Exhibit 10.2


 


 


NZ Share sale agreement


 


 


SIRVA (Australia) Pty Ltd


ABN 67 005 944
203


 


SIRVA Worldwide, Inc.


 


IM New Zealand Holdings ULC


 


and


 


Iron Mountain Incorporated


 


 





 


 


101 Collins Street Melbourne Victoria 3000
Australia


Telephone +61 3 9288 1234  Facsimile +61 3 9288 1567


www.freehills.com  DX 240 Melbourne


 


SYDNEY MELBOURNE PERTH BRISBANE SINGAPORE


Correspondent Offices HANOI HO CHI MINH
CITY JAKARTA KUALA LUMPUR


 


Reference RJL:AL:BA


 





















 


	
  Table
  of contents

  	
   

  



 


	
  Clause

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1

  	
  Definitions and Interpretation

  	
  3

  
	
   

  	
   

  	
   

  
	
  2

  	
  Conditions for Completion

  	
  3

  
	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Conditions

  	
  3

  
	
   

  	
  2.2

  	
  Notice

  	
  4

  
	
   

  	
  2.3

  	
  Reasonable endeavours

  	
  4

  
	
   

  	
  2.4

  	
  Waiver

  	
  4

  
	
   

  	
  2.5

  	
  Cut Off
  Date

  	
  4

  
	
   

  	
  2.6

  	
  No binding agreement for transfer

  	
  5

  
	
   

  	
   

  	
   

  
	
  3

  	
  Sale
  and purchase

  	
  5

  
	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Sale
  Shares

  	
  5

  
	
   

  	
  3.2

  	
  Associated
  rights

  	
  5

  
	
   

  	
  3.3

  	
  Purchase
  Price

  	
  5

  
	
   

  	
  3.4

  	
  Payments

  	
  6

  
	
   

  	
  3.5

  	
  Title
  and risk

  	
  6

  
	
   

  	
   

  	
   

  
	
  4

  	
  Period before Completion

  	
  6

  
	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Carrying on of business

  	
  6

  
	
   

  	
  4.2

  	
  Permitted
  acts

  	
  7

  
	
   

  	
  4.3

  	
  Intra-group
  loans

  	
  7

  
	
   

  	
  4.4

  	
  Parent
  Guarantees

  	
  8

  
	
   

  	
  4.5

  	
  Subsidiary Guarantees

  	
  8

  
	
   

  	
  4.6

  	
  New Zealand Tax Liability

  	
  8

  
	
   

  	
   

  	
   

  
	
  5

  	
  Termination

  	
  8

  
	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Termination of Australian Share Sale Agreement

  	
  8

  
	
   

  	
  5.2

  	
  Effect of termination

  	
  9

  
	
   

  	
  5.3

  	
  No other right to terminate or rescind

  	
  9

  
	
   

  	
   

  	
   

  
	
  6

  	
  Completion

  	
  9

  
	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Time
  and place

  	
  9

  
	
   

  	
  6.2

  	
  Completion

  	
  9

  
	
   

  	
  6.3

  	
  Notice
  to complete

  	
  9

  
	
   

  	
  6.4

  	
  Completion simultaneous

  	
  10

  
	
   

  	
   

  	
   

  
	
  7

  	
  Prior to completion of the Australian Share Sale
  Agreement

  	
  10

  
	
   

  	
   

  	
   

  
	
  8

  	
  Unwinding of transaction

  	
  11

  
	
   

  	
   

  	
   

  
	
  9

  	
  Period after Completion

  	
  11

  
	
   

  	
   

  	
   

  
	
   

  	
  9.1

  	
  Appointment
  of proxy

  	
  11

  



 


1





















 


	
   

  	
  9.2

  	
  Access to records by Seller

  	
  11

  
	
   

  	
   

  	
   

  
	
  10

  	
  Costs
  and expenses

  	
  12

  
	
   

  	
   

  	
   

  
	
  11

  	
  Guarantee by Seller’s Guarantor

  	
  12

  
	
   

  	
   

  	
   

  
	
   

  	
  11.1

  	
  Guarantee and indemnity

  	
  12

  
	
   

  	
  11.2

  	
  Extent of guarantee and indemnity

  	
  12

  
	
   

  	
  11.3

  	
  Principal and independent obligation

  	
  13

  
	
   

  	
  11.4

  	
  Continuing guarantee and indemnity

  	
  13

  
	
   

  	
  11.5

  	
  No
  withholdings

  	
  13

  
	
   

  	
  11.6

  	
  Currency

  	
  13

  
	
   

  	
  11.7

  	
  Seller’s Guarantor’s Liability

  	
  14

  
	
   

  	
   

  	
   

  
	
  12

  	
  Guarantee by Buyer’s Guarantor

  	
  14

  
	
   

  	
   

  	
   

  
	
   

  	
  12.1

  	
  Guarantee and indemnity

  	
  14

  
	
   

  	
  12.2

  	
  Extent of guarantee and indemnity

  	
  14

  
	
   

  	
  12.3

  	
  Principal and independent obligation

  	
  15

  
	
   

  	
  12.4

  	
  Continuing guarantee and indemnity

  	
  15

  
	
   

  	
  12.5

  	
  No
  withholdings

  	
  15

  
	
   

  	
  12.6

  	
  Currency

  	
  15

  
	
   

  	
  12.7

  	
  Buyer’s Guarantor’s Liability

  	
  15

  
	
   

  	
   

  	
   

  
	
  13

  	
  General

  	
  15

  
	
   

  	
   

  	
   

  
	
   

  	
  13.1

  	
  Notices

  	
  15

  
	
   

  	
  13.2

  	
  Governing law and jurisdiction

  	
  17

  
	
   

