EXHIBIT 10(h)(ii)
SECOND AMENDMENT AND CONSENT, dated as of April 3, 1998 (this "Amendment
---------
and Consent"), to the Amended and Restated Credit Agreement, dated as of August
-----------
12, 1997 (as the same may be amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among XXXXXX XXXXX CORP., a Pennsylvania
----------------
corporation (the "Company"), XXXXXX XXXXX COMMAND COMPANY, a company organized
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and existing under the laws of the Province of Nova Scotia (the "Canadian
--------
Borrower" and, together with the Company, the "Borrowers"), the several banks
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and other financial institutions from time to time parties thereto (the
"Lenders"), Canadian Imperial Bank of Commerce, New York Agency, as US
-------
Administrative Agent for the US$ Lenders thereunder, and Canadian Imperial Bank
of Commerce, as Canadian Administrative Agent for the C$ Lenders thereunder.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make
certain loans and other extensions of credit to the Borrowers; and
WHEREAS, the Borrowers have requested, and, upon this Amendment and Consent
becoming effective, the Lenders have agreed, that certain provisions of the
Credit Agreement be modified in the manner provided for in this Amendment and
Consent;
NOW, THEREFORE, the parties hereto hereby agree as follows:
I. Defined Terms. Terms defined in the Credit Agreement and used herein
-------------
shall have the meanings given to them in the Credit Agreement.
II. Amendments to Credit Agreement.
------------------------------
1. Amendments to Subsection 1.1 of the Credit Agreement. Subsection 1.1
----------------------------------------------------
of the Credit Agreement is hereby amended by adding thereto the following
definitions in their appropriate alphabetical order:
"1998 Senior Notes": the Senior Notes due 2008 of the Canadian
-----------------
Borrower in an aggregate original principal amount of US$135,000,000 to be
issued pursuant to the 1998 Senior Notes Indenture, as the same may be
amended, supplemented or otherwise modified from time to time in accordance
with subsection 8.11(b) or (c).
"1998 Senior Notes Indenture": the Senior Notes Indenture, proposed
---------------------------
to be entered into between the Canadian Borrower, the Company and The Bank
of New York, as trustee, during April 1998 substantially on the terms and
conditions described in the Preliminary Offering Memorandum for the 1998
Senior Notes dated March 26,
1998, copies of which have been delivered to the Lenders, as such Indenture
may be amended, supplemented or otherwise modified in accordance with
subsection 8.11(b) or (c).
2. Amendment to Subsection 8.4 of the Credit Agreement. Subsection 8.4
---------------------------------------------------
of the Credit Agreement is hereby amended (1) by deleting the word "and" at the
end of paragraph (e) thereof, (2) by deleting the period at the end of paragraph
(f) thereof and substituting in lieu thereof "; and" and (3) by adding thereto
the following paragraph:
(g) Indebtedness evidenced by the 1998 Senior Notes and guarantees
thereof and subordinated guarantees relating to Indebtedness evidenced by the
1996 Senior Subordinated Notes and the 1997 Senior Subordinated Notes, which
guarantees shall be in the forms provided in the 1996 Senior Subordinated Notes
Indenture and the 1997 Senior Subordinated Notes Indenture, respectively.
3. Amendment to Subsection 8.11(c) of the Credit Agreement. Subsection
-------------------------------------------------------
8.11(c) of the Credit Agreement is hereby amended by deleting said subsection in
its entirety and substituting in lieu thereof the following:
"(c) amend or modify, or permit the amendment or modification of, any
of the terms and conditions of the 1996 Senior Subordinated Notes
Indenture, the 1997 Senior Subordinated Notes Indenture, the 1998 Senior
Notes Indenture, the 1996 Senior Subordinated Notes, the 1997 Senior
Subordinated Notes or the 1998 Senior Notes (other than (i) as permitted by
clause (b) above and (ii) those that would relax any restriction on the
Company or the Canadian Borrower, as the case may be, imposed thereby and
would not have an adverse effect upon the Lenders); or"
4. Amendment to Subsection 8.14 of the Credit Agreement. Subsection 8.14
----------------------------------------------------
of the Credit Agreement is hereby amended (1) by deleting the period at the end
thereof and (2) by adding thereto the following:
", and the Canadian Borrower will not, without the prior written
consent of the Required Lenders, designate any Indebtedness as "Designated
Senior Indebtedness" within the meaning of such term as used in the 1998
Senior Notes Indenture."
