Exhibit 10.1

 

FOURTH AMENDMENT

 

AMENDMENT, dated as of June 19, 2014 (the “Amendment”), to the Credit Agreement, dated as of June 27, 2011 (as amended, 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 (f/k/a Iron Mountain Information Management, Inc.), 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 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 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)                            The definition of “Pounds Sterling” in Section 1.01 of the Credit Agreement is amended by inserting “and ‘£’” after “Pounds Sterling”.

 

(b)                            The definition of “IME” in Section 1.01 of the Credit Agreement is amended by inserting the following sentence as the last sentence thereof: “The term ‘IME’ shall include any public limited company (plc) into which Iron Mountain Europe Limited is converted.”

 

(c)                             Section 9.08(v) of the Credit Agreement is amended by deleting “$600,000,000” at the end of clause (B) and replacing it with: “£400,000,000”.

 

(d)                            The second clause (v) of Section 9.08 shall be renumbered clause (vi) and the remaining clause shall be renumbered clause (vii).

 

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 Parent, the Company, each of the other Borrowers, and the Lenders party to the Credit Agreement constituting the “Majority Lenders” thereunder (or, in the case of any Lender, a lender addendum or joinder agreement in a form specified by the Administrative Agent).

 

(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, the Canadian Borrower 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 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 Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by 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 INCORPORATED
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ J.P. Lawrence
    
	
 
    	
 
    	
Name: J.P. Lawrence
    
	
 
    	
 
    	
Title: Senior Vice   President and Treasurer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IRON MOUNTAIN INFORMATION
    
	
 
    	
MANAGEMENT, LLC (f/k/a   Iron Mountain Information Management, Inc.)
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ J.P. Lawrence
    
	
 
    	
 
    	
Name: J.P. Lawrence
    
	
 
    	
 
    	
Title: Senior Vice   President and Treasurer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IRON MOUNTAIN FULFILLMENT   SERVICES, INC.
   IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC.
    
	
 
    	
IRON MOUNTAIN GLOBAL   HOLDINGS, INC.
   (f/k/a Iron Mountain Global Holdings, LLC)
    
	
 
    	
IRON MOUNTAIN GLOBAL, LLC
    
	
 
    	
IRON MOUNTAIN US   HOLDINGS, INC.
    
	
 
    	
IRON MOUNTAIN SECURE   SHREDDING, INC. IRON MOUNTAIN HOLDINGS GROUP, INC.
    
	
 
    	
IRON MOUNTAIN INFORMATION   MANAGEMENT SERVICES, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ J.P. Lawrence
    
	
 
    	
 
    	
Name: J.P. Lawrence
    
	
 
    	
 
    	
Title: Senior Vice   President and Treasurer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IRON MOUNTAIN CANADA   OPERATIONS ULC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ J.P. Lawrence
    
	
 
    	
 
    	
Name: J.P. Lawrence
    
	
 
    	
 
    	
Title: Senior Vice   President and Treasure
    


 











 

	
 
    	
IRON MOUNTAIN SWITZERLAND   GMBH
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Christopher LaRochelle
    
	
 
    	
 
    	
Name:   Christopher LaRochelle
    
	
 
    	
 
    	
Title:   Managing Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IRON MOUNTAIN EUROPE   LIMITED
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Roderick Day
    
	
 
    	
 
    	
Name:   Roderick Day
    
	
 
    	
 
    	
Title:   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IRON MOUNTAIN AUSTRALIA   PTY LTD.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Ernest W. Cloutier
    
	
 
    	
 
    	
Name:   Ernest W. Cloutier
    
	
 
    	
 
    	
Title:   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IRON MOUNTAIN DO BRASIL   LTDA.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Luiz Alves
    
	
 
    	
 
    	
Name: Luiz Alves
    
	
 
    	
 
    	
Title: President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Wilson Fernandes
    
	
 
    	
 
    	
Name: Wilson Fernandes
    
	
 
    	
 
