call with the Lenders.

 

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If requested, you will assist us in preparing Information Materials, including a lender presentation, for distribution to prospective Lenders.  If requested, you also will assist us in preparing an additional version of the Information Materials (the “Public-Side Version”) to be used by prospective Lenders’ public-side employees and representatives (“Public-Siders”) who do not wish to receive material non-public information (within the meaning of United States federal securities laws) with respect to the Parent and the Company and their respective affiliates and any of their respective securities (“MNPI”) and who may be engaged in investment and other market related activities with respect to any such entity’s securities or loans.  Before distribution of any Information Materials, you agree to execute and deliver to us (i) a letter in which you authorize distribution of the Information Materials to a prospective Lender’s employees willing to receive MNPI (“Private-Siders”) and (ii) a separate letter in which you authorize distribution of the Public-Side Version to Public-Siders and represent that no MNPI is contained therein.

 

The Parent agrees that the following documents may be distributed to both Private-Siders and Public-Siders, unless the Parent advises the Arrangers in writing (including by email) within a reasonable time prior to their intended distribution that such materials should only be distributed to Private-Siders:  (a) administrative materials prepared by the Commitment Parties for prospective Lenders (such as a lender meeting invitation, lender allocation, if any, and funding and closing memoranda), (b) notification of changes in the terms of the Bridge Facility and (c) other materials intended for prospective Lenders after the initial distribution of Information Materials.  If you advise us that any of the foregoing should be distributed only to Private-Siders, then Public-Siders will not receive such materials without further discussions with you.

 

The Parent hereby authorizes the Commitment Parties to distribute drafts of definitive documentation with respect to the Bridge Facility to Private-Siders and Public-Siders.

 

The Lead Arrangers will manage, in consultation with you, all aspects of any syndication process and the solicitation of the Required Approvals, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among the Lenders and the amount and distribution of fees among the Lenders.  The Arrangers will have no responsibility other than to arrange the syndication as set forth herein and solicit the Required Approvals and in no event shall be subject to any fiduciary or other implied duties.  Additionally, the Parent and the Company acknowledge and agree that the Arrangers are not advising them as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction.  Each of the Parent and the Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Arrangers shall have no responsibility or liability to the Parent and the Company with respect thereto.  Any review by the Arrangers of the Parent and the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Commitment Parties and shall not be on behalf of the Parent and the Company.

 

To assist the Lead Arrangers in their syndication efforts and solicitation of the Required Approvals, you agree promptly to prepare and provide to us all information with respect to the 

 

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Parent and the Company and the transactions contemplated hereby, including all financial information and projections (the “Projections”), as we may reasonably request in connection with the arrangement and syndication of the Bridge Facility and the solicitation of the Required Approvals.  You hereby represent and covenant (but qualified to the best of your knowledge, insofar as relating to the Target and its subsidiaries) that (a) all written or formally presented information other than the Projections (the “Information”) that has been or will be made available to us by you or any of your representatives is or will be, when furnished (and taken as a whole), complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (b) the Projections that have been or will be made available to us by or on behalf of you or any of your representatives have been or will be prepared in good faith based upon assumptions that are reasonable at the time made and at the time the related Projections are made available to us (it being understood that such Projections are as to future events and are not to be viewed as facts and are subject to significant uncertainties and contingencies and that no assurance can be given that any particular Projections will be realized).  You agree that if, at any time prior to the Funding Date you become aware that any of the representations in the preceding sentence would be incorrect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will promptly supplement the Information and the Projections so that such representations are correct in all material respects under those circumstances.  You understand that in connection with arranging and syndicating the Bridge Facility and soliciting the Required Approvals we may use and rely on the Information and Projections without independent verification thereof.  You also agree to give us reasonable notice of any competing offering, placement or arrangement of any debt securities or bank financing by or on behalf of the Parent or any affiliate thereof.

 

As consideration for our agreements to perform the services described herein, you agree to pay the nonrefundable fees set forth in the respective Fee Letters dated the date hereof and delivered herewith (the “Fee Letters”) in accordance with the terms thereof.

 

The commitments of the Initial Lenders and the agreements of the Arrangers and the Lead Arrangers to perform the services and provide the commitments described herein are subject to (a) there not occurring any material adverse condition or material adverse change in or affecting the business, operations, property, condition (financial or otherwise) of the Parent and its subsidiaries, taken as a whole, or of the Target and its subsidiaries, taken as a whole, (b) our satisfaction that prior to the Funding Date there shall be no competing offering, placement or arrangement of any debt securities or secured bank financing by or on behalf of the Parent or any affiliate thereof (other than an offering of notes in Canadian dollars in an amount not to exceed CDN$250,000,000 (the “Canadian Notes”)) and (c) the other conditions set forth or referred to in the Term Sheet.  Those matters that are not covered by the provisions hereof and of the Term Sheet are subject to the approval and agreement of the Commitment Parties and the Parent and the Company.   Notwithstanding anything in this Commitment Letter, the Fee Letters or the Bridge Facility Documentation to the contrary, (a) the only representations relating to the Parent, the Company, Target and its subsidiaries and their respective businesses the accuracy of which shall be a condition to availability of the Bridge Facility on the Funding Date shall be (i) such of the representations made by Target in the Acquisition Agreement as are material to the interests 

 

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of the Lenders, but only to the extent that the accuracy of any such representation is a condition to your obligations to close under the Acquisition Agreement or you have the right to terminate your obligations under the Acquisition Agreement (or decline to consummate the Acquisition) as a result of a breach of such representations in the Acquisition Agreement (the “Acquisition Agreement Representations”) and (ii) the Specified Representations (as defined below), and (b) the terms of the Bridge Facility Documentation shall be in a form such that they do not impair availability of the Bridge Facility on the Funding Date if the conditions set forth in this Commitment Letter are satisfied.  For purposes hereof, “Specified Representations” means the representations and warranties referred to in the Term Sheet relating to the corporate existence and qualification of the Parent and the Guarantors (as such term is defined in the Term Sheet) (collectively, the “Loan Parties”) in their jurisdiction of organization, and power and authority, due authorization, execution and delivery of, and enforceability of, the Bridge Facility Documentation, in each case relating to the Loan Parties, no conflict with the organizational documents of the Loan Parties, no conflict with any agreement involving indebtedness of the Parent or its subsidiaries in an aggregate principal amount of more than $25 million, Bridge Facility and guarantees with respect thereto constitute “senior debt” under the Loan Parties’ senior subordinated note indentures, governmental approvals applicable to the execution, delivery and performance by the Loan Parties of the Bridge Facility Documentation, use of proceeds, Investment Company Act, compliance with material laws, compliance with sanctions and anti-corruption laws, solvency of the Loan Parties on a consolidated basis, Patriot Act, and Federal Reserve margin regulations.  Notwithstanding anything in this Commitment Letter or the Fee Letters to the contrary, the only conditions to availability of the Bridge Facility on the Funding Date are set forth in the Term Sheet under the heading “CERTAIN CONDITIONS—Conditions to Funding”.  This paragraph, and the provisions herein, shall be referred to as the “Limited Conditionality Provision”.

