IRON MOUNTAIN INC (Form: 8-K12B, Received: 01/21/2015 07:00:46)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 20, 2015

IRON MOUNTAIN INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-13045		23-2588479
(Commission File Number)		(IRS Employer Identification No.)

One Federal Street, Boston, Massachusetts		02110
(Address of Principal Executive Offices)		(Zip Code)

(617) 535-4766

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note:

As further described below, as part of the plan to reorganize the business operations of Iron Mountain Incorporated, a Delaware corporation, or the Predecessor Registrant, so that it can elect to qualify as a real estate investment trust, or REIT, for federal income tax purposes, the Predecessor Registrant merged with and into its wholly owned subsidiary Iron Mountain REIT, Inc., a Delaware corporation, or the Company, on January 20, 2015, pursuant to an Agreement and Plan of Merger, dated as of November 12, 2014, or the Merger Agreement, with the Company as the surviving corporation, or the Merger. At 11:59 p.m., Eastern Time, on January 20, 2015, the effective time of the Merger, or the Effective Time, the Company was renamed “Iron Mountain Incorporated” and commenced, directly or indirectly, conducting all of the business conducted by the Predecessor Registrant immediately prior to the Merger.

This Current Report on Form 8-K is being filed for the purpose of establishing the Company as the successor issuer to the Predecessor Registrant pursuant to Rule 12g-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and to disclose events required to be disclosed on Form 8-K with respect to the Predecessor Registrant prior to the Effective Time and the Company as of the Effective Time. Pursuant to Rule 12g-3(a) under the Exchange Act, the shares of Company Common Stock (as defined below), as successor issuer, are deemed registered under Section 12(b) of the Exchange Act.

Item 1.01 Entry into a Material Definitive Agreement.

Assumption and Affirmation Agreement Relating to Credit Agreement

On January 20, 2015, in connection with the Merger, the Company, the Predecessor Registrant and several subsidiaries of the Company entered into an Assumption and Affirmation Agreement, or the Assumption Agreement, with JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, and the other lenders party thereto with respect to the Predecessor Registrant’s Credit Agreement, or the Credit Agreement. Pursuant to the Assumption Agreement, as of the Effective Time, the Company assumed all of the obligations of the Predecessor Registrant under the Credit Agreement and all related loan documents and other agreements.

The foregoing description of the Assumption Agreement is qualified in its entirety by reference to the Assumption Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated into this Item 1.01 by reference.

Supplemental Indentures

On January 20, 2015, in connection with the Merger, the Company, the Predecessor Registrant, certain subsidiaries and the applicable trustees entered into the following supplemental indentures, or the Supplemental Indentures:

· Ninth Supplemental Indenture to Senior Subordinated Indenture, dated as of December 30, 2002, among the Company, the Predecessor Registrant and The Bank of New York Trust Company, N.A, as trustee;

· Third Supplemental Indenture to Senior Subordinated Indenture, dated as of September 23, 2011, among the Company, the Predecessor Registrant and The Bank of New York Trust Company, N.A., as trustee;

· Second Supplemental Indenture to Senior Subordinated Indenture, dated as of August 13, 2013, among the Company, the Predecessor Registrant and Wells Fargo Bank, National Association, as trustee;

· Second Supplemental Indenture to Senior Subordinated Indenture, dated as of August 13, 2013, among the Company, the Predecessor Registrant, Iron Mountain Canada Operations ULC and Wells Fargo Bank, National Association, as trustee; and

· First Supplemental Indenture to Senior Subordinated Indenture, dated as of September 18, 2014, among the Company, the Predecessor Registrant, Iron Mountain Europe PLC, Wells Fargo Bank, National Association, as trustee, and Société Générale Bank & Trust, as Paying Agent, Registrar and Transfer Agent.

Pursuant to the Supplemental Indentures, as of the Effective Time, the Company assumed all of the obligations of the Predecessor Registrant under the respective indentures and related notes.

The foregoing description of the Supplemental Indentures is qualified in its entirety by reference to the Supplemental Indentures, copies of which are attached hereto as Exhibits 4.3, 4.4, 4.5, 4.6 and 4.7 and incorporated into this Item 1.01 by reference.

Item 1.02 Termination of a Material Definitive Agreement.

On January 20, 2015, the Predecessor Registrant terminated its REIT Status Protection Rights Agreement, dated as of December 9, 2013, between the Predecessor Registrant and Computershare Inc., as rights agent, as amended, or the Rights Agreement. As previously disclosed, the Rights Agreement provided for a dividend of one preferred stock purchase right, or a Right, for each share of the Predecessor Registrant’s common stock, par value $0.01 per share, or the Predecessor Registrant Common Stock, that was outstanding on December 20, 2013 and that became outstanding thereafter. Each Right entitled the holder to purchase from the Predecessor Registrant one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share, for a purchase price of $114.00, subject to adjustment as provided in the Rights Agreement. The Rights Agreement was terminated in connection with the closing of the Merger.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Pursuant to the Merger Agreement, as of the Effective Time, the Predecessor Registrant was merged with and into the Company, with the Company as the surviving corporation. The Merger was consummated by the filing of a certificate of merger, effective as of 11:59 p.m., Eastern Time, on January 20, 2015, or the Certificate of Merger, with the Secretary of State of the State of Delaware. A copy of the Certificate of Merger is attached as Exhibit 3.2 and is incorporated into this Item 2.01 by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As a result of the Merger, as of the Effective Time, the Company assumed by operation of law all of the prior debts, liabilities, obligations and duties of the Predecessor Registrant and such debts, liabilities, obligations and duties may be enforced against the Company to the same extent as if the Company had itself incurred or contracted all such debts, liabilities, obligations and duties. For more information concerning these debts, liabilities, obligations and duties, see generally the Predecessor Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014, June 30, 2014 and September 30, 2014 and Current Reports on Form 8-K filed prior to the date hereof.

The information included under Item 1.01 of this Current Report on Form 8-K is also incorporated into this Item 2.03 by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As further described below in Item 3.03, as of the Effective Time, pursuant to the Merger Agreement, each outstanding share of the Predecessor Registrant Common Stock automatically converted into the right to receive an equal number of shares of common stock, par value $0.01 per share, of the Company, or the Company Common Stock. As with the shares of the Predecessor Registrant Common Stock prior to the Merger, the shares of Company Common Stock trade on the New York Stock Exchange, or the NYSE, under the symbol “IRM.” In anticipation of the Merger, the Predecessor Registrant requested the NYSE to file with the Securities and Exchange Commission, or the SEC, a Form 25 to remove the shares of the Predecessor Registrant Common Stock from listing on the NYSE effective January 21 , 2015. The Predecessor Registrant will also file a Form 15 with the SEC to terminate the registration of shares of the Predecessor Registrant Common Stock. The new listing of shares of Company Common Stock on the NYSE is effective as of January 21, 2015.

Item 3.03 Material Modification to Rights of Security Holders.

As described above, as of the Effective Time, pursuant to the Merger Agreement, each outstanding share of the Predecessor Registrant Common Stock automatically converted into the right to receive an equal number of shares of Company Common Stock. The issuance of the Company Common Stock was registered under the Securities Act of 1933, as amended, or the Securities Act, pursuant to the Company’s registration statement on Form S-4 (File No. 333-197819), which was declared effective by the SEC on December 10, 2014. The form of stock certificate for the Company Common Stock is set forth in Exhibit 4.2 hereto. The Company Common Stock is subject to certain share ownership and transfer restrictions as discussed below. The Company Common Stock has been issued a new CUSIP number, which is 46284V 101.

As a result of the Merger, as of the Effective Time, the rights of the stockholders of the Company are governed by the Company’s certificate of incorporation, or the Certificate, and the Company’s bylaws, or the Bylaws. To satisfy requirements under the Internal Revenue Code of

1986, as amended, that are applicable to REITs in general and otherwise to address concerns relating to capital stock ownership, the Certificate generally prohibits any stockholder from owning more than 9.8% of the outstanding shares of Company Common Stock or any other class or series of the Company’s stock. These limitations are subject to waiver or modification by the board of directors of the Company.

In addition, the Bylaws provide that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Company, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (3) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, or (4) any action asserting a claim governed by the internal affairs doctrine.

The foregoing description of the Company Common Stock is qualified in its entirety by the description of the Company Common Stock contained in the “Description of Capital Stock” attached hereto as Exhibit 4.1 and incorporated into this Item 3.03 by reference. In addition, the foregoing description of the Company Common Stock is qualified in its entirety by reference to the Certificate and the Bylaws, which are incorporated into this Item 3.03 by reference.

The information included under the caption “Supplemental Indentures” under Item 1.01 of this Current Report on Form 8-K, or this Current Report, and the information included under Item 1.02 of this Current Report is also incorporated into this Item 3.03 by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Directors and Officers

The directors and executive officers of the Predecessor Registrant are also the directors and executive officers of the Company and remain so following the Merger, with each holding the same position or positions with the Company as with the Predecessor Registrant immediately prior to the Effective Time. The Company’s directors will be subject to re-election at the 2015 annual meeting of the stockholders of the Company. In addition, the current standing committees (Audit, Compensation, Nominating and Governance, Finance and Risk and Safety) are the same standing committees of the Predecessor Registrant, and the membership of each committee remains unchanged.

Assumption of Employee Stock Plans and Awards

As a result of the Merger, as of the Effective Time, the Company assumed the Predecessor Registrant’s equity incentive related plans and related award agreements, including (1) the Iron Mountain Incorporated 2014 Stock and Cash Incentive Plan, (2) the Iron Mountain Incorporated 2013 Employee Stock Purchase Plan, (3) the Iron Mountain Incorporated 2002 Stock Incentive Plan, as amended, (4) the Iron Mountain Incorporated 1997 Stock Option Plan, as amended, (5) the Iron Mountain Incorporated 1995 Stock Incentive Plan, as amended, (6) the Mimosa

Systems, Inc. 2003 Stock Plan, (7) the Mimosa Systems, Inc. 2009 Equity Incentive Plan and (8) the LiveVault Corporation 2001 Stock Incentive Plan, or the Plans. As of the Effective Time, all rights of participants to acquire shares of the Predecessor Registrant Common Stock under any Plan were automatically converted into rights to acquire an equal number of shares of Company Common Stock in accordance with the terms of the Plans and the applicable award agreements.