    	
Title: Chief Finance   Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IRON MOUNTAIN HOLDINGS   (EUROPE) LIMITED
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Roderick Day
    
	
 
    	
 
    	
Name:   Roderick Day
    
	
 
    	
 
    	
Title:   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IRON MOUNTAIN (UK) LIMITED
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Patrick Keddy
    
	
 
    	
 
    	
Name:   Patrick Keddy
    
	
 
    	
 
    	
Title:   Director
    


 











 

	
 
    	
IRON MOUNTAIN LUXEMBOURG   SERVICES S.A.R.L., LUXEMBOURG, SCHAFFHAUSEN BRANCH
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Christopher LaRochelle
    
	
 
    	
 
    	
Name:   Christopher LaRochelle
    
	
 
    	
 
    	
Title:   Authorized Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IRON MOUNTAIN SECURE   SHREDDING CANADA, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ J.P. Lawrence
    
	
 
    	
 
    	
Name:   J.P. Lawrence
    
	
 
    	
 
    	
Title:   Senior Vice President and Treasurer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IRON MOUNTAIN INFORMATION   MANAGEMENT SERVICES CANADA, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   J.P. Lawrence
    
	
 
    	
 
    	
Name:   J.P. Lawrence
    
	
 
    	
 
    	
Title:   Senior Vice President and Treasurer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IRON MOUNTAIN   INTERNATIONAL HOLDINGS B.V.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Roderick Day
    
	
 
    	
 
    	
Name: Roderick Day
    
	
 
    	
 
    	
Title: Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Marc Duale
    
	
 
    	
 
    	
Name:   Marc Duale
    
	
 
    	
 
    	
Title:   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ TMF Management B.V.
    
	
 
    	
 
    	
Name:   TMF Management B.V.
    
	
 
    	
 
    	
Title:   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
/s/ R.M. Forterie
    
	
 
    	
 
    	
R.M.   Forterie
    
	
 
    	
 
    	
Proxy   Holder A
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
/s/ J.T. van Der Linden
    
	
 
    	
 
    	
J.T.   van Der Linden
    
	
 
    	
 
    	
Proxy   Holder B
    


 











 

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


 











 

	
 
    	
JPMORGAN CHASE BANK, N.A.   TORONTO BRANCH, as Canadian Administrative Agent, Lender, Swingline Lender   and Issuing Bank
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Gene R. Riego de Dios
    
	
 
    	
 
    	
Name:   Gene R. Riego de Dios
    
	
 
    	
 
    	
Title:   Vice President
    


 









 

	
 
    	
Signature   page to the Fourth Amendment to the
    
	
 
    	
IRON   MOUNTAIN INFORMATION MANAGEMENT, LLC
    
	
 
    	
Credit   Agreement
    
	
 
    	
 
    
	
 
    	
Bank of America, N.A.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   John F. Lynch
    
	
 
    	
 
    	
Name:   John F. Lynch
    
	
 
    	
 
    	
Title:   S.V.P.
    


 











 

	
 
    	
Signature   page to the Fourth Amendment to the
    
	
 
    	
IRON   MOUNTAIN INFORMATION MANAGEMENT, LLC
    
	
 
    	
Credit   Agreement
    
	
 
    	
 
    
	
 
    	
Bank   of America, N.A. (Canada branch)
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Medina Sales de Andrade
    
	
 
    	
 
    	
Name:   Medina Sales de Andrade
    
	
 
    	
 
    	
Title:   Vice President
    


 











 

	
 
    	
Signature   page to the Fourth Amendment to the
    
	
 
    	
IRON   MOUNTAIN INFORMATION MANAGEMENT, LLC
    
	
 
    	
Credit   Agreement
    
	
 
    	
 
    
	
 
    	
RBS   Citizens, N.A.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Cheryl Carangelo
    
	
 
    	
 
    	
Name:   Cheryl Carangelo
    
	
 
    	
 
    	
Title:   Senior Vice President
    


 











 

	
 