  	
  13.3

  	
  Service
  of process

  	
  17

  
	
   

  	
  13.4

  	
  Prohibition and enforceability

  	
  18

  
	
   

  	
  13.5

  	
  Waivers and variation

  	
  18

  
	
   

  	
  13.6

  	
  Assignment

  	
  18

  
	
   

  	
  13.7

  	
  Further
  assurances

  	
  18

  
	
   

  	
  13.8

  	
  Approvals and consent

  	
  18

  
	
   

  	
  13.9

  	
  Remedies cumulative

  	
  19

  
	
   

  	
  13.10

  	
  Counterparts

  	
  19

  
	
   

  	
  13.11

  	
  Severability

  	
  19

  
	
   

  	
  13.12

  	
  Entire
  Agreement

  	
  19

  
	
   

  	
  13.13

  	
  Default
  Interest

  	
  19

  
	
   

  	
  13.14

  	
  Contra proferentem excluded

  	
  19

  
	
   

  	
  13.15

  	
  No
  withholdings

  	
  20

  
	
   

  	
   

  
	
  Schedule 1 – Definitions and Interpretation

  	
  1

  
	
   

  	
   

  
	
  Schedule 2
  – Completion Steps

  	
  1

  



 


2





















 


This Share Sale Agreement


 


is made on                    October 2005
between the following parties:


 


1                                        SIRVA (Australia) Pty Limited

ABN 67 005 944 203

of 202 – 228 Greens Road, Dandenong, Victoria, Australia  3175

(Seller)


 


2                                        SIRVA Worldwide, Inc.

of 700 Oakmont Lane, Westmont IL 60559

(the Seller’s Guarantor)]


 


3                                        IM New Zealand Holdings ULC

New Zealand Company number 1711237

of C/ Minter Ellison Rudd Watts, Lumley Centre, 88 Shortland Street,
Auckland, New Zealand

(Buyer)


 


4                                        Iron Mountain Incorporated

of 745 Atlantic Avenue, Boston, Massachusetts
02111, USA

(Buyer’s Guarantor)


 


Recitals


 


A.                                 The Seller owns the Sale Shares.


 


B.                                    The Seller has agreed to sell and the Buyer has agreed to buy the
Sale Shares on the terms and conditions of this agreement.


 


C.                                    The Seller’s Guarantor has agreed to guarantee the Seller’s
obligations under this agreement.


 


D.                                   The Buyer’s Guarantor has agreed to guarantee the Buyer’s
obligations under this agreement.


 


The parties agree


 


in
consideration of, among other things, the mutual promises contained in this
agreement:


 


1                                        Definitions and Interpretation


 


In this
agreement capitalised expressions have the meanings set out in Schedule 1.
This agreement will be interpreted in accordance with Schedule 1.


 


2                                        Conditions for Completion


 


2.1                               Conditions


 


Clauses 3 and
6 do not become binding on the parties and are of no force or effect unless and
until each of the following conditions have been satisfied or waived in
accordance with clause 2.4:


 


3





















 


(a)                                 Overseas Investment Office: to the extent required by law, the Buyer has received consent from
the Overseas Investment Office to the transactions contemplated by this
agreement, either unconditionally or on terms acceptable to the Buyer acting reasonably;


 


(b)                                Conditions precedent under Australian Share Sale
Agreement: each of the conditions in clauses
2.1(a), 2.1(b), 2.1(e), 2.1(f) and 2.1(g) of the Australian Share
Sale Agreement has been satisfied or waived in accordance with that agreement;
and


 


(c)                                 Lender approval: the
Seller’s Guarantor has received the approval of the lenders under the Credit
Agreement for the transactions contemplated by this agreement.


 


2.2                               Notice


 


Each party
must promptly notify the others in writing if it becomes aware that a condition
in clause 2.1 has been satisfied or if any condition has become incapable of
being satisfied.


 


2.3                               Reasonable
endeavours


 


(a)                                 The Buyer must use all reasonable endeavours to ensure that the
condition in clause 2.1(a) is satisfied as expeditiously as possible and
in any event on or before the Cut Off Date.


 


(b)                                To the extent within their reasonable control, the Seller must
procure that all reasonable endeavours are exercised and the Buyer must
exercise or procure the exercise of all reasonable endeavours to ensure that
the conditions in clauses 2.1(b) and 2.1(c) are satisfied as
expeditiously as possible and in any event on or before the Cut Off Date.


 


(c)                                 The Buyer must keep the
Seller informed of the progress towards satisfaction of its obligations under
clause 2.3(a).


 


(d)                                Each party must cooperate and consult with each other party in
approaching the relevant regulatory bodies for the purposes of satisfying the
condition in clause 2.1(a).


 


(e)                                 Each party must provide all reasonable assistance to the other as is necessary to satisfy the conditions.


 


(f)                                   The Seller must provide all information as may be reasonably
requested by the Buyer in connection with any notices and applications for
approval.


 


2.4                               Waiver


 


The conditions
in clause 2.1 are for the benefit of both the Seller and the Buyer and may only
be waived by written agreement between the Seller and the Buyer.


 


2.5                               Cut
Off Date


 


Either of the
Seller or Buyer may, by not less than 2 Business Days’ notice to the other,
terminate this agreement at any time before Completion if:


 


(a)                                 the conditions in clause 2.1 are not satisfied, or waived in
accordance with clause 2.4, by the Cut Off Date; or


 


4





















 


(b)                                the conditions in clause 2.1 become incapable of satisfaction or the
parties agree that any of the conditions in clause 2.1 cannot be satisfied.


