JOINDER AGREEMENT
EXHIBIT 10.20
THIS JOINDER AGREEMENT (the “Agreement”) dated as of January 26, 2011 is by and
between iArchives, Inc., a Utah corporation (the “New Subsidiary”), and Bank of America,
N.A., in its capacity as Administrative Agent under that certain Credit Agreement dated as of
September 9, 2010 (as amended, modified, supplemented or extended from time to time, the
“Credit Agreement”) among Xxxxxxxx.xxx Operations Inc., a Delaware corporation (the
“Borrower”), the Guarantors, the Lenders from time to time party thereto and Bank of
America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement.
The Loan Parties are required by Section 7.12 of the Credit Agreement to cause the New
Subsidiary to become a “Guarantor” thereunder. Accordingly, the New Subsidiary hereby agrees as
follows with the Administrative Agent, for the benefit of the holders of the Obligations:
1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this
Agreement, the New Subsidiary will be deemed to be a party to the Credit Agreement and a
“Guarantor” for all purposes of the Credit Agreement, and shall have all of the obligations of a
Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby
ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and
conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the
generality of the foregoing terms of this paragraph 1, the New Subsidiary hereby jointly and
severally together with the other Guarantors, guarantees to each Lender and the Administrative
Agent, as provided in Article IV of the Credit Agreement, the prompt payment and
performance of the Obligations in full when due (whether at stated maturity, as a mandatory
prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof.
2. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this
Agreement, the New Subsidiary will be deemed to be a party to the Security Agreement and a
“Grantor” for all purposes of the Security Agreement, and shall have all the obligations of a
Grantor thereunder as if it had executed the Security Agreement. The New Subsidiary hereby
ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and
conditions contained in the Security Agreement. Without limiting the generality of the foregoing
terms of this paragraph 2, the New Subsidiary hereby grants to the Administrative Agent, for the
benefit of the holders of the Obligations, a continuing security interest in, and a right of set
off against, any and all right, title and interest of the New Subsidiary in and to the Collateral
(as defined in the Security Agreement) of the New Subsidiary to secure the prompt payment and
performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or
otherwise, of the Secured Obligations (as defined in the Security Agreement).
3. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this
Agreement, the New Subsidiary will be deemed to be a party to the Pledge Agreement and a “Pledgor”
for all purposes of the Pledge Agreement, and shall have all the obligations of a Pledgor
thereunder as if it had executed the Pledge Agreement. The New Subsidiary hereby ratifies, as of
the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained
in the Pledge Agreement. Without limiting the generality of the foregoing terms of this paragraph
3, the New Subsidiary hereby grants, pledges and assigns to the Administrative Agent, for the
benefit of the holders of the Obligations, a continuing security interest in any and all right,
title and interest of the New Subsidiary in and to the Equity Interests identified on Schedule
6 hereto and all other Pledged Collateral (as defined in the Pledge Agreement) of the New
Subsidiary to secure the prompt payment and performance in full when due, whether by lapse of time,
acceleration, mandatory prepayment or otherwise, of the Secured Obligations (as defined in the
Pledge Agreement).
4. The New Subsidiary hereby represents and warrants to the Administrative Agent and the
Lenders that:
(a) The New Subsidiary’s exact legal name and state of formation are as set forth on
the signature pages hereto.
(b) The New Subsidiary’s taxpayer identification number and organization number are set
forth on Schedule 1 hereto.
(c) Other than as set forth on Schedule 2 hereto, the New Subsidiary has not
changed its legal name, changed its state of formation, been party to a merger,
consolidation or other change in structure in the five years preceding the date hereof.
(d) Schedule 3 hereto includes all of the IP Rights registered or pending
registration with the United States Copyright Office or the United States Patent and
Trademark Office and owned by the New Subsidiary as of the date hereof. None of the IP
Rights of the New Subsidiary set forth in Schedule 3 hereto is subject to any
licensing agreement or similar arrangement, except as set forth on Schedule 3
hereto.
(e) Schedule 4 hereto includes all Commercial Tort Claims asserted in any
judicial action before any Governmental Authority by or in favor of the New Subsidiary as of
the date hereof.
(f) Schedule 5 hereto lists all real property located in the United States that
is owned or leased by the New Subsidiary as of the date hereof.
(g) Schedule 6 hereto lists each Subsidiary of the New Subsidiary, together
with (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests
outstanding, (iii) the certificate number(s) of the certificates evidencing such Equity
Interests and number and percentage of outstanding shares of each class owned by the New
Subsidiary (directly or indirectly) of such Equity Interests and (iv) number and effect, if
exercised, of all outstanding options, warrants, rights of conversion or purchase and all
other similar rights with respect thereto.
