Exhibit 10.2
AMENDING AGREEMENT
THIS AMENDING AGREEMENT dated as of April 7, 1998 among ARCHIVEX INC.,
XXXXXXX XXXXXX, XXXX XXXXXXXXXX, SAGARMATHA CAPITAL INC., GESTION 19-12 LTEE.,
3371751 CANADA INC. (collectively, the "Sellers"), XXXXXX XXXXX COMMAND COMPANY
("Xxxxxx Xxxxx") and ARCHIVEX LIMITED ("Arch Ltd.")
W H E R E A S:
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A. By agreement dated February 4, 1998 (the "Purchase Agreement") among
the Sellers, and Xxxxxx Xxxxx, Xxxxxx Xxxxx agreed to purchase and the Sellers
agreed to sell or cause to be sold, substantially all of the assets, property
and undertaking of the Sellers pertaining to or used in connection with the
business of records storage and management of documents and records (the
"Business");
B. Arch Ltd. desires to purchase all of the assets, property and
undertaking of the Sellers used in connection with the Business and located at
the premises more particularly identified on Schedule A hereto (the "Montreal
Properties");
C. To accomplish the foregoing, the parties hereto have agreed that the
Purchase Agreement be amended in the manner set forth herein.
NOW THEREFORE in consideration of the mutual covenants and agreements
herein contained (and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged), the parties agree as follows:
1. Definitions. All words and expressions defined in the Purchase
-----------
Agreement shall have the same meanings when used herein, except to the extent
that such terms are defined or modified in this Agreement or the context
otherwise requires. In addition, whenever used in this Agreement:
"this Agreement" means this amending Agreement, as the same may be
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amended, supplemented, restated or otherwise modified from time to
time, and the words "hereof", "herein" and "hereunder" and words of
------ ------ ---------
similar import when used in this Agreement shall refer to this
amending Agreement as a whole and not to any particular provision of
this amending Agreement; and
"Montreal Assets" means those Purchased Assets located at, on, in, or
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otherwise associated or connected with the Montreal Properties,
including, without
limitation, the management agreements providing for the storage and
management of documents and records at the Montreal Properties.
2. Interpretation.
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(1) References to the Purchase Agreement shall include amendments thereto from
time to time, including the amendments made by this Agreement.
(2) References to Articles, Sections, Exhibits and Schedules of an agreement
shall be deemed to refer to Articles, Sections, Exhibits and Schedules of
the Purchase Agreement, unless otherwise expressly stated.
(3) References to "Purchased Assets" shall, (i) as it relates to Arch Ltd.,
mean the Montreal Assets, and (ii) as it relates to Xxxxxx Xxxxx, mean the
Purchased Assets, other than the Montreal Assets (the "Remaining Assets").
(4) References to "Purchaser" in the Purchase Agreement shall mean (i) Arch
Ltd., as purchaser of the Montreal Assets, and (ii) Xxxxxx Xxxxx, as purchaser
of the Remaining Assets.
(5) Each of the Sellers and Xxxxxx Xxxxx acknowledge and confirm that certain
rights and obligations under the Purchase Agreement shall enure to the
benefit of Arch Ltd. to the extent contemplated herein, as if Arch Ltd. had
originally executed and delivered the Purchase Agreement.
3. Amendments to the Purchase Agreement. The Purchase Agreement is
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hereby amended as follows:
Purchase and Sale of Assets
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(1) by adding, immediately after "Section 1.1(b))," in the 9th line of Section
1.1(a), the following:
"subject to and in accordance with the asset allocation more
particularly identified in Section 1.1(c),";
(2) by redesignating Section 1.1(c) as Section 1.1(d) and adding the
following new Section 1.1(c):
"(c) Allocation of Assets. In accordance with Section 1.1(a):
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(i) Seller hereby agrees to sell, assign, convey, transfer and
deliver to Arch Ltd., or cause to be sold, assigned, conveyed,
transferred and delivered to Arch Ltd., and Arch Ltd. hereby
agrees to purchase and acquire as of and with effect from the
Closing Date, the Montreal Assets; and
(ii) Seller hereby agrees to sell, assign, convey, transfer and
deliver to Xxxxxx Xxxxx, or cause to be sold, assigned, conveyed,
transferred and delivered to Xxxxxx Xxxxx, and Xxxxxx Xxxxx
hereby agrees to purchase and acquire as of and with effect from
the Closing Date, all of the Purchased Assets, other than the
Montreal Assets.";
Purchase Price
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(3) by deleting Section 1.2(a) and Section 1.2(b)(i) and substituting the
following:
"(a) Purchase Price. The aggregate purchase price payable by Xxxxxx
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Xxxxx and Arch Ltd. to the Seller for the Purchased Assets shall be
Cdn.$90,000,000 less the Non-Competition Consideration (see Section
1.3 below)(the "Purchase Price").