The Predecessor Registrant maintained a number of benefit plans, compensation arrangements and policies for its directors, officers and employees. None of these plans, compensation arrangements or policies were affected by the Merger, and the Company assumed any and all of the Predecessor Registrant’s obligations under each of the plans, compensation arrangements and policies by operation of law in the Merger. Likewise, the employment agreements between the Predecessor Registrant and each of Messrs. William L. Meaney, Roderick Day and Marc Duale were not affected by the Merger and shall continue in full force and effect in accordance with their terms. None of the Company’s directors, officers or employees received any additional or special compensation (either in the form of cash, deferred compensation or equity awards) as a result of the Merger.

For more information concerning the Plans, compensation arrangements, policies and employment agreements, see generally the Predecessor Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014, June 30, 2014 and September 30, 2014 and Current Reports on Form 8-K filed prior to the date hereof.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As of the Effective Time, the Company’s Certificate was amended, pursuant to the Certificate of Merger, to change the Company’s name from “Iron Mountain REIT, Inc.” to “Iron Mountain Incorporated.”

The Company’s Certificate and Certificate of Merger are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated into this Item 5.03 by reference. The information included under Item 3.03 of this Current Report is also incorporated into this Item 5.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1 Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on June 26, 2014, as corrected by the Certificate of Correction of the Company filed with the Secretary of State of the State of Delaware on June 30, 2014. (Incorporated by reference to Annex B-1 to the Iron Mountain Incorporated Proxy Statement for the Special Meeting of Stockholders, filed with the SEC on December 23, 2014, File No. 001-13045.)

3.2 Certificate of Merger, filed by the Company, effective as of January 20, 2015. (Filed herewith.)

3.3 Bylaws of the Company. (Incorporated by reference to Annex B-2 to the Iron Mountain REIT, Inc. Registration Statement on Form S-4, filed with the SEC on November 12, 2014, File No. 333-197819.)

4.1 Description of Iron Mountain Incorporated capital stock. (Filed herewith.)

4.2 Form of Common Stock Certificate. (Filed herewith.)

4.3 Ninth Supplemental Indenture, dated as of January 20, 2015, to Senior Subordinated Indenture, dated as of December 30, 2002, among the Company, the Predecessor Registrant and The Bank of New York Trust Company, N.A, as trustee. (Filed herewith.)

4.4 Third Supplemental Indenture, dated as of January 20, 2015, to Senior Subordinated Indenture, dated as of September 23, 2011, among the Company, the Predecessor Registrant and The Bank of New York Trust Company, N.A., as trustee. (Filed herewith.)

4.5 Second Supplemental Indenture, dated as of January 20, 2015, to Senior Subordinated Indenture, dated as of August 13, 2013, among the Company, the Predecessor Registrant and Wells Fargo Bank, National Association, as trustee. (Filed herewith.)

4.6 Second Supplemental Indenture, dated as of January 20, 2015, to Senior Subordinated Indenture, dated as of August 13, 2013, among the Company, the Predecessor Registrant, Iron Mountain Canada Operations ULC and Wells Fargo Bank, National Association, as trustee. (Filed herewith.)

4.7 First Supplemental Indenture, dated as of January 20, 2015, to Senior Subordinated Indenture, dated as of September 18, 2014, among the Company, the Predecessor Registrant, Iron Mountain Europe PLC, Wells Fargo Bank, National Association, as trustee, and Société Générale Bank & Trust, as Paying Agent, Registrar and Transfer Agent. (Filed herewith.)

4.8 Second Amendment to REIT Status Protection Rights Agreement, dated as of January 20, 2015, between the Predecessor Registrant and Computershare Inc. (Filed herewith.)

10.1 Assumption and Affirmation Agreement, dated as of January 20, 2015, among the Company, the Predecessor Registrant, Iron Mountain Information Management, LLC, Iron Mountain Holdings Group, Inc., Iron Mountain US Holdings, Inc., Iron Mountain Global Holdings, Inc., Iron Mountain Global LLC, Iron Mountain Fulfillment Services, Inc., Iron Mountain Intellectual Property Management, Inc., Iron Mountain Secure Shredding, Inc., Iron Mountain Information Management Services, Inc., Iron Mountain Canada Operations ULC, Iron Mountain Secure Shredding Canada, Inc., Iron Mountain Information Management Services Canada, Inc., Mountain Reserve III, Inc., Nettlebed Acquisition Corp., Iron Mountain do Brasil Ltda., Iron Mountain Switzerland GmbH, Iron Mountain Europe PLC, Iron Mountain Holdings (Europe) Limited, Iron Mountain (UK) Limited, Iron Mountain Australia Pty Ltd, Iron Mountain Australia Services Pty Ltd, Iron Mountain Australia Holdings Pty Ltd, Iron Mountain Austria Archivierung GmbH, Iron Mountain Luxembourg Services S.a.r.l., Luxembourg, Schaffhausen Branch and Iron Mountain International Holdings B.V. (Filed herewith.)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IRON MOUNTAIN INCORPORATED

	By:	/s/ Ernest W. Cloutier
	Name:	Ernest W. Cloutier
	Title:	Executive Vice President and General Counsel

Date: January 21, 2015

Exhibit 3.2

CERTIFICATE OF MERGER

IRON MOUNTAIN INCORPORATED

(a Delaware Corporation)

WITH AND INTO

IRON MOUNTAIN REIT, INC.

(a Delaware Corporation)

Pursuant to Title 8, Section 251(c) of the General Corporation Law of the State of Delaware (the “ DGCL ”), Iron Mountain REIT, Inc., a Delaware corporation (“ Iron Mountain REIT ”), hereby certifies the following information relating to the merger of Iron Mountain Incorporated, a Delaware corporation (“ Iron Mountain ”), with and into Iron Mountain REIT (the “ Merger ”).

FIRST: The name and state of incorporation of each of the constituent corporations that is a party to the Merger (the “ Constituent Corporations ”), are as follows:

Name		Jurisdiction

Iron Mountain Incorporated		Delaware

Iron Mountain REIT, Inc.		Delaware

SECOND : An Agreement and Plan of Merger, dated as of November 12, 2014 (the “ Merger Agreement ”), by and between Iron Mountain and Iron Mountain REIT, setting forth the terms and conditions of the Merger, has been approved, adopted, executed and acknowledged by each of the Constituent Corporations in accordance with Section 251 (and, with respect to Iron Mountain REIT, by the written consent of its sole stockholder in accordance with Section 228) of the DGCL.

THIRD : The name of the surviving corporation is Iron Mountain REIT, Inc., a Delaware corporation (the “ Surviving Corporation ”). The name of the Surviving Corporation shall be amended in the Merger to be “Iron Mountain Incorporated.”

FOURTH : The Certificate of Incorporation of Iron Mountain REIT as in effect immediately prior to the Merger shall be the Certificate of Incorporation of the Surviving Corporation, except that, pursuant to the Merger Agreement, immediately following the Merger, Article I of the Certificate of Incorporation of the Surviving Corporation shall be amended to substitute the words “Iron Mountain Incorporated” for the words “Iron Mountain REIT, Inc.”

FIFTH: This Certificate of Merger, and the Merger provided for herein, shall become effective at 11:59 p.m. Eastern Time on January 20, 2015.

SIXTH : The executed Merger Agreement is on file at the principal place of business of the Surviving Corporation, which is located at One Federal Street, Boston, Massachusetts 02110.

SEVENTH: A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of either Constituent Corporation.

[Signature Page Immediately Follows]

IN WITNESS WHEREOF , Iron Mountain REIT, Inc., has caused this Certificate of Merger to be executed by a duly authorized officer on this 20th day of January, 2015.

	IRON MOUNTAIN REIT, INC.


	By:	/s/ Ernest W. Cloutier
	Name:	Ernest W. Cloutier
	Title:	Executive Vice President and General Counsel

[Signature Page: Certificate of Merger]

Exhibit 4.1

DESCRIPTION OF IRON MOUNTAIN INCORPORATED CAPITAL STOCK

The following summarizes the material terms of the common stock and undesignated preferred stock of Iron Mountain Incorporated (the “Company”) as set forth in the Company’s Certificate of Incorporation (the “Charter”) and its Bylaws (the “Bylaws”). The Company believes that the following description covers the material terms of Company’s capital stock, but the following summary may not contain all of the information that is important to you and is subject to and qualified in its entirety by reference to applicable Delaware law and to the Charter and Bylaws.

Authorized Capital

The Charter authorizes the Company to issue up to 410,000,000 shares of stock, consisting of 400,000,000 shares of common stock, $0.01 par value per share, and 10,000,000 shares of preferred stock, $0.01 par value per share.

Common Stock

All outstanding shares of the Company’s common stock are validly issued, fully paid and non-assessable. Under Delaware General Corporation Law (“DGCL”), stockholders generally are not personally liable for a corporation’s acts or debts.

Voting Rights . Holders of the Company’s common stock are entitled to one vote per share on each matter to be decided by the Company’s stockholders, subject to the rights of holders of any series of the Company’s preferred stock that may be outstanding from time to time. Pursuant to the Charter, there are no cumulative voting rights in the election of directors. In an uncontested election of directors, each director shall be elected by the affirmative vote of holders of a majority of the votes cast. In a contested election, the directors shall be elected by a plurality of the votes of shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

Dividend Rights and Limitations . Holders of the Company’s common stock will be entitled to receive ratably any dividends or distributions that the board of directors may declare from time to time out of funds legally available for this purpose.

Dividends and other distributions on the Company’s common stock are also subject to the rights of holders of any series of the Company’s preferred stock that may be outstanding from time to time and to the restrictions in the Company’s credit agreement and indentures. See “—Preferred Stock.”

