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HomeMy WebLinkAboutFinal CopiesFINAL COPY Schedule 2.1 (a) Existence, Good Standing, Authority In December of 2006, the Company initiated a process to merge subsidiary corporations wholly owned by ArchivesOne, Inc. into the parent company. ArchivesOne, Inc. the parent company has not yet received final authorization to conduct business in Ohio and NY, but is authorized to do business in these states as ArchivesOne OH, LLC and ArchivesOne NY, Inc. respectively. The Company is in the process of completing the merger of ArchivesOne NY, Inc. into ArchivesOne, Inc. and is awaiting the final tax clearance letter from the State of NY. The Company does not know the date on which such clearance will, or will not, be received. 6964112001-002 CurrentI9465910v7 {90630116;1} FINAL COPY Schedule 2.2 Capitalization See Attached Exhibit to Schedule 2.2 Certain of the common stockholders are party to Second Amended and Restated Stockholders Agreement, as amended, which provides, among other things, for certain voting obligations of the parties, and the Registration Rights Agreement, which provides among other things, for the registration by the Company of its shares of stock under certain circumstances. Both of these agreements will be terminated in connection with the Closing. Each holder of restricted stock is party to a Restricted Stock Agreement and each holder of options is a party to a Stock Option Agreement, in each case in the form made available to Buyer. The Company is not aware of any recipient making 83(b) elections in connection with the acquisition of such stock. The holders of shares of preferred stock are entitled to certain redemption rights as provided in the Charter. All options to purchase Class B Common Stock as well as restricted stock issued will fully vest upon Change in Control. 6964/12001-002 Current/9465910v7 {80630116;11 FINAL COPY Entity Name ArchivesOne, Inc. Archives Management, Inc. AMI Realty, LLC ArchivesOne NY, Inc. ArchivesOne Ohio, LLC ArchivesOne VA, LLC ArchivesOne VT, LLC ArchivesOne PA, LLC Archives PA Realty, LLC ArchivesOne FL, LLC ArchivesOne NC, LLC ArchivesOne NC Realty, LLC ArchivesOne VT Realty, LLC ArchivesOne PA Realty II, LLC ArchivesOne KY, LLC ArchivesOne MD, LLC ArchivesOne TX, LLC Eastern Secured Data, Co. 1. corporation 2. limited liability company Schedule 2.3 (a) Subsidiaries Type Jurisdiction 1 CT 1 CT 2 NJ 2 NY 2 OH 2 VA 2 VT 2 PA 2 PA 2 FL 2 NC 2 NC 2 VT 2 PA 2 KY 2 MD 2 TX 1 PA Notes Parent Company Wholly owned by ArchivesOne, Inc. Wholly owned by ArchivesOne, Inc. Wholly owned by ArchivesOne, Inc. Wholly owned by ArchivesOne NY, Inc. Wholly owned by ArchivesOne, Inc. Wholly owned by ArchivesOne, Inc. Wholly owned by ArchivesOne, Inc. Wholly owned by ArchivesOne, Inc. Wholly owned by ArchivesOne, Inc. Wholly owned by ArchivesOne, Inc. Wholly owned by ArchivesOne, Inc. Wholly owned by ArchivesOne, Inc. Wholly owned by ArchivesOne, Inc. Wholly owned by ArchivesOne, Inc. Wholly owned by ArchivesOne, Inc. Wholly owned by ArchivesOne, Inc. Wholly owned by ArchivesOne, Inc. ArchivesOne NJ, Inc. and Security Archives of West Michigan, Inc. were merged into ArchivesOne, Inc_ effective December 31, 2006. Reference is made to Schedule 2.1(a). 6964/12001-002 CurrentI9465910v7 {B0630116; 1} FINAL COPY Schedule 2.4 No Conflict This schedule shall be cross referenced to that of 2.7 (a) and 2.7 (b) Various of the Company and its subsidiaries' contracts and arrangements with their respective customers prohibit and/or require the consent of such customer in the event of sale, merger or change in control. The Company has not listed all customer contracts requiring such consent and the Buyer will not require the Company and/or Sellers to obtain the consent of such customers in connection with the Closing. The Company has entered into lease agreements with various landlords requiring consents prior to assignment. Landlord consent is required for the leases at the following locations: (i) 2729 Patterson Street, Greensboro, NC, (ii) 6 Lee Blvd, Malvern, PA, and (iii) 3 Bushey Lane Essex Junction, VT. Notice to the landlord of the transaction contemplated herein is required for the following locations: (i) 1625 Straits Turnpike, Middlebury CT (90 days pre -close), (ii) 7726 Southern Drive, Springfield, VA (30 days pre -close), and (iii) One Pump Place, Allentown PA (notice anytime to effectuate transfer). The consent of ADP Total Source, Inc. may be required under the terms of their agreement with the Company. 