 

Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, including an agreement to negotiate in good faith the Bridge Facility Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being understood and agreed that the commitments provided hereunder and the funding of the Bridge Facility on the Funding Date are subject solely to the Limited Conditionality Provision and the conditions precedent contained in the section entitled “Conditions to Funding” in Exhibit A.

 

You agree, jointly and severally, (a) to indemnify and hold harmless the Commitment Parties and their affiliates and their respective officers, directors, employees, advisors, and agents (each, an “indemnified person”) from and against any and all losses, claims, damages and liabilities to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the Bridge Facility, the use of the proceeds thereof or any related transaction or any claim, litigation, investigation, proceeding or threatened proceeding relating to any of the foregoing, regardless of whether any indemnified person is a party thereto or whether such claim, litigation, proceeding or threatened proceeding is brought by you, your equity holders, creditors or any other person, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing, provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they arise from the willful misconduct or gross negligence of, or a material breach of this 

 

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Commitment Letter by, such indemnified person, in each case as determined by a court of competent jurisdiction in a final and non-appealable judgment, and (b) to reimburse the Commitment Parties and their affiliates on demand for all reasonable, documented out-of-pocket expenses (including due diligence expenses, syndication expenses, expenses in connection with the solicitation of the Required Approvals, travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Bridge Facility, the Amendment and any related documentation (including this Commitment Letter, the Fee Letters, the Amendment and the definitive financing documentation) or the amendment, modification or waiver thereof.  No indemnified person shall be liable for any damages arising from the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent such Information or other materials is so obtained as a result of the gross negligence or willful misconduct of, or material breach by, such indemnified person, in each case as determined by a court of competent jurisdiction in a final and non-appealable judgment.  None of the Parent, the Company, their respective affiliates or any indemnified person shall be liable for any special, indirect, consequential or punitive damages in connection with the Bridge Facility, in each case other than in respect of any losses, claims, damages or liabilities paid or required to be paid by an indemnified person to a third party (including another indemnified person) for which such indemnified person is entitled to indemnification from you in accordance with the terms hereof.

 

If any action, litigation, proceeding or investigation is commenced as to which any indemnified person proposes to demand indemnification, they shall notify the Company with reasonable promptness; provided, however, that any failure by any indemnified person to so notify the Company shall not relieve you from your obligations hereunder. Any indemnified person shall have the right to retain counsel of its choice (which counsel shall be reasonably acceptable to the Company and limited to a single counsel to the Commitment Parties and their affiliates and of a single reasonably necessary special and local counsel for each applicable jurisdiction and, solely in the case of an actual or perceived conflict of interest, one additional counsel in each applicable jurisdiction to the affected person or entity), and you shall jointly and severally pay the reasonable and documented fees, expenses and disbursement of such counsel; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company. Without the prior written consent of the applicable indemnified person, you shall not settle or compromise any claim with respect to such indemnified person under this section, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent (a) includes, as an unconditional term thereof, the giving by the claimant to each of the applicable indemnified person of an unconditional and irrevocable release from all liability in respect of such claim, (b) does not include any statement as to, or any admission of, fault, culpability, wrongdoing or a failure to act by or on behalf of such indemnified person and (c) contains customary confidentiality and non-disparagement provisions.

 

You agree that the Arrangers will act hereunder as independent contractors and that nothing in this Commitment Letter or the Fee Letters, or the nature of their services or any prior relationship will be deemed to create an advisory, fiduciary or agency relationship between the Arrangers, on the one hand, and the Parent, its shareholders or its affiliates, on the other hand and you waive, to the fullest extent permitted by law, any claims you may allege against the Commitment Parties for breach of fiduciary duty or breach of fiduciary duty in connection with 

 

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the Transactions and agree that we will have no liability (whether direct or indirect) to you in respect of such fiduciary duty claim or to any person asserting a fiduciary duty claim on your behalf, including equity holders, employees or creditors.  In addition, the Arrangers may employ the services of their respective affiliates in providing certain services hereunder and may exchange with such affiliates information concerning the Parent and other companies that may be the subject of this arrangement.

 

You acknowledge that the Commitment Parties and their affiliates (the term “Commitment Parties” being understood to refer hereinafter in this paragraph to include such affiliates) may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise.  The Commitment Parties will not use confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you in connection with the performance by the Commitment Parties of services for other companies, and the Commitment Parties will not furnish any such information to other companies.  You also acknowledge that the Commitment Parties have no obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained from other companies.  You hereby agree that the Arrangers may render their services under this Commitment Letter notwithstanding any actual or potential conflict of interest presented by the foregoing, and you hereby waive, to the fullest extent permitted by law, any conflict of interest claims relating to the relationship between the Arrangers and you and your affiliates in connection with the transactions contemplated hereby, on the one hand, and the exercise by the Arrangers or any of their respective affiliates of any of their rights and duties under any credit or other agreement (including the Existing Credit Agreement), on the other hand.  You further acknowledge that the Arrangers are full service securities firms and the Arrangers may from time to time effect transactions, for their own or their affiliates’ account or the account of customers, and hold positions in loans, securities or options on loans or securities of the Parent and its affiliates and of other companies that may be the subject of the transactions contemplated by this Commitment Letter.

 

As you know, Goldman, Sachs & Co. has been retained by the Parent (or one of its affiliates) as financial advisor (in such capacity, the “Financial Advisor”) in connection with the Acquisition. You agree to such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from the engagement of the Financial Advisor, on the one hand, and our affiliates’ relationships with you as described and referred to herein, on the other. Each of the Commitment Parties hereto acknowledges (i) the retention of Goldman, Sachs & Co. as the Financial Advisor and (ii) that such relationship does not create any fiduciary duties or fiduciary responsibilities to such Commitment Party on the part of Goldman Sachs or its affiliates.

 

This Commitment Letter shall not be assignable by you without the prior written consent of the Commitment Parties (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto (and any indemnified person) and is not intended to confer any benefits upon, or create any rights in favor of, any person other  than the parties hereto (and any indemnified person); provided that it is understood and agreed that each Initial Lender may assign its commitments and agreements hereunder, in whole or in 

 

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part, to any of its affiliates.  This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and each of the Commitment Parties.  This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement.  Delivery of an executed signature page of this Commitment Letter by electronic transmission shall be effective as delivery of a manually executed counterpart hereof.  This Commitment Letter and the Fee Letters are the only agreements that have been entered into among us with respect to the Bridge Facility and set forth the entire understanding of the parties with respect thereto.  This Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York.  Each party hereto consents to the exclusive jurisdiction and venue of the state or federal courts located in the City of New York, Borough of Manhattan.  Each party hereto irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such legal proceeding in the state or federal courts located in the City of New York.  Each party hereto irrevocably agrees to waive trial by jury in any suit, action, proceeding, claim or counterclaim brought by or on behalf of any party related to or arising out of the transactions contemplated hereby, this Commitment Letter or the Fee Letters or the performance of services hereunder.