III. Consents.
--------
1. Consent to Archivex Acquisition. The Required Lenders hereby consent,
-------------------------------
in accordance with paragraph (d) of the proviso contained in the definition of
"Permitted Acquisition" in subsection 1.1 of the Credit Agreement, to the
acquisition (the "Archivex Acquisition") of substantially all of the assets of
--------------------
Archivex Inc., a Canadian records storage company pursuant to the Asset Purchase
Agreement made as of February 4, 1998 between Archivex, Inc., the Canadian
Borrower and the other parties thereto, and substantially on the terms and
conditions described in the Preliminary Offering Memorandum for the 1998 Senior
Notes dated March 26, 1998, copies of which have been delivered to the Lenders,
and such Lenders further agree that the Archivex Acquisition, as so described,
constitutes a "Permitted
Acquisition" under the Credit Agreement; provided, however, that in connection
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therewith, each Subsidiary of the Company or the Canadian Borrower, as the case
may be, to which shall be transferred any of the assets acquired pursuant to the
Archivex Acquisition, shall execute and deliver, as soon as practicable
following the consummation of the Archivex Acquisition, any and all documents
(including, without limitation, resolutions, incumbency certificates and legal
opinions) as the relevant Administrative Agent shall reasonably request, and
shall take such other action as shall be reasonably necessary or as the relevant
Administrative Agent shall reasonably request (including, without limitation,
the filing of any necessary Uniform Commercial Code or PPSA financing
statements) so that each such Subsidiary shall: (1) guarantee the obligations of
the Canadian Borrower under the Credit Agreement and the Loan Documents and (2)
create in favor of the Canadian Administrative Agent, for the ratable benefit of
the Canadian Lenders, a Lien on substantially all of its assets to secure its
obligations under the guarantee referred to in (1) above.
2. Consent to Re-Set 1998 Acquisition Basket. The Required Lenders
-----------------------------------------
hereby consent that, in connection with all calculations of the $85,00,000
limitation contained in paragraph (e)(y) of the proviso of the definition of
"Permitted Acquisition" in subsection 1.1 of the Credit Agreement in connection
with acquisitions proposed to be made during the period from the date hereof to
and including December 31, 1998, the Archivex Acquisition and all other
acquisitions completed during the period from January 1, 1998 through the date
hereof shall be disregarded.
IV. Conditions to Effectiveness. This Amendment and Consent shall
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become effective on the date (the "Amendment and Consent Effective Date") on
------------------------------------
which the Borrowers, each of the Guarantors, the US Administrative Agent, the
Canadian Administrative Agent and each of the Required Lenders shall have
executed and delivered to the US Administrative Agent this Amendment and
Consent.
V. General.
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1. Representation and Warranties. To induce the Administrative Agents
-----------------------------
and the Lenders to enter into this Amendment and Consent, the Company hereby
represents and warrants to the Administrative Agents and each of the Lenders as
of the Amendment and Consent Effective Date that:
(a) Corporate Power; Authorization; Enforceable Obligations.
-------------------------------------------------------
(i) Each Borrower has the corporate power and authority, and the legal
right, to make and deliver this Amendment and Consent and to perform
the Loan Documents, as amended by this Amendment and Consent, and has
taken all necessary corporate action to authorize the execution,
delivery and performance of this Amendment and Consent and the
performance of the Loan Documents, as so amended.
(ii) No consent or authorization of, approval by, notice to, filing
with or other act by or in respect of, any Governmental Authority or
any other Person
is required in connection with the execution and delivery of this
Amendment and Consent or with the performance, validity or
enforceability of the Loan Documents, as amended by this Amendment and
Consent.
(iii) This Amendment and Consent has been duly executed and delivered
on behalf of each Borrower.