6964/12001-002 CurrenU9465910v7 {B0630116; 1) FINAL COPY Schedule 2.5 Financial Statements; Other Assets & Liabilities Attached as Exhibit 1 to Schedule 2-5 is: Audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2005, and consolidated statements of income and retained earnings and statements of cash flows for such year then ended. Attached as Exhibit 2 to Schedule 2-5 is: Unaudited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2006, and consolidated statements of income and retained earnings and statements of cash flows for such year then ended. Attached as Exhibit 3 to Schedule 2-5 is: The Company has purchased three interest rate swap instruments totaling $35,500,000. The Company has recorded a "mark to market" adjustment on its balance sheet for the change in value of these instruments. The principal amount of the instruments purchased has not been recorded on its balance sheet, however. Attached as Exhibit 4 to Schedule 2-5 is: Itemization of various letters of credit outstanding with Bank of America which serve as security deposits for landlords and vendors. These obligations are not recorded on the Company's balance sheet. Attached as Exhibit 5 to Schedule 2-5 is: A copy of the promissory note issued by Adam J. Wasserstein in favor of the Company in connection with his purchase of shares of the Company's Class A Common Stock. Notwithstanding the terms of the note, this note may be forgiven by the Company at or prior to the Closing. This receivable is identified on the Base Balance Sheet. The Company has a bonus program with employee Charles Saponaro for acquisition activity with at least a term sheet signed. All amounts earned prior to the closing will be accrued. The Company is in the process of purchasing vehicles in the total amount of $100,000. Delivery and payment have not been made and are not represented on the balance sheet, The Company expects to take delivery of these within 30 days, The Company is in the process of installing shelving systems in its Connecticut, Allentown PA, Boynton Beach FL, Deer Park NY, Greensboro NC facilities and a warehouse consolidation project in Cohoes, NY and Watertown/Waterbury, CT. In some instances the order has been placed. In others, installation is in process. Total project cost for all is approximately $300,000. A sprinkler/racking installation is underway at 200 Commercial Street in Connecticut and is expected to be completed by April 30, 2007, at which time approximately 80,000 boxes will begin to move from 45 Brown Place in Waterbury as part of a warehouse consolidation project and will take approximately 90-120 days to complete. A racking purchase for the Company's Allentown, PA facility has been ordered and is expected to arrive mid -April and installed by April 30'. A racking purchase for the Company's Boynton Beach, FL facility has been ordered and is expected to arrive and be installed by mid -May. The Deer Park decking replacement project is underway and is expected to be completed by mid -April. The sprinkler retrofit for this facility has not been initiated as we are in the RFP stage. The warehouse consolidation project in Cohoes NY is underway and expected to be completed in the next 90 days. Reference is made to the issuance of Series B Preferred Stock completed in January 2007 as described on Schedule 2.6 6964/12001-002 Current/9465910v7 {B0630116; 1} FINAL COPY Reference is made to the sale -leaseback transaction of the Company's Greensboro facility completed in January 2007 as described on Schedule 2.6 The Company is obligated to pay 1 01 % of the Liquidation Value per share (as defined in the Series A Preferred Stock Purchase Agreement) plus accrued dividends at the Closing to the ABRY entities holding Series A Preferred Stock. The Company is obligated to pay the amount equal to $100 plus the Liquidation Value per share (as defined in the Series B Preferred Stock Purchase Agreement) at the Closing to HV Capital LLC and one or more ABRY entities holding Series B Preferred Stock. The Company acquired the stock of Eastern Secured Data, Co. in January of 2007, as referenced by a Stock Purchase Agreement. In connection with the Change of Control, the Company will be paying a fee due to R.W. Baird as well as incurring compensation expense of approximately $1,500,000 related to the extinguishment of employee stock options. 6964/12001-002 Curren4/9465910v7 {90630116; 1) FINAL COPY Schedule 2.6 Absence of Certain Changes Reference is made to all schedules contained herein to the extent that it is reasonably apparent from the text of such schedule that such schedule is applicable to this Schedule 2.6. In January of 2007, the Company issued 2,000 shares of Series B Preferred Stock. Dividends are accruin.g on a daily basis at a rate of 20% per annum. At any time after 547 days from issuance, all of these shares may be converted to Common Stock with written notice. Upon such conversion, all Series B Shares shall be converted into the number of shares of Common Stock equal to 12% of the total fully diluted shares of Common Stock. These shares and accrued dividends, however, will be Liquidated upon Change of Control. This action was documented in the form of a Series B Preferred Stock Agreement, First Amendment and Joinder to Amended and Restated Registration Rights Agreement, First Amendment and Joinder to Second Amended and Restated Stockholders Agreement and a Certificate of Restatement of the Certificate of Incorporation of ArchivesOne, Inc. all of which have been provided to Buyer. If the Series B Preferred Stock is liquidated as a result of Change of Control within 6 months of issuance, then the Series B Preferred Stock holders are entitled to receive the value of the shares plus accrued dividends equal to $100 per share outstanding at Change of Control. In January of 2007, the Company entered into a sale -leaseback transaction for its Greensboro, NC property in the amount of $1,405,760. In February of 2007, the Company paid A.J. Wasserstein a cash bonus of $279,335. 