Exhibit 10.20A
May 7, 1997
Iron Mountain Incorporated
000 Xxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger, dated as of
February 19, 1997, as amended (the "Merger Agreement"), by and among Iron
Mountain Incorporated, a Delaware corporation ("Acquiror"), IM-1 Acquisition
Corp., a Delaware corporation and a wholly owned subsidiary of Acquiror, and
Safesite Records Management Corporation, a Delaware corporation (the "Company").
Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings ascribed thereto in the Merger Agreement.
The purpose of this letter agreement (this "Letter") is to confirm the
understanding of the parties hereto with respect to the indemnification rights
of Acquiror.
As consideration for Acquiror agreeing to change the Escrow Indemnity
Funds from cash to Acquiror Stock, the undersigned hereby agree that in the
event that (i) the Escrow Indemnity Funds have been exhausted, (ii) the
aggregate Market Price for the shares of Acquiror Stock paid over to Acquiror
formerly constituting the Escrow Indemnity Funds (such amount being hereinafter
referred to as the "Aggregate Market Price") is less than $3,000,000 (the
"Escrow Cap"), and (iii) Acquiror has unpaid Losses and Expenses resulting from
Claims to which it is entitled to indemnification pursuant to the terms of the
Merger Agreement, then the undersigned shall jointly and severally indemnify
Acquiror and hold Acquiror harmless from and against any and all such Losses and
Expenses in an amount equal to 66.1% of the lesser of (i) the amount of such
Losses and Expenses and (ii) the difference between the Escrow Cap and the
Aggregate Market Price.
The validity, interpretation, construction and performance of this
Letter shall be governed by, and construed in accordance with, the laws of The
Commonwealth of Massachusetts, without giving effect to any choice or conflict
of laws provision or rule. This Letter is executed by the parties hereto under
seal may be executed in one or more counterparts, each of which shall be an
original and all of which, when taken together, shall constitute one and the
same instrument which shall be binding on the parties hereto.
Very truly yours,
/s/ B. Xxxxxx Xxxxxxxx
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B. Xxxxxx Xxxxxxxx
/s/ Xxxxx X. Xxxxxx, Xx.
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Xxxxx X. Xxxxxx, Xx.
Iron Mountain Incorporated
May 7, 1997
Page 2
ACCEPTED AND AGREED TO
AS OF THE DATE SET FORTH
ABOVE:
IRON MOUNTAIN INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