Liquidation Rights . In the event of liquidation, dissolution or winding up of the Company’s affairs, after payment or provision for payment of all of the Company’s debts and obligations and any preferential distributions to holders of shares of the Company’s preferred stock, if any, the holders of the Company’s common stock will be entitled to share ratably in the Company’s remaining assets available for distribution.

Miscellaneous . The board of directors has the power to issue shares of authorized but unissued common stock without further stockholder action. The issuance of these unissued shares could have the effect of diluting the earnings per share and book value per share of currently outstanding shares of the Company’s common stock. The holders of the Company’s common stock have no preemptive, subscription, redemption or conversion rights.

Transfer Agent and Registrar . The transfer agent and registrar for the Company’s common stock is Computershare Shareowner Services LLC, 250 Royall Street, Canton, Massachusetts 02021. Its telephone number is (781) 575-2000.

Preferred Stock

The Company’s board of directors has been authorized, subject to limitations provided in the Charter, to provide for the issuance of shares of the Company’s preferred stock in multiple series. No shares of the Company’s preferred stock are currently outstanding.

With respect to each series of the Company’s preferred stock, the board of directors has the authority to fix the following terms:

· the designation of the series;

· the number of shares within the series;

· whether the shares are entitled to receive dividends and whether dividends are cumulative;

· the rate of any dividends, any conditions upon which dividends are payable, and the dates of payment of dividends;

· whether the shares are redeemable, the redemption price and the terms of redemption;

· whether the shares are entitled to any rights if the Company is dissolved or the Company’s assets are distributed;

· whether the shares are convertible or exchangeable, the price or rate of exchange, and the applicable terms and conditions;

· any restrictions on issuance of shares in the same series or any other series; and

· your voting rights for the shares you own.

Holders of the Company’s preferred stock will not have preemptive rights with respect to shares of the Company’s preferred stock. In addition, rights with respect to shares of the Company’s preferred stock will be subordinate to the rights of the Company’s general creditors. If the Company receives the appropriate payment, shares of the Company’s preferred stock that the Company issues will be fully paid and nonassessable.

The Company currently plans to use Computershare Shareowner Services LLC as the registrar and transfer agent for any series of the Company’s preferred stock.

Restrictions on Ownership and Transfer

To facilitate compliance with the ownership limitations applicable to a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), the Charter contains restrictions on stock ownership and stock transfers.

These ownership and transfer restrictions could delay, defer or prevent a transaction or a change in control that might involve a premium price for the Company’s common stock or otherwise be in the best interest of the Company’s stockholders. All certificates representing shares of capital stock bear legends describing or referring to these restrictions.

For the Company to qualify as a REIT under the Code, the Company’s stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year (other than the first year for which an election to be a REIT has been made). Also, not more than 50% of the value of the outstanding shares of the Company’s stock may be owned, directly or indirectly, by five or fewer “individuals” (as defined in the Code to include certain entities such as private foundations) during the last half of a taxable year (other than the first taxable year for which an election to be a REIT has been made). To facilitate compliance with these ownership requirements and other requirements for continued qualification as a REIT and to otherwise protect the Company from the consequences of a concentration of ownership among the

Company’s stockholders, the Charter contains provisions restricting the ownership or transfer of shares of the Company’s stock.

The relevant sections of the Charter provide that, subject to the exceptions and the constructive ownership rules described below, no person (as defined in the Charter) may beneficially or constructively own more than 9.8% in value of the aggregate of the Company’s outstanding shares of stock, including the Company’s common stock and preferred stock, or more than 9.8% in value or number (whichever is more restrictive) of the outstanding shares of any class or series of the Company’s stock. The Company refers to these restrictions as the “ownership limits.”

The applicable constructive ownership rules under the Code are complex and may cause stock owned actually or constructively by an individual or entity to be treated as owned by another individual or entity. As a result, the acquisition of less than 9.8% in value of the Company’s outstanding stock or less than 9.8% in value or number of the Company’s outstanding shares of any class or series of stock (including through the acquisition of an interest in an entity that owns, actually or constructively, any class or series of the Company’s stock) by an individual or entity could nevertheless cause that individual or entity, or another individual or entity, to own, constructively or beneficially, in excess of 9.8% in value of the Company’s outstanding stock or 9.8% in value or number of the Company’s outstanding shares of any class or series of stock.

In addition to the ownership limits, the Charter prohibits any person from actually or constructively owning shares of the Company’s stock to the extent that such ownership would cause any of the Company’s income that would otherwise qualify as “rents from real property” for purposes of Section 856(d) of the Code to fail to qualify as such.

The board of directors may, in its sole discretion, exempt a person from the ownership limits and certain other REIT limits on ownership and transfer of the Company’s stock described above, and may establish a different limit on ownership for any such person. However, the board of directors may not exempt any person whose ownership of outstanding stock in violation of these limits would result in the Company’s failing to qualify as a REIT. In order to be considered by the board of directors for exemption or a different limit on ownership, a person must make such representations and undertakings as are reasonably necessary to ascertain that such person’s beneficial or constructive ownership of the Company’s stock will not now or in the future jeopardize the Company’s ability to qualify as a REIT under the Code and must generally agree that any violation or attempted violation of such representations or undertakings (or other action that is contrary to the ownership limits and certain other REIT limits on ownership and transfer of the Company’s stock described above) will result in the shares of stock being automatically transferred to a trust as described below. As a condition of its waiver, the board of directors may require an opinion of counsel or ruling from the Internal Revenue Service (the “IRS”) satisfactory to the board of directors with respect to the Company’s qualification as a REIT and may impose such other conditions as it deems appropriate in connection with the granting of the exemption or a different limit on ownership.

In connection with the waiver of the ownership limits or at any other time, the board of directors may from time to time increase the ownership limits for one or more persons and decrease the ownership limits for all other persons; provided that the new ownership limits may not, after giving effect to such increase and under certain assumptions stated in the Charter, result in the Company being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interests are held during the last half of a taxable year). Reduced ownership limits will not apply to any person whose percentage ownership of the Company’s total shares of stock or of the shares of a class or series of the Company’s stock, as applicable, is in excess of such decreased

ownership limits until such time as such person’s percentage of total shares of stock or of the shares of a class or series of stock, as applicable, equals or falls below the decreased ownership limits, but any further acquisition of the Company’s stock in excess of such percentage will be in violation of the ownership limits.

The Charter further prohibits:

· any person from transferring shares of the Company’s stock if such transfer would result in shares of the Company’s stock being beneficially owned by fewer than 100 persons (determined without reference to any rules of attribution); and

· any person from beneficially or constructively owning shares of the Company’s stock if such ownership would result in the Company failing to qualify as a REIT.

The foregoing provisions on transferability and ownership will not apply if the board of directors determines that it is no longer in the Company’s best interests to attempt to qualify, or to continue to qualify, as a REIT.

Any person who acquires or attempts or intends to acquire beneficial or constructive ownership of shares of the Company’s stock that will or may violate the ownership limits or any of the other foregoing restrictions on transferability and ownership will be required to give notice to the Company immediately (or, in the case of a proposed or attempted transaction, at least 15 days prior to such transaction) and provide the Company with such other information as the Company may request in order to determine the effect, if any, of such transfer on the Company’s qualification as a REIT.

Pursuant to the Charter, if there is any purported transfer of the Company’s stock or other event or change of circumstances that, if effective or otherwise, would violate any of the restrictions described above, then the number of shares causing the violation (rounded up to the nearest whole share) will be automatically transferred to a trust for the exclusive benefit of a designated charitable beneficiary, except that any transfer that results in the violation of the restriction relating to the Company’s stock being beneficially owned by fewer than 100 persons will be automatically void and of no force or effect. The automatic transfer will be effective as of the close of business on the business day prior to the date of the purported transfer or other event or change of circumstances that requires the transfer to the trust. The person that would have owned the shares if they had not been transferred to the trust is referred to herein as the purported transferee. Any ordinary dividend paid to the purported transferee, prior to the Company’s discovery that the shares had been automatically transferred to a trust as described above, must be repaid to the trustee upon demand. The Charter also provides for adjustments to the entitlement to receive extraordinary dividends and other distributions as between the purported transferee and the trust. If the transfer to the trust as described above is not automatically effective, for any reason, to prevent violation of the applicable restriction contained in the Charter, then the transfer of the excess shares will be automatically void and of no force or effect.

Shares of the Company’s stock transferred to the trustee are deemed to be offered for sale to the Company or the Company’s designee at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in such transfer to the trust or, if the purported transferee did not give value for the shares in connection with the event causing the shares to be held in trust (e.g., in the case of a gift, devise or other such transaction), the market price at the time of such event and (ii) the market price on the date the Company accepts, or the Company’s designee accepts, such offer. The Company has the right to accept such offer until the trustee has sold the shares of the Company’s stock held in the trust pursuant to the clauses described below. Upon a sale to the Company, the interest of the charitable beneficiary in the shares sold terminates and the trustee must distribute the net proceeds of the sale to the purported transferee, except that the trustee may reduce the amount payable to the purported transferee by the amount of any ordinary dividends that the Company paid to the purported transferee prior to the Company’s discovery that the shares had been transferred to the trust and that is owed by the purported transferee to the trustee as described above. Any net sales proceeds and extraordinary dividends in excess of the amount payable to the purported transferee shall be immediately paid to the charitable beneficiary, and any ordinary dividends held by the trustee with respect to such stock will be promptly paid to the charitable beneficiary.