6964/12001-002 Currentl9465910v7 {B0630116;1) FINAL COPY Schedule 2.7 (a) Government Consents Required The Company has certain government accounts covered by a GSA agreement for which a Novation Agreement may be required. There are approximately 35 accounts with 2006 revenue totaling $195,000. 6964/12001-002 Current/9465910v7 {B0630116;1} FINAL COPY Schedule 2.7(b) Other Third Party Consents The Company has entered into lease agreements with various landlords requiring consents prior to assignment. Reference is made to Schedule 2.4 herein. which lists the consent and notice requirements for such lease agreements. The Company has entered into a Client Services Agreement in November 2001 with ADP Total Source, Inc a Professional Employers Organization for all of its human resources needs, which include hiring, payment of taxes, workers compensation insurance, etc. ADP Total Source, Inc has sufficient authority so as to maintain a right of direction and control over the Company's employees as needed to provide the contracted services and will retain the authority to hire, terminate, discipline and reassign Company employees. This agreement is not assignable under Change of Control without the prior written consent of ADP Total Source, Inc. Upon Change of Control, ADP Total Source, Inc. may terminate the agreement or may continue providing services for 60 days as long as the surviving entity guarantees payment and assumes the Company's responsibilities under the agreement. On or before the end of the 60 day period, ADP Total Source, Inc. may require Buyer to undergo the underwriting process and sign a new Client Services Agreement. Various of the Company and its subsidiaries' contracts and arrangements with their respective customers prohibit and/or require the consent of such customer in the event of sale, merger or change in control. The Company has not listed all customer contracts requiring such consent and the Buyer will not require the Company and/or Sellers to obtain the consent of such customers in connection with the Closing. 6964/12001-002 CurrenU9465910v7 {B0630116; 1} FINAL COPY Schedule 2,8 Litigation The Company agreed to a settlement in its appeal with the City of Newark for a reduction in real estate taxes to be paid to the City of Newark. The Company is still awaiting fmal paperwork and processing of that reduction as well as payment in the amount of $188,085 from the City of Newark representing retroactive credit for the reduction. This amount has not been recorded as a receivable. but will be paid prior to close. ArchivesOne, Inc. owes 30% of the reduction payment to McCarter & English, LLP, as payment for representation services in the amount of $77,135. This claim is not on the Company's balance sheet, but it will be reflected as a Current Liability (to the extent not previously paid) on the Closing Balance Sheet. The Company is pursuing a lawsuit against the State of New Jersey pertaining to a closed eminent domain matter, suing for damages, including legal and professional fees and expenses, in the amount of $143,000 suffered in connection with the eminent domain matter. The Company is represented by Lum, Drazo et al. and pays legal fees on an hourly basis up to $25,000. 6964112001-002 Current19465910v7 {80630116:1} FINAL COPY Schedule 2.9 Taxes The Company has timely filed all returns and extensions and made all required payments including making the appropriate estimated payments on March 15, 2007. The Company's tax partner, Blum Shapiro is in the process of completing the Company's SFAS 109 — tax provision as of 12/31/2006 and is scheduled to complete prior to the audited financial statement release estimated to be on April 30, 2007. 