(iv) Each of this Amendment and Consent and each Loan Document, as
amended by this Amendment and Consent, constitutes a legal, valid and
binding obligation of each Borrower enforceable against such Borrower
in accordance with its terms, except as affected by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting the enforcement of
creditors' rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied
covenant of good faith and fair dealing.
(b) No Legal Bar. The execution, delivery and performance of this
------------
Amendment and Consent and the performance of the Loan Documents, as amended
by this Amendment and Consent, will not violate any Requirement of Law or
Contractual Obligation of each Borrower or of any of its Subsidiaries and
will not result in, or require, the creation or imposition of any Lien on
any of its or their respective properties or revenues pursuant to any such
Requirement of Law or Contractual Obligation.
(c) Representations and Warranties. The representations and warranties
------------------------------
made by the Company in the Loan Documents are true and correct in all
material respects on and as of the Amendment and Consent Effective Date,
before and after giving effect to the effectiveness of this Amendment and
Consent, as if made on and as of the Amendment and Consent Effective Date
(other than any representations and warranties made as of a specific date,
which continue to be true and correct in all material respects as of such
date).
2. Payment of Expenses. The Company agrees to pay or reimburse the
-------------------
Administrative Agents for all of their reasonable out-of-pocket costs and
expenses incurred in connection with this Amendment and Consent, any other
documents prepared in connection herewith and the transactions contemplated
hereby, including, without limitation, the reasonable fees and disbursements of
counsel to the US Administrative Agent and the Canadian Administrative Agent.
3. No Other Amendment and Consents; Confirmation. Except as expressly
---------------------------------------------
amended, modified and supplemented hereby, the provisions of the Credit
Agreement and the other Loan Documents are and shall remain in full force and
effect.
4. Governing Law; Counterparts.
---------------------------
(a) This Amendment and Consent and the rights and obligations of the
parties hereto shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York.
(b) This Amendment and Consent may be executed by one or more of the
parties to this Agreement on any number of separate counterparts, and all
of said counterparts taken together shall be deemed to constitute one and
the same instrument. A set of the copies of this Amendment and Consent
signed by all the parties shall be lodged with each of the Company and the
US Administrative Agent. This Amendment and Consent may be delivered by
facsimile transmission of the relevant signature pages hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Consent to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.
XXXXXX XXXXX CORP.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------
Title: Vice President
XXXXXX XXXXX COMMAND COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------
Title: Vice President
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY,
as US Administrative Agent and as a US$ Lender
By: /s/ Xxxxx Xxxxxxx
-------------------
Title: Executive Director, CIBC Xxxxxxxxxxx
Corp., AS AGENT
CANADIAN IMPERIAL BANK OF COMMERCE
as Canadian Administrative Agent and as a C$ Lender
By: /s/ Xxxxx Xxxxxxx
------------------
Title: Executive Director, CIBC Xxxxxxxxxxx
Corp., AS AGENT
BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION
as a Lender
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------
Title: Vice President
BANK OF AMERICA CANADA
as a Lender
By: /s/ Xxxxxxx X. Xxxx
---------------------
Title: Vice President
CORESTATES BANK, N.A.
as a Lender
By:/s/ Xxxx X Xxxxxxx
--------------------
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
as a Lender
By: /s/ Xxxxxxxx Xxxxx
--------------------
Title: First Vice President - Manager
FLEET NATIONAL BANK
as Documentation Agent and as Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Title: Senior Vice President
THE FIRST NATIONAL BANK OF MARYLAND
as a Lender
By: /s/ Xxxx X. Xxxxx
-------------------
Title: Vice President
XXXXXX FINANCIAL
as a Lender
By: /s/ Xxxxxxx Xxxxx
-------------------
Title: Vice President
ROYAL BANK OF CANADA
as a Lender
By: /s/ Xxxxxxxxx X. Xxxxxxxxx
----------------------------
Title: Senior Account Manager
STATE STREET BANK AND TRUST COMPANY
as a Lender
By: /s/ Xxxxxxxx X. Xxxx, Xx.