If the Company does not buy the shares, the trustee must, as soon as reasonably practicable (and, if the shares are listed on a national securities exchange, within 20 days) after receiving notice from the Company of the transfer of shares to the trust, sell the shares to a person or entity who could own the shares without violating the restrictions described above. Upon such a sale, the trustee must distribute to the purported transferee an amount equal to the lesser of (i) the price paid by the purported transferee for the shares or, if the purported transferee did not give value for the shares in connection with the event causing the shares to be held in trust ( e.g. , in the case of a gift, devise or other such transaction), the market price of the shares on the day of the event causing the shares to be held in the trust, and (ii) the sales proceeds (net of commissions and other expenses of sale) received by the trustee for the shares. The trustee may reduce the amount payable to the purported transferee by the amount of any ordinary dividends that the Company paid to the purported transferee before the Company’s discovery that the shares had been transferred to the trust and that is owed by the purported transferee to the trustee as described above. Any net sales proceeds in excess of the amount payable to the purported transferee will be immediately paid to the charitable beneficiary, together with any ordinary dividends held by the trustee with respect to such stock. In addition, if prior to discovery by the Company that shares of the Company’s common stock have been transferred to a trust, such shares of stock are sold by a purported transferee, then such shares will be deemed to have been sold on behalf of the trust and, to the extent that the purported transferee received an amount for or in respect of such shares that exceeds the amount that such purported transferee was entitled to receive as described above, such excess amount shall be paid to the trustee upon demand. The purported transferee has no rights in the shares held by the trustee.

The trustee will be indemnified by the Company or from the proceeds of sales of stock in the trust for its costs and expenses reasonably incurred in connection with conducting its duties and satisfying its obligations under the Charter. The trustee will also be entitled to reasonable compensation for services provided as determined by agreement between the trustee and the board of directors, which compensation may be funded by the Company or the trust. If the Company pays any such indemnification or compensation, the Company is entitled on a first priority basis (subject to the trustee’s indemnification and compensation rights) to be reimbursed from the trust. To the extent the trust funds any such indemnification and compensation, the amounts available for payment to a purported transferee (or the charitable beneficiary) would be reduced.

The trustee will be designated by the Company and must be unaffiliated with the Company and with any purported transferee. Prior to the sale of any shares by the trust, the trustee will receive, in trust for the beneficiary, all distributions paid by the Company with respect to the shares, and may also exercise all voting rights with respect to the shares.

Subject to the DGCL, effective as of the date that the shares have been transferred to the trust, the trustee will have the authority, at the trustee’s sole discretion:

· to rescind as void any vote cast by a purported transferee prior to the Company’s discovery that the shares have been transferred to the trust; and

· to recast the vote in accordance with the desires of the trustee acting for the benefit of the charitable beneficiary of the trust.

However, if the Company has already taken corporate action, then the trustee may not rescind and recast the vote.

In addition, if the board of directors determines that a proposed or purported transfer would violate the restrictions on ownership and transfer of the Company’s stock set forth in the Charter, the board of directors may take such action as it deems advisable to refuse to give effect to or to prevent such violation, including but not limited to, causing the Company to repurchase shares of stock, refusing to give effect to the transfer on the Company’s books or instituting proceedings to enjoin the transfer.

From time to time, at the Company’s request, every person that is an owner of 5% or more (or such lower percentage as required by the Code or the Treasury regulations thereunder) of the the Company’s outstanding shares of any class or series of stock, must provide the Company written notice of its name and address, the number of shares of each class and series of stock that the person beneficially owns and a description of the manner in which the shares are held. Each such owner must also provide the Company with such additional information as the

Company may request in order to determine the effect, if any, of such owner’s beneficial ownership on the Company’s qualification as a REIT and to ensure compliance with the ownership limits. In addition, each beneficial owner or constructive owner of the Company’s stock, and any person (including the stockholder of record) who is holding shares of the Company’s stock for a beneficial owner or constructive owner will, upon demand, be required to provide the Company with such information as the Company may request in good faith in order to determine the Company’s qualification as a REIT and to comply with the requirements of any taxing authority or governmental authority or to determine such compliance.

In addition, certain provisions of the Charter and the Bylaws, as well as the ability of the board of directors to issue shares of the Company’s preferred stock and to set voting rights, preferences and other terms of the Company’s preferred stock, could delay, defer, or prevent a transaction or a change in control of the Company that might involve a premium for holders of the Company’s common stock or might otherwise be in their best interests.

Other Provisions

Advance Notice of Director Nominations and Stockholder Proposals . The Bylaws include advance notice and informational requirements and time limitations on any director nomination or proposal that a stockholder wishes to make at a meeting of stockholders. A failure to comply with these timing and informational requirements can result in a stockholder’s director nomination or proposal not being considered at a meeting of stockholders.

Meetings of Stockholders; Action by Written Consent . Under the Bylaws, annual and special meetings of stockholders are to be held at a date and time as determined by the board of directors. Special meetings of the stockholders may only be called by a majority of the board of directors. At any meeting of stockholders, only business that was properly brought before the meeting will be transacted. The Bylaws also provide that a majority of votes cast by the shares present in person or represented by proxy at any meeting of stockholders and entitled to vote thereat shall decide any question (other than the election of directors) brought before such meeting, except in any case where a larger vote is required by the DGCL, the Charter, the Bylaws or otherwise. In addition, the stockholders do not have the authority to call a special stockholder meeting or to take action by unanimous or partial written consent in lieu of an annual or special meeting.

Removal of Directors . The Bylaws provide that any or all of the Company’s directors may be removed at any time, either with or without cause, by a vote of the Company’s stockholders at a special meeting called for that purpose, provided, however that a vote of a majority of the shares outstanding and entitled to vote is required to effect any such removal. This provision may delay or prevent the Company’s stockholders from removing incumbent directors.

The provisions described above and certain statutory anti-takeover provisions could make it more difficult for a third party to acquire, or discourage a third party from seeking to acquire, control of the Company.

Exclusive Forum Bylaw . The Bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for the adjudication of certain disputes involving the Company, including, without limitation, any derivative action or proceeding brought on behalf of the Company.

Exhibit 4.2

ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# . COMMON STOCK PAR VALUE $0.01 COMMON STOCK THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ AND COLLEGE STATION, TX Shares * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * Certificate Number ZQ00000000 IRON MOUNTAIN INCORPORATED INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE ** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David THIS CERTIFIES THAT Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander Alexander David SamMple ***R* Mr. A.lexaSnderADavidMSampPle ***L* MrE. Alexan&der DavMid SamRple **S** Mr.. AleSxandeAr DaMvid SamPple *L*** MEr. Alex&ander David Sample **** David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample Sample **** Mr. AlexandeMr DaviRd Sam.ple S**** MAr. AleMxandePr DavLid SEample *&*** Mr. AMlexanRder DaSvid S.ampSle ***A* Mr.MAlexanPder DLavidESample **** Mr. Alexander **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David SEE REVERSE FOR CERTAIN DEFINITIONS David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Sample **** Mr. Sample is the owner of **000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares*** *000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares**** 000000**Shar*es****0*000Z00**SEhareRs****00O0000**ShHares**U**0000N00**SDhares*R***000E000**DShares**T**000H000**SOhares*U***000S000**AShareNs****00D0000**Shares****0 00000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****00 0000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000 000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****0000 00**Shares****0Z0000E0**ShRares***O*000000*H*ShareUs****0N00000D**SharRes****0E0000D0**ShareAs****0N00000D**SharesZ****00E0000R**SharOes****0*000*00**Shares****00000 0**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000 **Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000* *Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**S FULLY PAID AND NON-ASSESSABLE SHARES, $.01 PAR VALUE OF THE COMMON STOCK OF Iron Mountain Incorporated, transferable on the books of the Corporation in person or by attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are subject to the laws of the State of Delaware and to the Articles of Incorporation and to the By-laws of the Corporation as from time to time amended. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. In Witness Whereof, the Corporation has caused its facsimile corporate seal and the facsimile signatures of its duly authorized officers to be hereunto affixed. DATED DD-MMM-YYYY COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, CORPORATE President and Chief Executive Officer 2014 DELAWARE By Secretary AUTHORIZED SIGNATURE CUSIP Holder ID Insurance Value Number of Shares DTC Certificate Numbers 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 Total Transaction XXXXXX XX X XXXXXXXXXX 1,000,000.00 123456 12345678 123456789012345 Iron Mountain Incorporated PO BOX 43004, Providence, RI 02940-3004 Num/No. Denom. Total 1 2 3 4 5 6 7 1 2 3 4 5 6 1 2 3 4 5 6 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 O CUSIP 46284V 10 1

. IRON MOUNTAIN INCORPORATED THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. (Cust) (Minor) (State) (Cust) and not as tenants in common (Minor) (State) THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFERABILITY AND OWNERSHIP THAT ARE SPECIFIED IN THE CERTIFICATE OF INCORPORATION OF THE COMPANY. THE COMPANY WILL FURNISH A COPY OF THE APPLICABLE RESTRICTIONS ON TRANSFERABILITY AND OWNERSHIP TO THE HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE ON REQUEST AND WITHOUT CHARGE. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE For value received, hereby sell, assign and transfer unto (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated: 20 Signature: Signature: Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever. The IRS requires that we report the cost basis of certain shares acquired after January 1, 2011. If your shares were covered by the legislation and you have sold or transferred the shares and requested a specific cost basis calculation method, we have processed as requested. If you did not specify a cost basis calculation method, we have defaulted to the first in, first out (FIFO) method. Please visit our website or consult your tax advisor if you need additional information about cost basis. If you do not keep in contact with us or do not have any activity in your account for the time periods specified by state law, your property could become subject to state unclaimed property laws and transferred to the appropriate state. Signature(s) Guaranteed: Medallion Guarantee Stamp THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - ............................................Custodian ................................................ TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act......................................................... JT TEN - as joint tenants with right of survivorship UNIF TRF MIN ACT - ............................................Custodian (until age ................................) .............................under Uniform Transfers to Minors Act ................... Additional abbreviations may also be used though not in the above list.

Exhibit 4.3

IRON MOUNTAIN INCORPORATED

IRON MOUNTAIN REIT, INC.