6964/12001-002 Current/9465910v7 {B0630116: 1} FINAL COPY Schedule 2.10 Employee Benefit Plans The Company offers health, dental, vision, and life insurance through ADP Total Source, a Professional Employment Organization ("PEO"). The Company and the employee share the cost of the health benefits. Employee cost varies by market, insurance selected, and type of coverage (single, couple, single with spouse, family). Dental and vision insurance are paid for entirely by the employee. Life insurance in the amount of $10,000 is provided by the Company for all employees. The Company also offers a 40Ik plan, administered by MassMutual through the PEO, which provides a dollar for dollar match on 401(k) contributions of up to 4% of compensation. The Company also makes available FSA — medical and dependent care reimbursement accounts. All employees can benefit from several other incentive programs. A $50 bonus is paid for each letter from a customer pointing out good service. The Company pays a $100 bonus for employee referrals. Most members of the Company's management team have the opportunity to earn quarterly bonuses based on goals set with the team member's supervisor, and the supervisor's supervisor. The potential bonus amounts are set at the beginning of the year as part of the annual review and budget process and are included in the Company's financial plan and accrued for throughout the year. Bonus potential amounts are accrued on a monthly basis and reflected in the Company's balance sheet. All 2006 bonus amounts were paid before March 15, 2007. In the past, certain key employees have been granted stock options and restricted stock. These grants are in accordance with the 2000 Employee Stock Option Plan. The number of shares and the exercise or purchase price of each award is identified on Schedule 2.2. The Company has granted certain employees loans to be used for the purchase of personal residences. These loans are secured by second mortgage liens with interest due quarterly at a rate of 3%. As of this date, the following loans are outstanding: Craig Smith $7,000 George Purnell $5,000 Mike Karrenbauer $5,000 Frank Horton $5,000 The Company offers tuition reimbursement to its employees at a rate of $400 per semester for courses taken payable upon completion of the course requirements and a certain G.P.A. Matthew Greenstein receives $266.10 per course regardless of the number of courses taken during a semester. It is expected that he will complete his course of study by May 2007. The Company has a long term disability plan through ADP Total Source that provides replacement income in the event the employee becomes totally disabled while insured under the plan. The monthly benefit option is 50% of the first $2,000 of pre -disability earnings reduced by deductible income. There is a $100 minimum and $1,000 maximum monthly benefit. 6964/12001-002 Current/9465910v7 {B0630116; 1} FINAL COPY Schedule 2.11(a) Real and Personal Property Attached as Exhibit to Schedule 2.11 (a) is a listing of all real estate occupied and under lease agreement The Company has received approval to construct a 30,000 s.f. building addition to the leased Malvern, PA facility. This approval is secured by a bond as indicated in Exhibit 4 to Schedule 2.5. As per the sale- Ieaseback transaction entered into in December of 2006, provided this building addition is completed within 18 months of the sale, the Company has the ability to sell and lease back the building addition at the same terms and conditions as the original building. The Company is in the process of vacating the building located at 45 Brown Place in Waterbury, CT, which is leased to the Company by an entity controlled by A.J. Wasserstein. The contents of the building will be relocated to the Company's leased facility at 200 Commercial Street in Watertown, CT, which is also leased to the Company by an entity controlled by A.J. Wasserstein. It is estimated that this relocation will begin in April 2007 and take approximately 3-6 months to complete. The Brown Place lease has a provision that upon Change of Control, the tenant may terminate the lease on 60 days notice. 6964112001-002 Current19465910v7 {B0630116;1} FINAL COPY Schedule 2.11 (b) Encumbrances to Real Property In connection with its financing with its senior syndication led by Bank of America, Bank of America has placed leasehold mortgages on all property leased by the Company. These leasehold mortgages will be released in connection with the extinguishment of debt upon Change of Control. 6964/12001-002 Current19465910v7 {B0630116;1} FINAL COPY Schedule 2.12 (a) Employment Regulation Compliance Reference is made to the Company's agreement with ADP TotalSource, Inc. Attached as Exhibit to Schedule 2.12a is a copy of the most recent loss run for ADP TotalSource, Inc. 6964/12001-002 Current/9465910v7 {B0630116; 1} FINAL COPY Schedule 2.12 (b) Labor Organization No exceptions noted 6964/12001-002 Current/9465910v7 {B0630116: 1} FINAL COPY Schedule 2.13 Contracts or Commitments In Excess of S100,000 Annually The Company is obligated to pay interest on loans or dividends accrued to Bank of America, HV Capital Investors (and/or its affiliate, HV Capital LLC) and certain ABRY entities in connection with the execution of the senior debt credit facility, senior subordinated note facility and preferred stock purchase agreements. Each of these obligations will be paid in full at or prior to the Closing. Charles Saponaro, VP of Business Development, receives an annual base salary $84,000 plus bonus compensation based on term sheets executed with prospective acquired companies as well as completed purchased transactions. The bonus payment is equivalent to 1.5% of the