(b) Payment of Purchase Price. The Purchase Price shall be paid and
-------------------------
satisfied by Xxxxxx Xxxxx and Arch Ltd. as follows:
(i) at Closing, the aggregate sum of Cdn. $81,500,000, less the Non-
Competition Consideration (see Section 1.3 below), shall be paid
by certified cheque or wire transfer to Seller Group or as Seller
Group otherwise directs (provided such direction is not
inconsistent with the allocation of the Purchase Price set out in
Exhibit B), such sum to be satisfied by Arch Ltd. and Xxxxxx
Xxxxx, respectively, in accordance with the following:
Arch Ltd. $54,290,773
Xxxxxx Xxxxx $27,209,227; and"
(4) by deleting the word "Purchaser" in the 1st line of Section 1.2(b)(ii)
and substituting the word "Xxxxxx Xxxxx" and by adding, immediately
after the words "(the "Escrow Amount")" in the 1st line of Section
1.2(b)(ii), the words ", on behalf of Seller Group,";
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GST Election
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(5) by adding, immediately after the word "Closing Date" in the 9th line of
Section 1.5, the following:
"Purchaser shall indemnify and hold Seller Group harmless in respect
of any Goods and Services Tax and Quebec Sale Tax, as well as
penalties, interests and other amounts which may be assessed against
any Seller Group Member under the Excise Tax Act (Canada) or An Act
respecting Quebec Sales Tax (Quebec) as a result of the transactions
contemplated pursuant to this Agreement not being eligible for any of
the elections.";
Closing
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(6) by deleting the words "the day which is fifteen days following the Due
Diligence Termination Date (as defined herein)" in the 3rd and 4th lines of
Section 1.6 and substituting the words "April 7, 1998";
Representations and Warranties of Seller and Principals
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(7) by adding, immediately after Section 2.18(f), the following:
"(g) Schedule M.2 contains a complete and accurate list, as of the
date hereof, of all Employees employed in the bargaining unit
described in the Collective Agreement (the "Union Employees").
(h) All of the Employee Benefit Plans in which current or former
Union Employees participate or in which they or their dependants are
eligible to participate (the "Union Employee Benefit Plans") have been
established, registered, invested and administered, in all respects,
in accordance with all applicable laws, regulations, orders or other
legislative, administrative or judicial promulgations ("Applicable
Laws").
(i) All obligations regarding the Union Employee Benefit Plans have
been satisfied and there are no outstanding defaults or violations by
any party thereto.
(j) Seller has reserved the right, subject to the Collective
Agreement, to amend, modify or terminate each Union Employee Benefit
Plan, subject to such approvals required by Applicable Laws.
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(k) None of the Union Employee Benefit Plans, nor any related funding
medium thereunder, is subject to any pending investigation,
examination or other proceeding, action or claim initiated by a
governmental agency or body, or by an other party, and there exists no
state of facts which after notice or lapse of time or both could
reasonably be expected to give rise to any such investigation,
examination or other proceeding, claim or action or to affect the
registration of any of the Union Employee Benefit Plans.
(l) All contributions or premiums required to be made by the Seller
under the terms of the Union Employee Benefit Plans or by Applicable
Laws have been made in a timely fashion in accordance with Applicable
Laws and the Seller does not have any liability with respect to any of
the Union Employee Benefit Plans and contributions or premiums are to
be paid on an accrual basis for the period up to Closing even though
not otherwise required to be made until a later date in respect of a
period that includes Closing.
(m) No amendments have been made to the Union Employee Benefit Plans
and except as provided in the Collective Agreement no improvements or
amendments to the Union Employee Benefit Plans have been promised and
no improvements or amendments will be made or promised.
(n) Seller has delivered to Arch Ltd. true, correct and complete
copies of all of the Union Employee Benefit Plans as amended as of the
date hereof together with all related documentation (e.g funding
agreements, funding and financial information, plan summaries,
booklets and personnel manuals).
(o) No insurance policy or other contract or agreement affecting the
Union Employee Benefit Plans requires or permits a retroactive
increase in premiums or payments due thereunder.
(p) The level of insurance reserves under each insured Union Employee
Benefit Plan is reasonable and sufficient to provide for all incurred
but unincorporated claims.
