Exhibit 10.2

 

EXECUTION VERSION

 

SECOND AMENDMENT

 

SECOND AMENDMENT, dated as of June 24, 2016 (the “Amendment”), to the Credit Agreement, dated as of June 27, 2011, as amended and restated as of July 2, 2015 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among IRON MOUNTAIN INCORPORATED, a Delaware corporation (the “Parent”), IRON MOUNTAIN INFORMATION MANAGEMENT, LLC, a Delaware limited liability company (the “Company”), each of the other Borrowers party thereto, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement as Lenders (the “Lenders”), JPMORGAN CHASE BANK, TORONTO BRANCH, as Canadian Administrative Agent (in such capacity, the “Canadian Administrative Agent”) and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and the other parties thereto.

 

W I T N E S S E T H:

 

WHEREAS, the Company has informed the Administrative Agent and the Lenders that it intends to enter into a credit agreement (the “Australian Credit Agreement”) pursuant to which the lenders thereunder (the “Australian Lenders”) will make a term loan (the “Australian Term Loan”) in the principal amount of up to A$250,000,000 to Iron Mountain Australia Group Pty Ltd (the “Australian Borrower”) which will be guaranteed by the Parent on an unsecured basis;

 

WHEREAS, the Australian Term Loan will be secured by a perfected security interest in certain assets of the Australian Borrower and its subsidiaries (the “Australian Collateral”);

 

WHEREAS, in connection with the Australian Term Loan, the Company has requested that the Majority Lenders authorize the Administrative Agent to enter into a collateral allocation agreement (the “CAM Agreement”) with the agent for the Australian Lenders (the “Australian Agent”);

 

WHEREAS, the Majority Lenders are willing to agree to the requested authorization and the Majority Lenders and the Company are otherwise willing to amend the Credit Agreement in the manner provided for herein, subject to the terms and conditions set forth herein;

 

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

 

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

 

2.                                      Amendments to Credit Agreement.

 

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

 

“Australian Borrower” shall have the meaning assigned to such term in the Second Amendment.

 

“Australian Credit Agreement” shall have the meaning assigned to such term in the Second Amendment.

 

“CAM Percentage” shall have the meaning assigned to such term in the Second Amendment.

 











 

“NYFRB” shall mean the Federal Reserve Bank of New York.

 

“NYFRB Rate” shall mean, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or, for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a Federal fund broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.”

 

“Overnight Bank Funding Rate” shall mean, for any day, the rate comprised of both overnight federal funds and overnight Eurocurrency borrowings by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to public such composite rate).

 

“Second Amendment” shall mean the Second Amendment to this Agreement, dated as of June 24, 2016, between the Parent, the Company, the Administrative Agent, the Canadian Administrative Agent and the Lenders party thereto.

 

(b)                                 Section 1.01 of the Credit Agreement is further amended by amending and restating the definition of “Alternate Base Rate” as follows:

 

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus 1⁄2 of 1% and (c) the one-month Eurocurrency Rate plus 1.00%.  Any change in the Alternate Base due to a change in the Prime Rate, the NYFRB Rate or the Eurocurrency Rate shall be effective from and including the effective date of such change in the Prime Rate, NYFRB Rate or the Eurocurrency Rate, respectively.”

 

(c)                                  Section 1.01 of the Credit Agreement is further amended by amending and restating the definition of “Federal Funds Effective Rate” as follows:

 

“Federal Funds Effective Rate” shall mean, for any day, the rate calculation by the NYFRB based on such day’s federal funds transactions by depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate.

 

(d)                                 Section 10 of the Credit Agreement is amended by adding new Section 10.03 to the end thereof as follows:

 

10.03  Australian Credit Agreement. Upon and following the occurrence of an Event of Default under Section 10.01(6) or 10.01(7) of the Credit Agreement, or an acceleration of the Loans and/or termination of the Commitments under Section 10 of the Credit Agreement, (i) the Borrowers (other than the Canadian Borrowers) agree that to the extent that the Australian Borrower makes any payment under the Australian Credit Agreement in respect of principal, interest or fees, the Borrowers will make ratable payments (in accordance with the CAM Percentage) of principal, interest and fees under the Credit Agreement (other than in respect of the Secured Obligations under and as defined in the Canadian Borrower Pledge Agreement), provided

 











 

that no Borrower will be obligated to make any payment in excess of the unpaid principal, interest and fees owed by it (whether as borrower or guarantor) under the Credit Agreement; (ii) the Borrowers agree that the Loans and Commitments hereunder shall be deemed accelerated hereunder in the event that the Loans under the Australian Credit Agreement are accelerated; and (iii) the Parent, the Company and each other US$ Borrower shall ensure that the terms of the Australian Credit Agreement shall provide that the Australian Credit Agreement shall be accelerated in the event of an Event of Default under Section 10.01(6) or 10.01(7) of the Credit Agreement, or an acceleration of the Loans and/or termination of the Commitments  under Section 10 of the Credit Agreement.