 


2.6                               No
binding agreement for transfer


 


For the
avoidance of doubt, nothing in this agreement will cause a binding
unconditional agreement for the transfer of shares or the sale of assets to
arise unless and until the conditions in clause 2.1 have been satisfied or
waived in accordance with clause 2.4 and no person will obtain rights to call
for a transfer of shares as a result of this agreement unless and until those
conditions have been satisfied or waived.


 


3                                        Sale and purchase


 


3.1                               Sale
Shares


 


On the day for
Completion determined under clause 6.1, the Seller must sell, and the Buyer
must buy, the Sale Shares for the Purchase Price free and clear of all Encumbrances.


 


3.2                               Associated
rights


 


(a)                                 The Seller must sell the Sale Shares to the Buyer together with all
rights:


 


(1)                                 attached to them as at the date of this agreement; and


 


(2)                                 which accrue between the date of this agreement and Completion,


 


other than the Agreed Distributions.


 


(b)                                On or before Completion, the Seller is entitled to, and may procure
the payment to it of, an amount up to the Agreed Distributions. For the
avoidance of doubt, if the Sale Entity does not have sufficient profits to
cover the amount of the Agreed Distributions then the Seller may procure that
an amount up to the balance of the Agreed Distributions amount is paid to the
Seller by way of one or more returns of capital.  The Seller must ensure that the Transaction
Entities comply with all applicable laws in making any payments to it under
this clause 3.2(b).


 


(c)                                 The parties acknowledge that prior to Completion:


 


(1)                                 the transaction contemplated by the New Zealand Hive Out Agreement
will complete; and


 


(2)                                 the Seller will procure that no shares in any of Allied Pickfords
Ltd, Allied Movers (NZ) Ltd and Pickfords New Zealand Ltd will be held directly
or indirectly by the Sale Entity.


 


3.3                               Purchase
Price


 


(a)                                 The consideration for the sale of the Sale Shares is the payment by
the Buyer of the Purchase Price less the New Zealand Tax Liability.


 


(b)                                The Purchase Price less the New Zealand Tax Liability is payable by
the Buyer on Completion in Immediately Available Funds in accordance with
clause 6.


 


5





















 


3.4                               Payments


 


All payments
to be made by a party under this agreement must be made without counter claim
or set-off.


 


3.5                               Title
and risk


 


Title to and
risk in the Sale Shares passes to the Buyer on Completion.


 


4                                        Period before Completion


 


4.1                               Carrying
on of business


 


(a)                                 Subject to clause 4.2, between the date of this agreement and
the earlier of Completion and termination of this agreement, the Seller must
ensure that the Business is conducted in the ordinary course and, in
particular, that no Transaction Entity:


 


(1)                                 distributes or returns any capital to its members;


 


(2)                                 buys back any of its shares or otherwise alters its share capital;


 


(3)                                 issues any shares, options or securities which are convertible into
shares in that Transaction Entity;


 


(4)                                 alters its constitution;


 


(5)                                 disposes of, or grants any option over, any asset the written down
book value of which exceeds $50,000 (other than in the ordinary course of the
Business);


 


(6)                                 acquires any assets the cost of which exceeds $50,000 other than:


 


(A)                             pursuant to any agreement executed prior to the date of this
agreement and disclosed in the Disclosure Materials;


 


(B)                               the replacement of an asset in accordance with planned, routine or
emergency programs; or


 


(C)                               in the ordinary course of the Business;


 


(7)                                 terminates, assigns, materially amends or waives any material rights
under any Material Contract except with the prior consent of the Buyer;


 


(8)                                 commences or voluntarily becomes a party to any court proceedings of
a material nature except where necessary to avoid material prejudice to the
Business (in which case the Seller will notify the Buyer of, and consult with
the Buyer in respect of, such proceedings);


 


(9)                                 enters into any material agreement or arrangement with the Seller
Group other than agreements or arrangements necessary to effect any of the
transactions contemplated or referred to in this agreement or agreements or
arrangements entered into on arm’s length commercial terms and in the ordinary
course of Business that will be terminated on or prior to Completion;


 


6





















 


(10)                           terminates the employment of any employee of a Transaction Entity
other than for cause or otherwise pursuant to their employment contract;


 


(11)                           change the terms of employment, salary or bonus of any employee of a
Transaction Entity in any material respect, except in accordance with any terms
of employment as at the date of this agreement or consistent with past practice
in the ordinary course of the Business; or


 


(12)                           creates any Encumbrance affecting any of the assets.


 


(b)                                Subject to clause 4.2, between the date of this agreement and the
earlier of Completion and termination of this agreement, the Seller must ensure
that the Buyer, its solicitors, accountants and other authorised
representatives, are (on reasonable notice being provided to the Seller) given
access during normal business hours to:


 


(1)                                 all available books of account, books, records, contracts,
commitments and property of the Transaction Entities which are in, or prior to
the Completion Date come into, existence and the Seller must furnish or must
procure that each Transaction Entity furnishes to the Buyer during such period
all such information concerning the Transaction Entities as the Buyer may reasonably
request; and


 


(2)                                 all executives and management of the Transaction Entities.


 


4.2                               Permitted
acts


 


Nothing in
clause 4.1 restricts the Seller or any Transaction Entity from doing anything:


 


(a)                                 which is contemplated in this agreement, any Transaction Agreement,
the Australian Share Sale Agreement or the New Zealand Hive Out Agreement;


 


(b)                                to reasonably and prudently respond to an emergency or disaster
(including a situation giving rise to a risk of personal injury or damage to
property) which the Seller must do in consultation with the Buyer where
practicable;


 


(c)                                 which is necessary for a Transaction Entity to meet its legal or, in
the case of contracts entered into prior to the date of this agreement and
fairly disclosed in the Disclosure Materials, contractual obligations; or


 


(d)                                approved by the Buyer, such approval not to be unreasonably withheld
or delayed.