(q) With the exception of the group registered retirement savings
plan provided under the Collective Agreement, none of the Union
Employee Benefit Plans provides benefits to retired employees."
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(8) by addition a new Section 2.36 as follows:
"Section 2.36 Shelving Co.
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(a) 100 common shares in the capital of Shelving Co. (as defined in
Section 6.23) have been duly issued and are outstanding as fully paid
and non-assessable.
(b) Seller is the registered and beneficial owner of all the issued
and outstanding shares in the capital of Shelving Co. with good and
marketable title thereto free and clear of all liens. No person other
than Xxxxxx Xxxxx has any agreement, option, right or privilege
capable of becoming an agreement for the purchase from Seller of any
of the shares in the capital of Shelving Co.
(c) There is no agreement, warrant or option existing pursuant to
which Shelving Co. is or might be required to issue additional shares
of Shelving Co.
(d) The sole asset of Shelving Co. is a 100% interest in the tangible
personal property used in connection with the operation of the
Business in the Province of Ontario.
(e) Shelving Co. does not have any liabilities, obligations or
indebtedness (whether accrued, absolute, contingent or otherwise)
other than federal goods and services taxes and provincial sales taxes
incurred in connection with the purchase of the assets identified in
Section 2.36(d) and legal fees incurred in connection with its
incorporation."
Representations and Warranties of Xxxxxx Xxxxx and Arch Ltd.
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(9) by deleting all references to the word "Purchaser" in Article 3 and
substituting in each case the words "Xxxxxx Xxxxx";
(10) by adding, immediately after Article 3, Article 3A entitled
"REPRESENTATIONS AND WARRANTIES OF ARCH LTD." which shall provide as
follows:
"Arch Ltd. hereby represents and warrants to Seller and the Principals
as follows and acknowledges that Seller and the Principals are relying
on such representations and warranties in connection with the sale of
the Montreal Assets:
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Section 3.1A Status. Arch Ltd. is a corporation duly organized,
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validly existing and in good standing under the federal laws of Canada
and has full power and authority to own its properties and to carry on
the business as presently conducted by it. Arch Ltd. is duly qualified
to do business and is in good standing in all other jurisdictions
where the conduct of its business so requires.
Section 3.2A Due Authorization. Arch Ltd. has the corporate power,
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authority and capacity to enter into this Agreement and all other
agreements and instruments to be executed by it as contemplated by
this Agreement and to carry out its obligations under this Agreement
and such other agreements and instruments. The execution and delivery
of this Agreement and such other agreements and instruments and the
completion of the transactions contemplated by this Agreement and such
other agreements and instruments have been duly authorized by all
necessary corporate action on the part of Arch Ltd., its directors and
its sole shareholder.
Section 3.3A Enforceability of Obligations. This Agreement
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constitutes a valid and binding obligation of Arch Ltd. enforceable
against Arch Ltd. in accordance with its terms subject, however, to
limitations on enforcement imposed by bankruptcy, insolvency,
reorganization or other laws affecting the enforcement of the rights
of creditors or others and to the extent that equitable remedies such
as specific performance and injunctions are only available in the
discretion of the court from which they are sought.
Section 3.4A GST Registration. Arch Ltd. will, effective at the
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Closing, be a registrant for the purposes of the Excise Tax Act
(Canada) and the Act Respecting the Quebec Sales Tax.";
Survival of Representations and Warranties
------------------------------------------
(11) by adding, immediately after the words "Sections 3.1 through 3.3" in
the 1st line of Section 4.2(a), the words "and Sections 3.1A through
3.3A";
Employee Covenants
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(12) by adding, immediately after the word "Employees" in the 2nd line of
Section 6.7(a), the words "other than Union Employees";
(13) by deleting Section 6.7(b) and substituting the following:
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"(b) Collective Agreement. Arch Ltd. agrees to succeed to the rights
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and obligations of Seller under the Collective Agreement, subject to
Section 6.10, to the extent that they apply to the Union Employees, as
required under the Collective Agreement and pursuant to applicable
laws.";
(14) by deleting Section 6.7(c) and substituting the following:
"(c) Hired Employees. Employees, excluding the Union Employees, who
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accept employment with Xxxxxx Xxxxx pursuant to Section 6.7(a) shall
be referred to in this Agreement as "Non-Montreal Hired Employees".