---------------------------
Title: Vice President
THE BANK OF NEW YORK
as a Lender
By: /s/ Xxxxx X. Xxxxxx
---------------------
Title: Vice President
ACKNOWLEDGEMENT AND CONSENT
Each of the undersigned, as a Guarantor under that certain Amended and
Restated US Global Guarantee and Security Agreement, dated as of August 12,
1997, made by each of such Guarantors in favor of the US Administrative Agent,
hereby acknowledges and consents to the execution and delivery of this Amendment
and Consent to which this Acknowledgement and Consent is attached and hereby
reaffirms its obligations as a Guarantor under said US Global Guarantee and
Security Agreement.
XXXXXX XXXXX CORP.
XXXXXX MARYLAND, LLC
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Title: Vice President
PLC COMMAND I, INC.
PLC COMMAND II, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Title: Assistant Secretary
PLC COMMAND I, L.P.
By PLC Command I, Inc., as its general partner
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Title: Assistant Secretary
PLC COMMAND II, L.P.
By PLC Command II, Inc., as its general partner
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Title: Assistant Secretary
MONARCH BOX, INC.
ADVANCED BOX, INC.
By: /s/ Xxxx X. Xxxxxxxxxxx
-----------------------
Title: President
CONFORMED COPY
THIRD AMENDMENT, dated as of May 1, 1998 (this "Amendment"), to the Amended
---------
and Restated Credit Agreement, dated as of August 12, 1997 (as the same may be
amended, supplemented or otherwise modified from time to time, the "Credit
------
Agreement"), among XXXXXX XXXXX CORP., a Pennsylvania corporation (the
---------
"Company"), XXXXXX XXXXX COMMAND COMPANY, a company organized and existing under
-------
the laws of the Province of Nova Scotia (the "Canadian Borrower" and, together
-----------------
with the Company, the "Borrowers"), the several banks and other financial
---------
institutions from time to time parties thereto (the "Lenders"), Canadian
-------
Imperial Bank of Commerce, New York Agency, as US Administrative Agent for the
US$ Lenders thereunder, and Canadian Imperial Bank of Commerce, as Canadian
Administrative Agent for the C$ Lenders thereunder.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make
certain loans and other extensions of credit to the Borrowers; and
WHEREAS, the Borrowers have requested, and, upon this Amendment becoming
effective, the Lenders have agreed, that certain provisions of the Credit
Agreement be modified in the manner provided for in this Amendment;
NOW, THEREFORE, the parties hereto hereby agree as follows:
I. Defined Terms. Terms defined in the Credit Agreement and used herein
-------------
shall have the meanings given to them in the Credit Agreement.
II. Amendment to Section 11 of the Credit Agreement. Section 11 of the
-----------------------------------------------
Credit Agreement is hereby amended by adding thereto the following
subsection:
"11.19 Authorization for Quebec Security. For greater certainty, and
---------------------------------
without limiting the powers of the Canadian Administrative Agent hereunder
or under any of the Canadian Security Documents, each Canadian Subsidiary
of the Borrower hereby acknowledges that the Canadian Administrative Agent
shall, for purposes of holding any security granted by such Canadian
Subsidiary of the Borrower on its property pursuant to the laws of the
Province of Quebec, be the holder of an irrevocable power of attorney
(within the meaning of the Civil Code of Quebec) for all present and future
C$ Lenders, and in particular for all present and future holders of any
debenture executed and delivered by any Canadian Subsidiary of the
Borrower. Each of the C$ Lenders hereby irrevocably constitutes, to the
extent necessary, the Canadian Administrative Agent as the holder of an
irrevocable power of attorney (within the meaning of the Civil Code of
Quebec) in order to hold security granted by any Canadian Subsidiary of the
Borrower in the Province of Quebec. Any Assignee of C$
Loans shall be deemed to have confirmed and ratified the constitution of
the Canadian Administrative Agent as the holder of such irrevocable power
of attorney by execution of the relevant Assignment and Acceptance
substantially in the form of Exhibit G. Notwithstanding the provisions of
Section 32 of the Special Corporate Powers Act (Quebec), the Canadian
Administrative Agent may acquire and be the holder of any debenture issued
by any Canadian Subsidiary of the Borrower as contemplated under any of the
Canadian Security Documents at any time and from time to time. Each
Canadian Subsidiary of the Borrower hereby acknowledges that any such
debenture constitutes a title of indebtedness, as such term is used in
Article 2692 of the Civil Code of Quebec."