 


4.3                               Intra-group
loans


 


Before Completion, the Seller must:


 


(a)                                 identify all existing loans between a
Seller Group Member and a Transaction Entity; and


 


(b)                                procure that all payments are made and such other actions are taken
as may be necessary to ensure the payment in full of loan balances between


 


7





















 


any Seller
Group Members (on the one hand) and the Sale Entity (on the other hand).


 


4.4                               Parent
Guarantees


 


(a)                                 Before Completion, the Seller and the Buyer must take all reasonable
steps to ensure that, effective from Completion, each Seller Group Member is
released from any actual, contingent or accrued liabilities under a Parent
Guarantee given by it. For the purposes of this clause 4.4, “reasonable
steps” includes the Buyer or (at the
request of the relevant third party) another Buyer Group Member providing the
relevant third party with a replacement guarantee or security on terms the same
or substantially the same as the terms of the existing Parent Guarantee.


 


(b)                                If a Seller Group Member has not been released from a Parent
Guarantee in accordance with clause 4.4(a) by Completion, the Buyer must indemnify the Seller’s Guarantor against any Loss
which the Seller Group Member pays, suffers, incurs or is liable for under or
in relation to that Parent Guarantee after Completion.


 


4.5                               Subsidiary
Guarantees


 


(a)                                 Before Completion the Seller must ensure that, effective from
Completion, each Transaction Entity is released from any actual, contingent or
accrued liabilities under any Subsidiary Guarantee given by it.


 


(b)                                If a Transaction Entity has not been released from a Subsidiary
Guarantee in accordance with clause 4.5(a) by Completion, without
limiting the Buyer’s other rights and remedies in connection with the Seller’s
breach of clause 4.5(a), the Seller’s Guarantor must indemnify the Buyer
against any Loss which the Transaction Entity pays, suffers, incurs or is
liable for under or in relation to that Subsidiary Guarantee after Completion.


 


4.6                               New
Zealand Tax Liability


 


(a)                                 Not less than 5 Business Days prior to Completion, the Seller must
procure that PricewaterhouseCoopers certifies to the parties a reasonable
estimate of the New Zealand Tax Liability.


 


(b)                                If the actual New Zealand Tax Liability differs from the amount
certified under clause 4.6(a):


 


(1)                                 the Buyer must account to the Seller’s Guarantors; or


 


(2)                                 the Seller’s Guarantor must account to the Buyer,


 


as the case may be, as soon as possible.


 


5                                        Termination


 


5.1                               Termination
of Australian Share Sale Agreement


 


This agreement
terminates with immediate effect upon termination of the Australian Share Sale
Agreement for any reason.


 


8





















 


5.2                               Effect
of termination


 


If this
agreement is terminated under clause 2.5, clause 5.1 or clause 6.3(b), then:


 


(a)                                 each party is released from its obligations to further perform its
obligations under this agreement and the Transaction Agreements, except those
expressed to survive termination;


 


(b)                                each party retains the rights it has against the other in respect of any breach of this agreement occurring before
termination;


 


(c)                                 the Buyer must return to the Seller all documents and other
materials obtained from the Seller in accordance with the terms of the
Confidentiality Agreement; and


 


(d)                                the rights and obligations of each party under each of the following
clauses and schedules will continue independently from the other obligations of
the parties and survive termination of this agreement:


 


(1)                                 clause 1 and Schedule 1 (Definitions and Interpretation);


 


(2)                                 clause 5 (Termination);


 


(3)                                 clause 10 (Duties, costs and expenses); and


 


(4)                                 clause 13 (General).


 


5.3                               No
other right to terminate or rescind


 


No party may
terminate or rescind this agreement except as permitted under clause 2.5, this
clause 5 or clause 6.3(b).


 


6                                        Completion


 


6.1                               Time
and place


 


Subject to
clause 5, Completion must take place at the office of Freehills at Level 42,
101 Collins Street, Melbourne, at 11:00 a.m. on the day specified for
completion of the Australian Share Sale Agreement in clause 6.1 of the
Australian Share Sale Agreement, or such other place, time and date as the
Seller and Buyer agree.


 


6.2                               Completion


 


(a)                                 On or before Completion, each party must carry out the Completion
Steps referable to it in accordance with Schedule 2.


 


(b)                                Completion is taken to have occurred when each party has performed
all its obligations under this clause 6 and Schedule 2.


 


6.3                               Notice
to complete


 


(a)                                 If a party (Defaulting Party)
fails to satisfy its obligations under clause 6.2 and Schedule 2 on the
day and at the place and time for Completion determined under clause 6.1 then
the other party (Notifying Party) may give the
Defaulting Party a notice requiring the Defaulting Party to satisfy


 


9





















 


those
obligations within a period of 5 Business Days from the date of the notice and
declaring time to be of the essence.


 


(b)                                If the Defaulting Party fails to satisfy those obligations within
those 5 Business Days the Notifying Party may, without limitation to any other
rights it may have, terminate this agreement by giving written notice to the
Defaulting Party.


 


6.4                               Completion
simultaneous


 


(a)                                 Subject to clause 6.4(b), the actions to take place as contemplated
by this clause 6 and Schedule 2 are interdependent and must take place, as
nearly as possible, simultaneously. If one action does not take place, then
without prejudice to any rights available to any party as a consequence:


 


(1)                                 there is no obligation on any party to undertake or perform any of
the other actions;


 


(2)                                 to the extent that such actions have already been undertaken, the
parties must do everything reasonably required to reverse those actions; and


 


(3)                                 the Seller and the Buyer must each return to the other all documents
delivered to it under clause 6.2(a) and Schedule 2 and must each
repay to the other all payments received by it under clause 6.2(a) and Schedule 2,
without prejudice to any other rights any party may have in respect of that
failure.