 

This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter or the Fee Letters nor any of their terms or substance shall be disclosed, directly or indirectly, to any other person except (a) to your directors, officers, employees, accountants, attorneys, officers, agents and advisors on a confidential basis in connection with the Transactions, (b) this Commitment Letter, but not the Fee Letters, in any required filings with the Securities Exchange Commission and other applicable regulatory authorities and stock exchanges, and (c) as may be compelled in a judicial or administrative proceeding or as otherwise required by law (in which case you agree to inform us promptly thereof).

 

Each Commitment Party agrees to exercise reasonable efforts to keep any information delivered or made available by you which has not been publicly disclosed confidential from anyone other than persons employed or retained by such Commitment Party who are or are expected to become engaged in evaluating, approving, structuring or administering the Bridge Facility; provided that nothing herein shall prevent any Commitment Party from disclosing such information (i) to any existing Lender or affiliate thereof, and to any potential Lender, participant or assignee who agrees to be bound by the terms of this paragraph (or language substantially similar to this paragraph or as otherwise reasonably acceptable to you and each Commitment Party, including as may be agreed in any confidential information memorandum or other marketing material or through the distribution of marketing materials in connection with the syndication of the Bridge Facility through a customary syndication process), (ii) to the officers, directors, employees, agents, service providers, attorneys and accountants of such Commitment Party, potential or existing Lender or the affiliates of each of the foregoing who have a need to know such information in accordance with customary banking practices and who receive such information having been made aware of the restrictions set forth in this paragraph, (iii) upon the order of any court or administrative agency or as required under any applicable law, regulation or rule, (iv) upon the request or demand of any regulatory agency or authority having jurisdiction over such Commitment Party, (v) to the extent reasonably required in connection with any  litigation or proceeding to which any Commitment Party, you or any affiliates of the Commitment Parties or you may be a party, (vi) to the extent reasonably required in connection 

 

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with the exercise of any remedy hereunder, (vii) to such Commitment Party’s legal counsel and independent auditors, (viii) to the extent such information becomes publicly available other than by reason of disclosure by such Commitment Party or its affiliates in breach of this Commitment Letter, (ix) for purposes of establishing a “due diligence” defense and (x) to data service providers, including league table providers, that serve the lending industry.  Any party required to maintain the confidentiality of information as provided in this paragraph shall be considered to have complied with its obligation to do so if such party has exercised the same degree of care to maintain the confidentiality of such information as such party would accord to its own confidential information.  The provisions of this paragraph shall automatically terminate one year from the date of this Commitment Letter.

 

This paragraph and the reimbursement, indemnification, waiver of fiduciary duties, confidentiality, conflict of interest, governing law, jurisdiction and jury trial waiver provisions contained herein and in the Fee Letters shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination or expiration of this Commitment Letter.

 

The Commitment Parties hereby notify you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), each of them is required to obtain, verify and record information that identifies you and each Guarantor under the Bridge Facility, which information includes your name and address and other information that will allow the Commitment Parties to identify you and each Guarantor under the Bridge Facility in accordance with the Act.

 

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms hereof and of the Term Sheet and the Fee Letters by returning to us executed counterparts hereof and of the Fee Letters not later than 5:00 p.m., New York City time, on April 19, 2016.  The Commitment Parties’ agreements herein will expire at such time in the event we have not received such executed counterparts in accordance with the immediately preceding sentence. In the event that the Funding Date does not occur on or before the Expiration Date, then this Commitment Letter and the agreements and commitments hereunder shall automatically terminate unless we shall, in our discretion, agree to an extension.  “Expiration Date” means the earliest of (i) the closing of the Acquisition without the use of the Bridge Facility, (ii) July 30, 2016 and (iii) the termination of the Acquisition Agreement prior to the closing of the Acquisition.

 

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We are pleased to have been given the opportunity to assist you in connection with this important financing.

 

	
 
    	
Very   truly yours,
    
	
 
    	
 
    	
 
    
	
 
    	
JPMORGAN   CHASE BANK, N.A.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Gene Riego De   Dios
    
	
 
    	
 
    	
Name: Gene   Riego De Dios
    
	
 
    	
 
    	
Title: Vice   President
    
	
 
    	
 
    	
 
    
	
 
    	
BANK   OF AMERICA, N.A.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ John F. Lynch
    
	
 
    	
 
    	
Name: John   F. Lynch
    
	
 
    	
 
    	
Title: S.V.P.
    
	
 
    	
 
    	
 
    
	
 
    	
MERRILL LYNCH PIERCE FENNER & SMITH   INCORPORATED
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Mark D. Monte
    
	
 
    	
 
    	
Name: Mark   D. Monte
    
	
 
    	
 
    	
Title: Managing   Director
    
	
 
    	
 
    	
 
    
	
 
    	
GOLDMAN   SACHS BANK USA
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Charles D.   Johnston
    
	
 
    	
 
    	
Name:   Charles D. Johnston 
    
	
 
    	
 
    	
Title: Authorized   Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Barclays   Bank PLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Robert   Chen
    
	
 
    	
 
    	
Name: Robert   Chen
    
	
 
    	
 
    	
Title:   Managing Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
WELLS   FARGO BANK, N. A.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ David Mallett
    
	
 
    	
 
    	
Name: David   Mallett
    
	
 
    	
 
    	
Title: Managing   Director
    


 

[Signature page to IRM Commitment Letter]

 











 

	
 
    	
WELLS   FARGO SECURITIES, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jeff Gignac
    
	
 
    	
 
    	
Name: Jeff   Gignac
    
	
 
    	
 
    	
Title: Managing   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
CREDIT AGRICOLE CORPORATE & INVESTMENT BANK
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Paul A. Brown
    
	
 
    	
 
    	
Name: Paul   A. Brown
    
	
 
    	
 
    	
Title: Managing   Director
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Stephanie Publle
    
	
 
    	
 
    	
Name: Stephanie   Publle
    
	
 
    	
 
    	
Title: Managing   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
CITIZENS   BANK, N.A.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Cheryl   Carangelo
    
	
 
    	
 
    	
Name: Cheryl   Carangelo
    
	
 
    	
 
    	
Title:Managing   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
HSBC   SECURITIES (USA) INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Joseph   Sheehan
    
	
 
    	
 
    	
Name: Joseph   Sheehan
    
	
 
    	
 
    	
Title: Managing   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
HSBC   Bank USA, National Association
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Manuel Burgueno
    
	
 
    	
 
    	
Name: Manuel   Burgueno
    
	
 
    	
 
    	
Title: Senior   Vice President
    


 

[Signature page to IRM Commitment Letter]

 











 

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
    


 

	
 
    	
MORGAN   STANLEY SENIOR FUNDING, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Robbie Pearson   
    
	
 
    	
 
    	
Name: Robbie   Pearson
    
	
 
    	
 
    	
Title:   Authoried Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
PNC   CAPITAL MARKETS LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ John   Broeren
    
	
 
    	
 
    	
Name: John   Broeren
    
	
 
    	
 