estimated next twelve month's acquired revenue and is paid as follows: 10% when term sheet is signed, 40% when the transaction is closed and 50% three months following close. Approximately, $75,000 remains as potential additional compensation under this formula. A.J. Wasserstein, President and CEO, receives an annual base salary of $324,250 plus bonus compensation based on the change in net equity value of the business on a year over year basis. Approximately $750,000 has been earned but not yet paid for 2007. This amount has not been accrued for but will be paid by the Company concurrent with closing. Mr. Wasserstein has an employment contract with the Company that will be terminated at the Closing. James Ratliff, SVP, receives an annual base salary of $25,000 and has an employment contract with the Company that will be terminated at the Closing. Scott Brabant, Chief Financial Officer, receives an annual base salary of $140,000 plus bonus compensation of up to $40,000 annually, payable in quarterly installments. Mr. Brabant will also receive in connection with a Change of Control, in addition to cash received from the liquidation of stock options and restricted stock, a cash payment equal to approximately $350,000, which will be paid by the Company at Closing or will be reflected as a Current Liability on the Closing Balance Sheet. John Pavlovich, Chief Operating Officer, receives an annual base salary $158,000 plus bonus compensation of up to S52,000 annually, payable in quarterly installments. Mr. Pavlovich will also receive in connection with a Change of Control, in addition to cash received from the liquidation of stock options, a cash payment equal to approximately $75,000, which will be paid by the Company at Closing or will be reflected as a Current Liability on the Closing Balance Sheet Jon D'Elia, SVP of Sales & Marketing, receives and annual base salary of $154,500 plus bonus compensation of up to $41,200 annually, payable in quarterly installments. Mr. D'Elia will also receive in connection with a Change of Control, in addition to cash received from the liquidation of stock options, a cash payment equal to approximately $35,000, which will be paid by the Company at Closing or will be reflected as a Current Liability on the Closing Balance Sheet David Koval, SVP of Operations, receives an annual base salary of $106,000 plus bonus compensation of up to $30,000 annually, payable in quarterly installments. The Company pays approximately $240,000 annually for its Wide Area Network to SAVVIS. The Company pays approximately $100,000 annually for software maintenance to O'Neil Software. This is exclusive of new licenses purchased. The Company pays ADP Total Source, Inc. an amount equivalent to the salaries and wages of all its employees plus health insurance costs, federal and state taxes, workers compensation insurance and an administrative fee to ADP Total Source, Inc. for its services. The Company has paid certain vendors on an as needed basis to purchase materials, i.e. fuel, empty cartons for resale, shelving systems etc. 6964112001-002 Current/9465910v7 {B0630116: 1} FINAL COPY The Company is a party to letters of intent with The File Room in Houston, TX, Hamilton Records Management in the Long Island, NY marketplace and Atlanta Data Storage in Atlanta, GA, in each case, with respect to potential acquisitions as set forth therein (collectively, the "Letters of Intent"). Copies of the Letters of Intent have been provided to the Buyer. There can be no assurances of whether any of the transactions will be consummated as of the Closing or at any time thereafter, if at all. All bonuses earned for 2006 were paid before March 15, 2007. The annual bonus potential is accrued monthly on a straight line basis and paid in quarterly installments. The next expected payment is for Q I 2007 on or about April 27, 2007. 6964/12001-002 Current/9465910v7 {B0630116; 1} FINAL COPY Schedule 2.14 Intellectual Property No exceptions noted 6964/12001-002 Current/9465910v7 {B0630116; 1} FINAL COPY Schedule 2.15 Environmental Matters No exceptions noted 6964/12001-002 Current/9465910v7 (B0630116,1} FINAL COPY Schedule 2.16 Insurance See Exhibit to Schedule 2.16 6964/12001-002 Current/9465910v7 {B0630116, 1} Schedule 2.17 Brokers No exceptions noted FINAL COPY 6964112001,4)02 Curren11J9465910v7 {B0630116; 1} FINAL COPY Schedule 2.18 Compliance With Laws The Company received notice from the fire marshal of the Town of Babylon in March of 2006 that it has deficiencies with its shelving system and sprinkler system in its Deer Park, NY facility. The Company is taking corrective measures, which are expected to cost less than $100,000 in the aggregate. The decking replacement will be completed prior to closing but we are completing an RFP process for the sprinkler retro fit. A copy of the notice is attached. The Company is installing exit and emergency lighting, which is expected to cost approximately S12,000 in the aggregate and to be completed and paid for