 


(b)                                The Buyer may, in its sole discretion, waive any or all of the
actions which the Seller is required to perform under clause 2.1 of Schedule 2
and the Seller may, in its sole discretion, waive any or all of the actions
which the Buyer is required to perform under clause 2.2 of Schedule 2.


 


7                                        Prior to completion of the Australian Share Sale
Agreement


 


Between
Completion and completion of the Australian Share Sale Agreement, the Buyer:


 


(a)                                 must not sell, transfer, assign, trust, encumber, option, swap or in
any other way alienate its legal or beneficial rights attaching to the Sale
Shares, without the written consent of the Seller; and


 


(b)                                must use its reasonable endeavours to ensure
that the business of the Sale Entity is conducted materially in the ordinary
course and, in particular, that the Sale Entity does not:


 


(1)                                 distribute or return any capital to its members;


 


(2)                                 buy-back any of its shares;


 


(3)                                 issue any shares, options or securities which are convertible into
shares in the Sale Entity; or


 


(4)                                 alter its constitution.


 


10





















 


8                                        Unwinding of transaction


 


(a)                                 In the event that the Australian Share Sale Agreement does not
complete on the date of Completion of this agreement then the parties agree
that the transactions completed pursuant to this agreement must be unwound and
both parties returned to the position they would have been in, but for
Completion of this agreement, within one Business Day.


 


(b)                                For the purposes of clause 8(a), the parties must use their best
endeavours to unwind all transactions completed pursuant to this agreement,
including without limitation:


 


(1)                                 the Seller must pay the Purchase Price back to the Buyer in
Immediately Available Funds; and


 


(2)                                 the Buyer must transfer the Sale Shares, free and clear of all
Encumbrances, back to the Seller.


 


9                                        Period after Completion


 


9.1                               Appointment
of proxy


 


(a)                                 Subject to clause 7, from Completion until the Sale Shares are
registered in the name of the Buyer, the Seller must:


 


(1)                                 appoint the Buyer as the sole proxy of the holders of Sale Shares to
attend shareholders’ meetings and exercise the votes attaching to the Sale
Shares;


 


(2)                                 not attend and vote at any shareholders’ meetings;


 


(3)                                 take all other actions in the capacity of a registered holder of the
Sale Shares as the Buyer directs.


 


(b)                                The Buyer indemnifies the Seller’s Guarantor against all Loss
suffered or incurred by the Seller Group arising out of the implementation of
any action taken in accordance with the proxy referred to in clause 9.1(a).


 


9.2                               Access
to records by Seller


 


(a)                                 The Buyer must take reasonable steps to procure that all Business
Records delivered to the Buyer at Completion are preserved in respect of the
period ending on the Completion Date until the
earlier of:


 


(1)                                 6 years from the Completion Date; and


 


(2)                                 any date required by an applicable law.


 


(b)                                After Completion the Buyer must, on reasonable notice from the
Seller:


 


(1)                                 provide the Seller and its advisers with reasonable access to the
Business Records referred to in clause 9.2(a) and allow the Seller to
inspect and obtain copies or certified copies of the Business Records at the
Seller’s expense; and


 


11





















 


(2)                                 provide the Seller and its advisers with reasonable access to the
personnel and premises of the Buyer Group Members and the Sale Entity,


 


for the purpose of assisting the Seller
Group Members to prepare tax returns, accounts and other financial statements,
discharge statutory obligations or comply with Tax, Duty or other legal
requirements or to conduct legal or arbitration proceedings with third parties.


 


(c)                                 The Seller must reimburse the Buyer for its reasonable costs in
retrieving any Business Records and making personnel and premises available
under this clause 9.2.


 


(d)                                The Buyer is not obliged to waive legal professional privilege. The
Seller must comply with any reasonable steps requested by the Buyer to preserve
confidentiality.


 


(e)                                 The Buyer agrees that the Seller may retain copies of any Business
Records which it may require to enable it to comply with any applicable law
after the Completion Date.


 


10                                 Costs and expenses


 


(a)                                 Unless otherwise provided for in this agreement, each party must pay
its own costs and expenses in respect of the negotiation, preparation,
execution, delivery and registration of this agreement and any other agreement
or document entered into or signed under this agreement.


 


(b)                                Any action to be taken by the Buyer or the Seller in performing its
obligations under this agreement must be taken at its own cost and expense
unless otherwise provided in this agreement.


 


11                                 Guarantee by Seller’s Guarantor


 


11.1                        Guarantee
and indemnity


 


The Seller’s Guarantor:


 


(a)                                 unconditionally and irrevocably guarantees to the Buyer on demand,
the due and punctual performance of the Seller’s obligations under this
agreement; and


 


(b)                                as a separate and additional liability, indemnifies the Buyer
against all Loss, actions, proceedings and judgments of any nature, incurred
by, brought, made or recovered against the Buyer arising from any default or
delay in the due and punctual performance of the Seller’s obligations under
this agreement.


 


11.2                        Extent
of guarantee and indemnity


 


The liability
of the Seller’s Guarantor under this clause 11 is not affected by anything
which, but for this clause 11 might operate to release or exonerate the


 


12





















 


Seller’s
Guarantor in whole or in part from its obligations including any of the
following, whether with or without the consent of the Seller’s Guarantor:


 


(a)                                 the grant to the Seller, the Seller’s Guarantor or any other person
of any time, waiver or other indulgence, or the discharge or release of the
Seller, the Seller’s Guarantor or any other person from any liability or
obligation;


 


(b)                                the Buyer or the Buyer’s Guarantor exercising
or refraining from exercising its rights under any security or any other
rights, powers or remedies against the Seller, the Seller’s Guarantor or any
other person;


 


(c)                                 the amendment, replacement, extinguishment, unenforceability,
failure, loss, release, discharge, abandonment or transfer either in whole or
in part and either with or without consideration, of any security now or in the
future held by the Buyer or the Buyer’s Guarantor from the Seller, the Seller’s
Guarantor or any other person or by the taking of or failure to take any
security;


 


(d)                                the failure or omission or any delay by the Seller or the Buyer to
give notice to the Seller’s Guarantor of any default by the Seller under this
agreement; and


 


(e)                                 any legal limitation, disability, incapacity or other circumstances
related to the Seller, the Seller’s Guarantor or any other person.