    	
Title:   Managing Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
PNC   BANK, NATIONAL ASSOCIATION
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Brian   Prettyman
    
	
 
    	
 
    	
Name: Brian   Prettyman
    
	
 
    	
 
    	
Title: Senior   Vice President
    


 

[Signature page to IRM Commitment Letter]

 











 

	
 
    	
THE   BANK OF TOKYO-MITSUBISHI UFJ, LTD.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ George   Stoecklein
    
	
 
    	
 
    	
Name: George   Stoecklein
    
	
 
    	
 
    	
Title: Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
SUNTRUST   BANK
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dave Felty
    
	
 
    	
 
    	
Name: Dave   Felty
    
	
 
    	
 
    	
Title: Managing   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
SUNTRUST   ROBINSON HUMPHREY, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Lee McCrary
    
	
 
    	
 
    	
Name: Lee   McCrary
    
	
 
    	
 
    	
Title: Managing   Director
    


 

[Signature page to IRM Commitment Letter]

 











 

	
Accepted   and agreed to
    	
 
    
	
as   of the date first
    	
 
    
	
written   above by:
    	
 
    
	
 
    	
 
    
	
IRON   MOUNTAIN INCORPORATED
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:   
    	
/s/   John P. Lawrence
    	
 
    
	
 
    	
Name:   John P. Lawrence
    	
 
    
	
 
    	
Title:   Senior Vice President & Treasurer
    	
 
    
	
 
    	
 
    
	
IRON   MOUNTAIN INFORMATION MANAGEMENT, LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:   
    	
/s/   John P. Lawrence
    	
 
    
	
 
    	
Name:   John P. Lawrence
    	
 
    
	
 
    	
Title:   Senior Vice President & Treasurer
    	
 
    


 

[Signature page to IRM Commitment Letter]

 












 

Schedule I

 

BRIDGE COMMITMENTS

 

	
Initial Lenders
    	
 
    	
Bridge Commitments
    	
 
    
	
JPMorgan Chase Bank, N.A.
    	
 
    	
$
    	
136,666,666.67
    	
 
    
	
Bank of America, N.A.
    	
 
    	
$
    	
136,666,666.67
    	
 
    
	
Goldman Sachs Bank USA
    	
 
    	
$
    	
136,666,666.66
    	
 
    
	
Barclays Bank PLC
    	
 
    	
$
    	
100,000,000
    	
 
    
	
Wells Fargo Bank, National Association
    	
 
    	
$
    	
50,000,000
    	
 
    
	
Credit Agricole Corporate and Investment Bank
    	
 
    	
$
    	
50,000,000
    	
 
    
	
Citizens Bank, N.A.
    	
 
    	
$
    	
50,000,000
    	
 
    
	
HSBC Bank USA, National Association
    	
 
    	
$
    	
25,000,000
    	
 
    
	
HSBC Bank Australia Limited
    	
 
    	
$
    	
25,000,000
    	
 
    
	
Morgan Stanley Bank, N.A.
    	
 
    	
$
    	
50,000,000
    	
 
    
	
PNC Bank, National Association
    	
 
    	
$
    	
30,000,000
    	
 
    
	
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
    	
 
    	
$
    	
30,000,000
    	
 
    
	
SunTrust Bank
    	
 
    	
$
    	
30,000,000
    	
 
    
	
TOTAL
    	
 
    	
$
    	
850,000,000
    	
 
    


 

TITLES/ROLES

 

	
Institution
    	
 
    	
Title/Role
    	
 
    
	
JPMorgan Chase Bank, N.A.
    	
 
    	
Joint Lead Arranger and   Joint Bookrunner
    	
 
    
	
Merrill Lynch, Pierce, Fenner & Smith   Incorporated
    	
 
    	
Joint Lead Arranger, Joint   Bookrunner and Syndication Agent
    	
 
    
	
Goldman Sachs Bank USA
    	
 
    	
Joint Lead Arranger, Joint   Bookrunner and Syndication Agent
    	
 
    
	
Well Fargo Bank, National Association
    	
 
    	
Joint Bookrunner and Documentation   Agent
    	
 
    
	
Barclays Bank PLC
    	
 
    	
Joint Bookrunner and Documentation   Agent
    	
 
    
	
Credit Agricole Corporate and Investment Bank
    	
 
    	
Joint Bookrunner and Documentation   Agent
    	
 
    
	
Citizens Bank, N.A.
    	
 
    	
Joint Bookrunner and Documentation   Agent
    	
 
    
	
HSBC Securities (USA) Inc.
    	
 
    	
Joint Bookrunner and Documentation   Agent
    	
 
    
	
Morgan Stanley Senior Funding, Inc.
    	
 
    	
Joint Bookrunner and Documentation   Agent
    	
 
    
	
PNC Capital Markets, LLC
    	
 
    	
Co-Manager
    	
 
    
	
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
    	
 
    	
Co-Manager
    	
 
    


 











 

Schedule II

 

The Amendment shall effect the following amendments to the Existing Credit Agreement:

 

1.              Amend Sections 9.08(iv) and 9.17(iv)(B) of the Existing Credit Agreement in order to permit the maturity of, and payments of principal under, the Bridge Facility prior to the Commitment Termination Date (as defined in the Existing Credit Agreement).

 

2.              Amend Section 9.08(v)(e) of the Existing Credit Agreement in order to permit the $25,000,000 basket referenced therein to be used for the incurrence of bank guarantees (in addition to letters of credit).

 

3.              Waiving the requirement under the Canadian Borrower Pledge Agreement (as defined in the Existing Credit Agreement) that the Canadian Borrowers (as defined in the Existing Credit Agreement) pledge the shares of any entity acquired in connection with the Acquisition, so long as (i) such entity does not hold any material assets more than five business days following the closing of the 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.

 











 

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

UNSECURED BRIDGE FACILITY

 

Summary of Terms and Conditions(1)

 




 

	
I.
    	
PARTIES
    	
 
    	
 
    
	
 
    	
 
    
	
Borrower:
    	
 
    	
The   Parent (the “Borrower”)
    
	
 
    	
 
    	
 
    
	
Guarantors:
    	
 
    	
Each   of the entities that (i) is a guarantor (a “Notes Guarantor”) as   of the date hereof under the Senior Indenture, dated as of September 29,   2015, among the Parent, as issuer and Wells Fargo Bank, National Association,   as trustee and each of the Notes Guarantors party thereto, with respect to   the 6.000% Senior Notes Due 2020 (the “Senior Unsecured Indenture”),   (ii) to the extent not a Notes Guarantor under the Senior Unsecured   Indenture as of the date hereof, any direct or indirect domestic subsidiary   of the Parent that, after the date hereof, is required to become a Notes   Guarantor under the Senior Unsecured Indenture as in effect on the date   hereof and (iii) is (or is required to become) a guarantor of senior   notes issued by the Parent after the Effective Date (the entities in clauses   (i) through (iii), the “Guarantors”).
    