Employees, excluding the Union Employees, who accept employment with
Arch Ltd. pursuant to Section 6.7(a) shall be referred to in this
Agreement as "Montreal Hired Employees". The Non-Montreal Hired
Employees and the Montreal Hired Employees shall be collectively
referred to herein as "Hired Employees". Union Employees who are
employed by Arch Ltd. pursuant to Section 6.7(b) shall be referred to
in this Agreement as "Transferred Union Employees".";
(15) by deleting the words "more particularly set out in the employment
agreement attached hereto as Exhibit D (the "Employment Agreement")" in the
3rd and 4th lines of Section 6.7(d) and substituting the following;
"mutually acceptable to Xxxxxx Xxxxx and each of Xxxxxx and
Xxxxxxxxxx.";
(16) by adding, immediately after the word "thereto" in the 4th line of
Section 6.7(f), the following:
"Subject to Section 6.8, Arch Ltd. shall bear and discharge any and
all liability in respect of Transferred Union Employees (i) incurred
as a result of an event that commences or occurs after the Closing, or
(ii) that accrues from and after the Closing, and Arch Ltd. shall
indemnify and save harmless Seller with respect thereto.";
Severance Costs
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(17) by deleting Section 6.8 (a) and substituting the following:
"(a) Notwithstanding Sections 6.7(e) and 6.7(f), Seller, Xxxxxx Xxxxx
and Arch Ltd. agree as follows:
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(i) Seller and Xxxxxx Xxxxx shall each be responsible for one-
half of all costs, liabilities and expenses (including,
without limitation, severance and termination costs and
related legal and outplacement costs) of Seller or Xxxxxx
Xxxxx associated with or incurred as a result of the
severance or termination, during the period commencing on
the Closing Date and terminating on the first anniversary of
the Closing Date, of the employment of (1) the employees of
Xxxxxx Xxxxx and its subsidiaries in its Canadian
operations, including the Non-Montreal Hired Employees but
excluding the Union Employees and the Montreal Hired
Employees, and (2) the Employees, other than the Employees
employed at the Montreal Properties, who do not accept
employment with Xxxxxx Xxxxx (such costs in the aggregate
shall be referred to herein as "Non-Montreal Severance
Costs").
(ii) Seller and Arch Ltd. shall each be responsible for one-half
of all costs, liabilities and expenses (including, without
limitation, severance and termination costs and related
legal and outplacement costs) of Seller or Arch Ltd.
associated with or incurred as a result of the severance or
termination, during the period commencing on the Closing
Date and terminating on the first anniversary of the Closing
Date, of the employment of (1) the employees of Arch Ltd.,
including the Montreal Hired Employees and the Transferred
Union Employees, and (2) the Employees, other than the
Employees employed at the non-Montreal Properties, who do
not accept employment with Arch Ltd. (such costs in the
aggregate shall be referred to herein as "Montreal Severance
Costs").
The Seller and the Principals jointly and severally agree to
reimburse Xxxxxx Xxxxx or Arch Ltd., as applicable, for and shall
indemnify and hold harmless Xxxxxx Xxxxx and Arch Ltd. from and
against 50% of the after-tax effect (in accordance with Section
6.8(b)) of the aggregate amount of all Non-Montreal Severance Costs
and Montreal Severance Costs (collectively, the "Severance Costs")
paid by Xxxxxx Xxxxx and Arch Ltd., respectively, and Xxxxxx Xxxxx and
Arch Ltd., as applicable, shall reimburse Seller Group for and shall
indemnify and hold harmless Seller Group from and against 50% of the
after-tax effect of the net amount of all Non-Montreal Severance Cost
and Montreal Severance Costs paid by Seller Group. Notwithstanding
anything contained in this Section 6.8, Seller and the Principals
shall not be responsible
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for their portion of the Severance Costs attributable to the
termination by Xxxxxx Xxxxx of those approximately 33 employees of
Automated Record Centres Limited which Xxxxxx Xxxxx had identified as
employees it planned to dismiss prior to the date of this Agreement.";
Employee Agreement
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(18) by deleting Section 6.10 and substituting the following:
"Section 6.10 Employee Benefit Plans. Except as provided in this
----------------------
Section 6.10, Seller shall remain responsible for, and shall indemnify
Xxxxxx Xxxxx and Arch Ltd. from and against any liability in respect
of, any welfare, bonus, hospitalization insurance, medical benefit,
dental benefit, disability insurance, post-retirement life insurance,
post-retirement medical benefit, deferred compensation, profit-
sharing, pension, retirement, severance pay, stock option, employee
stock purchase or any other similar plan, arrangement or program
("Employee Benefit Plans") maintained or provided for the benefit of
the Employees or former Employees. Notwithstanding any provision
contained in this Agreement to the contrary: (i) Xxxxxx Xxxxx shall
not assume, or be responsible in any manner for any liabilities or
obligations arising under or as a result of any Employee Benefit Plan
maintained or provided by Seller for the benefit of Employees or
former Employees of the Seller or in which Seller or its Employees or
former Employees participate; and (ii) subject to Section 6.8 and any
indemnification given by Seller to Xxxxxx Xxxxx pursuant to this
Section 6.10, Xxxxxx Xxxxx shall be responsible for any liabilities
and obligations arising under or as a result of any employee benefit
plan maintained or provided by Xxxxxx Xxxxx for the benefit of the
employees of Xxxxxx Xxxxx. Seller shall indemnify Xxxxxx Xxxxx from
and against any liabilities or obligations relating to such Employee
Benefit Plans which arose on or prior to, or accrued up to, the
Closing Date. Arch Ltd. agrees to provide to the Transferred Union
Employees, effective as and from the Closing Date, the employee
benefit and retirement income coverages required under the Collective
Agreement including, without limitation, the group registered
retirement savings plan and group insurance plan provided under the
Collective Agreement. From and after the Closing Date, Arch Ltd.