 


11.3                        Principal
and independent obligation


 


This clause 11
is a principal obligation and is not to be treated as ancillary or collateral
to any other right or obligation and extends to cover this agreement as
amended, varied, supplemented, renewed or replaced.


 


11.4                        Continuing
guarantee and indemnity


 


This clause 11
is a continuing obligation of the Seller’s Guarantor, despite Completion, and
remains in full force and effect for so long as the Seller has any liability or
obligation to the Buyer under this agreement and until all of those liabilities
or obligations have been fully discharged.


 


11.5                        No
withholdings


 


(a)                                 The Seller’s Guarantor must make all payments which become due under
this clause 11, free and clear and without deduction of all present and future
withholdings (including taxes, duties, levies, imposts, deductions and charges
of Australia or any other jurisdiction).


 


(b)                                If the Seller’s Guarantor is compelled by law to deduct any
withholding, then in addition to any payment due under this clause 11, it must pay
to the Buyer such amount as is necessary to ensure that the net amount received
by the Buyer after withholding equals the amount the Buyer would otherwise been
entitled to if not for the withholding.


 


11.6                        Currency


 


The Seller’s
Guarantor must pay all moneys which it becomes liable to pay under this clause
11 in the currency in which they are payable under this agreement and


 


13





















 


free of any
commissions and expenses relating to foreign currency conversion or any other
charges or expenses.


 


11.7                        Seller’s
Guarantor’s Liability


 


The Seller’s
Guarantor’s liability under this agreement shall not exceed the Seller’s
liability under this agreement.


 


12                                 Guarantee by Buyer’s Guarantor


 


12.1                        Guarantee
and indemnity


 


The Buyer’s
Guarantor:


 


(a)                                 unconditionally and irrevocably guarantees to the Seller on demand,
the due and punctual performance of the Buyer’s obligations under this
agreement; and


 


(b)                                as a separate and additional liability, indemnifies the Seller
against all Loss, actions, proceedings and judgments of any nature, incurred
by, brought, made or recovered against the Seller arising from any default or
delay in the due and punctual performance of the Buyer’s obligations under this
agreement.


 


12.2                        Extent
of guarantee and indemnity


 


The liability
of the Buyer’s Guarantor under this clause 12 is not affected by anything
which, but for this clause 12, might operate to release or exonerate the Buyer’s
Guarantor in whole or in part from its obligations including any of the
following, whether with or without the consent of the Buyer’s Guarantor:


 


(a)                                 the grant to the Buyer, the Buyer’s Guarantor or any other person of
any time, waiver or other indulgence, or the discharge or release of the Buyer,
the Buyer’s Guarantor or any other person from any liability or obligation;


 


(b)                                the Seller or the Seller’s Guarantor exercising or refraining from
exercising its rights under any security or any other rights, powers or
remedies against the Buyer, the Buyer’s Guarantor or any other person;


 


(c)                                 the amendment, replacement, extinguishment, unenforceability,
failure, loss, release, discharge, abandonment or transfer either in whole or
in part and either with or without consideration, of any security now or in the
future held by the Seller or the Seller’s Guarantor from the Buyer, the Buyer’s
Guarantor or any other person or by the taking of or failure to take any
security;


 


(d)                                the failure or omission or any delay by the Seller or the Buyer to
give notice to the Buyer’s Guarantor of any default by the Buyer or any other
person under this agreement; and


 


(e)                                 any legal limitation, disability, incapacity or other circumstances
related to the Buyer, the Buyer’s Guarantor or any other person.


 


14





















 


12.3                        Principal
and independent obligation


 


This clause 12
is a principal obligation and is not to be treated as ancillary or collateral
to any other right or obligation and extends to cover this agreement as
amended, varied, supplemented, renewed or replaced.


 


12.4                        Continuing
guarantee and indemnity


 


This clause 12
is a continuing obligation of the Buyer’s Guarantor, despite Completion, and
remains in full force and effect for so long as the Buyer has any liability or
obligation to the Seller under this agreement and until all of those
liabilities or obligations have been fully discharged.


 


12.5                        No
withholdings


 


(a)                                 The Buyer’s Guarantor must make all payments which become due under
this clause 12, free and clear and without deduction of all present and future
withholdings (including taxes, duties, levies, imposts, deductions and charges
of Australia or any other jurisdiction).


 


(b)                                If the Buyer’s Guarantor is compelled by law to deduct any
withholding, then in addition to any payment due under this clause 12, it must
pay to the Seller such amount as is necessary to ensure that the net amount
received by the Seller after withholding equals the amount the Seller would
otherwise been entitled to if not for the withholding.


 


12.6                        Currency


 


The Buyer’s Guarantor
must pay all moneys which it becomes liable to pay under this clause 12 in the
currency in which they are payable under this agreement and free of any
commissions and expenses relating to foreign currency conversion or any other
charges or expenses.


 


12.7                        Buyer’s
Guarantor’s Liability


 


The Buyer’s
Guarantor’s liability under this agreement shall not exceed the Buyer’s
liability under this agreement.