	
 
    	
 
    	
 
    
	
Joint   Lead Arrangers and Joint Bookrunners:
    	
 
    	
 

JPMorgan,   MLPFS and GS as joint lead arrangers (in such capacity, the “Lead   Arrangers”).
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
JPMorgan,   MLPFS, GS, Wells Fargo Securities, LLC, Barclays Bank PLC, Credit Agricole   Corporate and Investment Bank, Citizens Bank, N.A., HSBC Securities (USA)   Inc. and Morgan Stanley Senior Funding, Inc. as joint bookrunners (in   such capacity, the “Arrangers”).
    
	
 
    	
 
    	
 
    
	
Administrative   Agent:
    	
 
    	
JPMorgan   Chase Bank, N.A. (“JPMorgan” and, in such capacity, the “Administrative   Agent”).
    
	
 
    	
 
    	
 
    
	
Lenders:
    	
 
    	
A   syndicate of banks, financial institutions and other entities, arranged by   the Arrangers in consultation with the Parent (collectively, the “Lenders”).
    
	
 
    	
 
    	
 
    
	
II.
    	
BRIDGE FACILITY
    	
 
    
	
 
    	
 
    
	
Type   and Amount:
    	
A   term facility in the amount of up to $850,000,000 (the “Bridge
    
					


 

	    



    
	
(1)
    	
All capitalized terms   used but not defined herein shall have the meaning given to them in the   Commitment Letter to which this Term Sheet is attached.
    


 

1











 

	
 
    	
 
    	
Facility”; the loans thereunder, the “Bridge   Loans”).
    
	
 
    	
 
    	
 
    
	
Availability:
    	
 
    	
One   drawing in U.S. dollars may be made under the Bridge Facility on the Funding   Date (as defined below).
    
	
 
    	
 
    	
 
    
	
Maturity:
    	
 
    	
The   Bridge Loans shall mature and, to the extent then outstanding, be payable in   full on the earlier of (x) the date that is 364 days after the Funding   Date (the “Initial Bridge Loan Maturity Date” and as may be extended   as provided below, the “Maturity Date”); provided that, upon   the Parent’s request, the Initial Bridge Loan Maturity Date may be extended   by one year subject to the following: (i) such extension request must be   made no earlier than 60 days before the Initial Bridge Loan Maturity Date and   no later than 30 days before the Initial Bridge Loan Maturity Date,   (ii) no default or event of default is in existence at the time of, or   would be in existence after giving effect to, such extension, (iii) the   representations and warranties in the Bridge Facility Documentation shall be   accurate both before and after giving effect to such extension, and   (iv) payment by the Parent of an extension fee to each Lender in an   amount equal to 1.00% of the Bridge Loans of such Lender outstanding on the   Initial Bridge Loan Maturity Date and (y) if the Acquisition has not   been consummated, July 30, 2016.
    
	
 
    	
 
    	
 
    
	
Purpose:
    	
 
    	
A   portion of the proceeds of the Bridge Loans (in an amount expected to be   approximately $350,000,000) (the “Reimbursement Bridge Loans”) shall   be used to reimburse certain banks and financial institutions for the   purchase of Australian dollars (the “Australian Dollar Consideration”)   from such banks and/or financial institutions by the Borrower in order to   finance the portion of the Acquisition Consideration that shall be used to   fund (i) the Cash Elections (as defined in the Acquisition Agreement) of   certain Recall Shareholders pursuant to Sections 4.2(b)(ii)(B) and 4.4   of the Acquisition Agreement and (ii) special payments of the Australian   dollar equivalent of US$0.50 in cash for each Scheme Share (as defined in the   Acquisition Agreement) of each Recall Shareholder, pursuant to Sections   4.2(b)(i)(B) and 4.2(b)(ii)(A) of the Acquisition Agreement, in   each case, in accordance with the terms of the Acquisition Agreement. The   Australian Dollar Consideration shall be held in a designated trust account   (the “Australian Trust Account”) operated by the Target as trustee for   the Recall Shareholders in accordance with the terms of the Acquisition   Agreement (including the terms of the form of Scheme (as defined in the   Acquisition Agreement) attached thereto as Annexure 2 as of the date hereof),   to be applied as provided
    


 

2











 

	
 
    	
 
    	
therein.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
A   portion of the proceeds of the Bridge Loans (in an amount expected to be   approximately $500,000,000) (the “Acquisition Bridge Loans”) shall be   held in a designated escrow account maintained with the Administrative Agent   (the “US Escrow Account”) in accordance with the terms of the US   Escrow Agreement (as defined below). Funds on deposit in the US Escrow   Account shall be used to fund, in part, the Acquisition, including the   refinancing of certain existing indebtedness of Target and to pay all or a   portion of the costs incurred by the Parent or any of its subsidiaries in   connection with the Transactions.
    
	
 
    	
 
    	
 
    
	
III.
    	
 
    	
CERTAIN PAYMENT PROVISIONS
    	
 
    
	
 
    	
 
    	
 
    
	
Fees   and Interest Rates:
    	
 
    	
As   set forth on Annex I.
    
	
 
    	
 
    	
 
    
	
Repayment   of Loans:
    	
 
    	
All   Bridge Loans outstanding will be payable in full on the Maturity Date.
    
	
 
    	
 
    	
 
    
	
Optional   Prepayments and Commitment Reductions:
    	
 
    	
 

The   Bridge Loans may be prepaid, and Bridge Commitments may be reduced, in whole   or in part at any time without penalty or premium. Optional prepayments of   the Bridge Loans may not be reborrowed.
    
	
 
    	
 
    	
 
    
	
Mandatory   Prepayments and Commitment Reductions:
    	
 
    	
 

From   and after the date that the Parent and the Company countersign the Commitment   Letter (the “Acceptance Date”) until the Funding Date, the Bridge   Commitments shall be permanently and automatically reduced, and after the   Funding Date, the aggregate Bridge Loans shall be prepaid (including any   accrued and unpaid interest thereon), in each case, on a dollar-for-dollar   basis, by the following amounts, within one business day of receipt of such   amount:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.
    	
Incurrence   of Indebtedness:   100.0% of the net cash proceeds actually received by the Parent or any of its   subsidiaries from the incurrence of indebtedness for borrowed money   (including hybrid securities and debt securities convertible to equity) by   the Parent or any of its subsidiaries, but excluding: (w) intercompany   debt of the Parent or any of its subsidiaries; (x) borrowings permitted   pursuant to Sections 9.08(i) (other than increases to the Revolving   Commitments (as defined in the Existing
    
							


 

3











 

	
 
    	
 
    	
 
    	
Credit   Agreement) pursuant to Section 2.01(b) of the Existing Credit   Agreement or the borrowing of Incremental Term Loans (as defined in the   Existing Credit Agreement) pursuant to Section 2.01(c) of the   Existing Credit Agreement), (ii), (v) (other than items (g) and   (k) of such Section 9.08(v)), (vi) (so long as, after giving   effect to such incurrence, the outstanding principal amount of all such   indebtedness incurred after the Acceptance Date does not exceed $100,000,000)   and (vii) (in respect of any Accounts Receivable Financings (as defined   in the Existing Credit Agreement as in effect on the date hereof)) of the Existing   Credit Agreement; (y) the issuance of the Canadian Notes; and   (z) borrowings under the US$1,050,000,000 Syndicated Facility Agreement,   dated December 4, 2013, as amended by the Amendment Deed No. 1,   dated October 23, 2014, by and among Recall Holdings Limited,   Commonwealth Bank of Australia and the other parties thereto (the “Existing   Target Credit Facility”) and under existing overdraft facilities   associated with the Target’s cash management arrangements).
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
2.
    	
