JOINDER TO AGREEMENT AND PLAN OF MERGER
This Joinder to Agreement and Plan of Merger (this "Agreement") is made and
entered into as of October 31, 1997 by and among Iron Mountain Incorporated, a
Delaware corporation ("Acquiror"), IM-3 Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Acquiror ("IM-3"), HIMSCORP, Inc.,
a Delaware corporation (the "Company"), and Iron Mountain Records Management,
Inc., a Delaware corporation and a wholly owned subsidiary of Acquiror ("IMRM").
WHEREAS, Acquiror, IM-3 and the Company are parties to that certain
Agreement and Plan of Merger dated as of September 17, 1997 (the "Merger
Agreement"); and
WHEREAS, in accordance with the terms of the Merger Agreement, Acquiror and
IMRM desire to substitute IMRM for IM-3 as the party to the Merger (this and
other capitalized terms used herein without definition are used with the
meanings given to such terms in the Merger Agreement) under the Merger
Agreement.
NOW, THEREFORE, in consideration of the recitals, the mutual covenants and
agreements herein contained, and other valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, do hereby covenant and agree as follows:
1. IMRM hereby (i) joins in and becomes party to the Merger Agreement as
the party to the Merger thereunder in place of IM-3 and (ii) agrees to be bound
by and to perform all obligations of IM-3 under the Merger Agreement, and to be
deemed to be "Acquiror Merger Subsidiary" for all purposes thereunder.
2. Acquiror, the Company and IM-3 hereby consent to the foregoing joinder
and hereby agree that (i) IM-3 shall cease to be "Acquiror Merger Subsidiary"
for all purposes under the Merger Agreement and (ii) IMRM shall be deemed to be
"Acquiror Merger Subsidiary" for all purposes under the Merger Agreement.
5. Except to the extent specifically supplemented hereby, the provisions of
the Merger Agreement shall remain unmodified. The Merger Agreement, as
supplemented hereby, is confirmed as being in full force and effect. This
Agreement may be executed in any number of counterparts, which together shall
constitute one instrument, shall be governed by and construed in accordance with
the laws (other than the conflict of laws rules) of the Commonwealth of
Massachusetts and shall bind and inure to the benefit of the parties hereto and
their respective permitted successors and assigns.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first above written.
IRON MOUNTAIN INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
IM-3 ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
HIMSCORP, INC.
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: President
IRON MOUNTAIN RECORDS MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