 


13                                 General


 


13.1                        Notices


 


(a)                                 Any notice or other communication including any request, demand,
consent or approval, to or by a party to this agreement:


 


(1)                                 must be in legible writing and in English addressed as shown below:


 


	
   

  	
  (A)

  	
  if to the
  Seller or Seller’s Guarantor:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
  700 Oakmont
  Lane

  
	
   

  	
   

  	
   

  	
   

  	
  Westmont IL
  60559

  
	
   

  	
   

  	
   

  	
   

  	
  United
  States

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
   

  	
  Ralph Ford,
  General Counsel

  



 


15





















 


	
   

  	
   

  	
  Copy to:

  	
   

  	
  James
  Bresingham, VP – Business Development

  
	
   

  	
   

  	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  	
   

  	
  David
  Farkas, Director of Business Development

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile:

  	
   

  	
  630 468
  4706; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Email:

  	
   

  	
  James.Bresingham@SIRVA.com;

  
	
   

  	
   

  	
   

  	
   

  	
  Dave.Farkas@SIRVA.com

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (B)

  	
  if to the
  Buyer or to the Buyer’s Guarantor:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
  Iron
  Mountain

  
	
   

  	
   

  	
   

  	
   

  	
  745 Atlantic
  Avenue

  
	
   

  	
   

  	
   

  	
   

  	
  Boston,
  Massachusetts 02111

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
   

  	
  General
  Counsel

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile:

  	
   

  	
  +1 (617) 451
  0409; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Email:

  	
   

  	
  gwatzke@ironmountain.com

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and copied
  to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
  Iron
  Mountain

  
	
   

  	
   

  	
   

  	
   

  	
  745 Atlantic
  Avenue

  
	
   

  	
   

  	
   

  	
   

  	
  Boston,
  Massachusetts 02111

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
   

  	
  C. Richard
  Reese, Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile:

  	
   

  	
  +1 (617) 357
  4604; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Email:

  	
   

  	
  rreese@ironmountain.com

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and copied
  to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Minter
  Ellison

  	
   

  	
   

  
	
   

  	
   

  	
  Rialto
  Towers

  
	
   

  	
   

  	
  525 Collins
  Street

  
	
   

  	
   

  	
  MELBOURNE
    VIC 3000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile:

  
	
   

  	
   

  	
  +61 3 8608
  1000

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:
  Nick Broome

  



 


or as specified to the sender by any party
by notice;


 


(2)                                 where the sender is a company, must be signed by an officer or under
the common seal of the sender;


 


(3)                                 is regarded as being given by the sender and received by the
addressee:


 


(A)                             if by delivery in person, when delivered to the addressee;


 


(B)                               if by post, 10 Business Days from and including the date of postage;


 


16





















 


(C)                               if by facsimile transmission, when a facsimile confirmation receipt
is received indicating successful delivery; or


 


(D)                              if sent by email, when a delivery confirmation report is received by
the sender which records the time that the email was delivered to the addressee’s
email address (unless the sender receives a delivery failure notification
indicating that the email has not been delivered to the addressee),


 


but if the delivery or receipt is on a day
which is not a Business Day or is after 5.00 pm (addressee’s time) it is
regarded as received at 9.00 am on the following Business Day; and


 


(4)                                 can be relied on by the addressee and the addressee is not liable to
any other person for any consequences of that reliance if the addressee
believes it to be genuine, correct and authorised by the sender.


 


(b)                                A facsimile transmission is regarded as legible unless the addressee
telephones the sender within 2 hours after the transmission is received or
regarded as received under clause 13.1(a)(3) and informs the sender
that it is not legible.


 


(c)                                 In this clause 13.1, reference to an addressee includes a
reference to an addressee’s officers, agents or employees.


 


13.2                        Governing
law and jurisdiction


 


(a)                                 This agreement is governed by the laws of New Zealand.


 


(b)                                Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New Zealand.


 


(c)                                 The parties irrevocably waive any objection to the venue of any
legal process on the basis that the process has been brought in an inconvenient
forum.


 


13.3                        Service
of process


 


(a)                                 Without preventing any other mode of service, any document in an
action (including, any writ of summons or other originating process or any
third or other party notice) may be served on any party by being delivered to
or left for that party at its address for service of notices under clause 13.1.


 


(b)                                The Buyer’s Guarantor irrevocably
appoints the Buyer as its agent for the service of
process in New Zealand in relation to any matter arising out of this agreement.
If the Buyer ceases to be able to act as such or have an address in New
Zealand, the Buyer’s Guarantor agrees to appoint a new process agent in New
Zealand and deliver to the Seller within 20 Business Days a copy of a written
acceptance of appointment by the process agent, upon receipt of which the new
appointment becomes effective for the purpose of this agreement and each
Transaction Agreement. The Buyer’s Guarantor must inform the Seller in writing
of any change in the address of its process agent within 20 Business Days of
the change.


 


(c)                                 The Seller’s Guarantor irrevocably
appoints SIRVA Group (NZ) Limited as its agent
for the service of process in New Zealand in relation to any


 


17





















 


matter arising
out of this agreement.  If SIRVA Group
(NZ) Limited  ceases to be able to act as such or have an
address in New Zealand, the Seller’s Guarantor agrees to appoint a new process
agent in New Zealand and deliver to the Buyer within 20 Business Days a copy of
a written acceptance of appointment by the process agent, upon receipt of which
the new appointment becomes effective for the purpose of this agreement and
each Transaction Agreement. The Seller’s Guarantor must inform the Buyer in
writing of any change in the address of its process agent within 20 Business
Days of the change.


 


13.4                        Prohibition
and enforceability


 


(a)                                 Any provision of, or the application of any provision of, this
agreement which is prohibited in any jurisdiction is, in that jurisdiction,
ineffective only to the extent of that prohibition.