Equity   Offerings: 100.0%   of the net cash proceeds actually received from the issuance of any equity   securities by the Parent or any of its subsidiaries (other than issuances   pursuant to employee stock plans or other benefit or employee incentive   arrangements).
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
3.
    	
Asset   Sales: Subject to the   prior application of such net cash proceeds in accordance with   Section 3.02 of the Existing Credit Agreement, 100.0% of the net cash   proceeds actually received from asset dispositions, subject to certain   exceptions and reinvestment rights (substantially identical to the Existing   Credit Agreement).
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
All mandatory   prepayments and commitment reductions will be applied without penalty or   premium (except for breakage costs and accrued interest, if any, and as   otherwise provided herein). Mandatory prepayments of the Bridge Loans may not be reborrowed.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
For the avoidance of   doubt, the Bridge Commitments shall be permanently reduced upon the making of   the Bridge Loans on the Funding Date.
    
	
 
    	
 
    	
 
    
	
IV.
    	
COLLATERAL
    	
The obligations under the Bridge Facility will be unsecured.
    
					


 

4












 

	
V.
    	
CERTAIN CONDITIONS
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Conditions   to Funding:
    	
 
    	
The   making of the Bridge Loans will be conditioned upon satisfaction of, among   other things, the following conditions precedent (the “Funding Date   Conditions”; the date upon which all such conditions shall be satisfied,   the “Funding Date”) on or before the Expiration Date:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)    The Loan Parties, the Administrative Agent and each Lender shall have   executed and delivered satisfactory documentation for the Bridge Facility   (which shall contain customary “EU Bail-In” provisions) and any related   documentation (the “Bridge Facility Documentation”).
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)    The Lenders, the Administrative Agent and the Arrangers shall have received   all fees required to be paid, and all expenses for which invoices have been   presented, on or before the Funding Date.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(c)    All governmental and third party approvals necessary in connection with the   financing contemplated hereby and the continuing operations of the Loan   Parties shall have been obtained and be in full force and effect (except   where the failure to obtain such approvals would be unlikely to have a   material adverse effect).
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(d)    The Parent shall have delivered all financial statements required to have   been delivered pursuant to Sections 9.01(1) and (2) of the Existing   Credit Agreement as in effect on the date hereof.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(e)    The Commitment Parties shall have received (i) audited consolidated   balance sheets and related statements of income, stockholders’ equity and   cash flows of the Target and its subsidiaries, for the three most recently   completed fiscal years ended at least 90 days before the Funding Date and   (ii) unaudited consolidated balance sheet and related statements of   income, stockholders’ equity and cash flows of the Target and its   subsidiaries, for the subsequent six month period ended at least 45 days   before the Funding Date.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(f)    The Commitment Parties shall have received a pro forma consolidated balance   sheet and related statement of income, stockholders’ equity and cash flows of   the Borrower as of, and for the 12-month period ending at least 45 days   before the Funding Date, prepared after giving

 
    


 

5











 

	
 
    	
 
    	
effect   to the Transactions and the other transactions contemplated hereby to be   consummated on the Funding Date as if the Transactions and such other   transactions had occurred as of such date (in the case of such balance sheet)   or at the beginning of such period (in the case of such income statements),   which need not be prepared in compliance with Regulation S-X of the   Securities Act of 1933, as amended, or include adjustments for purchase   accounting (including adjustments of the type contemplated by Financial   Accounting Standards Board Accounting Standards Codification 805, Business   Combinations (formerly SFAS 141R)).
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(g) The   Lenders shall have received such legal opinions (including opinions from   counsel to the Loan Parties (including that the Bridge Facility does not   breach or require a prepayment of any material indebtedness of the Parent or   its subsidiaries)), documents and other instruments as are customary for   transactions of this type or as they may reasonably request.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(h)    To the extent requested at least 10 days prior to the Funding Date, the   Administrative Agent and each requesting Initial Lender or Arranger shall   have received, at least five days prior to the Funding Date, all   documentation and other information required by regulatory authorities under   applicable “know your customer” and anti-money laundering rules and   regulations, including the PATRIOT Act.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(i)    The Loan Parties, the Administrative Agent and the Majority Lenders (as   defined in the Existing Credit Agreement) shall have executed and delivered   the Amendment.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(j)    The Acquisition Agreement Representations shall have been accurate as of 8AM   (eastern Australia time) on the Second Court Date (as defined in the   Acquisition Agreement) (subject to the Limited Conditionality Provision).
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(k)    The Specified Representations shall be accurate on the Funding Date.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(l)    the Escrow Agreement, dated as of April 29, 2016, among the Parent,   JPMorgan Chase Bank, N.A., as escrow
    


 

6











 

	
 
    	
 
    	
agent   and the Administrative Agent (the “US Escrow Agreement”) shall be   executed and delivered and in full force and effect.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(m)    the Recall Shareholders shall have approved the Scheme at the Scheme Meeting   by the requisite majorities under the Corporations Act (each capitalized term   in this clause (m) and clause (n) below, as defined in the   Acquisition Agreement).
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(n)  The Court shall have approved the Scheme in accordance with   Section 411(4)(b) of the Corporations Act.
    
	
 
    	
 
    	
 
    
	
Conditions   to Release from Escrow:
    	
 
    	
The   release of the Acquisition Bridge Loans from the US Escrow Account will be   conditioned upon satisfaction of, among other things, the following   conditions precedent (the date upon which all such conditions shall be   satisfied, the “Closing Date”) on or before the Expiration Date.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)  The Funding Date Conditions shall have been satisfied.