5. The address of the New Subsidiary for purposes of all notices and other communications is
the address designated for all Loan Parties on Schedule 11.02 to the Credit Agreement or
such other address as the New Subsidiary may from time to time notify the Administrative Agent in
writing.
6. This Agreement may be executed in multiple counterparts, each of which shall constitute an
original but all of which when taken together shall constitute one contract.
7. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the New Subsidiary has caused this Joinder Agreement to be duly executed
by its authorized officer, and the Administrative Agent, for the benefit of the holders of the
Obligations, has caused the same to be accepted by its authorized officer, as of the day and year
first above written.
| IARCHIVES, INC., a Utah corporation |
||||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxxxx | |||
| Title: | President, Chief Financial Officer | |||
Acknowledged and accepted:
BANK OF AMERICA, N.A.,
as Administrative Agent
as Administrative Agent
By: |
||||||
| Name: | ||||||
| Title: | ||||||
IN WITNESS WHEREOF, the New Subsidiary has caused this Joinder Agreement to be duly executed
by its authorized officer, and the Administrative Agent, for the benefit of the holders of the
Obligations, has caused the same to be accepted by its authorized officer, as of the day and year
first above written.
| IARCHIVES, INC., a Utah corporation |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
Acknowledged and accepted:
BANK OF AMERICA, N.A.,
as Administrative Agent
as Administrative Agent
| By: | /s/ Xxxxxx X. Xxxxxx | |||||
| Name: | Xxxxxx X. Xxxxxx | |||||
| Title: | Vice President | |||||
Schedule 1
Taxpayer Identification Number; Organizational Number
Federal Tax Number: 00-0000000
Organization Number: 1204950-0142
Organization Number: 1204950-0142
Schedule 2
Changes in Legal Name or State of Formation;
Mergers, Consolidations and other Changes in Structure
Mergers, Consolidations and other Changes in Structure
The New Subsidiary was acquired by the Borrower in a merger transaction effective October 20, 2010.
Schedule 3
IP Rights
PATENTS
| Application No. | Filing Date | |||||||||
| Type of File | Title | (Serial Number) | (Registration Date) | Country | Status | |||||
Utility
|
SYSTEM AND METHOD FOR CREATING A SEARCHABLE WORD INDEX OF A SCANNED DOCUMENT INCLUDING MULTIPLE INTERPRETATIONS OF A WORD AT A GIVEN DOCUMENT LOCATION | 10/049,016 (7,240,062) |
06/08/2004 (07/03/2007) |
US | Issued |
Registered copyrights, mask works, trademarks and service marks:
| Application | ||||||||||||||||||||
| No. (Serial | Filing Date | |||||||||||||||||||
| Stoel Docket Number | Type of File | Title | Number) | (Registration Date) | Country | Status | ||||||||||||||
| TRADEMARKS | ||||||||||||||||||||
57013/3.2 |
Trademark | OWR | 78/398,621 | 04/08/2004 | US | Registered | ||||||||||||||
| (2,982,241 | ) | (08/02/2005 | ) | |||||||||||||||||
57013/3.3 |
Service | OWR | 78/398,618 | 04/08/2004 | US | Registered | ||||||||||||||
| Xxxx | (3,139,910 | ) | (09/05/2006 | ) | ||||||||||||||||
N/A |
Service | iARCHIVES & | 76/265,379 | 06/01/2001 | US | Registered | ||||||||||||||
| Xxxx | Design | (2,755,063 | ) | (08/26/2003 | ) | |||||||||||||||
 |
||||||||||||||||||||
N/A |
Service | Notebook Pages | 76/265,393 | 06/01/2001 | US | Registered | ||||||||||||||
| Xxxx | Design | (2,676,687 | ) | (01/21/2003 | ) | |||||||||||||||
Schedule 4
Commercial Tort Claims
None.
Schedule 5
Real Property Locations
The New Subsidiary leases office space located at 000 Xxxxx 000 Xxxx, Xxxxx 000, Xxxxxx, XX
00000 pursuant to an Office Sublease Agreement dated May 25, 2006 between Canopy Properties, Inc.
as tenant and iArchives, Inc. as subtenant, as amended on November 1, 2007 and March, 2010.
Schedule 6
Equity Interests
None. The New Subsidiary has no subsidiaries.