    	
Signature   page to the Fourth Amendment to the
    
	
 
    	
IRON   MOUNTAIN INFORMATION MANAGEMENT, LLC
    
	
 
    	
Credit   Agreement
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
CREDIT   AGRICOLE CORPORATE AND INVESTMENT BANK
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Pamela Donnelly
    
	
 
    	
 
    	
Name:   Pamela Donnelly
    
	
 
    	
 
    	
Title:   Managing Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Gordon Yip
    
	
 
    	
 
    	
Name:   Gordon Yip
    
	
 
    	
 
    	
Title:   Director
    


 











 

	
 
    	
Signature   page to the Fourth Amendment to the
    
	
 
    	
IRON   MOUNTAIN INFORMATION MANAGEMENT, LLC
    
	
 
    	
Credit   Agreement
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
BARCLAYS   BANK PLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Irina Dimova
    
	
 
    	
 
    	
Name:   Irina Dimova
    
	
 
    	
 
    	
Title:   Vice President
    


 











 

	
 
    	
Signature   page to the Fourth Amendment to the
    
	
 
    	
IRON   MOUNTAIN INFORMATION MANAGEMENT, LLC
    
	
 
    	
Credit   Agreement
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Wells   Fargo Bank, N.A.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Thomas Molitor
    
	
 
    	
 
    	
Name:   Thomas Molitor
    
	
 
    	
 
    	
Title:   Managing Director
    


 











 

	
 
    	
Signature   page to the Fourth Amendment to the
    
	
 
    	
IRON   MOUNTAIN INFORMATION MANAGEMENT, LLC
    
	
 
    	
Credit   Agreement
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
THE   BANK OF NOVA SCOTIA
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Michelle C. Phillips
    
	
 
    	
 
    	
Name:   Michelle C. Phillips
    
	
 
    	
 
    	
Title:   Director & Execution Head
    


 











 

	
 
    	
Signature   page to the Fourth Amendment to the
    
	
 
    	
IRON   MOUNTAIN INFORMATION MANAGEMENT, LLC
    
	
 
    	
Credit   Agreement
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Morgan   Stanley Bank, N.A.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Nick Zangari
    
	
 
    	
 
    	
Name:   Nick Zangari
    
	
 
    	
 
    	
Title:   Authorized Signatory
    


 









 

Signature page to the Fourth Amendment to the

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

Credit Agreement

 

 

	
 
    	
T.D.   BANK, N.A.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Alan Garson
    
	
 
    	
 
    	
Name:   Alan Garson
    
	
 
    	
 
    	
Title:   Senior Vice President
    


 











 

Signature page to the Fourth Amendment to the

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

Credit Agreement

 

 

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


 











 

Signature page to the Fourth Amendment to the

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

Credit Agreement

 

	
 
    	
PNC   BANK CANADA BRANCH
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Caroline Stade
    
	
 
    	
 
    	
Name:   Caroline Stade
    
	
 
    	
 
    	
Title:   Senior Vice President
    


 











 

Signature page to the Fourth Amendment to the

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

Credit Agreement

 

 

	
 
    	
The   Bank of Tokyo-Mitsubishi UFJ, Ltd.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Raveet Mumick
    
	
 
    	
 
    	
Name:   Raveet Mumick
    
	
 
    	
 
    	
Title:   Director
    


 











 

Signature page to the Fourth Amendment to the

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

Credit Agreement

 

 

	
 
    	
HSBC   Bank PLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ian Sparkes
    
	
 
    	
 
    	
Name:   Ian Sparkes
    
	
 
    	
 
    	
Title:   Senior Corporate Banking Manager
    


 











 

Signature page to the Fourth Amendment to the

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

Credit Agreement

 

 

	
 
    	
Sumitomo   Mitsui Banking Corporation
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   David W. Kee
    
	
 
    	
 
    	
Name:   David W. Kee
    
	
 
    	
 
    	
Title:   Managing Director
    


 











 

Signature page to the Fourth Amendment to the

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

Credit Agreement

 