 
    
	
 
    	
 
    	
(b)    All outstanding indebtedness of the Target and its subsidiaries under the   Existing Target Credit Facility shall have been repaid or provision shall   have been made, in a manner reasonably satisfactory to the Lead Arrangers,   for the payment of such indebtedness promptly after the release of the   Acquisition Bridge Loans from the US Escrow Account.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(c)    The Acquisition Agreement Representations shall have been accurate as of 8AM   (eastern Australia time) on the Second Court Date (as defined in the   Acquisition Agreement) (subject to the Limited Conditionality Provision).
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(d)    The Specified Representations shall be accurate on the Closing Date.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(e) Australian   Dollar Consideration shall have been deposited into the Australian Trust   Account.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(f)    The Acquisition shall have been consummated or will be, subject only to the   payment of the Australian Dollar Consideration from the Australian Trust   Account in accordance with the Acquisition Agreement,
    
				


 

7











 

	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
consummated   in a manner consistent with the terms of the Acquisition Agreement (and   substantially concurrently with (i) the release of the Acquisition   Bridge Loans from the US Escrow Account and (ii) the Target becoming   unconditionally obligated to pay the Australian Dollar Consideration from the   Australian Trust Account in accordance with the Acquisition Agreement); provided   that no amendment, modification or waiver of any term of the Acquisition   Agreement or any condition to the Parent’s obligation to consummate the   Acquisition thereunder or consent granted thereunder shall have been made or   granted, as the case may be, without the prior written consent (which consent   shall not be unreasonably withheld or delayed) of the Arrangers (other than   any such amendment, modification or waiver or consent that is not materially   adverse to any interest of the Arrangers or the Lenders); provided, further,   that without limiting the foregoing, and solely for the avoidance of doubt,   the Scheme shall be in full force and effect, in the form attached as   Annexure 2 to the Acquisition Agreement, and no amendment, modification or   waiver of any term in such form or Scheme shall have been made or granted   without the prior written consent of the Arrangers.
    	
 

	
 
    	
 
    	
 
    	
 

	
VI.
    	
CERTAIN   DOCUMENTATION MATTERS
    	
 

	
 
    	
 
    	
 

	
 
    	
 
    	
Except   as indicated below, the terms of the Bridge Facility Documentation will be   substantially similar to the Existing Credit Agreement and to the existing   documentation related thereto (including having the Parent as a party   thereto), including, without limitation:
    	
 

	
 
    	
 
    	
 
    	
 

	
Representations   and Warranties:
    	
 
    	
Subject   in all respects to the Limited Conditionality Provision, representations and   warranties substantially the same as in the Existing Credit Agreement (with   such changes as may be agreed upon, including updating the financial   statements and no material adverse change representations), including as to   financial statements; absence of undisclosed liabilities; no material adverse   change; corporate existence; compliance with law; anti-corruption laws and   sanctions; corporate power and authority; enforceability of Bridge Facility   Documentation; no conflict with law or contractual obligations; no material   litigation; no default; ownership of property; no burdensome restrictions;   taxes; Federal Reserve regulations; ERISA; Investment Company Act;
    	
 

							


 

8











 

	
 
    	
 
    	
subsidiaries;   environmental matters; solvency and accuracy of disclosure.
    
	
 
    	
 
    	
 
    
	
Affirmative   Covenants:
    	
 
    	
Affirmative   covenants to be substantially the same as in the Existing Credit Agreement   (with such additional changes as may be agreed upon), including delivery of   financial statements, reports, accountants’ letters, projections, officers’   certificates and other information requested by the Lenders; payment of other   obligations; continuation of business and maintenance of existence and   material rights and privileges; compliance with laws, including   anti-corruption laws and sanctions, and material contractual obligations;   maintenance of property and insurance; maintenance of books and records;   right of the Lenders to inspect property and books and records; notices of   defaults, litigation and other material events; compliance with environmental   laws; additional Guarantors and further assurances. Additionally, if the   Acquisition is not consummated by May 2, 2016, the Borrower shall,   within five Business Days, make deposits into the US Escrow Account in an   amount such that after such deposit, the aggregate amount on deposit in the   US Escrow Account (and subject to the US Escrow Agreement) is $850,000,000.
    
	
 
    	
 
    	
 
    
	
Financial   Covenants:
    	
 
    	
Financial   covenants to be substantially the same as in the Existing Credit Agreement as   follows:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
A   maximum Net Total Lease Adjusted Leverage Ratio (as defined in the Existing   Credit Agreement) shall be determined at the end of any fiscal quarter and   shall be, as of the Funding Date and at all times thereafter, 6.50:1.00; provided   that, the Parent may make a one-time request to increase the maximum Net   Total Lease Adjusted Leverage Ratio to 7.00:1.00 for a period of up to two   fiscal quarters commencing with the fiscal quarter during which a Permitted   Acquisition (as defined in the Existing Credit Agreement) in which the   Acquisition Consideration (as defined in the Existing Credit Agreement) is   more than $500,000,000 occurred; provided further that the Applicable   Margin shall be increased by 0.50% during each fiscal quarter in which the   maximum Net Total Lease Adjusted Leverage Ratio is 7.00:1.00.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
A   maximum Net Secured Lease Adjusted Leverage Ratio (as defined in the Existing   Credit Agreement) of 4.0:1.0, determined at the end of any fiscal quarter.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
A   minimum Fixed Charge Coverage Ratio (as defined in the Existing Credit   Agreement) of 1.5:1.0, determined at the end of any fiscal quarter:
    


 

9











 

	
Negative   Covenants:
    	
 
    	
Negative   covenants to be substantially the same as in the Existing Credit Agreement   (with such additional changes as may be agreed upon), including limitations   on indebtedness and contingent obligations; liens (negative pledge clause);   acquisitions; mergers, consolidations, liquidations and dissolutions; sales of   assets; residual assurances; dividends and other Restricted Payments;   investments, loans and advances; optional payments and modifications of   subordinated and other debt instruments; transactions with affiliates;   changes in fiscal year; changes in lines of business; entering into negative   pledge clauses with other parties; and use of proceeds (in compliance with   anti-corruption laws and sanctions). Additionally, the negative covenants   will include limitations on amendments to the US Escrow Agreement and the   Scheme.
    
	
 
    	
 
    	
 
    
	
Events   of Default:
    	
 
    	
Events   of default substantially the same as in the Existing Credit Agreement (with   such changes as may be agreed upon), including nonpayment of principal,   interest, fees or other amounts when due; material inaccuracy of representations   and warranties; violation of covenants (subject, in the case of certain   affirmative covenants, to a grace period); cross-default; bankruptcy events;   certain ERISA events; material judgments; actual or asserted invalidity of   any guarantee; and a change of control as defined in the Existing Credit   Agreement.
    
	
 
    	
 
    	
 
    
	
Voting:
    	
 
    	
Amendments   and waivers with respect to the Bridge Facility Documentation shall require   the approval of Lenders holding not less than 51% of the aggregate amount of   the Bridge Loans (or Bridge Commitments, prior to the Funding Date) (the “Required   Lenders”), except that (a) the consent of each Lender directly   affected thereby shall be required with respect to (i) extensions of the   final maturity of the Bridge Loans, (ii) reductions in the rate of   interest or any fee or extensions of any due date thereof and   (iii) increases in the amount or extensions of the expiry date of any   Lender’s commitment and (b) the consent of 100% of the Lenders shall be   required with respect to (i) modifications to any of the voting   percentages, (ii) modifications to the pro-rata sharing provisions and   (iii) releases of all or substantially all of the Guarantors.
    