prior to closing, to cure deficiencies noted by local officials in our Malvern, PA leased facility pursuant to a Building Inspection Report from the East Whiteland Township dated 12/15/2006, a copy of which has been provided to Buyer. The Company has not received any other formal notice of its non-compliance with any codes, regulations, etc. 6964/12001-002 Currenti9465910v7 {B0630116;1} FINAL COPY Schedule 5.1 Conduct of Business Reference is made to all schedules contained herein to the extent that it is reasonably apparent from the text of such schedule that such event is to take place after the date hereof. The Company intends to use all available cash as of or prior to the Closing to pay down indebtedness, including without limitation, amounts owed to Bank of America or other lenders. The Company will pay bonuses to Scott Brabant, John Pavlovich, A. J. Wasserstein and certain other key individuals in connection with the transaction contemplated herein prior to Closing in an aggregate estimated amount of $1,133,500. The Fiscal Year 2006 financial audit of the Company is not yet complete and, although the Company does not anticipate a need to alter current accounting practices, the Company is bound by the ultimate determination of its auditors in abiding by the principals of GAAP, including but not limited to, tax provision calculations. The Company may liquidate the interest rate swaps referenced on Schedule 2.5. As stated in Schedule 2.5, the Company has a bonus program with employee Charles Saponaro for acquisition activity with at least a term sheet signed. All amounts earned prior to the closing will be accrued. As stated in Schedule 2.2, the Company is in the process of purchasing vehicles in the total amount of $100,000. Delivery and payment have not been made. The Company expects to take delivery of these within 30 days. As stated in Schedule 2.5, the Company is in the process of installing shelving systems in its Connecticut, Allentown PA, Boynton Beach FL, Deer Park NY, Greensboro NC facilities and a warehouse consolidation project in Cohoes, NY and Watertown/Waterbury, CT. In some instances the order has been placed. In others, installation is in process. Total project cost for all is approximately $300,000. A sprinkler/racking installation is underway at 200 Commercial Street in Connecticut and is expected to be completed by April 30, 2007, at which time approximately 80,000 boxes will begin to move from 45 Brown Place in Waterbury as part of a warehouse consolidation project and will take approximately 90-120 days to complete. A racking purchase for the Company's Allentown, PA facility has been ordered and is expected to arrive mid -April and installed by April 306. A racking purchase for the Company's Boynton Beach, FL facility has been ordered and is expected to arrive and be installed by mid -May. The Deer Park decking replacement project is underway and is expected to be completed by mid -April. The sprinkler retrofit for this facility has not been initiated as we are in the RFP stage. The warehouse consolidation project in Cohoes NY is underway and expected to be completed in the next 90 days. As stated in Schedule 2.11(a), the Company is in the process of vacating the building located at 45 Brown Place in Waterbury, CT, which is leased to the Company by an entity controlled by A.J. Wasserstein. The contents of the building will be relocated to the Company's leased facility at 200 Commercial Street in Watertown, CT, which is also leased to the Company by an entity controlled by A.J. Wasserstein. It is estimated that this relocation will begin in April 2007 and take approximately 3-6 months to complete. The Brown Place lease has a provision that upon Change of Control, the tenant may terminate the lease on 60 days notice. As stated in Schedule 2.13, the Company is obligated to pay interest on loans or dividends accrued to Bank of America, HV Capital Investors (and/or its affiliate, HV Capital LLC) and certain ABRY entities in connection with the execution of the senior debt credit facility, senior subordinated note facility and preferred stock purchase agreements. Each of these obligations will be paid in full at or prior to the Closing. 6964/12001-002 Currenti9465910v7 {B0630116;1} FINAL COPY As stated in Schedule 2. 1 3, the Company is a party to letters of intent with The File Room in Houston, TX, Hamilton Records Management in the Long Island, NY marketplace and Atlanta Data Storage in Atlanta, GA, in each case, with respect to potential acquisitions as set forth therein (collectively, the "Letters of Intent"). Copies of the Letters of Intent have been provided to the Buyer. There can be no assurances of whether any of the transactions will be consummated as of the Closing or at any time thereafter, if at all. The Company agrees and acknowledges that the consummation of any of these transactions is subject to the provisions of the last paragraph of Section 5.1. 6964/12001-002 CurrenU9465910v7 {B0630116; 1}