THE GUARANTORS NAMED HEREIN

AND

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

NINTH SUPPLEMENTAL INDENTURE

Dated as of January 20, 2015

SENIOR SUBORDINATED INDENTURE

Dated as of December 30, 2002

TABLE OF CONTENTS

		Page

ARTICLE 1 Assumption		2

Section 1.01.	Assumption of Obligations	2
Section 1.02.	Successor Corporation Substituted	2

ARTICLE 2 Miscellaneous		2

Section 2.01.	Conflict of Any Provision of Indenture with Trust Indenture Act	2
Section 2.02.	Duplicate Originals	2
Section 2.03.	New York Law to Govern	2
Section 2.04.	No Adverse Interpretation of Other Agreements	2
Section 2.05.	Severability	3
Section 2.06.	Effect of Headings	3
Section 2.07.	No Personal Liability of Directors, Officers, Employees and Stockholders	3
Section 2.08.	Provisions of Supplemental Indenture for the Sole Benefit of Parties and Holders	3
Section 2.09.	Execution as Supplemental Indenture	3
Section 2.10.	Ratification and Incorporation of Indenture	3
Section 2.11.	Trustee	3
Section 2.12.	Notices	4

THIS NINTH SUPPLEMENTAL INDENTURE, dated as of January 20, 2015 (the “ Ninth Supplemental Indenture ”), is by and between IRON MOUNTAIN INCORPORATED, a Delaware corporation (“ Iron Mountain “), Iron Mountain REIT, Inc., a Delaware corporation and wholly owned subsidiary of Iron Mountain (“ Iron Mountain REIT ”), the Guarantors signatory hereto (the “ Guarantors ”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “ Trustee ”). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Indenture (as defined below).

WITNESSETH THAT:

WHEREAS, Iron Mountain and the Trustee, as successor trustee, are parties to that certain Senior Subordinated Indenture, dated as of December 30, 2002 (the “ Base Indenture ” and, as supplemented, amended or modified from time to time, including, without limitation, as supplemented by (i) a supplemental indenture dated as of October 16, 2006 among Iron Mountain, the Guarantors named therein and The Bank of New York Trust Company, N.A., as trustee (the “ Original Trustee ”), relating to the 6¾% Euro Senior Subordinated Notes due 2018 (the “ 2006 6¾% Notes ”), as amended and supplemented from time to time, (ii) a supplemental indenture dated as of January 19, 2007, among Iron Mountain, the Guarantors named therein and the Original Trustee relating to the 6¾% Euro Senior Subordinated Notes due 2018 (the “ 2007 6¾% Notes ”), as amended and supplemented from time to time, and (iii) a supplemental indenture dated as of August 10, 2009, among Iron Mountain, the Guarantors named therein and the Trustee relating to the 8 3 / 8 % Senior Subordinated Notes due 2021 (the “ 8 3 / 8 % Notes ” and, together with the 2006 6 ¾% Notes and the 2007 6 ¾% Notes, the “ Securities ”), as amended and supplemented from time to time, the “ Indenture ”);

WHEREAS, the Trustee is the successor trustee to the Original Trustee under the Base Indenture and the supplemental indentures relating to the 2006 6¾% Notes and the 2007 6¾% Notes;

WHEREAS, Iron Mountain and Iron Mountain REIT entered into an Agreement and Plan of Merger dated as of November 12, 2014 (the “ Merger Agreement ”), providing for the merger of Iron Mountain with and into Iron Mountain REIT (the “ Merger ”), with Iron Mountain REIT as the surviving corporation;

WHEREAS, Section 5.1 of the Indenture provides that in the event of a merger, the surviving corporation shall expressly assume by supplemental indenture all of Iron Mountain’s obligations under the Indenture and all the Securities;

WHEREAS, the Merger complies with the provisions of Section 5.1 of the Indenture;

WHEREAS, Section 9.1(c) of the Base Indenture permits Iron Mountain and the Trustee to enter into a supplemental indenture to the Base Indenture without prior notice to or consent of the Holders of any outstanding Securities for the purpose of evidencing the assumption of Iron Mountain’s obligations to Holders of the Securities in the case of a merger or consolidation of Iron Mountain;

WHEREAS, effective as of 11:59 p.m., Eastern Time, on January 20, 2015 (the “ Effective Time ”), the Merger will be consummated pursuant to the Merger Agreement, with Iron Mountain REIT as the surviving corporation (which will be renamed “Iron Mountain Incorporated” simultaneous with or immediately following the Merger);

WHEREAS, Iron Mountain has requested that the Trustee execute and deliver this Supplemental Indenture and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects; and

WHEREAS, all acts and requirements necessary to make this Supplemental Indenture, when executed and delivered by the parties hereto, the legal, valid and binding obligation of each of Iron Mountain, Iron Mountain REIT and the Guarantors, in accordance with its terms, have been done.

NOW, THEREFORE:

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Securities.

ARTICLE 1
ASSUMPTION

Section 1.01. ASSUMPTION OF OBLIGATIONS.

Effective as of the Effective Time, Iron Mountain REIT, as the surviving entity in the Merger, expressly assumes by this Supplemental Indenture all of the obligations of Iron Mountain under the Indenture and all the Securities.

Section 1.02. SUCCESSOR CORPORATION SUBSTITUTED.

Effective as of the Effective Time, Iron Mountain REIT shall succeed to, and be substituted for (so that from and after the Effective Time, the provisions of the Indenture referring to the “Company” shall refer instead to Iron Mountain REIT and not to Iron Mountain), and may exercise every right and power of, Iron Mountain under the Indenture with the same effect as if Iron Mountain REIT had been named as the Company therein.

ARTICLE 2
MISCELLANEOUS

Section 2.01. CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST INDENTURE ACT.

If and to the extent that any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision which is required or deemed required to be included in this Supplemental Indenture by operation of the TIA (an “ Incorporated Provision ”), such Incorporated Provision shall control.

Section 2.02. DUPLICATE ORIGINALS.

The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart by facsimile shall be effective as delivery of a manually executed counterpart thereof.

Section 2.03. NEW YORK LAW TO GOVERN.

THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.

Section 2.04. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

This Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of Iron Mountain, Iron Mountain REIT or any of their respective Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Supplemental Indenture.

Section 2.05. SEVERABILITY.

If any provision of this Supplemental Indenture shall be held to be invalid, illegal or unenforceable, then the remaining provisions hereof shall be construed as though such invalid, illegal or unenforceable provision were not contained herein.

Section 2.06. EFFECT OF HEADINGS.

The Article and Section headings in this Supplemental Indenture and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 2.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS.

No past, present or future director, manager, officer, employee, incorporator, stockholder, member or agent of Iron Mountain, Iron Mountain REIT or any Guarantor, as such, shall have any liability for any obligations of Iron Mountain, Iron Mountain REIT or such Guarantor under this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Securities of any series.

Section 2.08. PROVISIONS OF SUPPLEMENTAL INDENTURE FOR THE SOLE BENEFIT OF PARTIES AND HOLDERS.

Nothing in this Supplemental Indenture, expressed or implied, shall give or be construed to give to any person, firm or corporation, other than the parties hereto and their successors and the Holders of the Securities, any legal or equitable right, remedy or claim under this Supplemental Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the Holders of the Securities.

Section 2.09. EXECUTION AS SUPPLEMENTAL INDENTURE.

This Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Supplemental Indenture forms a part thereof.

Section 2.10. RATIFICATION AND INCORPORATION OF INDENTURE.

As supplemented hereby, the Indenture is in all respects ratified and confirmed, and the Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument.

Section 2.11. TRUSTEE.

The Trustee makes no representations as to the validity or adequacy of this Supplemental Indenture, and it shall not be responsible for any statement or recital herein.

Section 2.12. NOTICES.

Any notice or communication to Iron Mountain, Iron Mountain REIT or any Guarantor by any party hereto is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the following address:

Iron Mountain Incorporated
745 Atlantic Avenue
Boston, MA 02111
Attention: Chief Financial Officer
Telecopier No.: (617) 350-7881

With a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, MA 02109
Telecopier No.: (617) 338-2880
Attention: William J. Curry, Esq.

Iron Mountain, Iron Mountain REIT or any Guarantor by notice to the other parties hereto may designate additional or different addresses for subsequent notices or communications.

[Remainder of Page Left Blank Intentionally; Signature Page Follows Immediately.]

IN WITNESS WHEREOF, the parties have caused this Ninth Supplemental Indenture to be duly executed, and attested, all as of the date and year first written above.

IRON MOUNTAIN INCORPORATED


By:	/s/ John P. Lawrence
	Name: John P. Lawrence
	Title: Senior Vice President and Treasurer


IRON MOUNTAIN REIT, INC.


By:	/s/ John P. Lawrence
	Name: John P. Lawrence
	Title: Senior Vice President and Treasurer

GUARANTORS:

IRON MOUNTAIN FULFILLMENT SERVICES, INC.

IRON MOUNTAIN GLOBAL HOLDINGS, INC.

IRON MOUNTAIN HOLDINGS GROUP, INC.

IRON MOUNTAIN INFORMATION MANAGEMENT SERVICES, INC.

IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC.

IRON MOUNTAIN SECURE SHREDDING, INC.

IRON MOUNTAIN US HOLDINGS, INC.

MOUNTAIN RESERVE III, INC.

NETTLEBED ACQUISITION CORP.

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC, and

IRON MOUNTAIN GLOBAL, LLC


By:	/s/ John P. Lawrence
	Name: John P. Lawrence
	Title: Senior Vice President and Treasurer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee


By:	/s/ Teresa Petta
	Name: Teresa Petta
	Title: Vice President

Exhibit 4.4

IRON MOUNTAIN INCORPORATED

IRON MOUNTAIN REIT, INC.