III. Conditions to Effectiveness. This Amendment shall become effective
---- ---------------------------
on the date (the "Amendment Effective Date") on which the Borrowers, each of the
------------------------
Guarantors, the US Administrative Agent, the Canadian Administrative Agent and
each of the Required Lenders shall have executed and delivered to the US
Administrative Agent this Amendment.
IV. General.
-------
1. Representation and Warranties. To induce the Administrative Agents
-----------------------------
and the Lenders to enter into this Amendment, the Company hereby represents and
warrants to the Administrative Agents and each of the Lenders as of the
Amendment Effective Date that:
(a) Corporate Power; Authorization; Enforceable Obligations.
-------------------------------------------------------
(i) Each Borrower has the corporate power and authority, and the legal
right, to make and deliver this Amendment and to perform the Loan
Documents, as amended by this Amendment, and has taken all necessary
corporate action to authorize the execution, delivery and performance
of this Amendment and the performance of the Loan Documents, as so
amended.
(ii) No consent or authorization of, approval by, notice to, filing
with or other act by or in respect of, any Governmental Authority or
any other Person is required in connection with the execution and
delivery of this Amendment or with the performance, validity or
enforceability of the Loan Documents, as amended by this Amendment.
(iii) This Amendment has been duly executed and delivered on behalf
of each Borrower.
(iv) Each of this Amendment and each Loan Document, as amended by this
Amendment, constitutes a legal, valid and binding obligation of each
Borrower enforceable against such Borrower in accordance with its
terms, except as affected by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating
to or affecting the enforcement of creditors' rights generally,
general equitable principles (whether considered in a
proceeding in equity or at law) and an implied covenant of good faith
and fair dealing.
(b) No Legal Bar. The execution, delivery and performance of this
------------
Amendment and the performance of the Loan Documents, as amended by this
Amendment, will not violate any Requirement of Law or Contractual
Obligation of each Borrower or of any of its respective Subsidiaries and
will not result in, or require, the creation or imposition of any Lien on
any of its or their respective properties or revenues pursuant to any such
Requirement of Law or Contractual Obligation.
(c) Representations and Warranties. The representations and warranties
------------------------------
made by the Company in the Loan Documents are true and correct in all
material respects on and as of the Amendment Effective Date, before and
after giving effect to the effectiveness of this Amendment, as if made on
and as of the Amendment Effective Date (other than any representations and
warranties made as of a specific date, which continue to be true and
correct in all material respects as of such date).
2. Payment of Expenses. The Company agrees to pay or reimburse the
-------------------
Administrative Agents for all of their reasonable out-of-pocket costs and
expenses incurred in connection with this Amendment, any other documents
prepared in connection herewith and the transactions contemplated hereby,
including, without limitation, the reasonable fees and disbursements of counsel
to the US Administrative Agent and the Canadian Administrative Agent.
3. No Other Amendment; Confirmation. Except as expressly amended,
--------------------------------
modified and supplemented hereby, the provisions of the Credit Agreement and the
other Loan Documents are and shall remain in full force and effect.
4. Governing Law; Counterparts.
---------------------------
(a) This Amendment and the rights and obligations of the parties hereto
shall be governed by, and construed and interpreted in accordance with, the
laws of the State of New York.
(b) This Amendment may be executed by one or more of the parties to this
Agreement on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with each of the Company and the US Administrative Agent.
This Amendment may be delivered by facsimile transmission of the relevant
signature pages hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
XXXXXX XXXXX CORP.