	
 
    	
 
    	
 
    
	
Assignments   and Participations:
    	
 
    	
The   Lenders shall be permitted to assign and sell participations in their Bridge   Loans and commitments, subject in the case of assignments to (i) the   consent of the Administrative Agent (other than in the case of assignments of   Bridge Loans to existing Lenders or to an affiliate of a Lender) and (ii) except   when a
    


 

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payment   or bankruptcy event of default has occurred and is continuing, the consent of   the Parent to the extent that such assignment would result in the Initial   Lenders collectively holding less than 50.1% of the aggregate outstanding   principal amount of the Bridge Loans (other than in the case of assignments   to another Lender, to an affiliate of a Lender or to a trust established by a   Lender or an affiliate thereof to hold loan obligations and as to which the   assigning Lender retains voting rights on all issues except those that   require 100% Lender consent (a “CLO Trust”)), in each case not to be   unreasonably withheld; provided that the Parent shall be deemed to   have consented to any assignment to the extent that it has not indicated   otherwise within five business days of notice thereof.  In the case of partial assignments (other   than to another Lender, to an affiliate of a Lender or to a CLO Trust), the   minimum assignment amount shall be $1,000,000 unless otherwise agreed by the   Parent and the Administrative Agent.    The Administrative Agent shall receive a processing and recordation   fee of $3,500 in connection with all assignments.  Participants shall have the same benefits as   the Lenders with respect to yield protection and increased cost provisions   subject to customary limitations.    Voting rights of participants shall be limited to those matters set   forth in clause (a) under “Voting” with respect to which the affirmative   vote of the Lender from which it purchased its participation would be   required.  Pledges of Loans in   accordance with applicable law shall be permitted without restriction.
    
	
 
    	
 
    	
 
    
	
Defaulting   Lenders:
    	
 
    	
The   Credit Documentation shall contain provisions relating to “defaulting”   Lenders (including customary “EU Bail-In” provisions and provisions   permitting the Borrower to replace or terminate any defaulting Lender, to the   suspension of voting rights and rights to receive certain fees, and to   termination or assignment of the commitments of such Lenders).
    
	
 
    	
 
    	
 
    
	
Yield   Protection:
    	
 
    	
The   Bridge Facility Documentation shall contain customary provisions   (substantially the same as in the Existing Credit Agreement, with such   changes as may be agreed upon) (a) protecting the Lenders against   increased costs or loss of yield resulting from changes in reserve, tax,   capital adequacy and other requirements of law (including as a result of the   Dodd-Frank Wall Street Reform and Consumer Protection Act and each of the   principal agreements on capital, liquidity and leverage standards comprising   the Basel III Accord and as published by the Basel Committee on Banking   Supervision) and from the imposition of or changes in withholding or other   taxes and (b) indemnifying the Lenders for “breakage costs” incurred in   connection with, among other things, any prepayment of a Eurocurrency   Loan  (as defined
    


 

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in   Annex I) on a day other than the last day of an interest period with respect   thereto.
    
	
 
    	
 
    	
 
    
	
Expenses   and Indemnification:
    	
 
    	
The   Parent shall pay (a) all reasonable out-of-pocket expenses of the   Administrative Agent and the Arrangers associated with the syndication of the   Bridge Facility and the preparation, execution and delivery of the Bridge   Facility Documentation and any amendment or waiver with respect to the Bridge   Facility Documentation (including the reasonable fees, disbursements and   other charges of counsel) and (b) all out-of-pocket expenses of the   Administrative Agent, the Arrangers and the Lenders (including the reasonable   fees, disbursements and other charges of counsel) in connection with the   enforcement of the Bridge Facility Documentation.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The   Administrative Agent, the Arrangers and the Lenders (and their affiliates and   their respective officers, directors, employees, advisors and agents) will   have no liability for, and will be indemnified and held harmless against, any   loss, liability, cost or expense incurred in respect of the financing   contemplated hereby or the use or the proposed use of proceeds thereof   (except to the extent resulting from the gross negligence or willful   misconduct of the indemnified party as determined by a final and   non-appealable judgment of a court of competent jurisdiction).
    
	
 
    	
 
    	
 
    
	
Governing   Law and Forum:
    	
 
    	
State   of New York.
    
	
 
    	
 
    	
 
    
	
Counsel   to the Administrative Agents and the Arrangers:
    	
 
    	
 

Simpson   Thacher & Bartlett LLP.
    


 

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Annex I

 

	
 
    	
 
    	
Interest and Certain Fees
    
	
 
    	
 
    	
 
    
	
Interest   Rate Options:
    	
 
    	
The   Borrower may elect that the Bridge Loans bear interest at a rate per annum   equal to (x) the ABR plus the Applicable Margin or (y) the   Eurocurrency Rate plus the Applicable Margin;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
As   used herein:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“ABR”   means the highest of (i) the rate of interest publicly announced by   JPMorgan as its prime rate in effect at its principal office in New York City   (the “Prime Rate”), (ii) the federal funds effective rate from   time to time plus 0.5% (provided that the federal funds effective rate   shall never be less than zero) and (iii) the one-month Eurocurrency Rate   plus 1.00%.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“Applicable   Margin” means initially, 2.25% in the case of ABR Loans and 3.25% in the   case of Eurocurrency Loans; provided that the Applicable Margin shall   increase by 0.50% on the date that is 90 days following the Funding Date and   by an additional 0.50% at the end of each 90 day period thereafter:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“Eurocurrency   Rate” means the rate (adjusted for statutory reserve requirements for   eurocurrency liabilities) as administered by the ICE Benchmark   Administration, for deposits in the relevant currency for a period equal to   one, two, three, six or (if acceptable to each Lender), twelve months (as   selected by the Borrower) appearing on the Reuters Screen LIBOR01   Page or LIBOR02 Page (or an interpolated rate if such screen rates   are not available); provided that the Eurocurrency Rate shall never be   less than zero.
    
	
 
    	
 
    	
 
    
	
Interest   Payment Dates:
    	
 
    	
In   the case of Loans bearing interest based upon the ABR (“ABR Loans”),   quarterly in arrears.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In   the case of Loans bearing interest based upon the Eurocurrency Rate (“Eurocurrency   Loans”), on the last day of each relevant interest period and, in the   case of any interest period longer than three months, on each successive date   three months after the first day of such interest period.
    


 











 

	
Duration   Fee:
    	
 
    	
The   Parent will pay to each Lender, calculated based on the outstanding amount of   such Lender’s Bridge Loans, duration fees as follows: (a) 0.25% of the   aggregate principal amount of the Bridge Loans held by such Lender on the   date that is 180 days after the Funding Date and (b) 0.50% of the   aggregate principal amount of the Bridge Loans held by such Lender on the   date that is 270 days after the Funding Date (the “Duration Fee”).
    
	
 
    	
 
    	
 
    
	
Default   Rate:
    	
 
    	
At   any time when the Borrower is in default in the payment of any amount due under   the Bridge Facility, the Bridge Loans shall bear interest at 2% above the   rate otherwise applicable thereto.    Overdue interest, fees and other amounts shall bear interest at 2%   above the rate applicable to ABR Loans.
    
	
 
    	
 
    	
 
    
	
Rate   and Fee Basis:
    	
 
    	
All   per annum rates shall be calculated on the basis of a year of 360 days (or   365/366 days, in the case of ABR Loans the interest rate payable on which is   then based on the Prime Rate) for actual days elapsed.