THE GUARANTORS NAMED HEREIN

AND

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

THIRD SUPPLEMENTAL INDENTURE

Dated as of January 20, 2015

SENIOR SUBORDINATED INDENTURE

Dated as of September 23, 2011

TABLE OF CONTENTS

		Page

ARTICLE 1 Assumption		2

Section 1.01.	Assumption of Obligations	2
Section 1.02.	Successor Corporation Substituted	2

ARTICLE 2 Miscellaneous		2

Section 2.01.	Conflict of Any Provision of Indenture with Trust Indenture Act	2
Section 2.02.	Duplicate Originals	2
Section 2.03.	New York Law to Govern	2
Section 2.04.	No Adverse Interpretation of Other Agreements	2
Section 2.05.	Severability	3
Section 2.06.	Effect of Headings	3
Section 2.07.	No Personal Liability of Directors, Officers, Employees and Stockholders	3
Section 2.08.	Provisions of Supplemental Indenture for the Sole Benefit of Parties and Holders	3
Section 2.09.	Execution as Supplemental Indenture	3
Section 2.10.	Ratification and Incorporation of Indenture	3
Section 2.11.	Trustee	3
Section 2.12.	Notice	4

THIS THIRD SUPPLEMENTAL INDENTURE, dated as of January 20, 2015 (the “ Third Supplemental Indenture ”), is among IRON MOUNTAIN INCORPORATED, a Delaware corporation (“ Iron Mountain “), Iron Mountain REIT, Inc., a Delaware corporation and wholly owned subsidiary of Iron Mountain (“ Iron Mountain REIT ”), the Guarantors signatory hereto (the “ Guarantors ”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “ Trustee ”). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Indenture (as defined below).

WITNESSETH THAT:

WHEREAS, Iron Mountain and the Trustee are parties to that certain Senior Subordinated Indenture, dated as of September 23, 2011 (the “ Base Indenture ” and, as supplemented, amended or modified from time to time, including, without limitation, as supplemented by (i) a supplemental indenture dated as of September 23, 2011, among Iron Mountain, the Guarantors named therein and the Trustee relating to the 7 ¾% Senior Subordinated Notes due 2019 (the “ 7 ¾% Notes ”), as amended and supplemented from time to time, and (ii) a supplemental indenture dated as of August 10, 2012, among the Company, the Guarantors named therein and the Trustee relating to the 5 ¾% Senior Subordinated Notes due 2024 (the “ 5 ¾% Notes ” and, together with the 7 ¾% Notes, the “ Securities ”), as amended and supplemented from time to time, the “ Indenture ”);

WHEREAS, Section 5.1(b) of the Base Indenture provides that in the event of a merger, the surviving corporation shall expressly assume by supplemental indenture all of Iron Mountain’s obligations under the Indenture and all the Securities;

WHEREAS, the Merger complies with the provisions of Section 5.01 of the Base Indenture;

WHEREAS, effective as of 11:59 p.m., Eastern Time, on January 20, 2015 (the “ Effective Time ”), the Merger will be consummated, with Iron Mountain REIT as the surviving corporation (which will be renamed “Iron Mountain Incorporated” simultaneous with or immediately following the Merger);

NOW, THEREFORE:

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Securities.

ARTICLE 1
ASSUMPTION

Section 1.01. ASSUMPTION OF OBLIGATIONS.

Section 1.02. SUCCESSOR CORPORATION SUBSTITUTED.

ARTICLE 2
MISCELLANEOUS

Section 2.01. CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST INDENTURE ACT.

Section 2.02. DUPLICATE ORIGINALS.

Section 2.03. NEW YORK LAW TO GOVERN.

THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.

Section 2.04. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

Section 2.05. SEVERABILITY.

Section 2.06. EFFECT OF HEADINGS.

The Article and Section headings in this Supplemental Indenture and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 2.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS.

Section 2.08. PROVISIONS OF SUPPLEMENTAL INDENTURE FOR THE SOLE BENEFIT OF PARTIES AND HOLDERS.

Section 2.09. EXECUTION AS SUPPLEMENTAL INDENTURE.

This Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Supplemental Indenture forms a part thereof.

Section 2.10. RATIFICATION AND INCORPORATION OF INDENTURE.

As supplemented hereby, the Indenture is in all respects ratified and confirmed, and the Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument.

Section 2.11. TRUSTEE.

The Trustee makes no representations as to the validity or adequacy of this Supplemental Indenture, and it shall not be responsible for any statement or recital herein.

Section 2.12. NOTICE.

Iron Mountain Incorporated
745 Atlantic Avenue
Boston, MA 02111
Attention: Chief Financial Officer
Telecopier No.: (617) 350-7881

With a copy to:

Sullivan & Worcester LLP
One Post Office Square
Boston, MA 02109
Telecopier No.: (617) 338-2880
Attention: William J. Curry, Esq.

Iron Mountain, Iron Mountain REIT or any Guarantor by notice to the other parties hereto may designate additional or different addresses for subsequent notices or communications.

[Remainder of Page Left Blank Intentionally; Signature Page Follows Immediately.]

IN WITNESS WHEREOF, the parties have caused this Third Supplemental Indenture to be duly executed, and attested, all as of the date and year first written above.

IRON MOUNTAIN INCORPORATED


By:	/s/ John P. Lawrence
	Name: John P. Lawrence
	Title: Senior Vice President and Treasurer


IRON MOUNTAIN REIT, INC.


By:	/s/ John P. Lawrence
	Name: John P. Lawrence
	Title: Senior Vice President and Treasurer

GUARANTORS:

IRON MOUNTAIN FULFILLMENT SERVICES, INC.

IRON MOUNTAIN GLOBAL HOLDINGS, INC.

IRON MOUNTAIN HOLDINGS GROUP, INC.

IRON MOUNTAIN INFORMATION MANAGEMENT SERVICES, INC.

IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC.

IRON MOUNTAIN SECURE SHREDDING, INC.

IRON MOUNTAIN US HOLDINGS, INC.

MOUNTAIN RESERVE III, INC.

NETTLEBED ACQUISITION CORP.

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC, and

IRON MOUNTAIN GLOBAL, LLC


By:	/s/ John P. Lawrence
	Name: John P. Lawrence
	Title: Senior Vice President and Treasurer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee


By:	/s/ Teresa Petta
	Name: Teresa Petta
	Title: Vice President

Exhibit 4.5

IRON MOUNTAIN INCORPORATED

IRON MOUNTAIN REIT, INC.

THE GUARANTORS NAMED HEREIN

AND

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

SECOND SUPPLEMENTAL INDENTURE

Dated as of January 20, 2015

SENIOR INDENTURE

Dated as of August 13, 2013

TABLE OF CONTENTS

		Page

ARTICLE 1 Assumption		2

Section 1.01.	Assumption of Obligations	2
Section 1.02.	Successor Corporation Substituted	2

ARTICLE 2 Miscellaneous		2

Section 2.01.	Conflict of Any Provision of Indenture with Trust Indenture Act	2
Section 2.02.	Duplicate Originals	2
Section 2.03.	New York Law to Govern	2
Section 2.04.	No Adverse Interpretation of Other Agreements	2
Section 2.05.	Severability	3
Section 2.06.	Effect of Headings	3
Section 2.07.	No Personal Liability of Directors, Officers, Employees and Stockholders	3
Section 2.08.	Provisions of Supplemental Indenture for the Sole Benefit of Parties and Holders	3
Section 2.09.	Execution as Supplemental Indenture	3
Section 2.10.	Ratification and Incorporation of Indenture	3
Section 2.11.	Trustee	3

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of January 20, 2015 (the “ Second Supplemental Indenture ”), is by and between IRON MOUNTAIN INCORPORATED, a Delaware corporation (“ Iron Mountain ”), IRON MOUNTAIN REIT, INC., a Delaware corporation and wholly owned subsidiary of Iron Mountain (“ Iron Mountain REIT ”), the Guarantors signatory hereto (the “ Guarantors ”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “ Trustee ”). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Indenture (as defined below).

WITNESSETH THAT:

WHEREAS, Iron Mountain and the Trustee are parties to that certain Senior Indenture, dated as of August 13, 2013 (the “ Base Indenture ” and, as supplemented, amended or modified from time to time, including, without limitation, as supplemented by a supplemental indenture dated as of August 13, 2013, among Iron Mountain, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the 6% Senior Notes due 2023 (the “ Securities ”), as amended from time to time, the “ Indenture ”);

WHEREAS, the Merger complies with the other provisions of Section 5.01 of the Base Indenture;

WHEREAS, effective as of 11:59 p.m., Eastern Time, on January 20, 2015 (the “ Effective Time ”), Iron Mountain will merge pursuant to the Merger Agreement, with Iron Mountain REIT as the surviving corporation (which will be renamed “Iron Mountain Incorporated” simultaneous with or immediately following the Merger);

WHEREAS, this Second Supplemental Indenture has not resulted in a material modification of the Securities for the Foreign Account Tax Compliance Act (“ FATCA ”) purposes;

WHEREAS, all acts and requirements necessary to make this Supplemental Indenture, when executed and delivered by the parties hereto, the legal, valid and binding obligation of each of Iron Mountain and Iron Mountain REIT, in accordance with its terms, have been done.

NOW, THEREFORE:

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Securities.

ARTICLE 1
ASSUMPTION

Section 1.01. ASSUMPTION OF OBLIGATIONS.

Section 1.02. SUCCESSOR CORPORATION SUBSTITUTED.

ARTICLE 2
MISCELLANEOUS

Section 2.01. CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST INDENTURE ACT.

If and to the extent that any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision included in this Supplemental Indenture by operation of Sections 310 to 317, inclusive, of the Trust Indenture Act (an “ Incorporated Provision ”), such Incorporated Provision shall control.

Section 2.02. DUPLICATE ORIGINALS.

Section 2.03. NEW YORK LAW TO GOVERN.

THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 2.04. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

This Supplemental Indenture may not be used to interpret another indenture, loan or debt agreement of Iron Mountain, Iron Mountain REIT or any of their respective Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Supplemental Indenture.

Section 2.05. SEVERABILITY.

If any provision of this Supplemental Indenture shall be held to be invalid, illegal or unenforceable under applicable law, then the remaining provisions hereof shall be construed as though such invalid, illegal or unenforceable provision were not contained herein.

Section 2.06. EFFECT OF HEADINGS.

The Article and Section headings in this Supplemental Indenture and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 2.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS.

No past, present or future director, officer, employee, incorporator, stockholder or agent of Iron Mountain or Iron Mountain REIT, as such, shall have any liability for any obligations of Iron Mountain or Iron Mountain REIT under this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Securities of any series.

Section 2.08. PROVISIONS OF SUPPLEMENTAL INDENTURE FOR THE SOLE BENEFIT OF PARTIES AND HOLDERS.