 


(b)                                Any provision of, or the application of any provision of, this
agreement which is void, illegal or unenforceable in any jurisdiction does not
affect the validity, legality or enforceability of that provision in any other
jurisdiction or of the remaining provisions in that or any other jurisdiction.


 


13.5                        Waivers
and variation


 


(a)                                 A provision of, or a right, discretion or authority created under,
this agreement may not be:


 


(1)                                 waived except in writing signed by the party granting the waiver;
and


 


(2)                                 varied except in writing signed by the parties.


 


(b)                                A failure or delay in exercise, or partial exercise, of a power,
right, authority, discretion or remedy arising from a breach of, or default
under this agreement does not result in a waiver of that right, power,
authority, discretion or remedy.


 


13.6                        Assignment


 


A party may
not assign its rights or obligations under this agreement without the consent
of the other party.


 


13.7                        Further
assurances


 


Subject to
clause 10, each party must do all things and execute all further documents
necessary to give full effect to this agreement and use reasonable endeavours
to cause relevant third parties to do the same.


 


13.8                        Approvals
and consent


 


If the doing
of any act, matter or thing under this agreement is dependent on the approval
or consent of a party, that party may give conditionally or unconditionally or
withhold its approval or consent in its absolute discretion, unless this
agreement expressly provides otherwise.


 


18





















 


13.9                        Remedies
cumulative


 


Except as provided
in this agreement and permitted by law, the rights, powers and remedies
provided in this agreement are cumulative with and not exclusive to the rights,
powers or remedies provided by law independently of this agreement.


 


13.10                 Counterparts


 


This agreement
may be executed in any number of counterparts which together will constitute
one instrument. A party may execute this agreement by signing any counterpart.


 


13.11                 Severability


 


Any provision
in this agreement which is invalid or unenforceable in any jurisdiction is to
be read down for the purpose of that jurisdiction, if possible, so as to be
valid and enforceable, and otherwise shall be severed to the extent of the
invalidity or unenforceability, without affecting the remaining provisions of
this agreement or affecting the validity or enforceability of that provision in
any other jurisdiction.


 


13.12                 Entire
Agreement


 


This agreement
embodies the entire agreement between the parties and supersedes any prior
negotiation, conduct, arrangement, understanding or agreement, express or
implied, with respect to the subject matter of this agreement other than the
Confidentiality Agreement and the Australian Share Sale Agreement.


 


13.13                 Default
Interest


 


(a)                                 If a party fails to pay any amount payable under this agreement on
the due date for payment, that party must pay interest on the amount unpaid at
the higher of the Interest Rate plus 3% per annum or the rate (if any)
fixed or payable under any judgement or other thing into which the liability to
pay the amount becomes merged.


 


(b)                                The interest payable under clause 13.13(a):


 


(1)                                 accrues from day to day from and including the due date for payment
up to the actual date of payment, before and, as an additional and independent
obligation, after any judgment or other thing into which the liability to pay
the amount becomes merged; and


 


(2)                                 may be capitalised by the person to whom it is payable at monthly
intervals.


 


13.14                 Contra
proferentem excluded


 


No term or
condition of this agreement will be
construed adversely to a party solely on the ground that the party was
responsible for the preparation of this agreement or that provision.


 


19





















 


13.15                No
withholdings


 


(a)                                 The Buyer and the Seller must make all payments which become due
under this agreement, free and clear and without deduction of all present and
future withholdings (including taxes, duties, levies, imposts, deductions and
charges of New Zealand or any other jurisdiction).


 


(b)                                If the Buyer or the Seller is compelled by law to deduct any
withholding, then in addition to any payment due under this agreement, it must
pay to the other party (the recipient) such amount as is necessary to ensure
that the net amount received by the recipient after withholding equals the
amount the recipient would otherwise been entitled to if not for the
withholding.


 


20





















 


Executed as an agreement:


 


 


Signed by


SIRVA (Australia) Pty
Limited


by:


 


 


	
  /s/ Michael
  Filipovic

  	
   

  	
  /s/ Allen
  Chan

  
	
  Secretary/Director

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Michael
  Filipovic

  	
   

  	
  Allen Chan

  
	
  Name (please
  print)

  	
   

  	
  Name (please
  print)

  
	
   

  	
   

  	
   

  
	
  Signed by

  	
   

  	
   

  
	
  SIRVA
  Worldwide, Inc.

  	
   

  	
   

  
	
  by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ James
  Bresingham

  	
   

  	
  /s/ David A.
  Farkas

  
	
  Authorised
  Person

  	
   

  	
  Witness

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  James
  Bresingham

  	
   

  	
  David A.
  Farkas

  
	
  Name (please
  print)

  	
   

  	
  Name (please
  print)

  
	
   

  	
   

  	
   

  
	
  Signed by

  	
   

  	
   

  
	
  IM New
  Zealand Holdings ULC

  	
   

  	
   

  
	
  by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Robert
  G. Miller

  	
   

  	
  /s/ N.
  Broome

  
	
  Attorney

  	
   

  	
  Witness

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Robert G.
  Miller

  	
   

  	
  N. Broome

  
	
  Name (please
  print)

  	
   

  	
  Name (please
  print)

  
	
   

  	
   

  	
   

  
	
  Signed by

  	
   

  	
   

  
	
  Iron
  Mountain Incorporated

  	
   

  	
   

  
	
  by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Robert
  G. Miller

  	
   

  	
  /s/ N.
  Broome

  
	
  Authorised
  representative

  	
   

  	
  Witness

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Robert G.
  Miller

  	
   

  	
  N. Broome

  
	
  Name (please
  print)

  	
   

  	
  Name (please
  print)

  



 


21