 

	
 
    	
ROYAL   BANK OF CANADA
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Brian Gross
    
	
 
    	
 
    	
Name:   Brian Gross
    
	
 
    	
 
    	
Title:   Authorized Signatory
    


 











 

Signature page to the Fourth Amendment to the

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC

Credit Agreement

 

 

	
 
    	
The   Huntington National Bank
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jared Shaner
    
	
 
    	
 
    	
Name:   Jared Shaner
    
	
 
    	
 
    	
Title:   Assistant Vice President
    


 









 

	
 
    	
Signature   page to the Fourth Amendment to the
    
	
 
    	
IRON   MOUNTAIN INFORMATION MANAGEMENT, LLC
    
	
 
    	
Credit   Agreement
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
People’s   United Bank
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Yvette D. Hawkins
    
	
 
    	
 
    	
Name:   Yvette D. Hawkins
    
	
 
    	
 
    	
Title:   Vice President
    


 











 

	
 
    	
Signature   page to the Fourth Amendment to the
    
	
 
    	
IRON   MOUNTAIN INFORMATION MANAGEMENT, LLC
    
	
 
    	
Credit   Agreement
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
WEBSTER   BANK, N.A.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Raymond C. Hoefling
    
	
 
    	
 
    	
Name:   Raymond C. Hoefling
    
	
 
    	
 
    	
Title:   Senior Vice President
    


 











 

	
 
    	
Signature   page to the Fourth Amendment to the
    
	
 
    	
IRON   MOUNTAIN INFORMATION MANAGEMENT, LLC
    
	
 
    	
Credit   Agreement
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
GOLDMAN   SACHS BANK USA
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Michelle Latzoni
    
	
 
    	
 
    	
Name:   Michelle Latzoni
    
	
 
    	
 
    	
Title:   Authorized Signatory
    


 











 

EXHIBIT A

 

ACKNOWLEDGMENT AND CONFIRMATION

 

ACKNOWLEDGMENT AND CONFIRMATION, dated as of June 19, 2014 (this “Acknowledgment and Confirmation”) made by each of the signatories hereto.

 

1.                                      Reference is made to the Fourth Amendment, dated as of June 19, 2014 (the “Amendment”), to the Credit Agreement, dated as of June 27, 2011 (as amended, 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 (f/k/a Iron Mountain Information Management, Inc.), 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.

 

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.

 

[rest of page intentionally left blank]

 











 

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 (f/k/a   Iron Mountain Information Management, Inc.; successor by merger to Iron   Mountain Statutory Trust-1998, Iron Mountain Statutory   Trust-1999, Iron Mountain Statutory Trust-2001,
    
	
 
    	
Treeline Services   Corporation and Mountain Real Estate Assets, Inc.)
    
	
 
    	
IRON MOUNTAIN FULFILLMENT   SERVICES, INC. IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC.
    
	
 
    	
IRON MOUNTAIN GLOBAL   HOLDINGS, INC. (f/k/a Iron Mountain Global Holdings, LLC)
    
	
 
    	
IRON MOUNTAIN GLOBAL, LLC
    
	
 
    	
MOUNTAIN RESERVE   III, INC.
    
	
 
    	
NETTLEBED ACQUISITION   CORP.
    
	
 
    	
IRON MOUNTAIN US   HOLDINGS, INC.
    
	
 
    	
IRON MOUNTAIN SECURE   SHREDDING, INC. IRON MOUNTAIN HOLDINGS GROUP, INC.
    
	
 
    	
IRON MOUNTAIN INFORMATION   MANAGEMENT SERVICES, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name: J.P. Lawrence 
    
	
 
    	
 
    	
Title: Senior Vice   President and Treasurer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IRON MOUNTAIN CANADA   OPERATIONS ULC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By
    	
 
    
	
 
    	
 
    	
Name: J.P. Lawrence
    
	
 
    	
 
    	
Title: Senior Vice   President and Treasurer