Section 2.09. EXECUTION AS SUPPLEMENTAL INDENTURE.

This Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Base Indenture and, as provided in the Base Indenture, this Supplemental Indenture forms a part thereof.

Section 2.10. RATIFICATION AND INCORPORATION OF INDENTURE.

As supplemented hereby, the Base Indenture is in all respects ratified and confirmed, and the Base Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument.

Section 2.11. TRUSTEE.

The Trustee makes no representations as to the validity or adequacy of this Supplemental Indenture, and it shall not be responsible for any statement or recital herein.

[Remainder of Page Left Blank Intentionally; Signature Page Follows Immediately.]

IN WITNESS WHEREOF, the parties have caused this Second Supplemental Indenture to be duly executed, and attested, all as of the date and year first written above.

IRON MOUNTAIN INCORPORATED


By:	/s/ John P. Lawrence
	Name: John P. Lawrence
	Title: Senior Vice President and Treasurer


IRON MOUNTAIN REIT, INC.


By:	/s/ John P. Lawrence
	Name: John P. Lawrence
	Title: Senior Vice President and Treasurer

GUARANTORS:

IRON MOUNTAIN FULFILLMENT SERVICES, INC.

IRON MOUNTAIN GLOBAL HOLDINGS, INC.

IRON MOUNTAIN HOLDINGS GROUP, INC.

IRON MOUNTAIN INFORMATION MANAGEMENT SERVICES, INC.

IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC.

IRON MOUNTAIN SECURE SHREDDING, INC.

IRON MOUNTAIN US HOLDINGS, INC.

MOUNTAIN RESERVE III, INC.

NETTLEBED ACQUISITION CORP.

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC, and

IRON MOUNTAIN GLOBAL, LLC


By:	/s/ John P. Lawrence
	Name: John P. Lawrence
	Title: Senior Vice President and Treasurer

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee


By:	/s/ Stefan Victory

	Name: Stefan Victory
	Title: Vice President

Exhibit 4.6

IRON MOUNTAIN CANADA OPERATIONS ULC

IRON MOUNTAIN INCORPORATED

IRON MOUNTAIN REIT, INC.

THE GUARANTORS NAMED HEREIN

AND

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

SECOND SUPPLEMENTAL INDENTURE

Dated as of January 20, 2015

SENIOR INDENTURE

Dated as of August 13, 2013

TABLE OF CONTENTS

		Page

ARTICLE 1 Assumption		2

Section 1.01.	Assumption of Obligations	2
Section 1.02.	Successor Corporation Substituted	2

ARTICLE 2 Miscellaneous		2

Section 2.01.	Conflict of Any Provision of Indenture with Trust Indenture Act	2
Section 2.02.	Duplicate Originals	2
Section 2.03.	New York Law to Govern	2
Section 2.04.	No Adverse Interpretation of Other Agreements	2
Section 2.05.	Severability	3
Section 2.06.	Effect of Headings	3
Section 2.07.	No Personal Liability of Directors, Officers, Employees and Stockholders	3
Section 2.08.	Provisions of Supplemental Indenture for the Sole Benefit of Parties and Holders	3
Section 2.09.	Execution as Supplemental Indenture	3
Section 2.10.	Ratification and Incorporation of Indenture	3
Section 2.11.	Trustee	3

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of January 20, 2015 (the “ Second Supplemental Indenture ”), is among IRON MOUNTAIN CANADA OPERATIONS ULC, an unlimited liability company organized and existing under the laws of British Columbia, Canada (the “ Company ”), IRON MOUNTAIN INCORPORATED, a Delaware corporation (“ Iron Mountain ”), , IRON MOUNTAIN REIT, INC., a Delaware corporation and wholly owned subsidiary of Iron Mountain (“ Iron Mountain REIT ”), the Guarantors signatory hereto (the “ Guarantors ”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “ Trustee ”). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Indenture (as defined below).

WITNESSETH THAT:

WHEREAS, Iron Mountain and the Trustee are parties to that certain Senior Indenture, dated as of August 13, 2013 (the “ Base Indenture ” and, as supplemented, amended or modified from time to time, including, without limitation, as supplemented by a supplemental indenture dated as of August 13, 2013, among the Company, Iron Mountain, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the 6.125% CAD Senior Notes due 2021 (the “ Securities ”), as amended from time to time, the “ Indenture ”);

WHEREAS, Section 5.1(b) of the Base Indenture provides that, with respect to Iron Mountain, in the event of a merger, the surviving corporation shall expressly assume by supplemental indenture all of Iron Mountain’s obligations under the Indenture and all the Securities;

WHEREAS, the Merger complies with the other provisions of Section 5.01 of the Base Indenture;

WHEREAS, effective as of 11:59 p.m., Eastern Time, on January 20, 2015 (the “Effective Time”), Iron Mountain will merge pursuant to the Merger Agreement, with Iron Mountain REIT as the surviving corporation (which will be renamed “Iron Mountain Incorporated” simultaneous with or immediately following the Merger);

WHEREAS, this Second Supplemental Indenture has not resulted in a material modification of the Securities for Foreign Account Tax Compliance Act (“ FACTA ”) purposes;

WHEREAS, all acts and requirements necessary to make this Supplemental Indenture, when executed and delivered by the parties hereto, the legal, valid and binding obligation of each of Iron Mountain and Iron Mountain REIT, in accordance with its terms, have been done.

NOW, THEREFORE:

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Securities.

ARTICLE 1
ASSUMPTION

Section 1.01. ASSUMPTION OF OBLIGATIONS.

Section 1.02. SUCCESSOR CORPORATION SUBSTITUTED.

Effective as of the Effective Time, Iron Mountain REIT shall succeed to, and be substituted for (so that from and after the Effective Time, the provisions of the Indenture referring to the “Parent” shall refer instead to Iron Mountain REIT and not to Iron Mountain), and may exercise every right and power of, Iron Mountain under the Indenture with the same effect as if Iron Mountain REIT had been named as the Parent therein.

ARTICLE 2
MISCELLANEOUS

Section 2.01. CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST INDENTURE ACT.

Section 2.02. DUPLICATE ORIGINALS.

Section 2.03. NEW YORK LAW TO GOVERN.

Section 2.04. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

Section 2.05. SEVERABILITY.

Section 2.06. EFFECT OF HEADINGS.

The Article and Section headings in this Supplemental Indenture and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 2.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS.

Section 2.08. PROVISIONS OF SUPPLEMENTAL INDENTURE FOR THE SOLE BENEFIT OF PARTIES AND HOLDERS.

Section 2.09. EXECUTION AS SUPPLEMENTAL INDENTURE.

Section 2.10. RATIFICATION AND INCORPORATION OF INDENTURE.

Section 2.11. TRUSTEE.

The Trustee makes no representations as to the validity or adequacy of this Supplemental Indenture, and it shall not be responsible for any statement or recital herein.

[Remainder of Page Left Blank Intentionally; Signature Page Follows Immediately.]

IN WITNESS WHEREOF, the parties have caused this Second Supplemental Indenture to be duly executed, and attested, all as of the date and year first written above.

IRON MOUNTAIN CANADA OPERATIONS ULC


By:	/s/ John P. Lawrence
	Name: John P. Lawrence
	Title: Senior Vice President and Treasurer


IRON MOUNTAIN INCORPORATED


By:	/s/ John P. Lawrence
	Name: John P. Lawrence
	Title: Senior Vice President and Treasurer


IRON MOUNTAIN REIT, INC.


By:	/s/ John P. Lawrence
	Name: John P. Lawrence
	Title: Senior Vice President and Treasurer

IRON MOUNTAIN FULFILLMENT SERVICES, INC.

IRON MOUNTAIN GLOBAL HOLDINGS, INC.

IRON MOUNTAIN HOLDINGS GROUP, INC.

IRON MOUNTAIN INFORMATION MANAGEMENT SERVICES, INC.

IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC.

IRON MOUNTAIN SECURE SHREDDING, INC.

IRON MOUNTAIN US HOLDINGS, INC.

MOUNTAIN RESERVE III, INC.

NETTLEBED ACQUISITION CORP.

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC, and

IRON MOUNTAIN GLOBAL, LLC


By:	/s/ John P. Lawrence
	Name: John P. Lawrence
	Title: Senior Vice President and Treasurer

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee


By:	/s/ Stefan Victory

	Name: Stefan Victory
	Title: Vice President

Exhibit 4.7

IRON MOUNTAIN EUROPE PLC

IRON MOUNTAIN INCORPORATED

IRON MOUNTAIN REIT, INC.

THE GUARANTORS NAMED HEREIN

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

and

SOCIÉTÉ GÉNÉRALE BANK & TRUST

as Paying Agent, Registrar and Transfer Agent

FIRST SUPPLEMENTAL INDENTURE

Dated as of January 20, 2015

SENIOR INDENTURE

Dated as of September 18, 2014

TABLE OF CONTENTS

		Page

ARTICLE 1 Assumption		2

Section 1.01.	Assumption of Obligations	2
Section 1.02.	Successor Corporation Substituted	2

ARTICLE 2 Miscellaneous		2

Section 2.01.	Conflict of Any Provision of Indenture with Trust Indenture Act	2
Section 2.02.	Duplicate Originals	2
Section 2.03.	New York Law to Govern	2
Section 2.04.	No Adverse Interpretation of Other Agreements	2
Section 2.05.	Severability	2
Section 2.06.	Effect of Headings	3
Section 2.07.	No Personal Liability of Directors, Officers, Employees and Stockholders	3
Section 2.08.	Provisions of Supplemental Indenture for the Sole Benefit of Parties and Holders	3
Section 2.09.	Execution as Supplemental Indenture	3
Section 2.10.	Ratification and Incorporation of Indenture	3
Section 2.11.	Trustee	3

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of January 20, 2015 (the “ First Supplemental Indenture ”), is among IRON MOUNTAIN EUROPE PLC, a public limited company under the laws of England and Wales (the “ Company ”), IRON MOUNTAIN INCORPORATED, a Delaware corporation (“ Iron Mountain ”), IRON MOUNTAIN REIT, INC., a Delaware corporation and wholly owned subsidiary of Iron Mountain (“ Iron Mountain REIT ”), the Guarantors signatory hereto (the “ Guarantors ”) WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (“ Trustee ”), SOCIÉTÉ GÉNÉRALE BANK & TRUST as Paying Agent (the “ Paying Agent ”), Registrar (the “ Registrar ”) and Transfer Agent (the “ Transfer Agent ”). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Indenture (as defined below).