By:/s/ Xxxxxx X. Xxxxxxx
-----------------------
Title: Vice President
XXXXXX XXXXX COMMAND COMPANY
By:/s/ Xxxxxx X. Xxxxxxx
-----------------------
Title: Vice President
CANADIAN IMPERIAL BANK OF COMMERCE,
NEW YORK AGENCY,
as US Administrative Agent and as a US$ Lender
By:/s/ Xxxxx Xxxxxxx
-------------------
Title: Executive Director, CIBC Xxxxxxxxxxx
Corp., AS AGENT
CANADIAN IMPERIAL BANK OF COMMERCE
as Canadian Administrative Agent and as a C$ Lender
By:/s/ Xxxxx Xxxxxxx
-------------------
Title: Executive Director, CIBC Xxxxxxxxxxx
Corp., AS AGENT
BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION
as a US$ Lender
By:/s/ Xxxxxxxx X. Xxxxx
------------------------
Title: Vice President
BANK OF AMERICA CANADA
as a C$ Lender
By:/s/ Xxxxxxx X. Xxxx
---------------------
Title: Vice President
CORESTATES BANK, N.A.
as a US$ Lender
By:/s/ Xxxx X Xxxxxxx
--------------------
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
as a US$ Lender
By:/s/ Xxxxxxxx Xxxxx
-------------------
Title: First Vice President - Manager
FLEET NATIONAL BANK
as Documentation Agent and as US$ Lender
By:/s/ Xxxxxx X. Xxxxxxx
------------------------
Title: Assistant Vice President
THE FIRST NATIONAL BANK OF MARYLAND
as a US$ Lender
By:/s/ Xxxx X. Xxxxx
-------------------
Title: Vice President
XXXXXX FINANCIAL
as a US$ Lender
By:/s/ Xxxxxxx Xxxxx
-------------------
Title: Vice President
ROYAL BANK OF CANADA
as a C$ Lender
By:/s/ Xxxxxxxxx X. Xxxxxxxxx
----------------------------
Title: Senior Account Manager
STATE STREET BANK AND TRUST COMPANY
as a US$ Lender
By:/s/ Xxxxxxxx X. Xxxx, Xx.
---------------------------
Title: Vice President
THE BANK OF NEW YORK
as a US$ Lender
By:/s/ Xxxxx X. Xxxxxx
---------------------
Title: Vice President
ACKNOWLEDGEMENT AND CONSENT
Each of the undersigned, as a Guarantor under that certain Amended and
Restated US Global Guarantee and Security Agreement, dated as of August 12,
1997, made by each of such Guarantors in favor of the US Administrative Agent,
hereby acknowledges and consents to the execution and delivery of this Amendment
to which this Acknowledgement and Consent is attached and hereby reaffirms its
obligations as a Guarantor under said US Global Guarantee and Security
Agreement.
XXXXXX XXXXX CORP.
XXXXXX MARYLAND, LLC
By:/s/ Xxxxxx X. Xxxxxxx
---------------------
Title: Vice President
PLC COMMAND I, INC.
PLC COMMAND II, INC.
By:/s/ Xxxxxx X. Xxxxxxx
---------------------
Title: Assistant Secretary
PLC COMMAND I, L.P.
By PLC Command I, Inc., as its general partner
By:/s/ Xxxxxx X. Xxxxxxx
---------------------
Title: Assistant Secretary
PLC COMMAND II, L.P.
By PLC Command II, Inc., as its general partner
By:/s/ Xxxxxx X. Xxxxxxx
---------------------
Title: Assistant Secretary
MONARCH BOX, INC.
ADVANCED BOX, INC.
By:/s/ Xxxx X. Xxxxxxxxxxx
-----------------------
Title: President
ACKNOWLEDGEMENT AND CONSENT
The undersigned, as Guarantor under that certain Guarantee, dated as
of April 7, 1998, and as Assignor under that certain Security Agreement, dated
as of April 7, 1998, each made by the undersigned in favor of the Canadian
Administrative Agent and the C$ Lenders, hereby acknowledges and consents to the
execution and delivery of this Amendment to which this Acknowledgement and
Consent is attached and hereby reaffirms its obligations as Guarantor under said
Guarantee and as Assignor under said Security Agreement. The undersigned
further acknowledges and consents to the provisions of Subsection 11.19 of the
Credit Agreement, as amended by this Amendment, and agrees to be bound by the
terms thereof and to comply with such terms insofar as such terms are applicable
to the undersigned.
ARCHIVEX LIMITED
By:/s/ Xxxxxx X. Xxxxxxx
---------------------
Title: Vice President
