Iron Mountain Information Management, LLC Unsecured Bridge Facility Commitment Letter

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.

[Signature page to IRM Commitment Letter]

[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

[Signature page to IRM Commitment Letter]

[Signature page to IRM Commitment Letter]

[Signature page to IRM Commitment Letter]

Schedule I

BRIDGE COMMITMENTS

TITLES/ROLES

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)

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Annex I