WITNESSETH THAT:

WHEREAS, Iron Mountain, the Trustee and the Paying Agent, Registrar and Transfer Agent are parties to that certain Senior Indenture, dated as of September 18, 2014 (the “ Base Indenture ” and as supplemented, amended or modified from time to time, the “ Indenture ”), relating to the 6.125% GBP Senior Notes due 2022 (the “ Securities ”);

WHEREAS, Section 5.1(2) of the Base Indenture provides that, with respect to Iron Mountain, in the event of a merger, the surviving corporation shall expressly assume by supplemental indenture all of Iron Mountain’s obligations under the Indenture and all the Securities;

WHEREAS, the Merger complies with the other provisions of Section 5.1 of the Base Indenture;

WHEREAS, Iron Mountain has requested that the Trustee, Paying Agent, Registrar and Transfer Agent execute and deliver this Supplemental Indenture and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects; and

WHEREAS, all acts and requirements necessary to make this Supplemental Indenture, when executed and delivered by the parties hereto, the legal, valid and binding obligation of each of Iron Mountain and Iron Mountain REIT, in accordance with its terms, have been done.

NOW, THEREFORE:

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Securities.

ARTICLE 1
ASSUMPTION

Section 1.01. ASSUMPTION OF OBLIGATIONS.

Section 1.02. SUCCESSOR CORPORATION SUBSTITUTED.

Effective as of the Effective Time, Iron Mountain REIT shall succeed to, and be substituted for (so that from and after the Effective Time, the provisions of the Indenture referring to the “Parent” shall refer instead to Iron Mountain REIT and not to Iron Mountain), and may exercise every right and power of, Iron Mountain under the Indenture with the same effect as if Iron Mountain REIT had been named as the Parent therein.

ARTICLE 2
MISCELLANEOUS

Section 2.01. CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST INDENTURE ACT.

Section 2.02. DUPLICATE ORIGINALS.

Section 2.03. NEW YORK LAW TO GOVERN.

Section 2.04. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

Section 2.05. SEVERABILITY.

Section 2.06. EFFECT OF HEADINGS.

The Article and Section headings in this Supplemental Indenture and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 2.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS.

Section 2.08. PROVISIONS OF SUPPLEMENTAL INDENTURE FOR THE SOLE BENEFIT OF PARTIES AND HOLDERS.

Section 2.09. EXECUTION AS SUPPLEMENTAL INDENTURE.

Section 2.10. RATIFICATION AND INCORPORATION OF INDENTURE.

Section 2.11. TRUSTEE.

The Trustee makes no representations as to the validity or adequacy of this Supplemental Indenture, and it shall not be responsible for any statement or recital herein.

[Remainder of Page Left Blank Intentionally; Signature Page Follows Immediately.]

IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly executed, and attested, all as of the date and year first written above.

IRON MOUNTAIN EUROPE PLC


By:	/s/ Roderick Day
	Name: Roderick Day
	Title: Director


IRON MOUNTAIN INCORPORATED


By:	/s/ John P. Lawrence
	Name: John P. Lawrence
	Title: Senior Vice President and Treasurer


IRON MOUNTAIN REIT, INC.


By:	/s/ John P. Lawrence
	Name: John P. Lawrence
	Title: Senior Vice President and Treasurer

IRON MOUNTAIN FULFILLMENT SERVICES, INC.

IRON MOUNTAIN GLOBAL HOLDINGS, INC.

IRON MOUNTAIN HOLDINGS GROUP, INC.

IRON MOUNTAIN INFORMATION MANAGEMENT SERVICES, INC.

IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC.

IRON MOUNTAIN SECURE SHREDDING, INC.

IRON MOUNTAIN US HOLDINGS, INC.

MOUNTAIN RESERVE III, INC.

NETTLEBED ACQUISITION CORP.

IRON MOUNTAIN INFORMATION MANAGEMENT, LLC, and

IRON MOUNTAIN GLOBAL, LLC


By:	/s/ John P. Lawrence
	Name: John P. Lawrence
	Title: Senior Vice President and Treasurer

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee


By:	/s/ Stefan Victory

	Name: Stefan Victory
	Title: Vice President

SOCIÉTÉ GÉNÉRALE BANK & TRUST, as Paying Agent, Registrar and Transfer Agent


By:	/s/ Benoît Willers

	Name: Benoît Willers
	Title: Head of Custody and Issuer Services

Exhibit 4.8

SECOND AMENDMENT TO

REIT STATUS PROTECTION RIGHTS AGREEMENT

This SECOND AMENDMENT TO REIT STATUS PROTECTION RIGHTS AGREEMENT (the “ Amendment ”) dated as of January 20, 2015, is by and between Iron Mountain Incorporated, a Delaware corporation (the “ Company ”), and Computershare Inc., a Delaware corporation, as Rights Agent (the “ Rights Agent ”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the REIT Status Protection Rights Agreement, dated as of December 9, 2013 (the “ Agreement ”).

WHEREAS, the Company and the Rights Agent are parties to the Agreement;

WHEREAS, subject to certain limited exceptions, Section 26 of the Agreement provides that the Company may, in its sole and absolute discretion, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of the Agreement in any respect without the approval of the holders of the Rights;

WHEREAS, this Amendment is permitted by and is made in compliance with the terms of Section 26 of the Agreement; and

WHEREAS, pursuant to Section 26 of the Agreement, the Company hereby directs that the Agreement shall be amended as set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows:

1. Clause (i) of Section 7.1 of the Agreement is hereby replaced in its entirety to read as follows:

“(i) 11:59 p.m., Eastern Time, on January 20, 2015 (the “Final Expiration Date” ),”

2. The first sentence of the capitalized introductory language in the Form of Right Certificate, attached to the Agreement as Exhibit B, is hereby replaced in its entirety to read as follows:

“NOT EXERCISABLE AFTER 11:59 P.M., EASTERN TIME, ON JANUARY 20, 2015 OR EARLIER IF NOTICE OF REDEMPTION OR EXCHANGE IS GIVEN, OR IF THE EXPIRATION DATE HAS OCCURRED (AS DEFINED IN SECTION 7.1 OF THE AGREEMENT).”

3. The second sentence of the fifth paragraph in the Summary of Rights to Purchase Preferred Shares, attached to the Agreement as Exhibit C, is hereby replaced in its entirety to read as follows:

“The Rights will expire at 11:59 p.m., Eastern Time, on January 20, 2015, unless they earlier expire in accordance with Section 7.1 of the Agreement, subject to the Company’s right to extend such date (the “ Final Expiration Date ”), unless earlier redeemed or exchanged by the Company or terminated.”

4. This Amendment shall be effective as of the day and year first above written. Except as amended hereby, and as so amended, the Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.

5. The officer of the Company executing this Amendment hereby certifies to the Rights Agent that the amendments and supplements to the Agreement set forth in this Amendment are in compliance with the terms of Section 26 of the Agreement, and the certification contained in this paragraph 5 shall constitute the certification required by Section 26 of the Agreement.

6. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by, and construed in accordance with, the laws of such State applicable to contracts made and to be performed entirely within such State.

7. This Amendment may be executed in separate counterparts, each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument.

[ Remainder of Page Left Blank Intentionally; Signature Page Follows Immediately. ]

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to REIT Status Protection Rights Agreement to be executed by their duly authorized officers as of the day and year first above written.

IRON MOUNTAIN INCORPORATED		COMPUTERSHARE, INC.


/s/ Ernest W. Cloutier		/s/ Dennis V. Moccia
Name: Ernest W. Coutier		Name: Dennis V. Moccia
Title: EVP, U.S. Federal, Security &		Title: Manager, Contract Administration
Legal

[Signature Page to Second Amendment to REIT Status Protection Rights Agreement]

Exhibit 10.1

ASSUMPTION AND AFFIRMATION AGREEMENT

ASSUMPTION AND AFFIRMATION AGREEMENT, dated as of January 20, 2015 (this “ Agreement ”) made by each of the signatories hereto.

R E C I T A L S

1. Reference is made 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. Unless otherwise defined herein, capitalized terms used herein and not defined herein shall have the meaning ascribed to them in such Credit Agreement.

2. Effective as of 11:59 p.m. Eastern Time on January 20, 2015, Parent will merge with (the “ REIT Merger ”) and into Iron Mountain REIT, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ IMI REIT ”), with IMI REIT surviving as the Successor Parent (which will be renamed “Iron Mountain Incorporated” simultaneous with or immediately following the REIT Merger).

3. This Agreement is being delivered pursuant to Section 9.12(viii) of the Credit Agreement.

ASSUMPTION AND AFFIRMATION

4. Assumption . By executing and delivering this Agreement, IMI REIT hereby agrees to become a party to the Credit Agreement and the other Basic Documents as Parent, Borrower and Obligor thereunder with the same force and effect as if originally named therein as Parent and, without limiting the generality of the foregoing, hereby expressly irrevocably and unconditionally assumes all obligations, liabilities and indebtedness of Parent under the Credit Agreement and the other Basic Documents.

5. Affirmation . By executing and delivering this Agreement, 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 REIT Merger;

(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 REIT Merger, 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; and

(d) no Default has occurred or is continuing at the time of the REIT Merger.

4. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

5. This Agreement 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 Agreement 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


		/s/ John P. Lawrence
		Name: John P. Lawrence
		Title: Senior Vice President and Treasurer


	IRON MOUNTAIN REIT, INC.


		/s/ John P. Lawrence
		Name: John P. Lawrence
		Title: Senior Vice President and Treasurer