 

3.                                      Authorization to Enter Into CAM Agreement.  The Lenders hereby authorize the Administrative Agent to enter into the CAM Agreement pursuant to which, among other things, upon and following the occurrence of an Event of Default under Section 10.01(6) or 10.01(7) of the Credit Agreement, or an acceleration of the Loans and/or termination of the Commitments  under Section 10 of the Credit Agreement (or the occurrence of equivalent events under the Australian Credit Agreement) (a “CAM Trigger Event”), (i) the Australian Term Loan will be redenominated into Dollars on terms to be set forth in the CAM Agreement, (ii) the Administrative Agent, the Multi-Currency Payment Agent and the Australian Agent will distribute all future payments of principal, interest or fees under the Credit Agreement (other than in respect of the Secured Obligations under and as defined in the Canadian Borrower Pledge Agreement) and the Australian Credit Agreement to the Lenders (other than the Canadian Lenders) and the Australian Lenders on a ratable basis in accordance with their CAM Percentages (as defined below) and (iii) in the event that the Borrowers (other than the Canadian Borrowers) and the Australian Borrower make any subsequent payments of principal, interest and fees under the Credit Agreement (other than in respect of the Secured Obligations under and as defined in the Canadian Borrower Pledge Agreement)  and the Australian Credit Agreement other than on a ratable basis as between the relevant obligations under Credit Agreement  and the Australian Credit Agreement, such payments, as between the lenders under the Credit Agreement and the Australian Credit Agreement, will be shared on a ratable basis in a manner to be agreed. Following the occurrence of a CAM Trigger Event, if the event or events (or the resulting defaults) giving rise to the CAM Trigger Event under the Credit Agreement or the Australian Credit Agreement, as the case may be, are waived or amended by the applicable lenders under the Credit Agreement or the Australian Credit Agreement, as the case may be, then the CAM Trigger Event shall cease to be in effect and the CAM Agreement shall terminate.  The Administrative Agent and the Australian Agent shall agree to cooperate in the diligent exercise of remedies following a CAM Trigger Event to realize upon the collateral for, or to otherwise collect, the relevant obligations.    As used herein, “CAM Percentage” will mean the percentage of the relevant obligations under the Credit Agreement (other than in respect of obligations of the Canadian Borrowers) and/or the Australian Credit Agreement (taken together) then held by the applicable lender under the Credit Agreement or the Australian Credit Agreement, as applicable.  In addition, the Majority Lenders authorize the Administrative Agent to agree to such additional and ancillary provisions in the CAM Agreement as the Administrative Agent deems appropriate in connection with the foregoing (it being understood that that approval of such provisions shall be deemed given if the CAM Agreement is made available to the Lenders for a period of five Business Days and is not objected to in writing by the Majority Lenders).  Nothing in this Section 3, any provision of the Credit Agreement as amended by this Amendment or the CAM Agreement is intended to obligate any Excluded Subsidiary to pay, or otherwise Guarantee, the Obligations of the Parent or any Subsidiary thereof organized under the laws of the United States, any State thereof or the District of Columbia under the Basic Documents or the Australian Credit Agreement.

 

4.                                      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.

 

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

 

(a)                                 Amendment.  The Administrative Agent shall have received this Amendment executed and delivered by the Administrative Agent, the Canadian Administrative Agent, the Parent, the Company  and Lenders party to the Credit Agreement constituting the “Majority Lenders”.

 

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

 

6.                                      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.

 

7.                                      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.

 

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

 

9.                                      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.

 

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

 











 

11.                               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.

 

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

 











 

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

 

	
 
    	
IRON   MOUNTAIN INFORMATION 
    
	
 
    	
MANAGEMENT,   LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   John P. Lawrence
    
	
 
    	
 
    	
Name:
    	
John   P. Lawrence
    
	
 
    	
 
    	
Title:
    	
Senior   Vice President and Treasurer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN INCORPORATED
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   John P. Lawrence
    
	
 
    	
 
    	
Name:
    	
John   P. Lawrence
    
	
 
    	
 
    	
Title:
    	
Senior   Vice President
    


 

[Signature Page to Second Amendment]

 











 

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


 

[Signature Page to Second Amendment]

 











 

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


 

[Signature Page to Second Amendment]

 












 

	
 
    	
Bank   of America, NA
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Luanne T. Smith
    
	
 
    	
 
    	
Name:
    	
Luanne   T. Smith
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 

[Signature Page to Second Amendment]

 











 

	
 
    	
BANK   OF AMERICA, N.A., CANADA RRANCH
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Medina Sales de Andrade
    
	
 
    	
 
    	
Name:
    	
Medina   Sales de Andrade
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 

[Signature Page to Second Amendment]

 











 

	
 
    	
MERRILL   LYNCH, PIERCE, FENNER & SMITH 
    
	
 
    	
INCORPORATED
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Mark D. Monte
    
	
 
    	
 
    	
Name:
    	
Mark   D. Monte
    
	
 
    	
 
    	
Title:
    	
Managing   Director
    


 

[Signature Page to Second Amendment]

 











 

	
 
    	
Citizens   Bank, N.A.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Cheryl Carangelo
    
	
 
    	
 
    	
Name:
    	
Cheryl   Carangelo
    
	
 
    	
 
    	
Title:
    	
Managing   Director
    


 

[Signature Page to Second Amendment]

 











 

	
 
    	
Credit   Agricole Corporate and Investment Bank
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Gordon Yip
    
	
 
    	
 
    	
Name:
    	
Gordon   Yip
    
	
 
    	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jeff Ferrell
    
	
 
    	
 
    	
Name:
    	
Jeff   Ferrell
    
	
 
    	
 
    	
Title:
    	
Managing   Director
    


 

[Signature Page to Second Amendment]

 











 

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


 

[Signature Page to Second Amendment]

 











 

	
 
    	
GOLDMAN   SACHS BANK USA
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Rebecca Kratz
    
	
 
    	
 
    	
Name:
    	
Rebecca   Kratz
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    


 

[Signature Page to Second Amendment]

 












 

	
 
    	
Morgan   Stanley Bank, N.A.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Emanuel Ma
    
	
 
    	
 
    	
Name:
    	
Emanuel   Ma
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    


 

[Signature Page to Second Amendment]

 











 

	
Signed   for HSBC Bank Australia Limited
   (ABN 48 006 434 162) by its attorney under
   power of attorney in the presence of:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/   Diana Jancevska
    	
 
    	
/s/   Alistair Paice
    
	
Witness   Signature
    	
 
    	
Attorney   Signature
    
	
 
    	
 
    	
 
    
	
Diana   Jancevska
    	
 
    	
Alistair   Paice
    
	
Print   Name
    	
 
    	
Print   Name
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Date   of Power of Attorney: 10/2/2012
    


 

RESTRICTED - [Signature Page to Second Amendment]

 











 

	
 
    	
HSBC   Bank plc
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Clare Walker
    
	
 
    	
 
    	
Name:
    	
Clare   Walker
    
	
 
    	
 
    	
Title:
    	
Relationship   Director
    


 

[Signature Page to Second Amendment]

 











 

	
 
    	
HSBC   Bank USA, National Association
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Zhiyan Zeng
    
	
 
    	
 
    	
Name:
    	
Zhiyan   Zeng
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 

[Signature Page to Second Amendment]

 











 

	
 
    	
Barclays   Bank PLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Sean Duggan
    
	
 
    	
 
    	
Name:
    	
Sean   Duggan
    
	
 
    	
 
    	
Title:
    	
Assistant   Vice President
    


 

[Signature Page to Second Amendment]

 











 

	
 
    	
THE   BANK OF NOVA SCOTIA
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Mauricio Saishio
    
	
 
    	
 
    	
Name:
    	
Mauricio   Saishio
    
	
 
    	
 
    	
Title:
    	
Director
    


 

[Signature Page to Second Amendment]

 











 

	
 
    	
Scotiabank   Europe plc
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Matt Tuskin
    
	
 
    	
 
    	
Name:
    	
Matt   Tuskin
    
	
 
    	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Mark Lee
    
	
 
    	
 
    	
Name:
    	
Mark   Lee
    
	
 
    	
 
    	
Title:
    	
MD &   Head of Diversified Industries,
    
	
 
    	
 
    	
 
    	
Europe
    


 

[Signature Page to Second Amendment]

 












 

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


 

[Signature Page to Second Amendment]

 











 

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


 

[Signature Page to Second Amendment]

 











 

	
 
    	
CANADIAN   LENDERS
    
	
 
    	
 
    
	
 
    	
PNC   BANK CANADA BRANCH
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Caroline Stade
    
	
 
    	
 
    	
Name:
    	
Caroline   Stade
    
	
 
    	
 
    	
Title:
    	
Senior   Vice President
    
	
 
    	
 
    	
 
    	
PNC   Bank Canada Branch
    


 











 

	
 
    	
SUNTRUST   BANK
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jason Crowley
    
	
 
    	
 
    	
Name:
    	
Jason   Crowley
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 

[Signature Page to Second Amendment]

 











 

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


 

[Signature Page to Second Amendment]

 











 

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


 

[Signature Page to Second Amendment]

 












 

	
 
    	
PEOPLE’S   UNITED BANK, NATIONAL
   ASSOCIATION
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Amy LeBlanc Hackett
    
	
 
    	
 
    	
Name:
    	
Amy   LeBlanc Hackett
    
	
 
    	
 
    	
Title:
    	
Senior   Vice President
    


 

[Signature Page to Second Amendment]

 











 

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


 

[Signature Page to Second Amendment]

 











 

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


 

[Signature Page to Second Amendment]

 











 

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


 

[Signature Page to Second Amendment]

 











 

EXHIBIT A

 

ACKNOWLEDGMENT AND CONFIRMATION

 

ACKNOWLEDGMENT AND CONFIRMATION, dated as of June 24, 2016 (this “Acknowledgment and Confirmation”) made by each of the signatories hereto.

 

1.                                      Reference is made to the Second Amendment, dated as of June 24, 2016 (the “Amendment”), to the Credit Agreement, dated as of June 27, 2011, as amended and restated as of July 2, 2015 (as further amended, restated supplemented or otherwise modified from time to time, the “Credit Agreement”), among IRON MOUNTAIN INCORPORATED, a Delaware corporation (the “Parent”), IRON MOUNTAIN INFORMATION MANAGEMENT, LLC, a Delaware limited liability company (the “Company”), each of the other Borrowers party thereto, JPMORGAN CHASE BANK, TORONTO BRANCH, as Canadian Administrative Agent and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and the other parties thereto. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Credit Agreement.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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


 

[Signature Page to Acknowledgement and Confirmation]

 











 

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


 

[Signature Page to Acknowledgement and Confirmation]

 











 

	
 
    	
IRON   MOUNTAIN AUSTRIA ARCHIVIERUNG
   GMBH
    
	
 
    	
 
    
	
 
    	
By
    	
 
    
	
 
    	
Name:   Robert Nedeljkovic
    
	
 
    	
Title:   Managing Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN INTERNATIONAL HOLDINGS
   BV
    
	
 
    	
 
    
	
 
    	
By
    	
 
    
	
 
    	
Name:   Marc Duale
    
	
 
    	
Title:   Director A
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN LUXEMBOURG SERVICES
    
	
 
    	
S.À   R.L., LUXEMBOURG, SCHAFFHAUSEN
   BRANCH
    
	
 
    	
 
    
	
 
    	
By
    	
 
    
	
 
    	
Name:   Christopher LaRochelle
    
	
 
    	
Title:   Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN HOLDINGS (FRANCE) SNC
    
	
 
    	
 
    
	
 
    	
By
    	
 
    
	
 
    	
Name:   Marc Duale
    
	
 
    	
Title:   Representative
    
	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN FRANCE SAS
    
	
 
    	
 
    
	
 
    	
By
    	
 
    
	
 
    	
Name:   Edward Hladky
    
	
 
    	
Title:   President
    
	
 
    	
 
    
	
 
    	
IRON   MOUNTAIN PARTICIPATIONS SA
    
	
 
    	
 
    
	
 
    	
By
    	
 
    
	
 
    	
Name:   Patrick Keddy
    
	
 
    	
Title:   The Chairman
    


 

[Signature Page to Acknowledgement and Confirmation]