shall be responsible for the Employee Benefit Plans assumed by it
pursuant to the Collective Agreement. Seller shall indemnify Arch
Ltd. from and against any liabilities or obligations relating to such
Employee Benefit Plans which arose on or prior to, or accrued up to,
the Closing Date.";
Ontario Shelving
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(19) by adding a new Section 6.23 as follows:
"Section 6.23 Transfer of Shelving.
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(a) Prior to Closing, Seller shall incorporate a federal company
("Shelving Co.") as a wholly-owned subsidiary of Seller and shall
transfer or cause to be transferred to Shelving Co. all of the
tangible personal property used in connection with the operation of
the Business in the Province of Ontario.
(b) On Closing, and subject to the terms and conditions of the
Purchase Agreement, Seller shall sell to Xxxxxx Xxxxx and Xxxxxx Xxxxx
shall purchase from Seller all the issued and outstanding shares in
the capital of Shelving Co. (the "Shelving Shares"), which shares
shall constitute a portion of the Purchased Assets. The share
certificates representing the Shelving Shares shall be fully
transferable on the books of Shelving Co. and endorsed in blank for
transfer in a manner satisfactory to the Purchaser's solicitors;
(c) Purchaser shall be liable for, and shall pay all sales and
transfer taxes, including federal and provincial sales taxes and goods
and services taxes, payable by Archivex or Shelving Co. in connection
with the conveyance and transfer of the tangible personal property by
Archivex to Shelving Co.";
Inforef Project
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(20) by adding a new Section 6.24 as follows:
"Section 6.24 Inforef Project. Effective as of Closing, Purchaser
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shall obtain the rights and assume the obligations of Seller under and
pursuant to the Inforef Project with the Minister of Justice (Quebec).
In connection therewith, Purchaser may receive certain refund payments
from the Minister of Justice in accordance with the terms of the
Inforef Project and as more particularly set out in Schedule V.
Purchaser acknowledges that the Seller shall be entitled to receive
the aggregate amount identified as "AR" in Schedule V from the
Purchaser, the payment of which shall be satisfied by way of post-
Closing adjustments agreed to by the parties in accordance with this
Agreement. In addition, if any amount identified under the headings
"Honor" and "Advance" in Schedule V are received by Purchaser after
Closing, Purchaser shall receive any such payments in trust for the
benefit of Seller and pay such amounts to Seller upon receipt thereof
from the Ministry of Justice."
Closing Deliveries
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(21) by adding, immediately after the word Seller in the second line of
Section 10.1(h), the words ",the Principals, Sagarmatha, Gestion and Newco";
(22) by deleting Section 10.1(i) and substituting the following:
"(i) the certificates representing the Shelving Shares to be delivered
in accordance with Section 6.23;";
(23) by deleting Section 10.2(g);
General Indemnity
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(24) by adding the following new Section 11.1(j):
"(j) subject to Sections 6.23(c) and 2.36(e), any and all debts and
liabilities (whether accrued, absolute, contingent or otherwise)
of Shelving Co. incurred or suffered by Xxxxxx Xxxxx by reason
of the acquisition of the Shelving Shares.";
Environmental Indemnity
-----------------------
(25) by redesignating Section 11.2 as Section 11.2(a) and adding new
Sections 11.2(b) and (c) as follows:
"(b) Without limiting the generality of Section 11.2(a), Seller,
Xxxxxx and Sagarmatha agree to jointly and severally indemnify
the Purchaser Related Indemnified Parties for all remediation of
any environmental condition pertaining to the Owned Real
Properties which remediation is necessary to (i) bring the Owned
Real Properties into full conformity with all applicable
Environmental Laws as they exist as of the date hereof, and (ii)
remediate any Environmental Contamination which poses a
significant adverse health risk to the Receptor. For the
purposes of this Section 11.2(b), "Receptor" shall mean any
person negatively impacted by the presence of any Hazardous
Substance located on or originating from the Owned Real
Properties.
(c) In respect of the information contained in the Phase II
environmental audits completed by Conestoga-Rovers Associates
("CRA") in April, 1998 pertaining to the Owned Real Property at
0000 Xxxxxx Xxxxxx, Xx. Xxxxxxx, Xxxxxx, 0000 Xx. Xxxxxxx Xxxxxx,
Xxxxxxxx, Xxxxxx and 4005 and 0000 Xxxxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxxx (together, the "Phase
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II Environmental Audits") Seller Group and Purchaser shall as
soon as is practicable following Closing jointly retain a member
of the Quebec bar specializing in Environmental Law to review the
Environmental Audits and Phase II Environmental Audits and shall,
with advice from CRA (or other qualified environmental engineers)
as required, provide an opinion to the Seller Group and the
Purchaser (with a copy to their respective legal counsel)
identifying the Environmental Remediation required pursuant to
Section 11.2 (b) ("Environmental Remediation"). The Seller Group
shall, as soon as is practicable following receipt of the opinion
letter, retain CRA, or another qualified environmental engineer
agreed upon by the parties acting reasonably, to complete the
Environmental Remediation to the satisfaction of the Purchaser
acting reasonably. The cost of the Environmental Remediation
shall be borne exclusively by the Seller Group."
(26) by deleting clause 11.3(b) and replacing it with the following:
"(b) Notwithstanding Section 11.3(a), to the extent that the
Environmental Audits and Phase II Environmental Audits reveal any
Environmental Contamination relating to the Owned Real Property,
the parties agree that the indemnity obligations of Seller,
Xxxxxx and Sagarmatha set out in Section 11.2 shall continue in
respect thereof for ten (10) years."
(27) by adding, immediately after the word "Agreement" in the 7th line of
Section 11.6, the following:
"For the purposes of this Section 11.6, the Losses of Xxxxxx Xxxxx and
Arch Ltd. shall be considered collectively when determining whether
the amount of such Losses exceeds $100,000."; and
General
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(28) by deleting the word "Purchaser" in the 2nd line of Section 12.8 and
substituting the word "Xxxxxx Xxxxx".
4. Confirmation of Purchase Agreement. Except as amended by this
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Agreement, the Purchase Agreement is hereby confirmed as being in full force and
effect.
5. Governing Law. This Agreement shall be governed by, and construed in
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accordance with, the laws of the Province of Ontario and the laws of Canada
applicable therein.
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6. Counterparts. This Agreement may be executed in any number of
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first above written.
XXXXXX XXXXX COMMAND COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------
Name:
Title:
By: /s/ J. Xxxxx Xxxxxx
-------------------------
Name:
Title:
ARCHIVEX LIMITED
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------
Name:
Title:
By: /s/ J. Xxxxx Xxxxxx
-------------------------
Name:
Title:
ARCHIVEX INC.
By: /s/ Xxxxxxx Xxxxxx
-------------------------
Name:
Title:
By: /s/ Xxxx Xxxxxxxxxx
-------------------------
Name:
Title:
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/s/ /s/ Xxxxxxx Xxxxxx
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Witness XXXXXXX XXXXXX
/s/ /s/ Xxxx Xxxxxxxxxx
--------------------------- ---------------------------
Witness XXXX XXXXXXXXXX
SAGARMATHA CAPITAL INC.
By: /s/ Xxxxxxx Xxxxxx
-------------------------
Name:
Title:
GESTION 19-12 LTEE.
By: /s/ Xxxxxxx Xxxxxx
--------------------------
Name:
Title:
By: /s/ Xxxx Xxxxxxxxxx
-------------------------
Name:
Title:
3371751 CANADA INC.
By: /s/ Xxxxxxx Xxxxxx
-------------------------
Name:
Title:
By: /s/ Xxxx Xxxxxxxxxx
-------------------------
Name:
Title:
