S-3/A

    As filed with the Securities and Exchange Commission on January 29, 2001
                                                      Registration No. 333-54030

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               AMENDMENT NO. 1 TO

                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           IRON MOUNTAIN INCORPORATED
             (Exact name of registrant as specified in its charter)

                     Pennsylvania                     23-2588479
            (State or other jurisdiction of        (I.R.S. Employer
            incorporation or organization)        Identification No.)

                745 Atlantic Avenue, Boston, Massachusetts 02111
  (Address,  including zip code, and telephone  number,  including area code, of
registrant's principal executive offices)

                                C. RICHARD REESE
         Chairman of the Board of Directors and Chief Executive Officer
                               745 Atlantic Avenue
                           Boston, Massachusetts 02111
                                 (617) 535-4766
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                           SUSAN FOREST BARRETT, ESQ.
                            Sullivan & Worcester LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 338-2800

     Approximate date of commencement of proposed sale to the public:  From time
to time after the effective date of this registration statement as determined in
light of market conditions and other factors.
     If the only  securities  being  registered  on this form are being  offered
pursuant to dividend or interest reinvestment plans, please check the box. / /
     If any of the securities being registered on this form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. / /
     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. / /
     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
     The registrant  hereby amends this  registration  statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further  amendment  which  specifically  states  that  this  registration
statement shall  thereafter  become effective in accordance with Section 8(a) of
the Securities  Act of 1933 or until this  registration  statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.


The  information in this  prospectus is not complete and may be changed.  We may
not sell  these  securities  until the  registration  statement  filed  with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to  sell  these  securities  and it is not  soliciting  an  offer  to buy  these
securities in any state where the offer or sale is not permitted.

    PROSPECTUS
                              Subject to Completion
                  Preliminary Prospectus Dated January 29, 2001

                                  $500,000,000


                           Iron Mountain Incorporated

              Debt Securities, Preferred Stock, Depositary Shares,
                            Common Stock and Warrants
                             ----------------------


     We may from time to time offer:

o    debt securities,

o    shares of our preferred stock,

o    fractional shares of our preferred stock in the form of depositary shares,

o    shares of our common stock, or

o    warrants to purchase any of these securities.

     The securities we offer will have an aggregate  public offering price of up
to $500,000,000.

     In connection with the debt  securities,  substantially  all of our present
and future wholly owned domestic subsidiaries may, on a joint and several basis,
offer  full and  unconditional  guarantees  of our  obligations  under  the debt
securities.

     We will  indicate the  particular  securities  we offer and their  specific
terms in a supplement to this document.  In each case we would describe the type
and amount of securities we are offering, the initial public offering price, and
the other terms of the offering.

     Our common stock is listed on the New York Stock  Exchange under the symbol
"IRM." We will  make  applications  to list any  shares  of  common  stock  sold
pursuant to a supplement to this  prospectus on the NYSE. We have not determined
whether we will list any of the other securities we may offer on any exchange or
over-the-counter  market.  If we decide to seek listing of any  securities,  the
supplement will disclose the exchange or market.

     Investing in our securities involves risks. See "Risk Factors" beginning on
page 1.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

     We may offer the securities  directly,  through agents designated from time
to time by us,  or to or  through  underwriters  or  dealers.  We will show in a
supplement the names of any agents or  underwriters  involved in the sale of any
securities.  We will also  describe  any  applicable  purchase  price and fee or
commission or discount arrangement between or among us and/or them. See "Plan of
Distribution."  We may not sell any securities  without delivery of a supplement
describing the method and terms of the offering of the securities.

     Our  principal   place  of  business  is  745  Atlantic   Avenue,   Boston,
Massachusetts 02111 and our telephone number is (617) 535-4766.

              The date of this prospectus is ______________, 2001.



           TABLE OF CONTENTS

    About This Prospectus........................      (i)
    Cautionary Note Regarding Forward-Looking
       Statements................................      (i)
    Iron Mountain................................       1
    Risk Factors.................................       1
    Ratio of Earnings to Fixed Charges...........       5
    Use of Proceeds..............................       6
    Description of Certain Indebtedness..........       6
    Description of Debt Securities...............       8
    Description of Capital Stock.................      14
    Description of Depositary Shares.............      18
    Description of Warrants......................      21
    Description of Certain Provisions of
       Pennsylvania Law and Our Articles of
       Incorporation and Bylaws..................      21
    Plan of Distribution.........................      23
    Validity of the Offered Securities...........      24
    Experts......................................      24
    Where You Can Find More Information..........      25
    Documents Incorporated By Reference..........      25

    You  should  rely  only on the  information  incorporated  by  reference  or
provided in this  document.  We have not  authorized  anyone else to provide you
with different  information.  We are not making an offer of these  securities in
any  jurisdiction  where  it  is  unlawful.  You  should  not  assume  that  the
information in this prospectus is accurate as of any date other than the date on
the front of this document.

                              ABOUT THIS PROSPECTUS

    This  prospectus is part of a  registration  statement we filed with the SEC
using a "shelf" registration process.  Under this shelf process, we may sell any
combination  of the  securities  described  in  this  prospectus  in one or more
offerings  up to a  total  dollar  amount  of  proceeds  of  $500,000,000.  This
prospectus  provides you with a general  description  of the  securities  we may
offer.  Each time we sell  securities,  we will provide a prospectus  supplement
containing specific information about the terms of that offering. The prospectus
supplement  may also  add,  update,  or  change  information  contained  in this
prospectus.  You should read both this prospectus and any prospectus supplement,
together with additional  information described under the heading "Where You Can
Find More Information" and "Documents Incorporated By Reference."

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    We have made and incorporated by reference  statements in this document that
constitute  "forward-looking  statements" as that term is defined in the federal
securities  laws.  These  forward-looking  statements  concern  our  operations,
economic performance and financial condition. The forward-looking statements are
subject to various known and unknown  risks,  uncertainties  and other  factors.
When we use words such as "believes," "expects,"  "anticipates,"  "estimates" or
similar expressions, we are making forward-looking statements.

    Although  we  believe  that  our  forward-looking  statements  are  based on
reasonable  assumptions,  our expected  results may not be achieved,  and actual
results may differ  materially  from our  expectations.  Important  factors that
could cause actual results to differ from  expectations  include,  among others,
those set forth below. For a more detailed  discussion of some of these factors,
please read carefully the information under "Risk Factors" beginning on page 1.

o    difficulties related to the integration of acquisitions generally and, more
     specifically,  the  integration of our operations and those of Pierce Leahy
     Corp.;

o    unanticipated costs as a result of our acquisition of Pierce Leahy;

o    the uncertainties related to international expansion;

o    the uncertainties related to expansion into digital businesses;

o    rapid and significant changes in technology;

o    the cost and availability of appropriate storage facilities;

o    changes in customer preferences and demand for our services;

o    our significant indebtedness and the cost and availability of financing for
     contemplated growth; and

o    other general economic and business conditions.

                                      (i)


    These cautionary statements should not be construed by you to be exhaustive,
and they are made only as of the date of this prospectus.  You should read these
cautionary  statements  as being  applicable to all  forward-looking  statements
wherever  they  appear.  We  assume  no  obligation  to  update  or  revise  the
forward-looking  statements  or to update the reasons why actual  results  could
differ from those projected in the forward-looking statements.

                                      (ii)


                                  IRON MOUNTAIN

    We are the leader in records and information  management services. We are an
international,  full-service provider of records and information  management and
related  services,  enabling  customers to outsource these functions.  We have a
diversified  customer base, which includes more than half of the Fortune 500 and
numerous  commercial,   legal,  banking,  healthcare,   accounting,   insurance,
entertainment  and government  organizations.  We provide  storage for all major
media, including paper, which is the dominant form of records storage,  magnetic
media,  including  computer tapes,  microfilm and  microfiche,  master audio and
video  tapes,  film and optical  disks,  X-rays and  blueprints.  Our  principal
services provided to our storage customers include courier pick-up and delivery,
filing,  retrieval and destruction of records,  database management,  customized
reporting  and  disaster  recovery  support.  We also  sell  storage  materials,
including   cardboard  boxes  and  magnetic  media,  and  provide   confidential
destruction,   consulting,   facilities   management,   fulfillment   and  other
outsourcing services.

    As of December  31,  2000,  we provided  services to over  125,000  customer
accounts in 77 markets in the United States and 37 markets outside of the United
States.  We  employ  over  10,000  people  and  operate  more  than 625  records
management facilities in the United States, Canada, Europe and Latin America.

                                  RISK FACTORS

    You should consider carefully the following factors and other information in
this prospectus before deciding to invest in our securities.

Acquisition and International Expansion Risks

Failure to successfully  integrate  acquired  operations could reduce our future
results of operations.

    The success of any  acquisition  depends in part on our ability to integrate
the acquired company. The process of integrating acquired businesses may involve
unforeseen  difficulties  and  may  require  a  disproportionate  amount  of our
management's attention and our financial and other resources.

    In particular, the integration of our operations and the operations formerly
conducted under the name Pierce Leahy has presented and will continue to present
a significant  challenge to our management.  We began  integrating the cultures,
operating systems,  procedures and information technologies of Iron Mountain and
Pierce Leahy  approximately one year ago. The integration  process is continuing
and will proceed for up to two more years.

     We can give no assurance  that we will  ultimately  be able to  effectively
integrate  and manage the  operations of any acquired  business, in general, and
Pierce  Leahy,  in  particular.  Nor can we  assure  you that we will be able to
maintain or improve  the  historical  financial  performance  of Iron  Mountain,
Pierce Leahy or our other  acquisitions.  The failure to successfully  integrate
these cultures, operating systems, procedures and information technologies could
have a material adverse effect on our results of operations.

Failure to achieve  expected  cost savings and  unanticipated  costs  related to
integrating acquired companies could adversely affect our results of operations.

    Our estimates of annual operating cost savings for acquired  companies are a
function of the nature and timing of individual  acquisition  integration plans.
These savings  result  primarily  from the  elimination  of redundant  corporate
expenses and more efficient operations and utilization of real estate.  However,
unanticipated  future operating  expenses or acquisition  related  expenses,  or
other  adverse  developments,  could reduce or delay  realization  of these cost
savings and  materially  affect our results of  operations.  The  integration of
Pierce  Leahy  poses a  particular  risk due to the size and  complexity  of the
integration plan.

    Our  operating  results  may  fluctuate  from  quarter to quarter due to the
integration  of current and future  acquisitions.  It is  difficult to precisely
forecast the magnitude and timing of integration  and  merger-related  expenses.
These  expenses  may be material to the  financial  results of a given  quarter.
Therefore, operating results for any fiscal quarter may not be indicative of the
results  that may be achieved  for any  subsequent  quarter or for a full fiscal
year.

We may be unable to continue our international expansion.

    Our  growth  strategy  involves  expanding   operations  into  international
markets, and we expect to continue this expansion. Europe and Latin America have
been our primary  areas of focus for

                                       -1-

international  expansion.  We have entered into joint ventures and have acquired
all or a majority of the equity in records and information  management  services
businesses  operating  in  these  areas  and are  actively  pursuing  additional
opportunities.  This growth strategy  involves risks. We may be unable to pursue
this strategy in the future. For example, we may be unable to:

o    identify suitable companies to acquire;

o    complete acquisitions on satisfactory terms;

o    incur  additional  debt necessary to acquire  suitable  companies if we are
     unable to pay the purchase  price out of working  capital,  common stock or
     other equity securities; or

o    enter into successful  business  arrangements  for technical  assistance or
     management and acquisition expertise outside of the United States.

    We also  compete  with other  records and  information  management  services
providers for companies to acquire.  Some of our competitors may possess greater
financial and other  resources than we do. If any such competitor were to devote
additional resources to such acquisition candidates or focus its strategy on our
international markets, our results of operations could be adversely affected.

We may not be able to effectively expand our digital businesses.

    We have  implemented the early stages of our planned  expansion into various
digital businesses.  Our entrance into these markets poses certain unique risks.
For example, we may be unable to:

o    raise the amount of capital  necessary to effectively  participate in these
     businesses;

o    develop, hire or otherwise obtain the necessary technical expertise;

o    accurately predict the size of the markets for any of these services; or

o    compete  effectively  against other companies who possess greater technical
     expertise, capital or other necessary resources.

    In addition,  the business  partners  upon whom we depend for  technical and
management  expertise,  as well as the hardware and software products we need to
complement our services, may not perform as expected.

Operational Risks

We have a history of net losses.

     Our net losses are primarily  attributable to significant  non-cash charges
and interest expense associated with our acquisition and growth strategies.  The
non-cash charges consist primarily of:

o    depreciation  expenses  associated with the expansion of storage  capacity;
     and

o    goodwill amortization  associated with acquisitions accounted for under the
     purchase method.

     Our  primary  financial  objective  has been,  and will  continue to be, to
increase  EBITDA,   which  we  define  as  earnings  before   interest,   taxes,
depreciation,  amortization,  extraordinary items, other income,  merger-related
expenses and stock option compensation expenses, to service indebtedness and for
investment in continued internal growth and growth through acquisitions,  rather
than net income.  Having an objective of increasing EBITDA may negatively affect
other  measures  of  financial  performance,  such as net income.  In  addition,
execution  of our  growth  strategy  could  result in future  net  losses due to
increased interest expense associated with borrowings and increased depreciation
and amortization expenses.

Our  customers  may shift from paper storage to  alternative  technologies  that
require less physical space.

    We derive  most of our  revenues  from the  storage of paper  documents  and
related services. This storage requires significant physical space.  Alternative
storage technologies exist, many of which require  significantly less space than
paper. These technologies include computer media, microform,  CD-ROM and optical
disk. To date,  none of these  technologies  has replaced paper as the principal
means for storing  information.  However,  we can provide no assurance  that our
customers  will  continue  to store  most of their  records in paper  format.  A
significant  shift by our customers to storage of data through  non-paper  based
technologies,  whether now

                                      -2-

existing or developed in the future, could adversely affect our business.

We may be subject to certain costs and potential liabilities associated with the
real estate required for our businesses.

    Because our businesses are heavily dependent on real estate, we face special
risks attributable to the real estate we own or operate. Such risks include:

o    variable  occupancy  costs and difficulty  locating  suitable sites due to
     fluctuations in the real estate market;

o    uninsured losses or damage to our storage facilities due to an inability to
     obtain full coverage on a cost-effective basis for some casualties, such as
     earthquakes, or any coverage for certain losses, such as losses from riots;

o    loss of our  investment  in, and  anticipated  profits  and cash flow from,
     damaged property that is uninsured;

o    liability under certain  environmental  laws for the costs of investigation
     and cleanup of  contaminated  real estate owned or leased by us, whether or
     not (1) we know of, or were responsible for, the contamination,  or (2) the
     contamination occurred while we owned or leased the property;

o    third party claims  resulting from the off-site  migration of contamination
     initiating on real estate that we own or operate,  or exposure to hazardous
     substances,   including  asbestos-containing   materials,  located  on  our
     property; and

o    an inability to sell, rent,  mortgage or use contaminated real estate owned
     or leased by us.

     Some  of our  current  and  formerly  owned  or  operated  properties  were
previously used for industrial or other purposes that involved the use, storage,
generation  and/or  disposal of hazardous  substances  and wastes and  petroleum
products.   In  some  instances  these  properties  included  the  operation  of
underground storage tanks.  Although we have from time to time conducted limited
environmental  investigations and remedial  activities at some of our former and
current facilities,  we have not undertaken an in-depth  environmental review of
all of our properties.  We therefore may be potentially liable for environmental
costs like those discussed above.

International operations may pose unique risks.

     As part of our growth  strategy,  we have acquired and expect to acquire in
the future,  records and information  management  services businesses in foreign
markets. International operations are subject to numerous risks, including

o    the risk that the  business  partners  upon whom we  depend  for  technical
     assistance or management and  acquisition  expertise  outside of the United
     States will not perform as expected;

o    the impact of foreign government regulations;

o    political uncertainties;

o    differences in business practices; and

o    foreign currency fluctuations.

    In particular,  our net income can be significantly affected by fluctuations
in foreign  currencies  associated with the U.S. dollar denominated debt of some
of our  foreign  subsidiaries  and  certain  intercompany  balances  between our
domestic entities and our foreign subsidiaries.

We face competition for customers.

    We compete with our current and potential  customers'  internal  records and
information management services  capabilities.  We can provide no assurance that
these  organizations  will begin or continue to use an outside company,  such as
our company, for their future records and information  management services needs
or that they will use us to provide  these  services.  We compete with  multiple
records and information  management  services  providers in all geographic areas
where we operate.

Indebtedness and Other Risks

Our substantial indebtedness could adversely affect our financial health.

    We have substantial indebtedness, which could have important consequences to
you. Our  indebtedness  may increase as we continue to borrow under existing and
future  credit  arrangements  in order to finance  future  acquisitions  and for
general

                                      -3-


corporate  purposes,  which would  increase the  associated  risks.  These risks
include:

o    sensitivity to adverse economic conditions;

o    inability   to  fund  future   working   capital,   acquisitions,   capital
     expenditures and other general corporate requirements;

o    limits on our  flexibility  in planning for, or reacting to, changes in our
     business and the records and information management services industry;

o    limits  on  future   borrowings   under  our  existing  or  future   credit
     arrangements,  which could affect our ability to pay our indebtedness or to
     fund our other liquidity needs;

o    inability to generate sufficient funds to cover required interest payments;
     and

o    restrictions  on our ability to refinance our  indebtedness on commercially
     reasonably terms.

Restrictive  loan  covenants  may limit our  ability to pursue  our  acquisition
strategy.

    Our credit  facility and our  indentures  contain  covenants  restricting or
limiting our ability to, among other things:

o    incur additional indebtedness;

o    pay dividends or make other restricted payments;

o    make asset dispositions;

o    permit liens; and

o    make capital expenditures and other investments.

    These   restrictions   may  adversely  affect  our  ability  to  pursue  our
acquisition and other growth strategies.

Certain  provisions  in  our  governing   documents  and  indentures,   and  the
composition of our shareholders,  might discourage or prevent third parties from
acquiring control of our outstanding capital stock.

    Certain provisions of our articles of incorporation, our bylaws and existing
indentures  might  discourage or prevent a third party from acquiring  actual or
potential control of Iron Mountain by:

o    making it more difficult to consummate  certain types of transactions  such
     as mergers, tender offers or proxy contests;

o    limiting  shareholders'  ability to quickly  change the  composition of our
     board of directors due to our classified board of directors;

o    allowing  existing  management  to exercise  significant  control  over our
     affairs during periods where we are threatened by a change in control;

o    allowing our board of  directors to issue shares of preferred  stock in the
     future without further shareholder approval, and with full discretion as to
     terms, conditions, rights, privileges and preferences; and

o    requiring that we offer to purchase all or some of our  outstanding  senior
     subordinated notes and publicly issued notes in certain  circumstances that
     amount to a change of control under our indentures.

    In addition, because relatively few large shareholders control a significant
percentage of our voting power, these shareholders may:

o    prevent  certain  types of  transactions  involving  an actual or potential
     change of control of Iron Mountain,  including  transactions made at prices
     above the prevailing market price of our common stock; and

o    significantly  affect the election of our directors  who, in turn,  control
     our management and affairs.


                                      -4-


                       RATIO OF EARNINGS TO FIXED CHARGES

    The following table sets forth our  consolidated  ratio of earnings to fixed
charges for the periods indicated (dollars in thousands):



                                                                                  Nine Months Ended
                                              Year Ended December 31,               September 30,
                             -----------------------------------------------------------------------
                             1995       1996       1997       1998      1999           2000
                             ----       ----       ----       ----      ----           ----


                                                                    
Ratio of earnings to
 fixed charges               1.1x        1.1x      0.9x(1)      1.1x     1.1x          0.8x(1)

- -------------------------------

(1)      We  reported  a  loss  from  continuing   operations  before  provision
         (benefit)  for income taxes and minority  interest,  for the year ended
         December 31, 1997 and for the nine months ended September 30, 2000, the
         Company would have needed to generate additional income from operations
         before  provision for income taxes and minority  interest of $4,601 and
         $18,749  to  cover  its  fixed   charges  of  $37,489   and   $112,050,
         respectively.



    The ratios of earnings to fixed  charges  presented  above were  computed by
dividing our earnings by fixed  charges.  For this  purpose,  earnings have been
calculated by adding fixed charges to income (loss) from  continuing  operations
before provision for income taxes and minority  interest.  Fixed charges consist
of interest costs,  whether expensed or capitalized,  the interest  component of
rental expense,  if any,  amortization of debt discounts and deferred  financing
costs, whether expensed or capitalized.


                                      -5-

                                 USE OF PROCEEDS

    Unless  otherwise  described in any  applicable  prospectus  supplement,  we
intend  to use the net  proceeds  from the sale of the  offered  securities  for
general corporate purposes, which may include acquisitions,  investments and the
repayment of  indebtedness  outstanding  at a  particular  time,  including  the
reduction of amounts  outstanding under our credit agreement or any other credit
facility.  Pending this  utilization,  the proceeds from the sale of the offered
securities will be invested in short-term,  dividend-paying or  interest-bearing
investment grade securities.

                       DESCRIPTION OF CERTAIN INDEBTEDNESS

     The  description   below   summarizes  the  more  important  terms  of  our
indebtedness.  We have  previously  filed  copies of the  credit  agreement  and
indentures  setting forth the terms of the indebtedness with the SEC. See "Where
You Can Find More  Information"  and "Documents  Incorporated by Reference." You
should refer to those agreements for the complete terms of the indebtedness.

Credit Agreement

     Our credit  agreement,  as  currently  in effect,  includes a $400  million
revolving  credit  facility  and two  tranches  of term  debt.  Tranches A and B
represent  term loans to us in the  principal  amounts of $150  million and $200
million,  respectively.  The  Tranche  A term  loan  and  the  revolving  credit
component of the credit  agreement mature on January 31, 2005, and the Tranche B
term loan matures on February 28, 2006. Upon maturity, all outstanding revolving
credit loans and other amounts payable thereunder will become due.

     We may borrow money under the credit  agreement to finance  possible future
acquisitions, as well as for working capital and general corporate purposes.

     We have the  right  to  elect  various  interest  rates on our  outstanding
borrowings  under the  credit  agreement.  The  interest  rate is based upon the
applicable  reference rate and a margin or spread over such reference  rate. The
spread varies based upon the ratio of our  indebtedness  to our EBITDA.  We have
the option of causing the reference rate to be based upon (1) the greater of (a)
the  agent's  prime rate or (b) a rate based upon the  overnight  federal  funds
rate, or (2) for periods of up to 12 months,  the interest  rates  prevailing on
the date of determination in the London interbank markets. We currently use, and
may continue to use, interest rate protection products to reduce our exposure to
increases in certain interest rates.

     The credit  agreement  contains  covenants  restricting our ability and our
subsidiaries' ability to, among other things:

o    declare dividends or redeem or repurchase capital stock;

o    make optional  payments and  modifications  of subordinated  and other debt
     instruments;

o    incur liens and engage in sale and leaseback transactions;

o    make loans and investments;

o    incur indebtedness and contingent obligations;

o    make capital expenditures;

o    enter into transactions with affiliates; and

o    make changes in our lines of business.

     We are also required to comply with financial covenants with respect to:

o    a maximum leverage ratio;

o    a minimum interest coverage ratio; and

o    a minimum fixed charge coverage ratio.

     The credit  agreement  also contains  customary  affirmative  covenants and
events of default.  In addition,  the credit agreement  restricts our ability to
make certain acquisitions.  We are permitted to acquire domestic corporations so
long as:

o    after giving effect to such  acquisition,  we remain in compliance with the
     leverage, interest coverage and fixed charge coverage ratios;

o    the  acquired  assets or business  relate to the  records  and  information
     management services business; and

o    the acquisition is not hostile in nature.

                                      -6-

Publicly Issued Notes

    We have outstanding five series of senior  subordinated  notes issued to the
public. These are obligations of the parent company,  Iron Mountain Incorporated
(the "Parent Notes"):

o    $130  million  principal  amount  of notes  maturing  on July 15,  2006 and
     bearing  interest at a rate of 111/8% per annum,  payable  semi-annually in
     arrears on January 15 and July 15 (the "111/8% notes");

o    $165  million  principal  amount of notes  maturing  on October 1, 2006 and
     bearing  interest at a rate of 101/8% per annum,  payable  semi-annually in
     arrears on April 1 and October 1 (the "101/8% notes");

o    $120  million  principal  amount  of notes  maturing  on July 15,  2007 and
     bearing  interest at a rate of 91/8% per annum,  payable  semi-annually  in
     arrears on January 15 and July 15 (the "91/8% notes");

o    $250 million  principal  amount of notes maturing on September 30, 2009 and
     bearing  interest at a rate of 8 3/4% per annum,  payable  semi-annually in
     arrears on March 31 and September 30 (the "8 3/4% notes"); and

o    $150 million principal amount of notes maturing on July 1, 2011 and bearing
     interest at a rate of 8 1/4% per annum, payable semi-annually in arrears on
     January 1 and July 1 (the "8 1/4% notes").

The  Parent  Notes  are  fully  and  unconditionally  guaranteed,  on  a  senior
subordinated basis, by substantially all of our direct and indirect wholly owned
domestic subsidiaries (the "Subsidiary Guarantors").  These guarantees are joint
and several obligations of the Subsidiary  Guarantors.  In addition,  the 111/8%
notes and the 91/8%  notes are  secured by a second  lien on 65% of the stock of
Iron  Mountain  Canada  Corporation  ("Canada  Company").  The  remainder of our
subsidiaries do not guarantee the Parent Notes.

    In addition, Canada Company, our principal Canadian subsidiary, has publicly
issued $135  million  principal  amount of notes that mature on May 15, 2008 and
bear interest at a rate of 81/8% per annum, payable  semi-annually in arrears on
May 15 and  November  15 (the  "Subsidiary  Notes").  The  Subsidiary  Notes are
general unsecured obligations of Canada Company,  ranking pari passu in right of
payment  to all  of  Canada  Company's  existing  and  future  senior  unsecured
indebtedness.  The Subsidiary Notes are fully and unconditionally guaranteed, on
a senior  subordinated  basis, by Iron Mountain,  the Subsidiary  Guarantors and
several of the  non-guarantors  that are  organized  under the laws of  Canadian
provinces. As with the Parent Notes, these guarantees are joint and several.

    Each of the  indentures  for the  notes  provides  that  we may  redeem  the
outstanding  notes, in whole or in part, upon  satisfaction of certain terms and
conditions.  In any  redemption,  we are also  required  to pay all  accrued but
unpaid interest on the outstanding notes.

    The 111/8%  notes may be redeemed at any time on or after July 15, 2001 at a
redemption price, starting on July 15 of each of the years listed below, of:

    Year                        Percentage
    ----                        ----------
    2001                        105.563%
    2002                        103.708%
    2003                        101.854%
    2004 (and thereafter)       100%

    The 101/8% notes may be redeemed at any time on or after  October 1, 2001 at
a redemption price, starting on October 1 of each of the years listed below, of:

    Year                        Percentage
    ----                        ----------
    2001                        105.06%
    2002                        103.38%
    2003                        101.69%
    2004 (and thereafter)       100%

    The 91/8%  notes may be  redeemed at any time on or after July 15, 2002 at a
redemption price, starting on July 15 of each year listed below, of:

    Year                        Percentage
    ----                        ----------
    2002                        104.563%
    2003                        103.042%
    2004                        101.521%
    2005 (and thereafter)       100%

    Prior to September 30, 2002,  the 8 3/4% notes are redeemable at our option,
in whole or in part, at a specified  make-whole  price.  Thereafter,  the 8 3/4%
notes may be redeemed at any time at a redemption

                                      -7-

price, starting on September 30 of each year listed below, of:

    Year                        Percentage
    ----                        ----------
    2002                        104.375%
    2003                        102.916%
    2004                        101.458%
    2005 (and thereafter)       100%

    The Subsidiary Notes may be redeemed at any time on or after May 15, 2003 at
a redemption price, starting on May 15 of each year listed below, of:

    Year                        Percentage
    ----                        ----------
    2003                        104.063%
    2004                        102.708%
    2005                        101.354%
    2006 (and thereafter)       100%

In addition,  until May 15, 2001, we may under certain  conditions  redeem up to
35% of the Subsidiary  Notes with the net proceeds of a public equity  offering,
at redemption price of 108.125% of the principal amount.

    Prior to July 1, 2004,  the 8 1/4% notes are  redeemable  at our option,  in
whole or in part, at a specified make-whole price. Thereafter,  the 8 1/4% notes
may be redeemed at any time at a  redemption  price,  starting on July 1 of each
year listed below, of:

    Year                        Percentage
    ----                        ----------
    2004                        104.125%
    2005                        102.750%
    2006                        101.375%
    2007 (and thereafter)       100%

In addition,  until July 1, 2002, we may under certain  conditions  redeem up to
35% of the 8 1/4% notes with the net  proceeds of one or more equity  offerings,
at a redemption price of 108.25% of the principal amount.

    Each of the indentures for the notes  provides that we must  repurchase,  at
the option of the holders,  the notes at 101% of their  principal  amount,  plus
accrued and unpaid interest, upon the occurrence of a "Change of Control," which
is defined in each respective  indenture.  Except for required  repurchases upon
the  occurrence  of a change of control or in the event of certain  asset sales,
each as  described  in the  respective  indenture,  we are not  required to make
sinking fund or redemption payments with respect to any of the notes.

    The indentures for the notes contain restrictive  covenants similar to those
contained in the credit agreement.

                         DESCRIPTION OF DEBT SECURITIES

    The debt securities will be direct obligations of ours, which may be secured
or unsecured,  and which may be senior or  subordinated  indebtedness.  The debt
securities  may  be  fully  and  unconditionally  guaranteed  on  a  secured  or
unsecured, senior or subordinated basis, jointly and severally by the Subsidiary
Guarantors.  The debt  securities  will be issued  under one or more  indentures
between us and a trustee. Any indenture will be subject to, and governed by, the
Trust Indenture Act of 1939, as amended.  The statements made in this prospectus
relating  to any  indentures  and the debt  securities  to be  issued  under the
indentures are summaries of certain anticipated provisions of the indentures and
are not complete.

    We have  previously  filed copies of the forms of  indentures as exhibits to
the  registration  statement of which this  prospectus is part and will file any
final  indentures and supplemental  indentures if we issue debt securities.  You
should refer to those  indentures for the complete terms of the debt securities.
See "Where You Can Find More Information."

General

    We may issue debt securities that rank "senior,"  "senior  subordinated"  or
"subordinated." The debt securities that we refer to as "senior securities" will
be direct  obligations  of ours and will rank  equally  and  ratably in right of
payment with other  indebtedness of ours that is not subordinated.  We may issue
debt  securities  that will be  subordinated  in right of  payment  to the prior
payment in full of senior indebtedness,  as defined in the applicable prospectus
supplement,  and may rank equally and ratably with the senior subordinated notes
and any other  senior  subordinated  indebtedness.  We refer to these as "senior
subordinated  securities."  We  may  also  issue  debt  securities  that  may be
subordinated in right of payment to the senior  subordinated  securities.  These
would  be  "subordinated  securities."  We  have  filed  with  the  registration
statement of which this prospectus is part two separate forms of indenture,  one
for the senior  securities and one for the senior  subordinated and subordinated
securities.
                                      -8-

    We may issue the debt  securities  without  limit as to aggregate  principal
amount,  in one or more  series,  in each  case as we  establish  in one or more
supplemental indentures.  We need not issue all debt securities of one series at
the same time. Unless we otherwise provide, we may reopen a series,  without the
consent of the holders of such series, for issuances of additional securities of
that series.

    We  anticipate  that any  indenture  will provide that we may, but need not,
designate more than one trustee under an indenture,  each with respect to one or
more series of debt securities. Any trustee under any indenture may resign or be
removed  with  respect  to one or more  series  of debt  securities,  and we may
appoint a successor trustee to act with respect to that series.

    The  applicable  prospectus  supplement  will  describe the  specific  terms
relating  to the  series of debt  securities  we will  offer,  including,  where
applicable, the following:

o    the title and series  designation  and whether they are senior  securities,
     senior subordinated securities or subordinated securities;

o    the aggregate principal amount of the securities;

o    the  percentage  of the  principal  amount at which we will  issue the debt
     securities and, if other than the principal  amount of the debt securities,
     the portion of the  principal  amount of the debt  securities  payable upon
     maturity of the debt securities;

o    if convertible, the initial conversion price, the conversion period and any
     other terms governing such conversion;

o    the stated maturity date;

o    any fixed or variable interest rate or rates per annum;

o    the place where  principal,  premium,  if any, and interest will be payable
     and where the debt securities can be surrendered for transfer,  exchange or
     conversion;

o    the date from which interest may accrue and any interest payment dates;

o    any sinking fund requirements;

o    any  provisions  for  redemption,  including the  redemption  price and any
     remarketing arrangements;

o    whether the securities are  denominated or payable in United States dollars
     or a foreign currency or units of two or more foreign currencies;

o    the events of  default  and  covenants  of such  securities,  to the extent
     different from or in addition to those described in this prospectus;

o    whether we will issue the debt  securities  in  certificated  or book-entry
     form;

o    whether the debt securities will be in registered or bearer form and, if in
     registered  form,  the  denominations  if other than in even  multiples  of
     $1,000 and, if in bearer form, the  denominations  and terms and conditions
     relating thereto;

o    whether we will issue any of the debt  securities in permanent  global form
     and, if so, the terms and  conditions,  if any, upon which interests in the
     global  security may be exchanged,  in whole or in part, for the individual
     debt securities represented by the global security;

o    the  applicability,  if any,  of the  defeasance  and  covenant  defeasance
     provisions described in this prospectus or any prospectus supplement;

o    whether we will pay additional  amounts on the securities in respect of any
     tax, assessment or governmental charge and, if so, whether we will have the
     option to redeem the debt securities instead of making this payment;

o    the subordination provisions, if any, relating to the debt securities;

o    if the debt securities are to be issued upon the exercise of debt warrants,
     the time, manner and place for them to be authenticated and delivered;

o    whether  any of  our  subsidiaries  will  be  bound  by  the  terms  of the
     indenture, in particular any restrictive covenants;

o    the provisions  relating to any security  provided for the debt securities;
     and

                                      -9-

o    the provisions relating to any guarantee of the debt securities.

    We may issue debt securities at less than the principal  amount payable upon
maturity.  We refer to these securities as "original issue discount securities."
If  material  or  applicable,  we will  describe  in the  applicable  prospectus
supplement special U.S. federal income tax, accounting and other  considerations
applicable to original issue discount securities.

    Except as may be set forth in any prospectus  supplement,  an indenture will
not  contain  any  other  provisions  that  would  limit  our  ability  to incur
indebtedness or that would afford holders of the debt  securities  protection in
the event of a highly  leveraged or similar  transaction  involving us or in the
event of a change  of  control.  You  should  review  carefully  the  applicable
prospectus  supplement  for  information  with  respect to events of default and
covenants applicable to the securities being offered.

Denominations, Interest, Registration and Transfer

    Unless otherwise described in the applicable prospectus supplement,  we will
issue the debt  securities  of any  series  that are  registered  securities  in
denominations  that are even multiples of $1,000,  other than global securities,
which may be of any denomination.

    Unless otherwise specified in the applicable prospectus supplement,  we will
pay the interest, principal and any premium at the corporate trust office of the
trustee. At our option, however, we may make payment of interest by check mailed
to the  address  of the  person  entitled  to the  payment  as it appears in the
applicable  register  or by wire  transfer of funds to that person at an account
maintained within the United States.

    If we do not  punctually  pay or duly  provide for  interest on any interest
payment date, the defaulted interest will be paid either:

o    to the person in whose name the debt security is registered at the close of
     business on a special record date the Company will fix; or

o    in any other lawful manner, all as the applicable indenture describes.

    You may have your debt  securities  divided  into  more debt  securities  of
smaller   denominations  or  combined  into  fewer  debt  securities  of  larger
denominations,  as long as the total  principal  amount is not changed.  We call
this an "exchange."

    You may exchange or transfer debt securities at the office of the applicable
trustee.  The trustee acts as our agent for  registering  debt securities in the
names  of  holders  and  transferring  debt  securities.   We  may  change  this
appointment to another entity or perform it ourselves. The entity performing the
role of maintaining the list of registered holders is called the "registrar." It
will also perform transfers.

    You will not be  required  to pay a service  charge to  transfer or exchange
debt  securities,  but  you  may  be  required  to pay  for  any  tax  or  other
governmental  charge  associated  with the  exchange or  transfer.  The security
registrar  will make the transfer or exchange only if it is satisfied  with your
proof of ownership.

Merger, Consolidation or Sale of Assets

    Under any indenture, we are generally permitted to consolidate or merge with
another company.  We are also permitted to sell  substantially all of our assets
to  another  company,  or to buy  substantially  all of the  assets  of  another
company.  However, we may not take any of these actions unless all the following
conditions are met:

o    If we merge out of existence or sell our assets,  the other company must be
     a corporation,  partnership or other entity  organized  under the laws of a
     State or the District of Columbia or under  federal law. The other  company
     must agree to be legally responsible for the debt securities.

o    Immediately  after the merger,  sale of assets or other  transaction we are
     not in default on the debt  securities.  A default for this  purpose  would
     include any event that would be an event of default if the requirements for
     giving us  default  notice or our  default  having to exist for a  specific
     period of time were disregarded.

Certain Covenants

     Provision of Financial Information. The Company will deliver to the trustee
a copy of its annual report to shareholders, its reports on Forms 10-K, 10-Q and
8-K and any other  reports  that the  Company is  required  to file with the SEC
pursuant  to  Section 13 or 15(d) of the  Securities  Exchange  Act of 1934,  as
amended.

                                      -10-

    Additional  Covenants.   Any  additional  or  different  covenants  of  Iron
Mountain,  or  modifications  to the  foregoing  covenants,  with respect to any
series  of  debt  securities  will be set  forth  in the  applicable  prospectus
supplement.

Events of Default and Related Matters

     Events of Default. The term "event of default" means any of the following:

o    We do not pay the  principal  or any premium on a debt  security on its due
     date;

o    We do not pay interest on a debt security within 30 days of its due date;

o    We do not deposit any sinking fund payment on its due date;

o    We remain in breach of any other term of the  applicable  indenture  for 60
     days after we receive a notice of default stating we are in breach.  Either
     the trustee or holders of 25% in principal amount of debt securities of the
     affected series may send the notice;

o    Default in the  payment of any of our other  indebtedness  over a specified
     amount that results in the acceleration of the maturity of the indebtedness
     or  constitutes  a default  in the  payment  of the  indebtedness  at final
     maturity,   but  only  if  the   indebtedness  is  not  discharged  or  the
     acceleration is not rescinded or annulled;

o    We or one of our "significant subsidiaries" files for bankruptcy or certain
     other events in bankruptcy, insolvency or reorganization occur;

o    Any  other  event  of  default  described  in  the  applicable   prospectus
     supplement occurs.

The term "significant subsidiary" means each of our significant subsidiaries (as
defined in Regulation S-X promulgated under the Securities Act of 1933).

    Remedies If an Event of Default Occurs.  If an event of default has occurred
and has not been cured,  the trustee or the holders of at least 25% in principal
amount of the debt  securities  of the  affected  series may  declare the entire
principal  amount  of all  the  debt  securities  of that  series  to be due and
immediately  payable.  We call this a "declaration of acceleration of maturity."
If an  event  of  default  occurs  because  of  certain  events  in  bankruptcy,
insolvency or reorganization, the principal amount of all the debt securities of
that series will be automatically accelerated, without any action by the trustee
or any holder. At any time after the trustee or the holders have accelerated any
series of debt  securities,  but before a judgment  or decree for payment of the
money due has been  obtained,  the holders of at least a majority  in  principal
amount  of the  debt  securities  of the  affected  series  may,  under  certain
circumstances, rescind and annul such acceleration.

     The  trustee  will  be  required  to give  notice  to the  holders  of debt
securities within 90 days of a default under the applicable indenture unless the
default has been cured or waived. The trustee may withhold notice to the holders
of any series of debt  securities  of any default  with  respect to that series,
except a default in the  payment of the  principal  of or  interest  on any debt
security of that  series,  if specified  responsible  officers of the trustee in
good faith  determine  that  withholding  the notice is in the  interest  of the
holders.

    Except in cases of default,  where the trustee has some special duties,  the
trustee is not required to take any action under the applicable indenture at the
request  of  any  holders  unless  the  holders  offer  the  trustee  reasonable
protection  from expenses and liability.  We refer to this as an "indemnity." If
reasonable indemnity is provided,  the holders of a majority in principal amount
of the outstanding securities of the relevant series may direct the time, method
and place of  conducting  any lawsuit or other formal  legal action  seeking any
remedy  available to the  trustee.  These  majority  holders may also direct the
trustee in performing any other action under the applicable  indenture,  subject
to certain limitations.

     Before you bypass the trustee  and bring your own  lawsuit or other  formal
legal  action  or take  other  steps to  enforce  your  rights or  protect  your
interests relating to the debt securities, the following must occur:

o    You must give the  trustee  written  notice  that an event of  default  has
     occurred and remains uncured;

o    The  holders  of at  least  25% in  principal  amount  of  all  outstanding
     securities  of the  relevant  series must make a written  request  that the
     trustee  take  action  because of the  default,  and must offer  reasonable
     indemnity to the trustee  against the

                                      -11-

     cost and other liabilities of taking that action; and

o    The  trustee  must have not taken  action for 60 days after  receipt of the
     above notice and offer of indemnity.

However,  you are  entitled  at any time to bring a lawsuit  for the  payment of
money due on your security after its due date.

     Every year we will furnish to the trustee a written statement by certain of
our officers  certifying  that to their  knowledge we are in compliance with the
applicable indenture and the debt securities, or else specifying any default.

Modification of an Indenture

     There are three types of changes we can make to the indentures and the debt
securities:

     Changes Requiring Your Approval. First, there are changes we cannot make to
your debt securities without your specific approval.  The following is a list of
those types of changes:

o    change the stated maturity of the principal or interest on a debt security;

o    reduce any amounts due on a debt security;

o    reduce the amount of principal payable upon acceleration of the maturity of
     a debt security following a
     default;

o    change the currency of payment on a debt security;

o    impair your right to sue for payment;

o    modify the subordination provisions, if any, in a manner that is adverse to
     you;

o    reduce the percentage of holders of debt securities whose consent is needed
     to  modify  or  amend an  indenture  or to waive  compliance  with  certain
     provisions of an indenture or to waive past defaults;

o    waive a default  or event of  default in the  payment  of  principal  of or
     premium, if any, or interest on the debt securities; or

o    modify any of the foregoing  provisions.

     Changes  Requiring  a  Majority  Vote.  The  second  type of  change  to an
indenture  and the debt  securities is the kind that requires a vote in favor by
holders of debt  securities  owning a majority  of the  principal  amount of the
particular  series  affected.  Most changes fall into this category,  except for
clarifying changes and certain other changes that would not materially adversely
affect  holders of the debt  securities.  We  require  the same vote to obtain a
waiver  of a past  default.  However,  we  cannot  obtain a waiver  of a payment
default or any other aspect of an indenture or the debt securities listed in the
first category described above under "--Changes  Requiring Your Approval" unless
we obtain your individual consent to the waiver.

     Changes Not Requiring  Approval.  The third type of change does not require
any vote by holders of debt securities.  This type is limited to  clarifications
and certain other changes that would not materially  adversely affect holders of
the debt securities.

     Further  Details  Concerning  Voting.  Debt  securities  are not considered
outstanding,  and therefore  not eligible to vote,  if we have  deposited or set
aside in trust for you money for their  payment or redemption or if we or one of
our affiliates own them.  Debt  securities are also not eligible to vote if they
have been fully  defeased as  described  immediately  below under  "--Discharge,
Defeasance  and  Covenant  Defeasance--Full   Defeasance."  For  original  issue
discount  securities,  we will use the  principal  amount  that would be due and
payable  on  the  voting  date  if the  maturity  of the  debt  securities  were
accelerated to that date because of a default.

Discharge, Defeasance and Covenant Defeasance

     Discharge.  We may discharge  some  obligations to holders of any series of
debt  securities  that either have become due and payable or will become due and
payable  within one year,  or  scheduled  for  redemption  within  one year,  by
irrevocably  depositing  with the  trustee,  in trust,  funds in the  applicable
currency  in an amount  sufficient  to pay the debt  securities,  including  any
premium and interest.

     Full  Defeasance.  We can, under  particular  circumstances,  effect a full
defeasance  of your  series of debt  securities.  By this we mean we can legally
release  ourselves from any payment or other  obligations on the debt securities
if we put in place

                                      -12-

the following  arrangements  to repay you and deliver certain  certificates  and
opinions to the trustee:

o    We must  deposit  in trust for your  benefit  and the  benefit of all other
     direct  holders  of the debt  securities  a  combination  of money and U.S.
     government  or U.S.  government  agency  notes or bonds that will  generate
     enough cash to make interest,  principal and any other payments on the debt
     securities  on  their  various  due  dates.  If  the  debt  securities  are
     denominated in a foreign currency,  then we may deposit foreign  government
     notes or bonds.

o    The current federal tax law must be changed or an IRS ruling must be issued
     permitting  the above deposit  without  causing you to be taxed on the debt
     securities  any  differently  than if we did not make the  deposit and just
     repaid the debt  securities  ourselves.  Under current federal tax law, the
     deposit and our legal release from the debt securities  would be treated as
     though we took back your  debt  securities  and gave you your  share of the
     cash and  notes or bonds  deposited  in  trust.  In that  event,  you could
     recognize gain or loss on the debt securities you give back to us.

o    We must  deliver  to the  trustee a legal  opinion  confirming  the tax law
     change described above.

     If we did accomplish full defeasance,  you would have to rely solely on the
trust deposit for repayment on the debt securities. You could not look to us for
repayment in the unlikely event of any shortfall.  Conversely, the trust deposit
would most likely be protected from claims of our lenders and other creditors if
we ever  became  bankrupt  or  insolvent.  You would also be  released  from any
subordination provisions.

     Covenant  Defeasance.  Under current  federal tax law, we can make the same
type of deposit  described  above and be released  from some of the  restrictive
covenants in the debt securities.  This is called "covenant defeasance." In that
event,  you would lose the protection of those  restrictive  covenants but would
gain the  protection of having money and  securities set aside in trust to repay
the securities and you would be released from any subordination  provisions.  In
order to achieve covenant defeasance,  we must do certain things,  including the
following:

o    We must  deposit  in trust for your  benefit  and the  benefit of all other
     direct  holders  of the debt  securities  a  combination  of money and U.S.
     government  or U.S.  government  agency  notes or bonds (or, in the case of
     debt securities denominated in a foreign currency, foreign government notes
     or bonds) that will generate  enough cash to make  interest,  principal and
     any other payments on the debt securities on their various due dates.

o    We must  deliver  to the  trustee a legal  opinion  confirming  that  under
     current  federal  income  tax law we may make  the  above  deposit  without
     causing you to be taxed on the debt securities any  differently  than if we
     did not make the deposit and just repaid the debt securities ourselves.

     If we  accomplish  covenant  defeasance,  the  following  provisions  of an
indenture and the debt securities would no longer apply:

o    Any covenants  applicable to the series of debt securities and described in
     the applicable prospectus supplement.

o    Any subordination provisions.

o    Certain events of default  relating to breach of covenants and acceleration
     of the maturity of other debt set forth in any prospectus supplement.

     If we  accomplish  covenant  defeasance,  you  can  still  look  to us  for
repayment of the debt  securities if a shortfall in the trust deposit  occurred.
If one of the remaining events of default occurs,  for example,  our bankruptcy,
and the debt  securities  become  immediately  due and  payable,  there may be a
shortfall.  Depending on the event  causing the default,  you may not be able to
obtain payment of the shortfall.

Subordination

     We will set forth in the  applicable  prospectus  supplement  the terms and
conditions,  if any, upon which any series of senior subordinated  securities or
subordinated  securities is subordinated to debt securities of another series or
to other indebtedness of ours. The terms will include a description of:

o    the indebtedness ranking senior to the debt securities being offered;

o    the restrictions, if any, on payments to the holders of the debt securities
     being  offered while

                                      -13-

     a default with respect to the senior indebtedness is continuing;

o    the restrictions, if any, on payments to the holders of the debt securities
     being offered following an event of default; and

o    provisions  requiring holders of the debt securities being offered to remit
     some payments to holders of senior indebtedness.

Global Securities

    If so set forth in the applicable  prospectus  supplement,  we may issue the
debt  securities  of a  series  in  whole  or in part in the form of one or more
global  securities  that will be deposited  with a depositary  identified in the
prospectus  supplement.  We may issue global  securities in either registered or
bearer form and in either temporary or permanent form. The specific terms of the
depositary  arrangement  with respect to any series of debt  securities  will be
described in the prospectus supplement.

                          DESCRIPTION OF CAPITAL STOCK

    The  description  below  summarizes the more important  terms of our capital
stock.  We  have  previously  filed  with  the SEC  copies  of our  articles  of
incorporation and bylaws, as amended. See "Where You Can Find More Information."
You should refer to those documents for the complete terms of our capital stock.
This summary is subject to and qualified by reference to the  description of the
particular  terms of your  securities  described  in the  applicable  prospectus
supplement.

General

    Our authorized capital stock consists of 150,000,000 shares of common stock,
par value $.01 per share,  and 10,000,000  shares of preferred  stock, par value
$.01 per share.

Preferred Stock

     General.   Our  board  of  directors  will   determine  the   designations,
preferences,  limitations and relative  rights of the 10,000,000  authorized and
unissued shares of preferred stock. These include:

o    the  distinctive  designation  of each series and the number of shares that
     will constitute the series;

o    the voting rights, if any, of shares of the series;

o    the dividend rate on the shares of the series, any restriction,  limitation
     or condition upon the payment of the dividends,  whether  dividends will be
     cumulative, and the dates on which dividends are payable;

o    the prices at which,  and the terms and conditions on which,  the shares of
     the series may be redeemed, if the shares are redeemable;

o    the  purchase  or sinking  fund  provisions,  if any,  for the  purchase or
     redemption of shares of the series;

o    any  preferential  amount  payable  upon  shares  of the  series  upon  our
     liquidation or the distribution of our assets;

o    if the shares are  convertible,  the price or rates of conversion at which,
     and the terms and  conditions  on which,  the  shares of the  series may be
     converted into other securities; and

o    whether the series can be exchanged,  at our option,  into debt securities,
     and the terms and conditions of any permitted exchange.

     The  issuance of  preferred  stock,  or the  issuance of rights to purchase
preferred  stock,  could  discourage an  unsolicited  acquisition  proposal.  In
addition,  the rights of holders of common  stock will be subject to, and may be
adversely  affected by, the rights of holders of any preferred stock that we may
issue in the future.

     The following  description  of the preferred  stock sets forth some general
terms and provisions of the preferred stock to which a prospectus supplement may
relate.  The statements below describing the preferred stock are in all respects
subject to and  qualified  in their  entirety  by  reference  to the  applicable
provisions  of  our  articles  of   incorporation,   including  any   applicable
certificates of designation, and our bylaws.

     The  prospectus  supplement  will  describe the  specific  terms as to each
issuance of preferred stock, including:

o    the title of the preferred stock;

                                      -14-

o    the number of shares of the preferred stock offered;

o    the voting rights of the holders of the preferred stock offered;

o    the offering price of the preferred stock;

o    the  dividend  rate,  when  dividends  will  be  paid,  or  the  method  of
     determining  the dividend rate if it is based on a formula or not otherwise
     fixed;

o    the date from which dividends on the preferred stock shall accumulate;

o    the provisions for any auctioning or remarketing,  if any, of the preferred
     stock;

o    the provision, if any, for redemption or a sinking fund;

o    the liquidation preference per share;

o    any listing of the preferred stock on a securities exchange;

o    whether the preferred  stock will be  convertible  and, if so, the security
     into which it is  convertible  and the terms and  conditions of conversion,
     including the conversion price or the manner of determining it;

o    whether  interests in the preferred stock will be represented by depositary
     shares as more fully described under "Description of Depositary Shares";

o    a discussion of federal income tax considerations;

o    the relative  ranking and preferences of the preferred stock as to dividend
     and liquidation rights;

o    any  limitations on issuance of any preferred stock ranking senior to or on
     a parity with the series of  preferred  stock being  offered as to dividend
     and liquidation rights;

o    any  limitations  on direct or  beneficial  ownership and  restrictions  on
     transfer; and

o    any other specific terms, preferences,  rights, limitations or restrictions
     of the preferred stock.

     As  described  under  "Description  of  Depositary  Shares," we may, at our
option, elect to offer depositary shares evidenced by depositary receipts. If we
elect to do this, each depositary  receipt will represent a fractional  interest
in a share of the particular  series of the preferred stock issued and deposited
with a  depositary.  The  applicable  prospectus  supplement  will  specify that
fractional interest.

     Rank. Unless our board of directors otherwise  determines and we so specify
in the  applicable  prospectus  supplement,  we expect that the preferred  stock
will, with respect to dividend rights and rights upon  liquidation,  rank senior
to all common stock.

     Dividends.  Holders of  preferred  stock of each series will be entitled to
receive cash and/or  stock  dividends at the rates and on the dates shown in the
applicable prospectus supplement.  Even though the preferred stock may specify a
fixed dividend, our board of directors must declare those dividends and they may
be paid only out of  assets  legally  available  for  payment.  We will pay each
dividend to holders of record as they appear on our stock  transfer books on the
record dates fixed by our board of  directors.  In the case of  preferred  stock
represented by depositary  receipts,  the records of the depositary  referred to
under  "Description  of  Depositary  Shares" will  determine the persons to whom
dividends are payable.

     Under  Pennsylvania  law, no  dividends  may be declared or paid in cash or
property on any share however, if after giving effect thereto,  (1) we would not
be able to pay our debts as they  become due in the usual  course of business or
(2) our total  assets would be less than the sum of our total  liabilities  plus
the amount that would be needed upon the dissolution of Iron Mountain to satisfy
the  preferential   rights,   if  any,  of  the  shareholders   having  superior
preferential rights to the shareholders receiving the distribution.

     Dividends  on  any  series  of  preferred   stock  may  be   cumulative  or
noncumulative,  as provided in the applicable prospectus supplement. We refer to
each  particular  series,  for  ease of  reference,  as the  applicable  series.
Cumulative  dividends  will be  cumulative  from and after the date shown in the
applicable prospectus  supplement.  If our board of directors fails to declare a
dividend on any applicable series that is  noncumulative,  the holders will have
no right to  receive,  and we will have no  obligation  to pay,  a  dividend  in
respect of the  applicable  dividend

                                      -15-

period,  whether or not  dividends  on that series are  declared  payable in the
future.

     If the applicable series is entitled to a cumulative  dividend,  we may not
declare, or pay or set aside for payment, any full dividends on any other series
of preferred stock ranking,  as to dividends,  on a parity with or junior to the
applicable series,  unless we declare,  and either pay or set aside for payment,
full cumulative dividends on the applicable series for all past dividend periods
and the then current dividend period.  If the applicable  series does not have a
cumulative  dividend,  we must declare,  and pay or set aside for payment,  full
dividends  for the then current  dividend  period only.  When  dividends are not
paid,  or set aside for  payment,  in full upon any  applicable  series  and the
shares  of any  other  series  ranking  on a  parity  as to  dividends  with the
applicable  series,  we must  declare,  and pay or set  aside for  payment,  all
dividends   upon  the   applicable   series   and  any   other   parity   series
proportionately,  in accordance with accrued and unpaid dividends of the several
series.  For these purposes,  accrued and unpaid dividends do not include unpaid
dividend periods on  noncumulative  preferred stock. No interest will be payable
in respect of any dividend payment that may be in arrears.

     Except  as  provided  in the  immediately  preceding  paragraph,  unless we
declare, and pay or set aside for payment, full cumulative dividends,  including
for the then current period,  on any cumulative  applicable  series,  we may not
declare,  or pay or set aside for payment,  any dividends or other distributions
upon common stock or any other capital  stock  ranking  junior to or on a parity
with the applicable  series as to dividends or upon  liquidation.  The foregoing
restriction  does not apply to dividends or other  distributions  paid in common
stock or other  capital  stock  ranking  junior to the  applicable  series as to
dividends and upon liquidation.

     If the applicable series is noncumulative, we need only declare, and pay or
set  aside  for  payment,  the  dividend  for the then  current  period,  before
declaring  dividends  or  distributions  on  common  stock or  junior  or parity
securities.  In addition,  under the  circumstances  that we could not declare a
dividend, we may not redeem, purchase or otherwise acquire for any consideration
any common stock or other parity or junior capital stock, except upon conversion
into or  exchange  for  common  stock or other  junior  capital  stock.  We may,
however, make purchases and redemptions otherwise prohibited pursuant to certain
redemptions  or pro rata  offers  to  purchase  the  outstanding  shares  of the
applicable series and any other parity series of preferred stock.

     We will credit any  dividend  payment  made on an  applicable  series first
against the earliest accrued but unpaid dividend due with respect to the series.

     Redemption.  We may have the right or may be required to redeem one or more
series of preferred  stock,  as a whole or in part, in each case upon the terms,
if any, and at the times and at the  redemption  prices shown in the  applicable
prospectus supplement. Pennsylvania law permits us to redeem any and all classes
of our shares and treat the  redemption  or  repurchase  like a dividend by Iron
Mountain  to or  for  the  benefit  of our  shareholders,  subject  to the  same
limitations described above under the caption "--Dividends."

     If a series of preferred stock is subject to mandatory redemption,  we will
specify  in the  applicable  prospectus  supplement  the number of shares we are
required to redeem,  when those redemptions start, the redemption price, and any
other terms and conditions  affecting the redemption.  The redemption price will
include all accrued and unpaid dividends,  except in the case of a noncumulative
preferred  stock. The redemption price may be payable in cash or other property,
as specified in the applicable  prospectus  supplement.  If the redemption price
for  preferred  stock of any series is payable only from the net proceeds of our
issuance of capital stock, the terms of the preferred stock may provide that, if
no capital  stock shall have been issued or to the extent the net proceeds  from
any issuance are insufficient to pay in full the aggregate redemption price then
due, the preferred stock shall  automatically  and mandatorily be converted into
shares of capital  stock  pursuant to  conversion  provisions  specified  in the
applicable prospectus supplement.

     Liquidation Preference.  The applicable prospectus supplement will show the
liquidation   preference  of  the  applicable  series.  Upon  any  voluntary  or
involuntary  liquidation,  before any distribution may be made to the holders of
common stock or any other capital stock ranking  junior in the  distribution  of
assets upon any liquidation to the applicable series, the holders of that series
will be  entitled  to  receive,  out of assets  of ours  legally  available  for
distribution to  shareholders,  liquidating  distributions  in the amount of the
liquidation  preference,  plus an  amount  equal to all  dividends  accrued  and
unpaid.  In the case of a noncumulative

                                      -16-

applicable  series,  accrued and unpaid dividends  include only the then current
dividend   period.   After  payment  of  the  full  amount  of  the  liquidating
distributions  to which they are entitled,  the holders of preferred  stock will
have  no  right  or  claim  to any  of  our  remaining  assets.  If  liquidating
distributions  shall have been made in full to all holders of  preferred  stock,
our remaining assets will be distributed  among the holders of any other capital
stock ranking junior to the preferred stock upon liquidation, according to their
rights and preferences and in each case according to their number of shares.

     If, upon any voluntary or involuntary liquidation, our available assets are
insufficient  to  pay  the  amount  of  the  liquidating  distributions  on  all
outstanding shares of an applicable series and the corresponding amounts payable
on all shares of other capital stock ranking on a parity in the  distribution of
assets with that series,  then the holders of that series and all other  equally
ranking  capital stock shall share ratably in the  distribution in proportion to
the full liquidating distributions to which they would otherwise be entitled.

     For these  purposes,  our  consolidation  or merger  with or into any other
corporation  or  other  entity,  or the  sale,  lease  or  conveyance  of all or
substantially all of our property or business,  will not be deemed to constitute
our liquidation.

     Voting  Rights.  Holders  of the  preferred  stock will not have any voting
rights, except as otherwise from time to time required by law or as indicated in
the applicable prospectus supplement.

     As more fully  described under  "Description  of Depositary  Shares," if we
elect to issue Depositary  Shares,  each representing a fraction of a share of a
series,  each holder will, in effect,  be entitled to the fraction of a vote per
Depositary Share.

     Conversion Rights. We will show in the applicable prospectus supplement the
terms and  conditions,  if any,  upon which you may,  or we may  require you to,
convert  shares of any series of preferred  stock into common stock or any other
class or series of capital stock. The terms will include the number of shares of
common  stock or other  securities  into which the shares are  convertible,  the
conversion  price,  or the  manner of  determining  it, the  conversion  period,
provisions as to whether  conversion will be at the option of the holders of the
series or at our option,  the events  requiring an adjustment of the  conversion
price, and provisions  affecting conversion upon the redemption of shares of the
series.

     Our Exchange Rights. We will show in the applicable  prospectus  supplement
the terms and  conditions,  if any,  upon which we can  require  you to exchange
shares of any series of preferred stock for debt  securities.  If an exchange is
required,  you will receive debt securities with a principal amount equal to the
liquidation  preference of the applicable  series of preferred  stock. The other
terms  and  provisions  of the  debt  securities  will  not be  materially  less
favorable to you than those of the series of preferred stock being exchanged.

Common Stock

     Voting  Rights.  Holders of common stock are entitled to one vote per share
on each  matter to be  decided  by the  shareholders,  subject  to the rights of
holders of any series of preferred  stock that may be  outstanding  from time to
time. This provision of our bylaws may only be modified by amendment  adopted by
the  shareholders.  There are no  cumulative  voting  rights in the  election of
directors.  Accordingly,  the holders of a majority of common stock  entitled to
vote in any election of directors  may elect all of the  directors  standing for
election.

     Dividend Rights and  Limitations.  Holders of common stock will be entitled
to receive ratably the dividends,  if any, as the board of directors may declare
from time to time out of funds legally available for this purpose.

     Dividends and other  distributions  on common stock are also subject to the
rights of holders of any series of preferred stock that may be outstanding  from
time to time and to the restrictions in our credit agreement and indentures. See
"Certain Indebtedness."

     Liquidation Rights. In the event of liquidation,  dissolution or winding up
of our affairs,  after  payment or provision for payment of all of our debts and
obligations and any preferential distributions to holders of shares of preferred
stock, if any, the holders of the common stock will be entitled to share ratably
in our remaining assets available for distribution.

     Miscellaneous.  All outstanding  shares of common stock are validly issued,
fully  paid and  nonassessable.  Our board of  directors  has the power to issue
shares of  authorized  but unissued  common

                                      -17-

stock without further  shareholder action. The issuance of these unissued shares
could  have the effect of  diluting  the  earnings  per share and book value per
share of currently  outstanding  shares of common  stock.  The holders of common
stock have no preemptive, subscription, redemption or conversion rights.

     Reference is made to the applicable  prospectus  supplement relating to the
common  stock  offered  by  that  prospectus   supplement  for  specific  terms,
including:

o    amount and number of shares offered;

o    the initial offering price, if any, and market price; and

o    information with respect to dividends.

     Transfer  Agent and  Registrar.  The transfer  agent and  registrar for our
common stock is Fleet National Bank,  150 Royall Street,  Canton,  Massachusetts
02021. Its telephone number is (781) 575-2000.

                        DESCRIPTION OF DEPOSITARY SHARES

General

    The description shown below, and in any applicable  prospectus supplement of
certain  provisions of any deposit  agreement and of the  depositary  shares and
depositary  receipts  representing  depositary  shares,  does not  purport to be
complete  and is subject to and  qualified  in its  entirety by reference to the
forms of deposit  agreement and depositary  receipts relating to each applicable
series of preferred  stock.  The deposit  agreement and the depositary  receipts
contain the full legal text of the matters  described in this  section.  We will
file a copy of  those  documents  with  the  SEC at or  before  the  time of the
offering of the  applicable  series of  preferred  stock.  This  summary also is
subject to and qualified by reference to the description of the particular terms
of your series of  depositary  shares  described  in the  applicable  prospectus
supplement.

     We may, at our option,  elect to offer  fractional  interests  in shares of
preferred  stock,  rather than shares of preferred  stock.  If we exercise  this
option, we will appoint a depositary to issue depositary  receipts  representing
those  fractional  interests.  Preferred  stock of each  series  represented  by
depositary  shares will be deposited under a separate deposit  agreement between
us and the  depositary.  The  prospectus  supplement  relating  to a  series  of
depositary  shares will show the name and address of the depositary.  Subject to
the terms of the applicable deposit  agreement,  each owner of depositary shares
will  be  entitled  to all  of the  dividend,  voting,  conversion,  redemption,
liquidation and other rights and preferences of the preferred stock  represented
by those depositary shares.

     The  depositary  shares will be evidenced  by  depositary  receipts  issued
pursuant to the  applicable  deposit  agreement.  Upon  surrender of  depositary
receipts  at the  office of the  depositary,  and upon  payment  of the  charges
provided  in and  subject  to the terms of the  deposit  agreement,  a holder of
depositary  shares will be entitled  to receive  the shares of  preferred  stock
underlying the surrendered depositary receipts.

Dividends and Other Distributions

     A depositary  will be required to  distribute  all cash  dividends or other
cash distributions  received in respect of the applicable preferred stock to the
record holders of depositary  receipts  evidencing the related depositary shares
in  proportion  to the  number  of  depositary  receipts  owned by the  holders.
Fractions will be rounded down to the nearest whole cent.

     If the distribution is other than in cash, a depositary will be required to
distribute  property received by it to the record holders of depositary receipts
entitled  thereto,  unless the depositary  determines that it is not feasible to
make the distribution. In that case, the depositary may, with our approval, sell
the property and distribute the net proceeds from the sale to the holders.

     No  distributions  will be made on any  depositary  shares  that  represent
preferred stock converted or exchanged.  The deposit agreement will also contain
provisions  relating to the manner in which any  subscription  or similar rights
offered by us to  holders  of the  preferred  stock  will be made  available  to
holders of depositary  shares.  All  distributions are subject to obligations of
holders to file proofs,  certificates  and other  information and to pay certain
charges and expenses to the depositary.

Withdrawal of Preferred Stock

     You may  receive  the number of whole  shares of your  series of  preferred
stock and any money or other property  represented by those depositary  receipts

                                      -18-

after surrendering the depositary  receipts at the corporate trust office of the
depositary.  Partial  shares  of  preferred  stock  will not be  issued.  If the
depositary shares that you surrender exceed the number of depositary shares that
represent  the number of whole shares of  preferred  stock you wish to withdraw,
the  depositary  will deliver to you at the same time a new  depositary  receipt
evidencing the excess number of depositary shares.  Once you have withdrawn your
preferred  stock,  you will not be entitled to re-deposit  that preferred  stock
under the deposit  agreement in order to receive  depositary  shares.  We do not
expect  that there will be any public  trading  market for  withdrawn  shares of
preferred stock.

Redemption of Depositary Shares

     If we redeem a series of the  preferred  stock  underlying  the  depositary
shares,  the depositary  will redeem those shares from the  redemption  proceeds
received by it. The  depositary  will mail notice of redemption not less than 30
and not more than 60 days  before  the date fixed for  redemption  to the record
holders of the depositary  receipts  evidencing  the depositary  shares at their
addresses  appearing  in  the  depositary's  books.  The  redemption  price  per
depositary  share will be equal to the  applicable  fraction  of the  redemption
price per share payable with respect to the series of the preferred  stock.  The
redemption date for depositary  shares will be the same as that of the preferred
stock.  If we  are  redeeming  less  than  all  of the  depositary  shares,  the
depositary  will select the depositary  shares for redemption by lot or pro rata
as the depositary may determine.

     After the date  fixed for  redemption,  the  depositary  shares  called for
redemption  will no longer be deemed  outstanding.  All rights of the holders of
the  depositary  shares and the related  depositary  receipts will cease at that
time,  except  the right to  receive  the money or other  property  to which the
holders of depositary shares were entitled upon redemption. Receipt of the money
or other  property is subject to surrender to the  depositary of the  depositary
receipts evidencing the redeemed depositary shares.

Voting of the Preferred Stock

     Upon  receipt  of  notice  of any  meeting  at  which  the  holders  of the
applicable  preferred  stock are entitled to vote, a depositary will be required
to mail the information contained in the notice of meeting to the record holders
of the applicable depositary receipts. Each record holder of depositary receipts
on the  record  date,  which  will be the same date as the  record  date for the
preferred stock,  will be entitled to instruct the depositary as to the exercise
of the voting rights  pertaining to the amount of preferred stock represented by
the holder's  depositary shares. The depositary will try, as practical,  to vote
the shares as you instruct. We will agree to take all reasonable action that the
depositary  deems  necessary  in  order  to  enable  it to do so.  If you do not
instruct the  depositary how to vote your shares,  the  depositary  will abstain
from voting those shares.

Liquidation Preference

     Upon our  liquidation,  whether  voluntary or  involuntary,  each holder of
depositary shares will be entitled to the fraction of the liquidation preference
accorded each share of preferred stock represented by the depositary  shares, as
shown in the applicable prospectus supplement.

Conversion or Exchange of Preferred Stock

     The  depositary   shares  will  not  themselves  be  convertible   into  or
exchangeable for common stock, preferred stock or any of our other securities or
property. Nevertheless, if so specified in the applicable prospectus supplement,
the  depositary  receipts  may be  surrendered  by  holders  to  the  applicable
depositary with written instructions to it to instruct us to cause conversion of
the preferred  stock  represented by the  depositary  shares.  Similarly,  if so
specified  in  the  applicable  prospectus  supplement,  we may  require  you to
surrender all of your depositary receipts to the applicable  depositary upon our
requiring  the exchange of the preferred  stock  represented  by the  depositary
shares  into our debt  securities.  We will  agree  that,  upon  receipt  of the
instruction  and any  amounts  payable  in  connection  with the  conversion  or
exchange,  we will cause the conversion or exchange using the same procedures as
those  provided  for  delivery of preferred  stock to effect the  conversion  or
exchange.  If you are  converting  only a part  of the  depositary  shares,  the
depositary  will  issue  you  a  new  depositary  receipt  for  any  unconverted
depositary shares.

Taxation

     As owner of depositary  shares, you will be treated for U.S. federal income
tax  purposes  as if  you  were  an  owner  of the  series  of  preferred  stock
represented by the depositary  shares.  Therefore,  you will be required to take
into account for U.S. federal income

                                      -19-

tax purposes  income and deductions to which you would be entitled if you were a
holder of the underlying series of preferred stock. In addition:

o    no gain or loss will be  recognized  for U.S.  federal  income tax purposes
     upon the withdrawal of preferred stock in exchange for depositary shares as
     provided in the deposit agreement;

o    the tax basis of each share of preferred  stock issued to you as exchanging
     owner  of  depositary  shares  will,  upon  exchange,  be the  same  as the
     aggregate tax basis of the  depositary  shares  exchanged for the preferred
     stock; and

o    if you held the  depositary  shares as a  capital  asset at the time of the
     exchange  for  preferred  stock,  the  holding  period  for  shares  of the
     preferred  stock  will  include  the  period  during  which  you  owned the
     depositary shares.

Amendment and Termination of a Deposit Agreement

     We and the  applicable  depositary are permitted to amend the provisions of
the depositary  receipts and the deposit agreement.  However,  the holders of at
least a majority  of the  applicable  depositary  shares then  outstanding  must
approve any  amendment  that adds or increases  fees or charges or prejudices an
important right of holders. Every holder of an outstanding depositary receipt at
the time any  amendment  becomes  effective,  by continuing to hold the receipt,
will be bound by the applicable deposit agreement as amended.

     Any deposit  agreement  may be terminated by us upon not less than 30 days'
prior written notice to the  applicable  depositary if a majority of each series
of preferred stock affected by the termination consents to the termination. When
that occurs,  the  depositary  will be required to deliver or make  available to
each holder of depositary  receipts,  upon surrender of the depositary  receipts
held by the holder,  the number of whole or fractional shares of preferred stock
as are  represented  by  the  depositary  shares  evidenced  by  the  depositary
receipts,  together with any other property held by the depositary  with respect
to the depositary receipts.  In addition, a deposit agreement will automatically
terminate  if:

o    all depositary shares outstanding under it shall have been redeemed;

o    there  shall  have been a final  distribution  in  respect  of the  related
     preferred stock in connection  with our  liquidation  and the  distribution
     shall have been made to the holders of depositary  receipts  evidencing the
     depositary shares underlying the preferred stock; or

o    each of the shares of related  preferred stock shall have been converted or
     exchanged into securities not represented by depositary shares.

Charges of a Depositary

     We will pay all transfer and other taxes and  governmental  charges arising
solely from the existence of a deposit agreement.  In addition,  we will pay the
fees and expenses of a depositary in connection  with the initial deposit of the
preferred  stock and any  redemption  of preferred  stock.  However,  holders of
depositary receipts will pay any transfer or other governmental  charges and the
fees and  expenses  of a  depositary  for any duties the  holders  request to be
performed  that are outside of those  expressly  provided for in the  applicable
deposit agreement.

Resignation and Removal of Depositary

     A  depositary  may  resign  at any time by  delivering  to us notice of its
election  to do so. In  addition,  we may at any time remove a  depositary.  Any
resignation  or removal will take effect when we appoint a successor  depositary
and it accepts the appointment. We must appoint a successor depositary within 60
days after delivery of the notice of resignation or removal.  A depositary  must
be a bank or trust company having its principal office in the United States that
has a combined capital and surplus of at least $50 million.

Miscellaneous

     A depositary will be required to forward to holders of depositary  receipts
any reports and  communications  from us that are received by it with respect to
the related preferred stock.

     Neither  a  depositary  nor we will be liable  if it is  prevented  from or
delayed in performing its  obligations  under a deposit  agreement by law or any
circumstances  beyond its control.  Our  obligations and those of the depositary
under a deposit  agreement  will be limited to  performing  their duties in good
faith and without  gross  negligence or willful  misconduct.  Neither we nor any
depositary  will be

                                      -20-

obligated  to  prosecute  or  defend  any legal  proceeding  in  respect  of any
depositary  receipts,  depositary  shares  or  related  preferred  stock  unless
satisfactory indemnity is furnished. We and each depositary will be permitted to
rely on written advice of counsel or  accountants,  on  information  provided by
persons  presenting  preferred  stock for  deposit,  by  holders  of  depositary
receipts, or by other persons believed in good faith to be competent to give the
information, and on documents believed in good faith to be genuine and signed by
a proper party.

     If a depositary receives conflicting claims,  requests or instructions from
any holders of depositary receipts,  on the one hand, and us, on the other hand,
the depositary shall be entitled to act on the claims,  requests or instructions
received from us.

                             DESCRIPTION OF WARRANTS

     We  may  issue,  together  with  any  other  securities  being  offered  or
separately,  warrants entitling the holder to purchase from or sell to us, or to
receive  from  us the  cash  value  of the  right  to  purchase  or  sell,  debt
securities, preferred stock, depositary shares or common stock. We and a warrant
agent will enter a warrant  agreement  pursuant  to which the  warrants  will be
issued.  The warrant agent will act solely as our agent in  connection  with the
warrants and will not assume any obligation or  relationship  of agency or trust
for or with any holders or beneficial owners of warrants. We will file a copy of
the warrants and the warrant agreement with the SEC at or before the time of the
offering of the applicable series of warrants.

     In  the  case  of  each  series  of  warrants,  the  applicable  prospectus
supplement will describe the terms of the warrants being offered thereby.  These
include the following, if applicable:

o    the offering price;

o    the number of warrants offered;

o    the securities underlying the warrants;

o    the exercise  price,  the  procedures  for exercise of the warrants and the
     circumstances,  if any,  that will deem the  warrants  to be  automatically
     exercised;

o    the date on which the warrants will expire;

o    federal income tax consequences;

o    the rights, if any, we have to redeem the warrant;

o    the name of the warrant agent; and

o    the other terms of the warrants.

     Warrants may be exercised at the appropriate office of the warrant agent or
any other office indicated in the applicable prospectus  supplement.  Before the
exercise of warrants,  holders will not have any of the rights of holders of the
securities  purchasable  upon exercise and will not be entitled to payments made
to holders of those securities.

     The warrant  agreements may be amended or supplemented  without the consent
of the holders of the  warrants to which it applies to effect  changes  that are
not  inconsistent  with the provisions of the warrants and that do not adversely
affect the interests of the holders of the warrants. However, any amendment that
materially  and adversely  alters the rights of the holders of warrants will not
be  effective  unless  the  holders  of at least a  majority  of the  applicable
warrants then outstanding approve the amendment.  Every holder of an outstanding
warrant at the time any amendment becomes  effective,  by continuing to hold the
warrant,  will be bound by the  applicable  warrant  agreement  as amended.  The
prospectus  supplement applicable to a particular series of warrants may provide
that certain provisions of the warrants, including the securities for which they
may be  exercisable,  the exercise  price,  and the expiration  date, may not be
altered without the consent of the holder of each warrant.

DESCRIPTION  OF CERTAIN  PROVISIONS  OF  PENNSYLVANIA  LAW AND OUR  ARTICLES  OF
INCORPORATION AND BYLAWS

     Pennsylvania law, our articles of incorporation and our bylaws contain some
provisions  that could  delay or make more  difficult  the  acquisition  of Iron
Mountain  by  means of a tender  offer,  a proxy  contest  or  otherwise.  These
provisions,  as described  below,  are expected to  discourage  certain types of
coercive  takeover  practices  and  inadequate  takeover  bids and to  encourage
persons  seeking to acquire control of Iron Mountain first to negotiate with us.
We believe that the benefits of increased protection of our ability to negotiate
with the  proponent  of an  unfriendly  or  unsolicited  proposal  to acquire or
restructure  Iron  Mountain  outweigh the  disadvantages  of  discouraging  such
proposals  because,  among  other  things,  negotiations  with  respect  to such
proposals could result in an improvement of their terms.

                                      -21-

Pennsylvania Anti-Takeover Statutory Provisions

     We are subject to the anti-takeover provisions of Section 2538 and Sections
2551-2556 of the Pennsylvania  Business Corporation Law of 1988, as amended (the
"PBCL"),  which in certain cases impose restrictions on, including providing for
supermajority  shareholder  approval of,  business  combinations  involving Iron
Mountain and any "interested  shareholder."  "Interested  shareholder"  includes
generally,  in the case of  Section  2538,  shareholders  who are a party to the
business  combination or who are treated  differently  from other  shareholders,
and, in the case of Sections 2551-2556,  shareholders beneficially owning 20% or
more of the voting power of a "registered"  corporation,  such as Iron Mountain,
or an affiliate or associate of such  corporation  which,  during the prior five
year  period,  beneficially  owned  20% or  more  of the  voting  power  of such
corporation.  The term  "business  combination"  is  broadly  defined to include
various transactions  including mergers,  consolidations,  asset sales and other
similar  transactions.  The PBCL  provides for further  statutory  anti-takeover
provisions  relating to control  transactions,  control-share  acquisitions  and
disgorgement,  respectively.  We have specifically opted out of these provisions
pursuant to our articles of incorporation.

     The  PBCL  also  provides  that  the  directors  of a  corporation,  making
decisions concerning takeovers or any other matters, may consider, to the extent
that they deem appropriate,  among other things, (1) the effects of any proposed
transaction upon any or all groups affected by the transaction, including, among
others, shareholders, employees, suppliers, customers, creditors and communities
in which we have offices,  (2) the  short-term  and  long-term  interests of the
corporation  and (3) the  resources,  intent and  conduct of the person  seeking
control.

Classified Board of Directors.

     Our bylaws  provide that,  other than directors to be elected by holders of
any series of preferred stock, our board of directors is to be composed of three
classes,  with staggered  three-year  terms, each class to be as nearly equal in
number  as  reasonably  possible.   Accordingly,   at  each  annual  meeting  of
shareholders, only approximately one-third of the directors will be elected. The
classification of directors has the effect of making it more difficult to change
the composition of the board of directors.

     Our bylaws  provide that a vacancy on the board of  directors,  including a
vacancy  created by an  increase  in the size of the board of  directors  by the
directors,  may be filled by a majority of the remaining directors, or by a sole
remaining director, or by the shareholders,  and each person so elected shall be
a  director  to serve for the  balance  of the  unexpired  term of that class of
directors.  These provisions are to ensure that a third party would be precluded
from removing  incumbent  directors and  simultaneously  gaining  control of the
board of directors by filling the vacancies with its own nominees.

     Certain other provisions of our articles of incorporation  and bylaws could
also have the effect of  preventing  or  delaying  any change in control of Iron
Mountain, including:

o    the advance notification procedures imposed on shareholders for shareholder
     nominations  of  candidates  for the  board  of  directors  and  for  other
     shareholder business to be conducted at annual or special meetings;

o    the absence of  authority  for  shareholders  to call  special  shareholder
     meetings, except in certain limited circumstances mandated by the PBCL; and

o    the absence of  authority  for  shareholder  action by unanimous or partial
     written consent in lieu of an annual or special meeting.

    These   provisions,   the  classified   board  of  directors  and  statutory
anti-takeover  provisions,  could make it more  difficult  for a third  party to
acquire,  or  discourage a third party from seeking to acquire,  control of Iron
Mountain.

Limitation of Directors' Liability

    As permitted by the PBCL,  the bylaws  provide that a director  shall not be
personally  liable for monetary  damages for any action taken, or any failure to
take any action,  unless the director breaches or fails to perform the duties of
his office  under the PBCL,  and the  breach or  failure to perform  constitutes
self-dealing,  willful  misconduct  or  recklessness.  These  provisions  of the
bylaws,  however,  do not apply to the responsibility or liability of a director
pursuant to any  criminal  statute,  or to the  liability  of a director for the
payment of our taxes  pursuant  to local,  Pennsylvania  or federal  law.  These
provisions offer persons who serve on the board of

                                      -22-

directors  protection  against awards of monetary  damages for negligence in the
performance of their duties.

Indemnification of Directors and Officers

     The bylaws also provide that our directors or officers made a party to, or
threatened  to be made a party to, or  otherwise  involved  in, any  proceeding,
because  he or she is or was a  representative  of us or is or was  serving as a
representative of another corporation or any partnership,  joint venture, trust,
employee benefit plan, or other enterprise,  on our behalf, shall be indemnified
and held  harmless by us to the fullest  extent  permitted by  Pennsylvania  law
against all expenses,  liabilities and losses reasonably  incurred by or imposed
upon him or her, in connection with any threatened, pending or completed action,
suit  or  proceeding.  Indemnification  is not  available,  however,  if a court
determines  that the act or failure to act giving rise to the claim  constitutes
willful misconduct or recklessness.

     Pursuant to our bylaws, amending the provisions to reduce the limitation of
director's  liability or limit the right to  indemnification  requires unanimous
vote of the directors or a majority vote of the shareholders.

                              PLAN OF DISTRIBUTION

     We may sell the offered  securities to one or more  underwriters for public
offering and sale by them. We may also sell the offered  securities to investors
directly or through  agents.  We will name any  underwriter or agent involved in
the  offer  and sale of the  offered  securities  in the  applicable  prospectus
supplement.

     The distribution of offered securities may be effected from time to time in
one or more  transactions at a fixed price or varying  prices,  at market prices
prevailing at the time of sale, at prices  related to the market  prices,  or at
negotiated   prices.  In  connection  with  the  sale  of  offered   securities,
underwriters  or agents may receive or be deemed to have  received  compensation
from us or from purchasers in the form of underwriting discounts, concessions or
commissions. Underwriters may sell offered securities to or through dealers, and
dealers  may  receive  compensation  in the form of  discounts,  concessions  or
commissions from the underwriters or from purchasers.

     We will show any  underwriting  compensation  paid by us to underwriters or
agents in connection with the offering of offered securities, and any discounts,
concessions or commissions allowed by underwriters to participating  dealers, in
the  applicable  prospectus   supplement.   Underwriters,   dealers  and  agents
participating in the distribution of the offered  securities may be deemed to be
underwriters.  Any discounts,  concessions and commissions  received by them and
any profit realized by them on resale of the offered securities may be deemed to
be underwriting discounts and commissions,  under the Securities Act of 1933, as
amended.  Underwriters,  dealers and agents may be  entitled,  under  agreements
entered into with us, to indemnification against and contribution toward certain
civil  liabilities,  including  liabilities under the Securities Act of 1933, as
amended.

     If so indicated in the applicable prospectus supplement,  we will authorize
underwriters  or other persons acting as our agents to solicit offers by certain
institutions to purchase offered securities from us at the public offering price
shown in the applicable  prospectus  supplement  pursuant to contracts providing
for payment  and  delivery  on a future  date or dates.  Institutions  with whom
contracts may be made include commercial and savings banks, insurance companies,
pension funds,  investment companies,  educational and charitable  institutions,
and other  institutions.  We are required to approve any such  contracts and the
institutions that may become parties to them. Any such contracts will be subject
to the condition that the purchase by an  institution of the offered  securities
will  not,  at  the  time  of  delivery,  be  prohibited  under  the  law of any
jurisdiction  in the United  States to which the  institution  is subject.  If a
portion of the offered  securities is being sold to  underwriters,  the contract
may also be subject to the condition that we will have sold to the  underwriters
the offered  securities not sold for delayed delivery.  The underwriters and the
other  persons  will not have any  responsibility  in respect of the validity or
performance of the contracts.

     We may sell our common stock  directly to investors  through a direct stock
purchase  plan or stock  investment  plan that we may  establish  in the future,
rather than through an underwriter, agent or dealer. There would be no brokerage
commissions or service charges allocated to plan participants in connection with
their  purchases of newly issued or treasury  shares of common stock through the
plan.  We would  pay any and all  brokerage  commissions  and  related  expenses
incurred in connection  with purchases of our common stock under the plan.

                                      -23-

Upon  withdrawal  by a  participant  from the plan by the sale of  shares of our
common stock held under the plan, the participant  would receive the proceeds of
that sale less a nominal brokerage  commission and any required tax withholdings
or transfer taxes.

     Persons who acquire shares of common stock through the plan and resell them
shortly after  acquiring  them,  including  coverage of short  positions,  under
certain  circumstances,  could be  participating in a distribution of securities
that would require  compliance with  Regulation M under the Securities  Exchange
Act of 1934, as amended,  and could be considered to be underwriters  within the
meaning of the  Securities  Act of 1933, as amended.  We would not extend to any
such  person  any  rights or  privileges  other  than those to which it would be
entitled as a  participant,  nor would we enter into any agreement with any such
person  regarding the resale or distribution by any such person of the shares of
our  common  stock  so  purchased.  We have  not  made  and  will  not  make any
arrangements or understandings with any person relating to the sale of shares of
our common stock to be received under such a plan.

     Unless  otherwise  specified  in the related  prospectus  supplement,  each
series of offered  securities,  other than shares of common stock, will be a new
issue  with no  established  trading  market.  Any  shares of common  stock sold
pursuant  to a  prospectus  supplement  will be  listed  on the New  York  Stock
Exchange, subject to official notice of issuance. We may elect to list any other
series or class of offered  securities on an exchange or on the Nasdaq  National
Market,  but  are not  obligated  to do so.  Any  underwriters  to whom  offered
securities  are sold by us for  public  offering  and sale may make a market  in
those offered securities. Underwriters will not be obligated to make any market,
however,  and may discontinue  any market making at any time without notice.  No
assurance  can be given as to the  liquidity  of or the trading  markets for any
offered securities.

     Certain of the underwriters and their affiliates may engage in transactions
with and perform  services for us in the  ordinary  course of business for which
they receive compensation.

     The  specific  terms and manner of sale of the offered  securities  will be
shown or summarized in the applicable prospectus supplement.

                       VALIDITY OF THE OFFERED SECURITIES

     Sullivan  &  Worcester  LLP,  Boston,  Massachusetts,  will  pass  upon the
validity of the  offered  securities  for us. Jas.  Murray Howe is of counsel to
Sullivan & Worcester LLP and beneficially owns 20,000 shares of common stock.

                                     EXPERTS

     The  consolidated  financial  statements of Iron Mountain  Incorporated,  a
Delaware  corporation  (referred  to  below  as "Old  Iron  Mountain"),  and its
subsidiaries  for the three years ended December 31, 1999, and its  supplemental
schedule,   Valuation  and  Qualifying  Accounts,   included  in  Iron  Mountain
Incorporated's,  a Pennsylvania  corporation (f/k/a Pierce Leahy Corp.),  Annual
Report on Form 10-K for the year ended December 31, 1999,  dated March 30, 2000,
have been audited by Arthur Andersen LLP,  independent  public  accountants,  as
indicated  in their  reports  with  respect  thereto,  and are  incorporated  by
reference  herein in  reliance  upon the  authority  of said firm as  experts in
giving said reports.

     The  consolidated  financial  statements of Iron Mountain  Incorporated,  a
Pennsylvania  corporation  (f/k/a Pierce Leahy Corp.),  and its subsidiaries for
the  three  years  ended  December  31,  1999,  and its  supplemental  schedule,
Valuation and  Qualifying  Accounts,  included in its Annual Report on Form 10-K
for the year ended December 31, 1999, dated March 30, 2000, have been audited by
Arthur  Andersen  LLP,  independent  public  accountants,  as indicated in their
reports with  respect  thereto,  and are  incorporated  by  reference  herein in
reliance upon the authority of said firm as experts in giving said reports.

     The financial  statements of Iron Mountain Europe Limited (f/k/a  Britannia
Data Management  Limited) for the ten months ended October 31, 1999, included in
Iron  Mountain  Incorporated's  Annual  Report on Form  10-K for the year  ended
December 31, 1999, dated March 30, 2000, have been audited by RSM Robson Rhodes,
chartered  accountants,  as indicated in their report with respect thereto,  and
are incorporated by reference herein in reliance upon the authority of said firm
as experts in giving said report.

     The  financial  statements  of Data Base,  Inc. and Affiliate for the three
years ended December 31, 1998, included in Old Iron Mountain's Current Report on
Form 8-K dated April 16, 1999, have been

                                      -24-

audited by Moss Adams LLP, independent public accountants, as indicated in their
report  with  respect  thereto,  and are  incorporated  by  reference  herein in
reliance upon the authority of said firm as experts in giving said report.

     The financial  statements of First American Records Management Inc. for the
two years ended  December  31,  1998,  included in Old Iron  Mountain's  Current
Report on Form 8-K dated July 9, 1999, have been audited by Brach, Neal, Daney &
Spence,  LLP,  independent  public accountants as indicated in their report with
respect  thereto,  and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said report.

     The  consolidated  financial  statements  of MAP,  S.A.  for the year ended
February 28, 1999,  included in Old Iron  Mountain's  Current Report on Form 8-K
dated  July  9,  1999,  have  been  audited  by  Barbier  Frinault  &  Associes,
independent  public  accountants,  as  indicated  in their  report with  respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said report.

     The financial  statements of Central File, Inc. for the year ended December
31,  1998,  included  in Old Iron  Mountain's  Current  Report on Form 8-K dated
November 24, 1999,  have been audited by Fernandez & Bravo,  independent  public
accountants,  as  indicated  in  their  report  with  respect  thereto,  and are
incorporated by reference  herein in reliance upon the authority of said firm as
experts in giving said report.

     The combined audited financial  statements of Sistemas de Archivo,  S.A. de
C.V.  and Sistemas de Archivo  Mexico,  S.A. de C.V.  (collectively  Sistemas de
Archivo) for the year ended December 31, 1998,  included in Old Iron  Mountain's
Current Report on Form 8-K dated November 24, 1999,  have been audited by Arthur
Andersen,  independent  public  accountants,  as  indicated in their report with
respect  thereto,  and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said report.

     The financial  statements of Stortext (Holdings) Limited Group for the year
ended March 31, 1999, included in Old Iron Mountain's Current Report on Form 8-K
dated November 24, 1999 have been audited by Arthur Andersen, independent public
accountants,  as  indicated  in  their  report  with  respect  thereto,  and are
incorporated by reference  herein in reliance upon the authority of said firm as
experts in giving said report.

     The financial  statements of Midtown  Professional Records Centre, Inc. for
the year ended December 31, 1998, included in Old Iron Mountain's Current Report
on Form 8-K dated November 24, 1999,  have been audited by Arthur  Andersen LLP,
independent  public  accountants,  as  indicated  in their  report with  respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said report.

     The financial  statements of Data Storage  Center,  Inc. as of December 31,
1998  and  1999,  and  for the  years  then  ended,  included  in Iron  Mountain
Incorporated's  Current Report on Form 8-K dated May 15, 2000, have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their report, which
is incorporated  herein by reference,  and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and current reports,  proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information  on file at the SEC's  public  reference  room at 450 Fifth  Street,
N.W.,  Washington,  D.C.  20549.  You can request copies of those documents upon
payment  of a  duplicating  fee to the SEC.  You may  also  review a copy of the
registration  statement at the SEC's regional  offices in Chicago,  Illinois and
New  York,  New  York.  Please  call  the  SEC  at  1-800-SEC-0330  for  further
information on the operation of the public  reference  rooms. You can review our
SEC filings and the registration  statement by accessing the SEC's Internet site
at http://www.sec.gov.

                       DOCUMENTS INCORPORATED BY REFERENCE

     The SEC allows us to  "incorporate  by reference"  the  information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
considered  to be  part  of  this  prospectus.  Statements  in  this  prospectus
regarding  the contents of any  contract or other  document may not be complete.
You  should  refer to the copy of the  contract  or other  document  filed as an

                                      -25-

exhibit to the registration statement. Later information filed with the SEC will
update and supersede  information we have included or  incorporated by reference
in this prospectus.

     We incorporate by reference the documents listed below and any filings made
after the date of the  original  filing of the  registration  statement of which
this  prospectus is a part made with the SEC under Section 13(a),  13(c),  14 or
15(d) of the Securities  Exchange Act of 1934 until our offering is completed or
terminated:

     The following  documents  filed by us under File No. 1-13045 under the name
"Pierce Leahy Corp." through February 1, 2000 and "Iron Mountain  Incorporated,"
a Pennsylvania corporation, after February 1, 2000:

o    Annual Report on Form 10-K for the fiscal year ended December 31, 1999.

o    Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and
     September 30, 2000.

o    Current  Reports on Form 8-K filed  February 1, 2000,  May 4, 2000, May 15,
     2000, August 15, 2000 and November 14, 2000.

o    The description of the common stock contained in the Registration Statement
     on Form 8-A dated May 27, 1997,  including all amendments and reports filed
     for the purpose of updating such description.

     The financial information contained in Current Reports on Form 8-K filed by
Old Iron Mountain  under File No.  0-27584 for documents  filed through July 31,
1999 and File No.  1-14937 for all  documents  filed  thereafter  under the name
"Iron Mountain  Incorporated," a Delaware corporation,  on March 22, 1999, April
16, 1999, July 9, 1999 and November 24, 1999.

     We will provide you with a copy of the information we have  incorporated by
reference,  excluding exhibits other than those to which we specifically  refer.
You may obtain this  information at no cost by writing or telephoning us at: 745
Atlantic  Avenue,  Boston,  Massachusetts  02111,  (617)  535-4766,   Attention:
Investor Relations.

                                      -26-


                                     PART II
                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

    Set forth below is an estimate (except in the case of the registration  fee)
of the  amount  of fees and  expenses  to be  incurred  in  connection  with the
issuance and distribution of the offered shares  registered  hereby,  other than
underwriting  discounts and commission,  if any, incurred in connection with the
sale of the offered  shares.  All such  amounts  will be borne by Iron  Mountain
Incorporated ("Iron Mountain" or the "Company").


      Registration Fee Under Securities Act.................       $125,000
      Blue Sky Fees and Expenses............................         10,000
      Legal Fees and Expenses...............................        300,000
      Accounting Fees and Expenses..........................        300,000
      Printing and Engraving................................        100,000
      Rating Agencies Fees..................................        100,000
      Miscellaneous Fees and Expenses.......................        100,000
                                                                 ----------
           Total:...........................................     $1,035,000
                                                                 ==========

Item 15. Indemnification of Directors and Officers

    Subchapter D (Sections 1741 through 1750) of Chapter 17 of the  Pennsylvania
Business  Corporation Law of 1988, as amended (the "PBCL"),  contains provisions
for mandatory and discretionary  indemnification  of a corporation's  directors,
officers,  employees  and agents  (collectively  "Representatives")  and related
matters.

    Under Section 1741,  subject to certain  limitations,  a corporation has the
power to indemnify directors,  officers and other  Representatives under certain
prescribed   circumstances   against  expenses   (including   attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection  with a  threatened,  pending or completed  action or  proceeding,
whether civil, criminal,  administrative or investigative,  to which any of them
is  a  party  or  threatened  to  be  made  party  by  reason  of  his  being  a
Representative  of the  corporation or serving at the request of the corporation
as a Representative of another corporation, partnership, joint venture, trust or
other  enterprise,  if he acted in good  faith  and in a  manner  he  reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal proceeding,  had no reasonable cause to believe his
conduct was unlawful.  The  termination of any action or proceeding by judgment,
order or  settlement  or  conviction  upon a plea of nolo  contendere  shall not
itself create a presumption  that the  Representative  did not act in good faith
and in a manner he  reasonably  believes  to be in, or not  opposed to, the best
interests of the corporation,  and with respect to any criminal proceeding,  has
reasonable cause to believe that his conduct was unlawful.

    Section 1742 provides for  indemnification  with respect to  derivative  and
corporate   actions   similar  to  that  provided  by  Section  1741.   However,
indemnification  is not  provided  under  Section  1742 in respect of any claim,
issue or matter as to which a  Representative  has been adjudged to be liable to
the corporation  unless and only to the extent that the proper court  determines
upon application that,  despite the adjudication of liability but in view of all
the  circumstances  of the  case,  a  Representative  is fairly  and  reasonably
entitled to indemnity for the expenses that the court deems proper.

    Section 1743 provides that  indemnification  against  expenses  actually and
reasonably  incurred is mandatory to the extent that a  Representative  has been
successful  on the  merits  or  otherwise  in  defense  of any  such  action  or
proceeding referred to in Section 1741 or 1742.

    Section 1744 provides that unless  ordered by a court,  any  indemnification
under Section 1741 or 1742 shall be made by the corporation as authorized in the
specific case upon a determination  that  indemnification of a Representative is
proper because the  Representative met the applicable  standard of conduct,  and
such  determination will be made by the board of directors by a majority vote of
a quorum of directors  not parties to the action or  proceeding;  if a quorum is
not  obtainable  or is  obtainable  and majority of  disinterested  directors so
directs,  by  independent  legal  counsel  in  a  written  opinion;  or  by  the
shareholders.

    Section  1745  provides  that  expenses  incurred  by  a  Representative  in
defending any action or proceeding  referred to in Subchapter D of Chapter 17 of
the PBCL may be paid by the  corporation in advance of the final  disposition of


                                      II-1


such action or proceeding upon receipt of any undertaking by or on behalf of the
Representative to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the corporation.

    Section 1746 provides  generally  that,  except in any case where the act or
failure to act giving rise to the claim for  indemnification  is determined by a
court   to  have   constituted   willful   misconduct   or   recklessness,   the
indemnification  and advancement of expenses provided by Subchapter D of Chapter
17 of the PBCL  shall not be  deemed  exclusive  of any other  rights to which a
Representative  seeking  indemnification  or  advancement  of  expenses  may  be
entitled  under any bylaw,  agreement,  vote of  shareholders  or  disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in another capacity while holding that office.

    Section  1747  grants a  corporation  the  power to  purchase  and  maintain
insurance on behalf of any Representative  against any liability incurred by him
in his capacity as a  Representative,  whether or not the corporation would have
the power to indemnify him against that liability under  Subchapter D of Chapter
17 of the PBCL.

    Section 1748 and 1749 apply the  indemnification and advancement of expenses
provisions  contained  in  Subchapter  D of Chapter 17 of the PBCL to  successor
corporations resulting from consolidation,  merger or division and to service as
a representative of a corporation with respect to an employee benefit plan.

    Section 7.2 of the Company's  bylaws provides  indemnification  to directors
and officers  for all actions  taken by them and for all failures to take action
to the fullest  extent  permitted  by  Pennsylvania  law  against  all  expense,
liability and loss  reasonably  incurred or suffered by them in connection  with
any  threatened,  pending or completed  action,  suit or proceeding  (including,
without  limitation,  an action,  suit or  proceeding  by or in the right of the
Company),  whether civil,  criminal,  administrative,  investigative  or through
arbitration.  Section 7.2 also  permits the  Company,  by action of its board of
directors, to indemnify officers, employees and other persons to the same extent
as directors.  Amendments,  repeals or  modifications of Section 7.2 can only be
prospective  and such changes require the unanimous vote of all of the directors
then  serving  or the  affirmative  vote of the  holders  of a  majority  of the
outstanding  shares of stock of the  Company  entitled to vote in  elections  of
directors. Section 7.2 further permits the Company to maintain insurance, at its
expense,  for the benefit of any person on behalf of whom insurance is permitted
to be  purchased by  Pennsylvania  law against any such  expenses,  liability or
loss,  whether or not the Company would have the power to indemnify  such person
against such expense, liability or loss under Pennsylvania or other law.

    Pursuant to a certain employment agreement,  dated February 1, 2000, between
Iron Mountain (f/k/a Pierce Leahy Corp.) and J. Peter Pierce, a director of Iron
Mountain,  Mr. Pierce received specific  indemnification  rights. In addition to
those rights he holds generally as a director pursuant to our bylaws, Mr. Pierce
is  entitled  (i) to obtain an advance  of all costs and  expenses  incurred  in
connection with any proceeding giving rise to a potential  indemnification claim
within  twenty  (20) days of  receipt  by Iron  Mountain  of a request  for such
amounts, and (ii) to indemnification if in fact he meets the applicable standard
of  conduct,  without  regard to any  determination  by Iron  Mountain  (whether
through the board, the  shareholders,  independent legal counsel or other party)
regarding  such  conduct.  Mr.  Pierce's  written  consent,  which  may  not  be
unreasonably   withheld,  is  required  before  Iron  Mountain  may  settle  any
proceeding or claim which would impose any penalty or limitation on Mr. Pierce.

    Reference is made to the Underwriting  Agreements  (Exhibits 1.1 through 1.5
hereto),  which  may  contain  certain  provisions  for  indemnification  by the
underwriters of the Company,  directors,  officers and controlling persons under
certain circumstances.

Item 16.          Exhibits

    Certain exhibits  indicated below are incorporated by reference to documents
of Iron  Mountain  on file with the  Securities  and  Exchange  Commission  (the
"Commission").  Exhibit  numbers in parentheses  refer to the exhibit numbers in
the applicable filing.




 Exhibit No.                           Item                                                             Exhibit
 -----------                           ----                                                             -------
                                                                                                    

     1.1       Form of Underwriting Agreement (for Debt Securities).                                       *

     1.2       Form of Underwriting Agreement (for Preferred Stock).                                       *

                                      II-2


     1.3       Form of Underwriting Agreement (for Depositary Shares).                                     *

     1.4       Form of Underwriting Agreement (for Common Stock).                                          *

     1.5       Form of Underwriting Agreement (for Warrants).                                              *

     2.1       Asset Purchase and Sale Agreement, dated February 18, 2000, by and among Iron            (2.1)3
               Mountain Records Management, Inc. ("IMRM"), Data Storage Center, Inc., DSC of
               Florida, Inc., DSC of Massachusetts, Inc., and Suddath Van Lines, Inc.

     2.2       Amendment No. 1 to Asset Purchase and Sale Agreement, dated May 1, 2000, by and          (2.1)7
               among IMRM, Data Storage Center, Inc., DSC of Florida, Inc., DSC of
               Massachusetts, Inc., Suddath Van Lines, Inc. and Suddath Family Trust U/A
               11/8/79.

     2.3       Agreement  and Plan of Merger,  dated as of October 20, 1999,  by and between Old        (2.1)5
               Iron Mountain and Pierce Leahy.

     2.4       Stock Purchase Agreement, dated as of April 1, 1999, by and among IMRM, First            (2.2)2
               American Records Management, Inc. and all of the stockholders of First American
               Records Management, Inc. (confidential treatment granted as to certain portions).

     2.5       Stock Purchase Agreement, dated as of February 28, 1999, by and among Old Iron           (2.10)1
               Mountain, Data Base, Inc. ("Data Base") and all of the stockholders of Data
               Base. (confidential treatment granted as to certain portions).

     2.6       First Amendment to Stock Purchase Agreement, dated as of April 8, 1999, by and           (10.1)2
               among Old Iron Mountain, Data Base and all of the stockholders of Data Base.

     2.7       Share Purchase Agreement, dated February 26, 1999, among Charles Greaves                (10.14)4
               Stuart-Menteth and Others, Pierce Leahy Europe Limited and Eagle Trustees
               Limited, as the Sole Trustee of the Stuart-Menteth Family Trust.

     4.1       Form of Senior Indenture.                                                           Filed herewith as
                                                                                                      Exhibit 4.1

     4.2       Form of Subordinated Indenture.                                                     Filed herewith as
                                                                                                      Exhibit 4.2

     4.3       Form of stock certificate representing shares of Common Stock, $.01 par value           (4.1)6
               per share, of the Company.

     4.4       Form of Senior Debt Security.                                                             *

     4.5       Form of Subordinated Debt Security.                                                       *

     4.6       Form of Certificate of Designation for the Preferred Stock.                               *

     4.7       Form of Deposit Agreement, including form of Depositary Receipt for                       *
               Depositary Shares.

     4.8       Form of Preferred Stock Certificate.                                                      *

     4.9       Form of Debt Warrant Agreement, including form of Debt Warrant.                           *

    4.10       Form of Preferred Stock Warrant Agreement, including form of Preferred Stock              *
               Warrant.

                                      II-3


    4.11       Form of Common Stock Warrant Agreement, including form of Common Stock                    *
               Warrant.

     5.1       Opinion of Sullivan & Worcester LLP.                                                    (5.1)8

     5.2       Opinion of Ballard Spahr Andrews & Ingersoll.                                           (5.2)8

      8        Opinion of Sullivan & Worcester LLP regarding tax matters.                                *

     12        Statement Regarding Computation of Ratios of Earnings to Fixed Charges.                 (12)8

    23.1       Consent of Arthur Andersen LLP (Iron Mountain Incorporated, Delaware).                 (23.1)8

    23.2       Consent of Arthur Andersen LLP (Iron Mountain Incorporated, Pennsylvania).             (23.2)8

    23.3       Consent of RSM Robson Rhodes (Iron Mountain Europe Limited (f/k/a Britannia            (23.3)8
               Data Management Limited)).

    23.4       Consent of Moss Adams LLP (Data Base, Inc. and Affiliate).                             (23.4)8

    23.5       Consent of Brach, Neal, Daney & Spence, LLP (First American Records                    (23.5)8
               Management Inc.).

    23.6       Consent of Barbier, Frinault & Associes (MAP, S.A.).                                   (23.6)8

    23.7       Consent of Fernandez & Bravo (Central File, Inc.).                                     (23.7)8

    23.8       Consent of Arthur Andersen (Sistemas de Archivo, S.A. de C.V. and Sistemas de          (23.8)8
               Archivo Mexico, S.A. de C.V.).

    23.9       Consent of Arthur Andersen (Stortext (Holdings) Limited Group).                        (23.9)8

    23.10      Consent of Arthur Andersen LLP (Midtown Professional Records Center, Inc.).            (23.10)8

    23.11      Consent of Deloitte & Touche LLP (Data Storage Center, Inc.).                          (23.11)8

     24        Powers of Attorney                                                                      (24)8

     25        Statement of Eligibility of Trustee on Form T-1                                           *
- -------------


*        To be filed by amendment  or  incorporated  by reference in  connection
         with the offering of offered securities, as appropriate.

1.       Filed as an Exhibit to Old Iron Mountain's Annual Report on Form 10-K for the year ended December 31,
         1998, filed with the Commission, File No. 0-27584.
2.       Filed as an Exhibit to Old Iron Mountain's Current Report on Form 8-K dated April 16, 1999, filed with
         the Commission, File No. 0-27584.
3.       Filed as an Exhibit to Old Iron Mountain's Annual Report on Form 10-K for the year ended December 31,
         1999, filed with the Commission, File No. 1-13045.
4.       Filed as an Annex or Exhibit to Amendment No. 1 to Pierce Leahy's Registration Statement No. 333-91577,
         filed with the Commission on December 13, 1999.
5.       Filed as an Exhibit to Old Iron Mountain's Quarterly Report on Form 10-Q for the quarter ended September
         30, 1999, filed with the Commission, File No. 1-14937.
6.       Filed as an Exhibit to the Company's Current Report on Form 8-K dated February 1, 2000, filed with the
         Commission, File No. 1-13045.

                                      II-4


7.       Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000,
         filed with the Commission, File No. 1-13045.
8.       Filed as an Exhibit to the Company's Registration Statement No. 333-54030, filed with the Commission on
         January 19, 2001.



Item 17. Undertakings

(a) The undersigned registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)  To include any  prospectus  required  by section  10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   this   registration   statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission  pursuant to Rule 424(b) under the Securities
               Act of 1933 if, in the aggregate, the changes in volume and price
               represent  no  more  than a 20  percent  change  in  the  maximum
               aggregate  offering  price  set  forth  in  the  "Calculation  of
               Registration Fee" table in the effective registration  statement;
               and

          (iii)To include any material  information  with respect to the plan of
               distribution  not  previously   disclosed  in  this  registration
               statement  or any  material  change to such  information  in this
               registration statement;

     provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) do not apply
     if the information required to be included in a post-effective amendment by
     those  paragraphs  is  contained  in the  periodic  reports  filed  with or
     furnished to the  Securities  and  Exchange  Commission  by the  registrant
     pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of
     1934 that are incorporated by reference in this registration statement.

     (2)  That for the purpose of determining any liability under the Securities
          Act of 1933, each such post-effective  amendment shall be deemed to be
          a new  registration  statement  relating  to  the  securities  offered
          herein,  and the  offering  of such  securities  at that time shall be
          deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

(b)  The undersigned registrant hereby further undertakes that, for the purposes
     of determining  any liability under the Securities Act of 1933, each filing
     of the  registrant's  annual  report  pursuant to Section  13(a) or Section
     15(d) of the Securities Exchange of 1934 (and where applicable, each filing
     of an employee  benefit  plan's annual report  pursuant to Section 15(d) of
     the Securities  Exchange Act of 1934) that is  incorporated by reference in
     this  registration  statement  shall  be  deemed  to be a new  registration
     statement  relating to the securities  offered herein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the registrant  pursuant to the provisions  described under Item 15 of this
     registration statement, or otherwise,  the registrant has been advised that
     in  the  opinion  of  the   Securities   and   Exchange   Commission   such
     indemnification  is against  public policy as expressed in such Act and is,
     therefore,  unenforceable.  In the event  that a claim for  indemnification
     against  such  liabilities  (other  than the payment by the  registrant  of
     expenses incurred or paid by a director,  officer or controlling  person of
     the registrant in the successful defense of any action, suit or proceeding)
     is asserted by such director,  officer or controlling  person in connection
     with the securities being  registered,  the registrant will,  unless in the
     opinion  of  its  counsel  the  matter  has  been  settled  by  controlling
     precedent,  submit  to a court of  appropriate  jurisdiction  the  question
     whether such

                                      II-5


     indemnification by it is against public policy as expressed in such Act and
     will be governed by the final adjudication of such issue.

(d)  The undersigned registrant hereby undertakes that:

     (1)  For purposes of determining  any liability under the Securities Act of
          1933,  the  information  omitted from the form of prospectus  filed as
          part of this  Registration  Statement  in reliance  upon Rule 430A and
          contained  in a form of  prospectus  filed by the Company  pursuant to
          Rule  424(b)(1)  or (4) or 497(h)  under the  Securities  Act shall be
          deemed to be part of this Registration Statement as of the time it was
          declared effective;

     (2)  For purposes of determining  any liability under the Securities Act of
          1933, each post-effective amendment that contains a form of prospectus
          shall be deemed to be a new  registration  statement  relating  to the
          securities  offered  therein,  and the offering of such  securities at
          that  time  shall be  deemed  to be the  initial  bona  fide  offering
          thereof.

(e)  The undersigned registrant hereby undertakes to file an application for the
     purpose of determining  the  eligibility  of each Indenture  Trustee to act
     under  subsection  (a)  of  Section  310  of  the  Trust  Indenture  Act in
     accordance  with the rules and  regulations  prescribed  by the  Commission
     under Section 305(b)(2) of the Trust Indenture Act.


                                      II-6


                                  SIGNATURES

    Pursuant to the  requirements  of the  Securities  Act of 1933,  the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on January 29,
2001.

                                 IRON MOUNTAIN INCORPORATED


                                 By:   /s/ John F. Kenny, Jr.
                                        John F. Kenny, Jr.
                                        Executive Vice President,
                                        Chief Financial Officer and Director

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement on Form S-3 has been signed below by the following
persons in the capacities and on the dates indicated.

  Signature                      Title                               Date
  ---------                      -----                               ----


*                         Chairman, Chief Executive Officer,    January 29, 2001
C. Richard Reese          President and Director


/s/ John F. Kenny, Jr.    Executive Vice President, Chief       January 29, 2001
John F. Kenny, Jr.        Financial Officer and Director


*                         Director                              January 29, 2001
J. Peter Pierce


*                         Director                              January 29, 2001
Clarke H. Bailey


*                         Director                              January 29, 2001
Constantin R. Boden


*                         Director                              January 29, 2001
Kent P. Dauten


*                         Director                              January 29, 2001
Eugene B. Doggett


*                         Director                              January 29, 2001
B. Thomas Golisano


*                         Director                              January 29, 2001
Arthur D. Little


*                         Director                              January 29, 2001
Howard D. Ross


                                      II-7



*                         Director                              January 29, 2001
Vincent J. Ryan


*                         Vice President and                    January 29, 2001
Jean A. Bua               Corporate Controller



*  By:  /s/ John F. Kenny, Jr.
       ATTORNEY-IN-FACT  PURSUANT TO THE POWERS OF ATTORNEY  PREVIOUSLY PROVIDED
       AS PART OF THIS REGISTRATION STATEMENT.


                                      II-8



                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933,  Arcus Data
Security,  Inc, Arcus Data Security,  LLC,  COMAC,  Inc., DSI Technology  Escrow
Services, Inc., IM Billerica, Inc., Iron Mountain Consulting Services, LLC, Iron
Mountain  Global,  Inc., Iron Mountain  Global,  LLC, Iron Mountain of Maryland,
LLC, Iron  Mountain/National  Underground  Storage,  LLC, Iron Mountain  Records
Management,  Inc., Iron Mountain Records  Management of Michigan,  Inc. and Iron
Mountain  Secure  Destruction  LLC,  have each  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on January 29,
2001.


                                  ARCUS DATA SECURITY, INC.
                                  COMAC, INC.
                                  DSI TECHNOLOGY ESCROW SERVICES, INC.
                                  IM BILLERICA, INC.
                                  IRON MOUNTAIN GLOBAL, INC.
                                  IRON MOUNTAIN RECORDS MANAGEMENT, INC.
                                  IRON MOUNTAIN RECORDS MANAGEMENT OF
                                     MICHIGAN, INC.


                                  By:  *
                                  Name:  C. Richard Reese
                                  Title:    Sole Director

                                  ARCUS DATA SECURITY, LLC
                                  IRON MOUNTAIN CONSULTING SERVICES, LLC
                                  IRON MOUNTAIN OF MARYLAND, LLC
                                  IRON MOUNTAIN/NATIONAL UNDERGROUND
                                       STORAGE, LLC
                                  IRON MOUNTAIN SECURE DESTRUCTION LLC

                                  By:  Iron Mountain Records Management, Inc.
                                          Its Manager

                                  By:   *
                                  Name:  C. Richard Reese
                                  Title:    Sole Director


                                  IRON MOUNTAIN GLOBAL, LLC

                                  By:  Iron Mountain Global, Inc.,
                                          Its Manager

                                  By   *
                                  Name:  C. Richard Reese
                                  Title:    Sole Director


*  By:  /s/ John F. Kenny, Jr.
       John F. Kenny, Jr.
       ATTORNEY-IN-FACT  PURSUANT TO THE POWERS OF ATTORNEY  PREVIOUSLY PROVIDED
       AS PART OF THIS REGISTRATION STATEMENT.

                                      II-9

EX-4.1

                                                                     EXHIBIT 4.1






                           Iron Mountain Incorporated





                                SENIOR INDENTURE


                           Dated as of _________, 200_





                                [Name of Trustee]


                                     Trustee













                                TABLE OF CONTENTS

                                                                                                             Page
                                                                                                        

ARTICLE I. DEFINITIONS AND INCORPORATION BY
         REFERENCE.............................................................................................1
         Section 1.1.      Definitions.........................................................................1
         Section 1.2.      Other Definitions...................................................................5
         Section 1.3.      Incorporation by Reference of Trust Indenture Act...................................6
         Section 1.4.      Rules of Construction...............................................................6
ARTICLE II. THE
         SECURITIES............................................................................................7
         Section 2.1.      Issuable in Series..................................................................7
         Section 2.2.      Establishment of Terms of Series of Securities......................................7
         Section 2.3.      Execution and Authentication........................................................9
         Section 2.4.      Registrar and Paying Agent.........................................................10
         Section 2.5.      Paying Agent to Hold Money in Trust................................................11
         Section 2.6.      Securityholder Lists...............................................................11
         Section 2.7.      Transfer and Exchange..............................................................11
         Section 2.8.      Mutilated, Destroyed, Lost and Stolen Securities...................................12
         Section 2.9.      Outstanding Securities.............................................................12
         Section 2.10.     Treasury Securities................................................................13
         Section 2.11.     Temporary Securities...............................................................13
         Section 2.12.     Cancellation.......................................................................14
         Section 2.13.     Defaulted Interest.................................................................14
         Section 2.14.     Record Date........................................................................14
         Section 2.15.     Global Securities..................................................................14
         Section 2.16.     CUSIP Numbers......................................................................15
ARTICLE III.
         REDEMPTION...........................................................................................16
         Section 3.1.      Notice to Trustee..................................................................16
         Section 3.2.      Selection of Securities to be Redeemed.............................................16
         Section 3.3.      Notice of Redemption...............................................................16
         Section 3.4.      Effect of Notice of Redemption.....................................................17
         Section 3.5.      Deposit of Redemption Price........................................................17
         Section 3.6.      Securities Redeemed in Part........................................................17
ARTICLE IV.
         COVENANTS............................................................................................18
         Section 4.1.      Payment of Principal and Interest..................................................18
         Section 4.2.      SEC Reports........................................................................18
         Section 4.3.      Compliance Certificate.............................................................18
         Section 4.4.      Stay, Extension and Usury Laws.....................................................18
         Section 4.5.      Corporate Existence................................................................19
         Section 4.6.      Taxes..............................................................................19
ARTICLE V.
         SUCCESSORS...........................................................................................19
         Section 5.1.      When Company May Merge, Etc........................................................19
         Section 5.2.      Successor Corporation Substituted..................................................20
ARTICLE VI. DEFAULTS AND
         REMEDIES.............................................................................................20
         Section 6.1.      Events of Default..................................................................20
         Section 6.2.      Acceleration of Maturity; Rescission and Annulment.................................22

                                       i


         Section 6.3.      Collection of Indebtedness and Suits for Enforcement by Trustee....................23
         Section 6.4.      Trustee May File Proofs of Claim...................................................23
         Section 6.5.      Trustee May Enforce Claims Without Possession of Securities........................24
         Section 6.6.      Application of Money Collected.....................................................24
         Section 6.7.      Limitation on Suits................................................................25
         Section 6.8.      Unconditional Right of Holders to Receive Principal and Interest...................25
         Section 6.9.      Restoration of Rights and Remedies.................................................25
         Section 6.10.     Rights and Remedies Cumulative.....................................................26
         Section 6.11.     Delay or Omission Not Waiver.......................................................26
         Section 6.12.     Control by Holders.................................................................26
         Section 6.13.     Waiver of Past Defaults............................................................26
         Section 6.14.     Undertaking for Costs..............................................................27
ARTICLE VII.
         TRUSTEE..............................................................................................27
         Section 7.1.      Duties of Trustee..................................................................27
         Section 7.2.      Rights of Trustee..................................................................28
         Section 7.3.      Individual Rights of Trustee.......................................................29
         Section 7.4.      Trustee's Disclaimer...............................................................29
         Section 7.5.      Notice of Defaults.................................................................29
         Section 7.6.      Reports by Trustee to Holders......................................................30
         Section 7.7.      Compensation and Indemnity.........................................................30
         Section 7.8.      Replacement of Trustee.............................................................31
         Section 7.9.      Successor Trustee by Merger, etc...................................................32
         Section 7.10.     Eligibility; Disqualification......................................................32
         Section 7.11.     Preferential Collection of Claims Against Company..................................32
ARTICLE VIII. SATISFACTION AND DISCHARGE;
         DEFEASANCE...........................................................................................32
         Section 8.1.      Satisfaction and Discharge of Indenture............................................32
         Section 8.2.      Application of Trust Funds; Indemnification........................................33
         Section 8.3.      Legal Defeasance of Securities of any Series.......................................34
         Section 8.4.      Covenant Defeasance................................................................35
         Section 8.5.      Repayment to Company...............................................................36
         Section 8.6.      Subsidiary Guarantees..............................................................37
ARTICLE IX. AMENDMENTS AND
         WAIVERS..............................................................................................37
         Section 9.1.      Without Consent of Holders.........................................................37
         Section 9.2.      With Consent of Holders............................................................37
         Section 9.3.      Limitations........................................................................38
         Section 9.4.      Compliance with Trust Indenture Act................................................39
         Section 9.5.      Revocation and Effect of Consents..................................................39
         Section 9.6.      Notation on or Exchange of Securities..............................................39
         Section 9.7.      Trustee Protected..................................................................39
ARTICLE X.
         MISCELLANEOUS........................................................................................39
         Section 10.1.     Trust Indenture Act Controls.......................................................39
         Section 10.2.     Notices............................................................................39
         Section 10.3.     Communication by Holders with Other Holders........................................41
         Section 10.4.     Certificate and Opinion as to Conditions Precedent.................................41
         Section 10.5.     Statements Required in Certificate or Opinion......................................41
         Section 10.6.     Rules by Trustee and Agents........................................................41

                                       ii


         Section 10.7.     Legal Holidays.....................................................................42
         Section 10.8.     No Recourse Against Others.........................................................42
         Section 10.9.     Counterparts.......................................................................42
         Section 10.10.    Governing Laws.....................................................................42
         Section 10.11.    No Adverse Interpretation of Other Agreements......................................42
         Section 10.12.    Successors.........................................................................42
         Section 10.13.    Severability.......................................................................42
         Section 10.14.    Table of Contents, Headings, Etc...................................................43
         Section 10.15.    Securities in a Foreign Currency or in ECU.........................................43
         Section 10.16.    Judgment Currency..................................................................43
ARTICLE XI. SINKING
         FUNDS................................................................................................44
         Section 11.1.     Applicability of Article...........................................................44
         Section 11.2.     Satisfaction of Sinking Fund Payments with Securities..............................44
         Section 11.3.     Redemption of Securities for Sinking Fund..........................................45
ARTICLE XII. SUBSIDIARY
         GUARANTEES...........................................................................................45
         Section 12.1.     Subsidiary Guarantee...............................................................45
         Section 12.2.     Limitation of Guarantor's Liability................................................47



                                      iii


                           IRON MOUNTAIN INCORPORATED

         Reconciliation and tie between Trust Indenture Act of 1939 and
                     Indenture, dated as of _________, 200_


ss.310(a)(1)       .....................................     7.10
       (a)(2)     ......................................     7.10
       (a)(3)     ......................................     Not Applicable
       (a)(4)     ......................................     Not Applicable
       (a)(5)     ......................................     7.10
          (b)     ......................................     7.10
   ss. 310(c)     ......................................     Not Applicable
   ss. 311(a)     ......................................     7.11
          (b)     ......................................     7.11
          (c)     ......................................     Not Applicable
   ss. 312(a)     ......................................     2.6
          (b)     ......................................     10.3
          (c)     ......................................     10.3
   ss. 313(a)     ......................................     7.6
       (b)(1)     ......................................     7.6
       (b)(2)     ......................................     7.6
       (c)(1)     ......................................     7.6
       (c)(2)     ......................................     7.6
       (c)(3)     ......................................     7.6
          (d)     ......................................     7.6
   ss. 314(a)     ......................................     4.2, 4.3, 10.5
          (b)     ......................................     Not Applicable
       (c)(1)     ......................................     10.4
       (c)(2)     ......................................     10.4
       (c)(3)     ......................................     Not Applicable
          (d)     ......................................     Not Applicable
          (e)     ......................................     10.5
          (f)     ......................................     Not Applicable
   ss. 315(a)     ......................................     7.1(b)
          (b)     ......................................     7.5
          (c)     ......................................     7.1
          (d)     ......................................     7.1
          (e)     ......................................     6.14
   ss. 316(a)     ......................................     2.10
    (a)(1)(A)     ......................................     6.12
    (a)(1)(B)     ......................................     6.13
          (b)     ......................................     6.8
   ss. 316(c)     ......................................     2.14
  ss.317(a)(1)     .....................................     6.3
       (a)(2)     ......................................     6.4
          (b)     ......................................     2.5

                                       iv

   ss. 318(a)     ......................................     10.1
          (b)     ......................................     Not Applicable
          (c)     ......................................     Not Applicable

Note:     This  reconciliation and tie shall not, for any purpose,  be deemed to
          be part of the Indenture.

                                       v

                  Senior  Indenture dated as of  ___________,  200_ between Iron
Mountain  Incorporated,  a Pennsylvania  corporation  ("Company"),  and [Name of
Trustee], a ________________ ("Trustee").

                  Each  party  agrees as  follows  for the  benefit of the other
party and for the equal and  ratable  benefit of the  Holders of the  Securities
issued under this Indenture.

                                   ARTICLE I.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.1. Definitions.

                  "Additional  Amounts" means any  additional  amounts which are
required  hereby or by any Security,  under  circumstances  specified  herein or
therein,  to be paid by the  Company  in respect  of  certain  taxes  imposed on
Holders specified therein and which are owing to such Holders.

                  "Affiliate"  of any  specified  person  means any other person
directly or indirectly  controlling or controlled by or under direct or indirect
common control with such specified person.  For the purposes of this definition,
"control" (including,  with correlative meanings,  the terms "controlled by" and
"under common control with"), as used with respect to any person, shall mean the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction  of the  management  or policies of such person,  whether  through the
ownership of voting securities or by agreement or otherwise.

                  "Agent" means any Registrar, Paying Agent or Service Agent.

                  "Authorized  Newspaper"  means  a  newspaper  in  an  official
language of the country of publication customarily published at least once a day
for at least five days in each calendar week and of general  circulation  in the
place in connection  with which the term is used. If it shall be  impractical in
the opinion of the Trustee to make any publication of any notice required hereby
in an Authorized Newspaper, any publication or other notice in lieu thereof that
is made or given by the Trustee  shall  constitute a sufficient  publication  of
such notice.

                  "Bearer"  means  anyone in  possession  from time to time of a
Bearer Security.

                  "Bearer  Security" means any Security,  including any interest
coupon appertaining thereto, that does not provide for the identification of the
Holder thereof.

                  "Board  of  Directors"  means the  Board of  Directors  of the
Company or any duly authorized committee thereof.

                  "Board  Resolution" means a copy of a resolution  certified by
the  Secretary or an Assistant  Secretary of the Company to have been adopted by
the Board of  Directors or pursuant to  authorization  by the Board of Directors
and to be in full force and effect on the date of the  certificate and delivered
to the Trustee.



                  "Business  Day"  means,  unless  otherwise  provided  by Board
Resolution,  Officers'  Certificate  or  supplemental  indenture  hereto  for  a
particular Series,  any day except a Saturday,  Sunday or a legal holiday in The
City of New York or the City of  ___________ on which banking  institutions  are
authorized or required by law, regulation or executive order to close.

                  "Company"  means  the  party  named  as  such  above  until  a
successor replaces it and thereafter means the successor.

                  "Company  Order"  means a written  order signed in the name of
the Company by two Officers,  one of whom must be the Company's  chief executive
officer, chief financial officer or chief accounting officer.

                  "Company  Request" means a written  request signed in the name
of the Company by its Chairman of the Board,  a President  or a Vice  President,
and by its  Treasurer,  an Assistant  Treasurer,  its  Secretary or an Assistant
Secretary,  and  delivered to the  Trustee."Corporate  Trust  Office"  means the
office  of the  Trustee  at which at any  particular  time its  corporate  trust
business shall be principally administered.

                  "Debt"  of  any   person  as  of  any  date   means,   without
duplication,  all  indebtedness  of such  person in respect of  borrowed  money,
including all interest,  fees and expenses owed in respect  thereto  (whether or
not the  recourse  of the lender is to the whole of the assets of such person or
only to a portion thereof), or evidenced by bonds, notes,  debentures or similar
instruments.

                  "Default" means any event which is, or after notice or passage
of time would be, an Event of Default.

                  "Depository"  means,  with  respect to the  Securities  of any
Series  issuable or issued in whole or in part in the form of one or more Global
Securities,  the person designated as Depository for such Series by the Company,
which Depository  shall be a clearing agency  registered under the Exchange Act;
and if at any time there is more than one such person, "Depository" as used with
respect to the Securities of any Series shall mean the  Depository  with respect
to the Securities of such Series.

                  "Discount  Security"  means any Security  that provides for an
amount less than the stated  principal amount thereof to be due and payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.2.

                  "Dollars" means the currency of The United States of America.

                  "ECU" means the European  Currency  Unit as  determined by the
Commission of the European Union.

                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended.

                  "Foreign  Currency" means any currency or currency unit issued
by a government other than the government of The United States of America.

                                       2


                  "Foreign   Government   Obligations"  means  with  respect  to
Securities of any Series that are denominated in a Foreign Currency,  (i) direct
obligations of the  government  that issued or caused to be issued such currency
for the  payment  of which  obligations  its full faith and credit is pledged or
(ii) obligations of a person  controlled or supervised by or acting as an agency
or   instrumentality   of  such  government  the  timely  payment  of  which  is
unconditionally  guaranteed  as a full  faith  and  credit  obligation  by  such
government, which, in either case under clauses (i) or (ii), are not callable or
redeemable at the option of the issuer thereof.

                  "Global  Security" or "Global  Securities" means a Security or
Securities,  as the case may be, in the form established pursuant to Section 2.2
evidencing all or part of a Series of  Securities,  issued to the Depository for
such Series or its nominee,  and  registered  in the name of such  Depository or
nominee.

                  "Guarantee"  means,  as  applied  to  any  obligation,  (a)  a
guarantee (other than by endorsement of negotiable instruments for collection in
the ordinary course of business), direct or indirect, in any manner, of any part
or all of such obligation and (b) an agreement,  direct or indirect,  contingent
or otherwise,  the practical effect of which is to assure in any way the payment
or performance (or payment of damages in the event of non-performance) of all or
any part of such  obligation,  including,  without  limiting the foregoing,  the
obligation to reimburse amounts drawn down under letters of credit securing such
obligations.

                  "Holder"  or  "Securityholder"  means a person in whose name a
Security is registered or the holder of a Bearer Security.

                  "Indenture"  means this Indenture as amended from time to time
and  shall  include  the  form and  terms of  particular  Series  of  Securities
established as contemplated hereunder.

                  "interest" with respect to any Discount  Security which by its
terms bears interest only after Maturity, means interest payable after Maturity.

                  "Maturity,"   when  used  with  respect  to  any  Security  or
installment of principal thereof,  means the date on which the principal of such
Security or such installment of principal  becomes due and payable as therein or
herein   provided,   whether  at  the  Stated  Maturity  or  by  declaration  of
acceleration,  call for  redemption,  notice  of option  to elect  repayment  or
otherwise.

                  "Maturity Date" means _________________.

                  "Officer"  means  the  Chairman  of  the  Board,,   the  Chief
Executive  Officer,  the  President,  the  Chief  Operating  Officer,  the Chief
Financial  Officer,  any  Vice-President,  the Treasurer,  the  Controller,  the
Secretary, any Assistant Treasurer or any Assistant Secretary of any person.

                  "Officers'  Certificate" means a certificate signed by any two
of the Chairman of the Board,  the President,  chief  executive  officer,  chief
financial  officer or chief accounting  officer,  the Controller or an Executive
Vice President of the Company.

                                       3


                  "Opinion of Counsel" means a written  opinion of legal counsel
who is acceptable  to the Trustee.  The counsel may be an employee of or counsel
to the Company.

                  "person" means any individual, corporation, partnership, joint
venture,  association,  limited liability company,  joint-stock company,  trust,
unincorporated organization or government or any agency or political subdivision
thereof.

                  "principal"  of a Security means the principal of the Security
plus, when appropriate,  the premium,  if any, on, and any Additional Amounts in
respect of, the Security.

                  "Responsible  Officer" means any officer of the Trustee in its
Corporate  Trust Office and also means,  with respect to a particular  corporate
trust matter,  any other officer to whom any corporate  trust matter is referred
because of his or her knowledge of and familiarity with a particular subject.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities"  means  the  debentures,   notes  or  other  debt
instruments of the Company of any Series  authenticated and delivered under this
Indenture.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Series"  or  "Series  of  Securities"  means  each  series of
debentures,  notes or other debt  instruments of the Company created pursuant to
Sections 2.1 and 2.2 hereof.

                  "Significant   Subsidiary"   means  any  direct  or   indirect
Subsidiary of the Company that would be a "significant subsidiary" as defined in
Article 1, Rule 1-02 of Regulation S-X,  promulgated  pursuant to the Securities
Act of 1933, as amended, as such regulation is in effect on the date hereof.

                  "Stated  Maturity"  when used with  respect to any Security or
any  installment  of  principal  thereof  or  interest  thereon,  means the date
specified  in such  Security  as the fixed date on which the  principal  of such
Security or such installment of principal or interest is due and payable.

                  "Subsidiary" of any specified  person means any corporation of
which at least a majority of the  outstanding  stock having by the terms thereof
ordinary  voting  power  for the  election  of  directors  of  such  corporation
(irrespective  of whether or not at the time stock of any other class or classes
of such  corporation  shall  have or might  have  voting  power by reason of the
happening of any  contingency)  is at the time directly or  indirectly  owned by
such person, or by one or more other Subsidiaries,  or by such person and one or
more other Subsidiaries.

                  "Subsidiary  Guarantee"  means  a  Guarantee  of  a  Guarantor
pursuant to Article 12 hereof.

                  "TIA"  means the  Trust  Indenture  Act of 1939 (15 U.S.  Code
ss.ss.  77aaa-77bbbb)  as in  effect  on the date of this  Indenture;  provided,
however, that in the event the Trust Indenture

                                       4


Act of 1939 is amended after such date,  "TIA" means,  to the extent required by
any such amendment, the Trust Indenture Act as so amended.

                  "Trustee" means the person named as the "Trustee" in the first
paragraph of this  instrument  until a successor  Trustee shall have become such
pursuant  to  the  applicable  provisions  of  this  Indenture,  and  thereafter
"Trustee" shall mean or include each person who is then a Trustee hereunder, and
if at any time  there  is more  than one such  person,  "Trustee"  as used  with
respect to the  Securities  of any Series shall mean the Trustee with respect to
Securities of that Series.

                  "U.S.  Government  Obligations" means securities which are (i)
direct  obligations of The United States of America for the payment of which its
full faith and credit is pledged or (ii)  obligations of a person  controlled or
supervised by and acting as an agency or instrumentality of The United States of
America the payment of which is  unconditionally  guaranteed as a full faith and
credit obligation by The United States of America,  and which in the case of (i)
and (ii) are not callable or redeemable at the option of the issuer thereof, and
shall also include a  depository  receipt  issued by a bank or trust  company as
custodian  with  respect to any such U.S.  Government  Obligation  or a specific
payment of interest on or principal of any such U.S. Government  Obligation held
by such  custodian  for the  account  of the  holder  of a  depository  receipt,
provided  that (except as required by law) such  custodian is not  authorized to
make any  deduction  from the amount  payable  to the holder of such  depository
receipt  from any  amount  received  by the  custodian  in  respect  of the U.S.
Government Obligation evidenced by such depository receipt.

         Section 1.2. Other Definitions.

TERM                                                        DEFINED IN
                                                              SECTION

"Bankruptcy Law"                                                 6.1
"Benefited Party"                                               12.1
"Custodian"                                                      6.1
"Event of Default"                                               6.1
"Guarantor"                                                     12.1
"Journal"                                                       10.15
"Judgment Currency"                                             10.16
"Legal Holiday"                                                 10.7
"mandatory sinking fund payment"                                11.1
"Market Exchange Rate"                                          10.15
"New York Banking Day"                                          10.16
"optional sinking fund payment"                                 11.1
"Paying Agent"                                                   2.4
"Registrar"                                                      2.4
"Required Currency"                                             10.16
"Service Agent"                                                  2.4
"successor person"                                               5.1


                                       5


         Section 1.3. Incorporation by Reference of Trust Indenture Act.

                  Whenever this Indenture  refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Securities and the Subsidiary
                  Guarantees, if any.

                  "indenture security holder" means a Securityholder.

                  "indenture to be qualified" means this Indenture.

                  "indenture  trustee"  or  "institutional  trustee"  means  the
                  Trustee.

                  "obligor" on the indenture  securities means the Company,  the
                  Guarantors,  if  any,  and  any  successor  obligor  upon  the
                  Securities or any Subsidiary Guarantee, as the case may be.

                  All other terms used in this Indenture that are defined by the
TIA,  defined by TIA  reference to another  statute or defined by SEC rule under
the TIA and not otherwise defined herein are used herein as so defined.

         Section 1.4. Rules of Construction.

                  Unless the context otherwise requires:

                  (a) a term has the meaning assigned to it;

                  (b) an accounting  term not otherwise  defined has the meaning
         assigned  to  it  in  accordance  with  generally  accepted  accounting
         principles;

                  (c) references to "generally accepted  accounting  principles"
         shall mean generally accepted accounting principles in effect as of the
         time when and for the period as to which such accounting principles are
         to be applied;

                  (d) "or" is not exclusive;

                  (e)  words in the  singular  include  the  plural,  and in the
         plural include the singular; and

                  (f) provisions apply to successive events and transactions.

                  (g)  references  to sections of or rules under the  Securities
         Act  or the  Exchange  Act  shall  be  deemed  to  include  substitute,
         replacement or successor sections or rules adopted by the SEC from time
         to time.

                                       6


                                  ARTICLE II.
                                 THE SECURITIES

         Section 2.1. Issuable in Series.

                  The  aggregate  principal  amount  of  Securities  that may be
authenticated  and delivered  under this Indenture is unlimited.  The Securities
may be  issued  in one or more  Series.  All  Securities  of a  Series  shall be
identical  except  as may be set  forth in a Board  Resolution,  a  supplemental
indenture  or an  Officers'  Certificate  detailing  the  adoption  of the terms
thereof pursuant to the authority granted under a Board Resolution.  In the case
of Securities of a Series to be issued from time to time, the Board  Resolution,
Officers'  Certificate or  supplemental  indenture may provide for the method by
which specified terms (such as interest rate, maturity date, record date or date
from which interest  shall accrue) are to be  determined.  Securities may differ
between Series in respect of any matters, provided that all Series of Securities
shall be equally and ratably entitled to the benefits of the Indenture.

         Section 2.2. Establishment of Terms of Series of Securities.

                  At or prior to the issuance of any Securities within a Series,
the following shall be established (as to the Series  generally,  in the case of
Subsection 2.2.1 and either as to such Securities within the Series or as to the
Series  generally in the case of  Subsections  2.2.2 through  2.2.21) by a Board
Resolution,  a supplemental  indenture or an Officers'  Certificate  pursuant to
authority granted under a Board Resolution:

                  2.2.1.  the title of the Series (which shall  distinguish  the
Securities of that particular Series from the Securities of any other Series);

                  2.2.2.  the price or prices  (expressed as a percentage of the
principal amount thereof) at which the Securities of the Series will be issued;

                  2.2.3.  any limit upon the aggregate  principal  amount of the
Securities of the Series which may be  authenticated  and  delivered  under this
Indenture  (except for Securities  authenticated and delivered upon registration
of transfer  of, or in  exchange  for, or in lieu of,  other  Securities  of the
Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 9.6);

                  2.2.4.  the  date or  dates  on  which  the  principal  of the
Securities of the Series is payable;

                  2.2.5.  the rate or rates (which may be fixed or variable) per
annum  or,  if  applicable,  the  method  used to  determine  such rate or rates
(including,  but not limited to, any commodity,  commodity index, stock exchange
index or  financial  index) at which the  Securities  of the  Series  shall bear
interest,  if any,  the date or dates from which such  interest,  if any,  shall
accrue, the date or dates on which such interest,  if any, shall commence and be
payable and any regular  record date for the  interest  payable on any  interest
payment date;

                                       7


                  2.2.6.  the  place  or  places  where  the  principal  of  and
interest,  if any, on the  Securities  of the Series  shall be  payable,  or the
method of such payment, if by wire transfer, mail or other means;

                  2.2.7. if applicable,  the period or periods within which, the
price or prices at which and the terms and conditions  upon which the Securities
of the  Series  may be  redeemed,  in  whole or in part,  at the  option  of the
Company;

                  2.2.8.  the  obligation,  if any,  of the Company to redeem or
purchase the Securities of the Series  pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods within
which,  the price or prices at which  and the terms and  conditions  upon  which
Securities  of the Series shall be redeemed or  purchased,  in whole or in part,
pursuant to such obligation;

                  2.2.9.  the dates, if any, on which and the price or prices at
which the  Securities  of the Series will be  repurchased  by the Company at the
option of the Holders  thereof and other  detailed  terms and provisions of such
repurchase obligations;

                  2.2.10. if other than denominations of $1,000 and any integral
multiple thereof,  the denominations in which the Securities of the Series shall
be issuable;

                  2.2.11. the forms of the Securities of the Series in bearer or
fully registered form (and, if in fully registered form,  whether the Securities
will be issuable as Global Securities);

                  2.2.12.  if  other  than the  principal  amount  thereof,  the
portion of the  principal  amount of the  Securities of the Series that shall be
payable upon  declaration of  acceleration of the maturity  thereof  pursuant to
Section 6.2;

                  2.2.13.  the currency of denomination of the Securities of the
Series, which may be Dollars or any Foreign Currency, including, but not limited
to, the ECU, and if such currency of denomination is a composite  currency other
than the ECU, the agency or  organization,  if any,  responsible  for overseeing
such composite currency;

                  2.2.14.  the  designation  of  the  currency,   currencies  or
currency units in which payment of the principal of and interest, if any, on the
Securities of the Series will be made;

                  2.2.15.  if payments of principal  of or interest,  if any, on
the  Securities  of the  Series  are to be  made in one or  more  currencies  or
currency  units  other  than  that  or  those  in  which  such   Securities  are
denominated, the manner in which the exchange rate with respect to such payments
will be determined;

                  2.2.16.  the  manner  in  which  the  amounts  of  payment  of
principal  of or  interest,  if any,  on the  Securities  of the Series  will be
determined,  if such amounts may be determined by reference to an index based on
a currency or currencies or by reference to a commodity,  commodity index, stock
exchange index or financial index;

                                       8


                  2.2.17.  the  provisions,  if any,  relating  to any  security
provided for the Securities of the Series;

                  2.2.18.  any  addition  to or change in the  Events of Default
which applies to any Securities of the Series and any change in the right of the
Trustee or the  requisite  Holders of such  Securities  to declare the principal
amount thereof due and payable pursuant to Section 6.2;

                  2.2.19.  any addition to or change in the  covenants set forth
in Articles IV or V which applies to Securities of the Series;

                  2.2.20. any other terms of the Securities of the Series (which
terms shall not be inconsistent with the provisions of this Indenture, except as
permitted by Section  9.1, but which may modify or delete any  provision of this
Indenture insofar as it applies to such Series); and

                  2.2.21.  any depositories,  interest rate calculation  agents,
exchange rate  calculation  agents or other agents with respect to Securities of
such Series if other than those appointed herein.

                  All  Securities  of any one  Series  need not be issued at the
same time and may be issued from time to time, consistent with the terms of this
Indenture,  if so provided by or pursuant to the Board Resolution,  supplemental
indenture  or  Officers'  Certificate  referred  to  above,  and the  authorized
principal  amount of any Series may not be increased to provide for issuances of
additional  Securities of such Series,  unless otherwise  provided in such Board
Resolution, supplemental indenture or Officers' Certificate.

         Section 2.3. Execution and Authentication.

                  Two  Officers  shall sign the  Securities  for the  Company by
manual or  facsimile  signature.  An  Officer of each  Guarantor  shall sign the
Subsidiary Guarantee for the Guarantor by manual or facsimile signature.

                  If an Officer  whose  signature is on a Security or Subsidiary
Guarantee no longer holds that office at the time the Security is authenticated,
the Security or Subsidiary Guarantee shall nevertheless be valid.

                  A  Security  shall  not be valid  until  authenticated  by the
manual signature of the Trustee or an authenticating  agent. The signature shall
be  conclusive  evidence  that the  Security has been  authenticated  under this
Indenture.

                  The  Trustee  shall  at any  time,  and  from  time  to  time,
authenticate  Securities for original issue in the principal  amount provided in
the Board Resolution,  supplemental  indenture hereto or Officers'  Certificate,
upon receipt by the Trustee of a Company Order. Such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly  confirmed  in writing.  Each  Security  shall be dated the date of its
authentication  unless otherwise provided by a Board Resolution,  a supplemental
indenture hereto or an Officers' Certificate.

                                       9


                  The  aggregate  principal  amount of  Securities of any Series
outstanding  at any time may not  exceed any limit  upon the  maximum  principal
amount for such Series set forth in the Board Resolution, supplemental indenture
hereto or Officers'  Certificate  delivered  pursuant to Section 2.2,  except as
provided in Section 2.8.

                  Prior to the issuance of Securities of any Series, the Trustee
shall have  received and  (subject to Section  7.2) shall be fully  protected in
relying on: (a) the Board Resolution, supplemental indenture hereto or Officers'
Certificate  establishing  the  form  of the  Securities  of that  Series  or of
Securities  within that Series and the terms of the Securities of that Series or
of Securities within that Series,  (b) an Officers'  Certificate  complying with
Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4.

                  The  Trustee  shall have the right to decline to  authenticate
and deliver any Securities of such Series: (a) if the Trustee,  being advised by
counsel,  determines  that such action may not lawfully be taken;  or (b) if the
Trustee in good faith by its board of directors or trustees, executive committee
or a trust committee of directors  and/or  vice-presidents  shall determine that
such action  would  expose the Trustee to personal  liability  to Holders of any
then outstanding Series of Securities.

                  The Trustee may appoint an authenticating  agent acceptable to
the Company to authenticate Securities. An authenticating agent may authenticate
Securities  whenever the Trustee may do so. Each  reference in this Indenture to
authentication  by  the  Trustee  includes  authentication  by  such  agent.  An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate.

         Section 2.4. Registrar and Paying Agent.

                  The Company  shall  maintain,  with  respect to each Series of
Securities,  at the  place or  places  specified  with  respect  to such  Series
pursuant to Section 2.2, an office or agency where Securities of such Series may
be presented or surrendered for payment  ("Paying  Agent"),  where Securities of
such  Series  may be  surrendered  for  registration  of  transfer  or  exchange
("Registrar") and where notices and demands to or upon the Company in respect of
the  Securities  of such  Series  and this  Indenture  may be  served  ("Service
Agent").  The  Registrar  shall keep a register  with  respect to each Series of
Securities  and to their  transfer  and  exchange.  The Company will give prompt
written  notice to the  Trustee of the name and  address,  and any change in the
name or address,  of each  Registrar,  Paying Agent or Service Agent.  If at any
time the Company  shall fail to maintain  any such  required  Registrar,  Paying
Agent or Service  Agent or shall fail to furnish the  Trustee  with the name and
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate  Trust Office of the Trustee,  and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

                  The Company may also from time to time  designate  one or more
co-registrars,  additional  paying agents or additional  service  agents and may
from time to time rescind such  designations;  provided,  however,  that no such
designation  or  rescission  shall in any  manner  relieve  the  Company  of its
obligations  to maintain a  Registrar,  Paying  Agent and Service  Agent in each
place so specified pursuant to Section 2.2 for Securities of any Series for such
purposes.

                                       10


The  Company  will  give  prompt  written  notice  to the  Trustee  of any  such
designation  or rescission  and of any change in the name or address of any such
co-registrar,  additional  paying agent or additional  service  agent.  The term
"Registrar"  includes any  co-registrar;  the term "Paying  Agent"  includes any
additional  paying agent;  and the term "Service  Agent" includes any additional
service agent.

                  The Company hereby appoints the Trustee the initial Registrar,
Paying Agent and Service Agent for each Series unless another Registrar,  Paying
Agent or  Service  Agent,  as the case may be,  is  appointed  prior to the time
Securities of that Series are first issued.

         Section 2.5. Paying Agent to Hold Money in Trust.

                  The Company  shall  require  each Paying  Agent other than the
Trustee to agree in writing  that the Paying  Agent will hold in trust,  for the
benefit of  Securityholders  of any Series of  Securities,  or the Trustee,  all
money held by the Paying  Agent for the payment of  principal  of or interest on
the Series of  Securities,  and will  notify the  Trustee of any  default by the
Company or the  Guarantors  in making any such  payment.  While any such default
continues, the Trustee may require a Paying Agent to pay all money held by it to
the Trustee. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee.  Upon  payment over to the Trustee,  the Paying Agent
(if other than the Company or a Subsidiary)  shall have no further liability for
the  money.  If the  Company  or a  Subsidiary  acts as Paying  Agent,  it shall
segregate and hold in a separate  trust fund for the benefit of  Securityholders
of any Series of Securities all money held by it as Paying Agent.

         Section 2.6. Securityholder Lists.

                  The  Trustee  shall  preserve  in  as  current  a  form  as is
reasonably  practicable  the most recent list  available  to it of the names and
addresses of  Securityholders  of each Series of Securities and shall  otherwise
comply with TIA ss.  312(a).  If the Trustee is not the  Registrar,  the Company
shall furnish to the Trustee at least ten days before each interest payment date
and at such other times as the  Trustee  may request in writing a list,  in such
form and as of such date as the Trustee may reasonably require, of the names and
addresses of Securityholders of each Series of Securities.

         Section 2.7. Transfer and Exchange.

                  Where Securities of a Series are presented to the Registrar or
a co-registrar  with a request to register a transfer or to exchange them for an
equal  principal  amount of Securities of the same Series,  the Registrar  shall
register  the  transfer  or make  the  exchange  if its  requirements  for  such
transactions are met. To permit  registrations  of transfers and exchanges,  the
Trustee shall  authenticate  Securities at the Registrar's  request.  No service
charge  shall be made for any  registration  of transfer or exchange  (except as
otherwise expressly permitted herein),  but the Company may require payment of a
sum sufficient to cover any transfer tax or similar  governmental charge payable
in  connection   therewith   (other  than  any  such  transfer  tax  or  similar
governmental  charge  payable upon  exchanges  pursuant to Sections 2.11, 3.6 or
9.6).

                                       11


                  Neither the Company nor the Registrar shall be required (a) to
issue,  register the transfer of, or exchange  Securities  of any Series for the
period beginning at the opening of business  fifteen days immediately  preceding
the mailing of a notice of redemption of Securities of that Series  selected for
redemption  and ending at the close of business on the day of such  mailing,  or
(b) to register the transfer of or exchange  Securities of any Series  selected,
called or being called for  redemption as a whole or the portion being  redeemed
of any such Securities selected, called or being called for redemption in part.

         Section 2.8. Mutilated, Destroyed, Lost and Stolen Securities.

                  If any mutilated  Security is surrendered to the Trustee,  the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new  Security  of the same  Series  and of like  tenor and  principal
amount and bearing a number not contemporaneously outstanding.

                  If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such  security or  indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such  Security has been  acquired by a bona fide
purchaser,  the Company  shall  execute  and upon its request the Trustee  shall
authenticate  and make  available for delivery,  in lieu of any such  destroyed,
lost or stolen Security, a new Security of the same Series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

                  In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable,  the Company in its discretion
may, instead of issuing a new Security, pay such Security.

                  Upon the issuance of any new Security under this Section,  the
Company may require  the payment of a sum  sufficient  to cover any tax or other
governmental  charge  that may be  imposed  in  relation  thereto  and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

                  Every new  Security  of any  Series  issued  pursuant  to this
Section in lieu of any destroyed,  lost or stolen  Security shall  constitute an
original additional  contractual  obligation of the Company,  whether or not the
destroyed,  lost or stolen Security shall be at any time  enforceable by anyone,
and  shall  be  entitled  to all the  benefits  of this  Indenture  equally  and
proportionately  with any and all other  Securities  of that  Series duly issued
hereunder.

                  The  provisions  of  this  Section  are  exclusive  and  shall
preclude (to the extent  lawful) all other  rights and remedies  with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.

         Section 2.9. Outstanding Securities.

                  The Securities  outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for  cancellation,  those  reductions  in

                                       12


the interest on a Global Security effected by the Trustee in accordance with the
provisions hereof and those described in this Section as not outstanding.

                  If a Security is replaced  pursuant to Section  2.8, it ceases
to be outstanding  until the Trustee receives proof  satisfactory to it that the
replaced Security is held by a bona fide purchaser.

                  If the Paying Agent (other than the Company,  a Subsidiary  or
an  Affiliate of any thereof)  holds on the Maturity of  Securities  of a Series
money sufficient to pay such Securities  payable on that date, then on and after
that date such  Securities of the Series cease to be outstanding and interest on
them ceases to accrue.

                  A  Security  does not  cease  to be  outstanding  because  the
Company or an Affiliate holds the Security.

                  In determining  whether the Holders of the requisite principal
amount of outstanding Securities have given any request, demand,  authorization,
direction,  notice,  consent  or waiver  hereunder,  the  principal  amount of a
Discount Security that shall be deemed to be outstanding for such purposes shall
be the amount of the  principal  thereof that would be due and payable as of the
date of such  determination  upon a declaration of  acceleration of the Maturity
thereof pursuant to Section 6.2.

         Section 2.10. Treasury Securities.

                  In determining  whether the Holders of the required  principal
amount  of  Securities  of a  Series  have  concurred  in any  request,  demand,
authorization, direction, notice, consent or waiver Securities of a Series owned
by the  Company  or an  Affiliate  shall  be  disregarded,  except  that for the
purposes of determining whether the Trustee shall be protected in relying on any
such request, demand,  authorization,  direction, notice, consent or waiver only
Securities  of a  Series  that  the  Trustee  knows  are so  owned  shall  be so
disregarded.

         Section 2.11. Temporary Securities.

                  Until  definitive  Securities  are  ready  for  delivery,  the
Company may prepare and the Trustee shall authenticate temporary Securities upon
a Company Order.  Temporary  Securities  shall be  substantially  in the form of
definitive  Securities  but may  have  variations  that  the  Company  considers
appropriate for temporary  Securities.  Without  unreasonable delay, the Company
shall  prepare  and the  Trustee  upon  request  shall  authenticate  definitive
Securities  of the same Series and date of maturity  in exchange  for  temporary
Securities. Until so exchanged,  temporary securities shall have the same rights
under this Indenture as the definitive Securities.

                                       13


         Section 2.12. Cancellation.

                  The Company at any time may deliver  Securities to the Trustee
for  cancellation.  The  Registrar  and the Paying  Agent  shall  forward to the
Trustee  any  Securities  surrendered  to them  for  registration  of  transfer,
exchange or payment.  The Trustee shall cancel all  Securities  surrendered  for
transfer,  exchange, payment, replacement or cancellation and shall destroy such
canceled Securities (subject to the record retention requirement of the Exchange
Act) and deliver a certificate of such  destruction  to the Company,  unless the
Company otherwise  directs.  The Company may not issue new Securities to replace
Securities that it has paid or delivered to the Trustee for cancellation.

         Section 2.13. Defaulted Interest.

                  If the  Company  and the  Guarantors  default  in a payment of
interest  on Series of  Securities,  the Company or any such  Guarantor  (to the
extent  of its  obligations  under  its  Subsidiary  Guarantee)  shall  pay  the
defaulted  interest in any lawful  manner plus, to the extent  lawful,  interest
payable on the defaulted interest, to the persons who are Securityholders of the
Series on a subsequent  special record date, which date shall be at the earliest
practicable  date but in all  events at least  five  Business  Days prior to the
payment  date.  The  Company  shall fix or cause to be fixed  each such  special
record date and payment date, and shall, promptly thereafter, notify the Trustee
of any such date. At least 15 days before the special  record date,  the Company
(or the Trustee, in the name of and at the expense of the Company) shall mail to
Securityholders  of the Series a notice that states the special record date, the
related payment date and the amount of such interest to be paid. The Company and
the Guarantors may pay defaulted interest in any other lawful manner.

         Section 2.14. Record Date.

                  The record date for  purposes of  determining  the identity of
Securityholders  of the Series entitled to vote or consent to any action by vote
or consent  authorized or permitted  under this Indenture shall be determined as
provided for in TIA ss. 316(c).

         Section 2.15. Global Securities.

                  2.15.1.   Terms  of   Securities.   A  Board   Resolution,   a
supplemental  indenture  hereto  or an  Officers'  Certificate  shall  establish
whether the  Securities  of a Series  shall be issued in whole or in part in the
form  of one or more  Global  Securities  and the  Depository  for  such  Global
Security or Securities.

                  2.15.2. Transfer and Exchange.  Notwithstanding any provisions
to the  contrary  contained  in Section  2.7 of the  Indenture  and in  addition
thereto,  any Global Security shall be  exchangeable  pursuant to Section 2.7 of
the Indenture for  Securities  registered in the names of Holders other than the
Depository for such Security or its nominee only if (i) such Depository notifies
the Company that it is unwilling  or unable to continue as  Depository  for such
Global Security or if at any time such Depository ceases to be a clearing agency
registered  under the Exchange  Act,  and, in either case,  the Company fails to
appoint a successor  Depository  within 90 days of such event,  (ii) the Company
executes and delivers to the Trustee an Officers'

                                       14


Certificate to the effect that such Global  Security shall be so exchangeable or
(iii) an Event of Default with  respect to the  Securities  represented  by such
Global Security shall have happened and be continuing.  Any Global Security that
is exchangeable  pursuant to the preceding  sentence shall be  exchangeable  for
Securities registered in such names as the Depository shall direct in writing in
an  aggregate  principal  amount  equal to the  principal  amount of the  Global
Security with like tenor and terms.

                  Except as provided in this Section  2.14.2,  a Global Security
may not be transferred  except as a whole by the Depository with respect to such
Global Security to a nominee of such Depository, by a nominee of such Depository
to such Depository or another nominee of such Depository or by the Depository or
any such  nominee to a  successor  Depository  or a nominee of such a  successor
Depository.

                  2.15.3.  Legend.  Any Global Security  issued  hereunder shall
bear a legend in substantially the following form:

                  "This Security is a Global  Security within the meaning of the
Indenture  hereinafter  referred  to  and  is  registered  in  the  name  of the
Depository or a nominee of the  Depository.  This Security is  exchangeable  for
Securities  registered in the name of a person other than the  Depository or its
nominee only in the limited  circumstances  described in the Indenture,  and may
not be  transferred  except as a whole by the  Depository  to a  nominee  of the
Depository,  by a nominee of the Depository to the Depository or another nominee
of the  Depository  or by the  Depository  or any such  nominee  to a  successor
Depository or a nominee of such a successor Depository."

                  2.15.4.  Acts of Holders.  The  Depository,  as a Holder,  may
appoint agents and otherwise authorize participants to give or take any request,
demand, authorization,  direction, notice, consent, waiver or other action which
a Holder is entitled to give or take under the Indenture.

                  2.15.5. Payments. Notwithstanding the other provisions of this
Indenture, unless otherwise specified as contemplated by Section 2.2, payment of
the principal of and interest,  if any, on any Global  Security shall be made to
the Holder thereof.

                  2.15.6.  Consents,   Declaration  and  Directions.  Except  as
provided in Section 2.14.5, the Company, the Trustee and any Agent shall treat a
person as the Holder of such principal amount of outstanding  Securities of such
Series  represented  by a Global  Security  as shall be  specified  in a written
statement of the Depository with respect to such Global  Security,  for purposes
of obtaining any consents,  declarations,  waivers or directions  required to be
given by the Holders pursuant to this Indenture.

         Section 2.16. CUSIP Numbers.

                  The Company in issuing the Securities may use "CUSIP"  numbers
(if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no  representation  is made as to the correctness of such numbers
either  as  printed  on  the  Securities  or as  contained  in any

                                       15


notice  of a  redemption  and that  reliance  may be  placed  only on the  other
elements of  identification  printed on the Securities,  and any such redemption
shall not be affected by any defect in or omission of such numbers.

                                  ARTICLE III.
                                   REDEMPTION

         Section 3.1. Notice to Trustee.

                  The Company  may,  with  respect to any Series of  Securities,
reserve the right to redeem and pay the Series of  Securities or may covenant to
redeem and pay the Series of  Securities or any part thereof prior to the Stated
Maturity  thereof  at  such  time  and on such  terms  as  provided  for in such
Securities.  If a Series of Securities is redeemable and the Company wants or is
obligated  to redeem  prior to the Stated  Maturity  thereof  all or part of the
Series of Securities  pursuant to the terms of such Securities,  it shall notify
the  Trustee  of the  redemption  date and the  principal  amount  of  Series of
Securities  to be redeemed.  The Company  shall give the notice at least 45 days
before the  redemption  date (or such shorter notice as may be acceptable to the
Trustee).

         Section 3.2. Selection of Securities to be Redeemed.

                  Unless otherwise  indicated for a particular Series by a Board
Resolution,  a supplemental indenture or an Officers' Certificate,  if less than
all the Securities of a Series are to be redeemed,  the Trustee shall select the
Securities  of the Series to be redeemed  in any manner  that the Trustee  deems
fair and  appropriate.  The Trustee shall make the selection from  Securities of
the Series  outstanding not previously  called for  redemption.  The Trustee may
select for redemption portions of the principal of Securities of the Series that
have denominations larger than $1,000.  Securities of the Series and portions of
them it selects  shall be in amounts of $1,000 or whole  multiples of $1,000 or,
with  respect  to  Securities  of any  Series  issuable  in other  denominations
pursuant to Section 2.2.10,  the minimum principal  denomination for each Series
and integral  multiples  thereof.  Provisions  of this  Indenture  that apply to
Securities  of a  Series  called  for  redemption  also  apply  to  portions  of
Securities of that Series called for redemption.

         Section 3.3. Notice of Redemption.

                  Unless  otherwise  indicated for a particular  Series by Board
Resolution,  a supplemental  indenture  hereto or an Officers'  Certificate,  at
least 30 days but not more than 60 days before a  redemption  date,  the Company
shall mail a notice of  redemption  by  first-class  mail to each  Holder  whose
Securities  are to be redeemed  and if any Bearer  Securities  are  outstanding,
publish on one occasion a notice in an Authorized Newspaper.

                  The notice shall  identify the  Securities of the Series to be
redeemed and shall state:

                  (a) the redemption date;

                  (b) the redemption price;

                                       16


                  (c) if any  Security of the Series  called for  redemption  is
         being  redeemed in part,  the portion of the  principal  amount of such
         Security  to be  redeemed  and  that,  after the  redemption  date upon
         surrender of such  Security,  a new Security or Securities in principal
         amount  equal  to  the   unredeemed   portion   shall  be  issued  upon
         cancellation of the original Security;

                  (d) the name and address of the Paying Agent;

                  (e) that  Securities of the Series called for redemption  must
         be surrendered to the Paying Agent to collect the redemption price;

                  (f) that  interest  on  Securities  of the  Series  called for
         redemption ceases to accrue on and after the redemption date; and

                  (g) any other  information  as may be required by the terms of
         the particular Series or the Securities of a Series being redeemed.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense.

         Section 3.4. Effect of Notice of Redemption.

                  Once notice of  redemption  is mailed or published as provided
in Section 3.3,  Securities  of a Series  called for  redemption  become due and
payable  on the  redemption  date  and at the  redemption  price.  A  notice  of
redemption  may not be  conditional.  Upon  surrender to the Paying Agent,  such
Securities  shall be paid at the redemption  price plus accrued  interest to the
redemption date.

         Section 3.5. Deposit of Redemption Price.

                  On or before the  redemption  date,  the Company shall deposit
with the  Paying  Agent  money  sufficient  to pay the  redemption  price of and
accrued interest, if any, on all Securities to be redeemed on that date.

         Section 3.6. Securities Redeemed in Part.

                  Upon  surrender  of a Security  that is redeemed in part,  the
Trustee shall  authenticate for the Holder a new Security of the same Series and
the same maturity  equal in principal  amount to the  unredeemed  portion of the
Security surrendered.

                                       17


                                  ARTICLE IV.
                                    COVENANTS

         Section 4.1. Payment of Principal and Interest.

                  The  Company  covenants  and  agrees  for the  benefit  of the
Holders of each Series of Securities  that it will duly and  punctually  pay the
principal  of and  interest,  if  any,  on the  Securities  of  that  Series  in
accordance with the terms of such Securities and this Indenture.

         Section 4.2. SEC Reports.

                  4.2.1. The Company shall deliver to the Trustee within 15 days
         after it files them with the SEC copies of the  annual  reports  and of
         the  information,  documents,  and  other  reports  (or  copies of such
         portions  of  any  of  the  foregoing  as the  SEC  may  by  rules  and
         regulations  prescribe)  which the Company is required to file with the
         SEC  pursuant to Section 13 or 15(d) of the  Exchange  Act. The Company
         also  shall  comply  with  the  other  provisions  of TIA  ss.  314(a).
         Notwithstanding  anything to the contrary contained herein, the Trustee
         shall have no duty to review such documents for purposes of determining
         compliance  with any  provisions  of this  Indenture.  Delivery of such
         reports,  information and documents to the Trustee is for informational
         purposes  only and the Trustee's  receipt of such shall not  constitute
         constructive   notice  of  any   information   contained   therein   or
         determinable  from  information   contained   therein,   including  the
         Company's  compliance with any of its covenants  hereunder (as to which
         the Trustee is entitled to rely exclusively on Officers' Certificates).

         Section 4.3. Compliance Certificate.

                  The Company shall deliver to the Trustee, within 90 days after
the end of each fiscal year of the  Company,  an Officers'  Certificate  stating
that a review of the activities of the Company and its  Subsidiaries  during the
preceding  fiscal  year has been  made  under  the  supervision  of the  signing
Officers  with a view to  determining  whether the  Company has kept,  observed,
performed  and  fulfilled  its  obligations  under this  Indenture,  and further
stating,  as to each such Officer signing such certificate,  that to the best of
his knowledge the Company has kept,  observed,  performed and fulfilled each and
every  covenant  contained  in  this  Indenture  and is not  in  default  in the
performance or observance of any of the terms,  provisions and conditions hereof
(or, if a Default or Event of Default shall have  occurred,  describing all such
Defaults or Events of Default of which he may have knowledge).

                  The  Company  will,  so  long  as any of  the  Securities  are
outstanding,  deliver to the Trustee,  forthwith upon any Officer becoming aware
of any Default or Event of Default,  an Officers'  Certificate  specifying  such
Default or Event of Default and what action the Company is taking or proposes to
take with respect thereto.

         Section 4.4. Stay, Extension and Usury Laws.

                  The Company  covenants  (to the extent that it may lawfully do
so) that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the  benefit or  advantage  of, any stay,  extension  or usury law
wherever  enacted,  now or at any time hereafter in

                                       18


force,  which may affect the covenants or the  performance  of this Indenture or
the  Securities;  and the Company  (to the extent it may  lawfully do so) hereby
expressly  waives all benefit or advantage of any such law and covenants that it
will not, by resort to any such law,  hinder,  delay or impede the  execution of
any power  herein  granted  to the  Trustee,  but will  suffer  and  permit  the
execution of every such power as though no such law has been enacted.

         Section 4.5. Corporate Existence.

                  Subject to Article V, the Company  will do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence and the corporate,  partnership or other existence of each Significant
Subsidiary in accordance  with the respective  organizational  documents of each
Significant  Subsidiary  and the rights  (charter and  statutory),  licenses and
franchises of the Company and its Significant Subsidiaries;  provided,  however,
that the Company  shall not be required to preserve  any such right,  license or
franchise,  or the corporate,  partnership or other existence of any Significant
Subsidiary,  if an Officer shall determine that the  preservation  thereof is no
longer  desirable  in  the  conduct  of the  business  of the  Company  and  its
Subsidiaries  taken as a whole and that the loss  thereof is not  adverse in any
material respect to the Holders.

         Section 4.6. Taxes.

                  The Company  shall,  and shall  cause each of its  Significant
Subsidiaries  to, pay prior to delinquency all material  taxes,  assessments and
governmental  levies,  except (i) as contested in good faith and by  appropriate
proceedings  or (ii) the  nonpayment  of which  would not  materially  adversely
affect the business, condition (financial or otherwise), operations, performance
or properties of the Company and its Subsidiaries, taken as a whole.

                                   ARTICLE V.
                                   SUCCESSORS

         Section 5.1. When Company May Merge, Etc.

                  The  Company  shall not  consolidate  with or merge  into,  or
convey,  transfer or lease all or substantially all of its properties and assets
to, any person (a "successor person"), unless:

                  (a)  the   successor   person  (if  any)  is  a   corporation,
         partnership, trust or other entity organized and validly existing under
         the laws of any U.S.  domestic  jurisdiction and expressly  assumes the
         Company's  obligations  on the  Securities  and  under  this  Indenture
         pursuant to a supplemental  indenture in form reasonably  acceptable to
         the Trustee and

                  (b)  immediately  after giving effect to the  transaction,  no
         Default or Event of Default, shall have occurred and be continuing.

                  The  Company  shall  deliver  to  the  Trustee  prior  to  the
consummation  of  the  proposed  transaction  an  Officers'  Certificate  to the
foregoing effect and an Opinion of Counsel

                                       19


stating that the proposed  transaction and such  supplemental  indenture  comply
with this Indenture.

         Section 5.2. Successor Corporation Substituted.

                  Upon  any   consolidation  or  merger,  or  any  sale,  lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.1, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
lease,  conveyance  or  other  disposition  is made  shall  succeed  to,  and be
substituted  for, and may exercise  every right and power of, the Company  under
this Indenture  with the same effect as if such successor  person has been named
as the Company herein;  provided,  however,  that the predecessor Company in the
case of a sale,  lease,  conveyance or other  disposition  shall not be released
from  the  obligation  to pay the  principal  of and  interest,  if any,  on the
Securities,  except in the case of a sale of all the Company's assets that meets
the requirements of Section 5.1.

                                  ARTICLE VI.
                              DEFAULTS AND REMEDIES

         Section 6.1. Events of Default.

                  "Event of  Default,"  wherever  used  herein  with  respect to
Securities of any Series,  means any one of the following events,  unless in the
establishing Board Resolution,  supplemental indenture or Officers' Certificate,
it is  provided  that such  Series  shall not have the  benefit of said Event of
Default:

                  (a) default in the payment of any  interest on any Security of
         that Series when it becomes due and payable,  and  continuance  of such
         default  for a period  of 30 days  (unless  the  entire  amount of such
         payment is  deposited  by the Company with the Trustee or with a Paying
         Agent prior to the expiration of such period of 30 days); or

                  (b) default in the payment of the principal of any Security of
         that Series at its Maturity; or

                  (c) default in the deposit of any sinking fund  payment,  when
         and as due in respect of any Security of that Series; or

                  (d) default in the  performance  or breach of any  covenant or
         warranty  of the  Company in this  Indenture  (other than a covenant or
         warranty  that has  been  included  in this  Indenture  solely  for the
         benefit of Series of Securities other than that Series),  which default
         continues  uncured  for a period of 60 days after there has been given,
         by  registered  or certified  mail, to the Company by the Trustee or to
         the Company and the Trustee by the Holders of at least 25% in principal
         amount of the  outstanding  Securities of that Series a written  notice
         specifying  such default or breach and  requiring it to be remedied and
         stating that such notice is a "Notice of Default" hereunder; or

                                       20


                  (e) a  default  under  any Debt of the  Company  (including  a
         default  with  respect  to  Securities  of any  Series  other than that
         Series)  or any  Subsidiary,  whether  such  Debt now  exists  or shall
         hereafter be created,  if (A) such default  results from the failure to
         pay any such Debt when it becomes due, (B) the principal amount of such
         Debt,  together  with the  principal  amount of any other  such Debt in
         default for failure to pay  principal at stated  final  maturity or the
         maturity of which has been so accelerated,  aggregates $____________ or
         more at any one time  outstanding,  and (C) such Debt is not discharged
         or such  acceleration is not rescinded or annulled within 10 days after
         written  notice to the Company by the holder or holders of such Debt in
         the manner provided for in the applicable debt instrument; or

                  (f)  the  Company  or  any  of  its  Significant  Subsidiaries
         pursuant to or within the meaning of any Bankruptcy Law:

                           (i) commences a voluntary case,

                           (ii)  consents  to the entry of an order  for  relief
                  against it in an involuntary case,

                           (iii)  consents to the  appointment of a Custodian of
                  it or for all or substantially all of its property,

                           (iv) makes a general  assignment  for the  benefit of
                  its creditors, or

                           (v) admits in writing  that it generally is unable to
                  pay its debts as the same become due; or

                  (g) a court  of  competent  jurisdiction  enters  an  order or
         decree under any Bankruptcy Law that:

                           (i) is for relief  against  the Company or any of its
                  Significant Subsidiaries in an involuntary case,

                           (ii)  appoints a  Custodian  of the Company or any of
                  its Significant  Subsidiaries or for all or substantially  all
                  of its property, or

                           (iii) orders the liquidation of the Company or any of
                  its Significant Subsidiaries,  and the order or decree remains
                  unstayed and in effect for 60 days; or

                  (h) any  other  Event of  Default  provided  with  respect  to
         Securities of that Series, which is specified in a Board Resolution,  a
         supplemental   indenture  hereto  or  an  Officers'   Certificate,   in
         accordance with Section 2.2.18.

                  The term  "Bankruptcy  Law" means title 11,  U.S.  Code or any
similar  Federal or State law for the relief of  debtors.  The term  "Custodian"
means any receiver, trustee, assignee,  liquidator or similar official under any
Bankruptcy Law.

                                       21


         Section 6.2. Acceleration of Maturity; Rescission and Annulment.

                  If an Event of  Default  with  respect  to  Securities  of any
Series at the time outstanding  occurs and is continuing (other than an Event of
Default  referred  to in  Section  6.1(f)  or (g))  then in every  such case the
Trustee  or the  Holders  of  not  less  than  25% in  principal  amount  of the
outstanding  Securities of that Series may declare the principal  amount (or, if
any  Securities  of that Series are  Discount  Securities,  such  portion of the
principal  amount as may be  specified in the terms of such  Securities)  of and
accrued and unpaid interest,  if any, on all of the Securities of that Series to
be due and payable  immediately,  by a notice in writing to the Company  (and to
the Trustee if given by Holders),  and upon any such  declaration such principal
amount (or  specified  amount) and accrued and unpaid  interest,  if any,  shall
become immediately due and payable.  If an Event of Default specified in Section
6.1(f) or (g) shall occur,  the principal  amount (or  specified  amount) of and
accrued and unpaid  interest,  if any, on all outstanding  Securities shall ipso
facto become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder.

                  At any time  after such a  declaration  of  acceleration  with
respect to any Series has been made and before a judgment  or decree for payment
of the money due has been obtained by the Trustee as hereinafter in this Article
provided,  the  Holders of a majority  in  principal  amount of the  outstanding
Securities of that Series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if:

                  (a) the Company has paid or  deposited  with the Trustee a sum
         sufficient to pay

                           (i) all overdue  interest,  if any, on all Securities
                  of that Series,

                           (ii) the  principal of any  Securities of that Series
                  which have become due otherwise  than by such  declaration  of
                  acceleration  and  interest  thereon  at  the  rate  or  rates
                  prescribed therefor in such Securities,

                           (iii) to the extent that payment of such  interest is
                  lawful,  interest  upon  any  overdue  principal  and  overdue
                  interest  at the rate or  rates  prescribed  therefor  in such
                  Securities, and

                           (iv)  all  sums  paid  or  advanced  by  the  Trustee
                  hereunder   and   the   reasonable   compensation,   expenses,
                  disbursements  and  advances  of the  Trustee,  its agents and
                  counsel; and

                  (b) all Events of Default with respect to  Securities  of that
         Series,  other than the  non-payment  of the principal of Securities of
         that  Series  which  have  become  due  solely by such  declaration  of
         acceleration, have been cured or waived as provided in Section 6.13.

                  No such  rescission  shall  affect any  subsequent  Default or
impair any right consequent thereon.

                                       22


         Section 6.3.  Collection of  Indebtedness  and Suits for Enforcement by
Trustee.

                  The Company covenants that if

                  (a)  default  is made in the  payment of any  interest  on any
         Security  when such  interest  becomes due and payable and such default
         continues for a period of 30 days, or

                  (b)  default  is  made  in the  payment  of  principal  of any
         Security at the Maturity thereof, or

                  (c) default is made in the deposit of any sinking fund payment
         when and as due by the terms of a Security,

then, the Company will,  upon demand of the Trustee,  pay to it, for the benefit
of the Holders of such Securities, the whole amount then due and payable on such
Securities  for  principal  and interest and, to the extent that payment of such
interest shall be legally enforceable,  interest on any overdue principal or any
overdue interest,  at the rate or rates prescribed  therefor in such Securities,
and, in addition  thereto,  such further  amount as shall be sufficient to cover
the costs and expenses of  collection,  including the  reasonable  compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

                  If the Company fails to pay such amounts  forthwith  upon such
demand,  the Trustee,  in its own name and as trustee of an express  trust,  may
institute  a  judicial  proceeding  for the  collection  of the  sums so due and
unpaid,  may  prosecute  such  proceeding  to judgment  or final  decree and may
enforce the same against the Company or any other  obligor upon such  Securities
and collect the moneys  adjudged or deemed to be payable in the manner  provided
by law out of the  property  of the  Company  or any  other  obligor  upon  such
Securities, wherever situated.

                  If an Event of Default with respect to any  Securities  of any
Series occurs and is continuing,  the Trustee may in its  discretion  proceed to
protect and enforce  its rights and the rights of the Holders of  Securities  of
such Series by such appropriate  judicial  proceedings as the Trustee shall deem
most effectual to protect and enforce any such rights,  whether for the specific
enforcement  of any  covenant or  agreement  in this  Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

         Section 6.4. Trustee May File Proofs of Claim.

                  In  case  of the  pendency  of any  receivership,  insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial  proceeding relative to the Company or any other obligor upon the
Securities  or the  property  of the  Company or of such other  obligor or their
creditors,  the Trustee (irrespective of whether the principal of the Securities
shall  then be due  and  payable  as  therein  expressed  or by  declaration  or
otherwise and  irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue  principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

                                       23


                  (a) to file  and  prove  a  claim  for  the  whole  amount  of
         principal  and interest  owing and unpaid in respect of the  Securities
         and to file such  other  papers or  documents  as may be  necessary  or
         advisable  in order to have the claims of the  Trustee  (including  any
         claim for the  reasonable  compensation,  expenses,  disbursements  and
         advances of the  Trustee,  its agents and  counsel)  and of the Holders
         allowed in such judicial proceeding, and

                  (b) to  collect  and  receive  any  moneys  or other  property
         payable or deliverable on any such claims and to distribute the same,

and any custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator or
other similar official in any such judicial  proceeding is hereby  authorized by
each  Holder to make such  payments  to the  Trustee  and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation,  expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.7.

                  Nothing  herein  contained  shall be deemed to  authorize  the
Trustee  to  authorize  or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities  or the rights of any Holder  thereof or to authorize  the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

         Section  6.5.   Trustee  May  Enforce  Claims  Without   Possession  of
Securities.

                  All rights of action and claims  under this  Indenture  or the
Securities may be prosecuted and enforced by the Trustee  without the possession
of any of the  Securities or the production  thereof in any proceeding  relating
thereto,  and any such proceeding  instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after  provision  for the  payment  of the  reasonable  compensation,  expenses,
disbursements  and advances of the Trustee,  its agents and counsel,  be for the
ratable  benefit  of the  Holders  of the  Securities  in  respect of which such
judgment has been recovered.

         Section 6.6. Application of Money Collected.

                  Any money  collected  by the Trustee  pursuant to this Article
shall be  applied  in the  following  order,  at the date or dates  fixed by the
Trustee and, in case of the  distribution  of such money on account of principal
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

                  First:  To the payment of all  amounts  due the Trustee  under
Section 7.7; and

                  Second:  To the payment of the amounts then due and unpaid for
principal  of and  interest  on the  Securities  in  respect of which or for the
benefit of which such money has been collected,  ratably,  without preference or
priority  of any  kind,  according  to the  amounts  due  and  payable  on  such
Securities for principal and interest, respectively; and

                                       24


                  Third: To the Company.

         Section 6.7. Limitation on Suits.

                  No Holder of any  Security of any Series  shall have any right
to  institute  any  proceeding,  judicial  or  otherwise,  with  respect to this
Indenture,  or for the  appointment  of a receiver or trustee,  or for any other
remedy hereunder, unless

                  (a) such Holder has  previously  given  written  notice to the
         Trustee of a continuing Event of Default with respect to the Securities
         of that Series;

                  (b) the  Holders of not less than 25% in  principal  amount of
         the  outstanding  Securities  of that  Series  shall have made  written
         request to the  Trustee  to  institute  proceedings  in respect of such
         Event of Default in its own name as Trustee hereunder;

                  (c)  such  Holder  or  Holders  have  offered  to the  Trustee
         reasonable indemnity against the costs,  expenses and liabilities to be
         incurred in compliance with such request;

                  (d) the Trustee for 60 days after its receipt of such  notice,
         request  and  offer of  indemnity  has  failed  to  institute  any such
         proceeding; and

                  (e) no direction  inconsistent  with such written  request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority in  principal  amount of the  outstanding  Securities  of that
         Series;

it being  understood and intended that no one or more of such Holders shall have
any right in any manner  whatever by virtue of, or by availing of, any provision
of this  Indenture to affect,  disturb or  prejudice  the rights of any other of
such Holders,  or to obtain or to seek to obtain priority or preference over any
other of such  Holders or to enforce any right under this  Indenture,  except in
the manner  herein  provided  and for the equal and ratable  benefit of all such
Holders.

         Section 6.8.  Unconditional  Right of Holders to Receive  Principal and
Interest.

                  Notwithstanding  any other  provision in this  Indenture,  the
Holder  of  any   Security   shall  have  the  right,   which  is  absolute  and
unconditional,  to receive payment of the principal of and interest,  if any, on
such  Security on the Stated  Maturity or Stated  Maturities  expressed  in such
Security  (or,  in the  case  of  redemption,  on the  redemption  date)  and to
institute suit for the  enforcement  of any such payment,  and such rights shall
not be impaired without the consent of such Holder.

         Section 6.9. Restoration of Rights and Remedies.

                  If the Trustee or any Holder has  instituted any proceeding to
enforce any right or remedy under this  Indenture and such  proceeding  has been
discontinued or abandoned for any reason,  or has been  determined  adversely to
the  Trustee or to such  Holder,  then and in every  such  case,  subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored  severally and respectively to their former positions  hereunder and
thereafter all

                                       25


rights and remedies of the Trustee and the Holders  shall  continue as though no
such proceeding had been instituted.

         Section 6.10. Rights and Remedies Cumulative.

                  Except as otherwise  provided with respect to the  replacement
or payment of mutilated, destroyed, lost or stolen Securities in Section 2.8, no
right or remedy  herein  conferred  upon or  reserved  to the  Trustee or to the
Holders is intended  to be  exclusive  of any other  right or remedy,  and every
right and remedy shall,  to the extent  permitted by law, be  cumulative  and in
addition to every other right and remedy  given  hereunder  or now or  hereafter
existing at law or in equity or  otherwise.  The  assertion or employment of any
right or remedy  hereunder,  or  otherwise,  shall not  prevent  the  concurrent
assertion or employment of any other appropriate right or remedy.

         Section 6.11. Delay or Omission Not Waiver.

                  No delay or  omission  of the  Trustee or of any Holder of any
Securities  to exercise any right or remedy  accruing  upon any Event of Default
shall  impair any such right or remedy or  constitute a waiver of any such Event
of Default or an  acquiescence  therein.  Every  right and remedy  given by this
Article or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.

         Section 6.12. Control by Holders.

                  The  Holders  of  a  majority  in  principal   amount  of  the
outstanding  Securities  of any Series  shall have the right to direct the time,
method and place of conducting any  proceeding  for any remedy  available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Securities of such Series, provided that

                  (a) such  direction  shall not be in conflict with any rule of
         law or with this Indenture,

                  (b) the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such direction, and

                  (c)  subject to the  provisions  of Section  6.1,  the Trustee
         shall have the right to decline  to follow  any such  direction  if the
         Trustee in good faith shall,  by a Responsible  Officer of the Trustee,
         determine  that the proceeding so directed would involve the Trustee in
         personal liability.

         Section 6.13. Waiver of Past Defaults.

                  The Holders of not less than a majority in principal amount of
the outstanding Securities of any Series may on behalf of the Holders of all the
Securities of such Series waive any past Default  hereunder with respect to such
Series and its consequences, except a Default in the payment of the principal of
or interest on any Security of such Series (provided,  however, that the Holders
of a majority in principal  amount of the  outstanding  Securities of any Series
may

                                       26


rescind an  acceleration  and its  consequences,  including any related  payment
default  that  resulted  from such  acceleration).  Upon any such  waiver,  such
Default shall cease to exist,  and any Event of Default arising  therefrom shall
be deemed to have been cured,  for every purpose of this Indenture;  but no such
waiver  shall  extend to any  subsequent  or other  Default  or impair any right
consequent thereon.

         Section 6.14. Undertaking for Costs.

                  All parties to this  Indenture  agree,  and each Holder of any
Security by his  acceptance  thereof  shall be deemed to have  agreed,  that any
court may in its  discretion  require,  in any suit for the  enforcement  of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action  taken,  suffered  or omitted by it as  Trustee,  the filing by any party
litigant in such suit of an  undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs,  including  reasonable
attorneys' fees,  against any party litigant in such suit,  having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Trustee,  to any suit instituted by any Holder, or group of Holders,  holding in
the aggregate more than 10% in principal amount of the outstanding Securities of
any Series,  or to any suit  instituted by any Holder for the enforcement of the
payment of the  principal  of or interest on any Security on or after the Stated
Maturity or Stated  Maturities  expressed in such  Security  (or, in the case of
redemption, on the redemption date).

                                  ARTICLE VII.
                                     TRUSTEE

         Section 7.1. Duties of Trustee.

                  (a) If an Event of Default has occurred and is continuing, the
         Trustee  shall  exercise  the rights  and  powers  vested in it by this
         Indenture  and use the same degree of care and skill in their  exercise
         as a prudent man would exercise or use under the  circumstances  in the
         conduct of his own affairs.

                  (b) Except during the continuance of an Event of Default:

                           (i) The Trustee  need  perform only those duties that
                  are specifically set forth in this Indenture and no others.

                           (ii) In the  absence  of bad faith on its  part,  the
                  Trustee  may  conclusively  rely,  as  to  the  truth  of  the
                  statements  and  the  correctness  of the  opinions  expressed
                  therein,  upon Officers'  Certificates  or Opinions of Counsel
                  furnished to the Trustee and conforming to the requirements of
                  this  Indenture;  however,  in the case of any such  Officers'
                  Certificates  or Opinions of Counsel  which by any  provisions
                  hereof  are  specifically  required  to be  furnished  to  the
                  Trustee, the Trustee shall examine such Officers' Certificates
                  and  Opinions  of  Counsel  to  determine  whether or not they
                  conform to the requirements of this Indenture.

                                       27


                  (c) The Trustee may not be relieved from liability for its own
         negligent  action,  its own negligent failure to act or its own willful
         misconduct, except that:

                           (i) This  paragraph  does not  limit  the  effect  of
                  paragraph (b) of this Section.

                           (ii) The Trustee shall not be liable for any error of
                  judgment made in good faith by a Responsible  Officer,  unless
                  it is proved that the Trustee was  negligent  in  ascertaining
                  the pertinent facts.

                           (iii) The Trustee shall not be liable with respect to
                  any action  taken,  suffered or omitted to be taken by it with
                  respect  to   Securities  of  any  Series  in  good  faith  in
                  accordance  with the direction of the Holders of a majority in
                  principal amount of the outstanding  Securities of such Series
                  relating  to the  time,  method  and place of  conducting  any
                  proceeding  for  any  remedy  available  to  the  Trustee,  or
                  exercising  any  trust or power  conferred  upon the  Trustee,
                  under this  Indenture  with respect to the  Securities of such
                  Series.

                  (d) Every  provision of this Indenture that in any way relates
         to the  Trustee  is  subject  to  paragraph  (a),  (b)  and (c) of this
         Section.

                  (e) The Trustee may refuse to perform any duty or exercise any
         right or power unless it receives indemnity  satisfactory to it against
         any loss, liability or expense.

                  (f) The Trustee  shall not be liable for interest on any money
         received  by it except as the  Trustee  may agree in  writing  with the
         Company. Money held in trust by the Trustee need not be segregated from
         other funds except to the extent required by law.

                  (g) No provision of this  Indenture  shall require the Trustee
         to risk its own funds or otherwise incur any financial liability in the
         performance  of any of its  duties,  or in the  exercise  of any of its
         rights or powers,  if it shall have  reasonable  grounds for  believing
         that repayment of such funds or adequate indemnity against such risk is
         not reasonably assured to it.

                  (h) The Paying Agent,  the  Registrar  and any  authenticating
         agent shall be entitled to the protections,  immunities and standard of
         care as are set forth in  paragraphs  (a),  (b) and (c) of this Section
         with respect to the Trustee.

         Section 7.2. Rights of Trustee.

                  (a) The Trustee may rely on and shall be  protected  in acting
         or  refraining  from  acting  upon any  document  believed  by it to be
         genuine and to have been signed or presented by the proper person.  The
         Trustee need not investigate any fact or matter stated in the document.

                  (b) Before the Trustee acts or refrains  from  acting,  it may
         require an Officers'  Certificate or an Opinion of Counsel. The Trustee
         shall  not be liable  for any  action it

                                       28


         takes or omits to take in good  faith  in  reliance  on such  Officers'
         Certificate or Opinion of Counsel.

                  (c) The  Trustee  may act  through  agents  and  shall  not be
         responsible  for the  misconduct or  negligence of any agent  appointed
         with due care.  No  Depository  shall be deemed an agent of the Trustee
         and the Trustee shall not be responsible for any act or omission by any
         Depository.

                  (d) The Trustee shall not be liable for any action it takes or
         omits to take in good  faith  which it  believes  to be  authorized  or
         within its rights or powers.

                  (e) The  Trustee may  consult  with  counsel and the advice of
         such  counsel  or any  Opinion of  Counsel  shall be full and  complete
         authorization  and protection in respect of any action taken,  suffered
         or omitted by it hereunder in good faith and in reliance thereon.

                  (f) The Trustee  shall be under no  obligation to exercise any
         of the rights or powers  vested in it by this  Indenture at the request
         or  direction of any of the Holders of  Securities  unless such Holders
         shall have  offered to the Trustee  reasonable  security  or  indemnity
         against the costs,  expenses and liabilities which might be incurred by
         it in compliance with such request or direction.

         Section 7.3. Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate  with the same rights it would have if it were not Trustee.  Any Agent
may do the same with like rights.  The Trustee is also subject to Sections  7.10
and 7.11.

         Section 7.4. Trustee's Disclaimer.

                  The  Trustee  makes no  representation  as to the  validity or
adequacy of this Indenture or the  Securities,  it shall not be accountable  for
the  Company's  use of the  proceeds  from the  Securities,  and it shall not be
responsible for any statement in the Securities other than its authentication.

         Section 7.5. Notice of Defaults.

                  If a Default or Event of Default occurs and is continuing with
respect to the  Securities  of any  Series  and if it is known to a  Responsible
Officer of the Trustee,  the Trustee  shall mail to each  Securityholder  of the
Securities of that Series and, if any Bearer Securities are outstanding, publish
on one  occasion  in an  Authorized  Newspaper,  notice of a Default or Event of
Default within 90 days after it occurs or, if later, after a Responsible Officer
of the Trustee has knowledge of such Default or Event of Default.  Except in the
case of a Default or Event of Default in payment of  principal of or interest on
any  Security of any Series,  the Trustee may withhold the notice if and so long
as its corporate trust  committee or a committee of its

                                       29


Responsible  Officers in good faith determines that withholding the notice is in
the interests of Securityholders of that Series.

         Section 7.6. Reports by Trustee to Holders.

                  Within 60 days after May 15 in each year,  the  Trustee  shall
transmit by mail to all Securityholders,  as their names and addresses appear on
the  register  kept  by  the  Registrar  and,  if  any  Bearer   Securities  are
outstanding, publish in an Authorized Newspaper, a brief report dated as of such
May 15, in accordance with, and to the extent required under, TIA ss. 313.

                  A  copy  of  each  report  at  the  time  of  its  mailing  to
Securityholders  of any  Series  shall  be filed  with  the SEC and  each  stock
exchange on which the  Securities  of that Series are listed.  The Company shall
promptly  notify the  Trustee  when  Securities  of any Series are listed on any
stock exchange.

         Section 7.7. Compensation and Indemnity.

                  The  Company  shall  pay to the  Trustee  from  time  to  time
reasonable  compensation for its services.  The Trustee's compensation shall not
be limited by any law on  compensation  of a trustee  of an express  trust.  The
Company   shall   reimburse   the  Trustee  upon  request  for  all   reasonable
out-of-pocket   expenses  incurred  by  it.  Such  expenses  shall  include  the
reasonable compensation and expenses of the Trustee's agents and counsel.

                  The Company shall indemnify the Trustee (including the cost of
defending  itself) against any loss,  liability or expense incurred by it except
as set forth in the next  paragraph in the  performance of its duties under this
Indenture as Trustee or Agent.  The Trustee shall notify the Company promptly of
any claim for which it may seek  indemnity.  The Company  shall defend the claim
and the Trustee  shall  cooperate in the defense.  The Trustee may have separate
counsel  and the  Company  shall pay the  reasonable  fees and  expenses of such
counsel.  The Company need not pay for any settlement  made without its consent,
which consent shall not be unreasonably  withheld.  This  indemnification  shall
apply to officers, directors, employees, shareholders and agents of the Trustee.

                  The  Company  need not  reimburse  any  expense  or  indemnify
against  any  loss or  liability  incurred  by the  Trustee  or by any  officer,
director,  employee,  shareholder or agent of the Trustee through  negligence or
bad faith.

                  To secure the Company's  payment  obligations in this Section,
the Trustee shall have a lien prior to the Securities of any Series on all money
or property  held or collected by the Trustee,  except that held in trust to pay
principal and interest on particular Securities of that Series.

                  When the Trustee incurs expenses or renders  services after an
Event of Default specified in Section 6.1(f) or (g) occurs, the expenses and the
compensation   for  the  services  are  intended  to   constitute   expenses  of
administration under any Bankruptcy Law.

                                       30


                  The  Trustee  shall  comply  with  the  provisions  of TIA ss.
313(b)(2) to the extent applicable.

         Section 7.8. Replacement of Trustee.

                  A resignation  or removal of the Trustee and  appointment of a
successor  Trustee  shall become  effective  only upon the  successor  Trustee's
acceptance of appointment as provided in this Section.

                  The Trustee may resign with respect to the  Securities  of one
or more  Series by so  notifying  the  Company.  The  Holders of a  majority  in
principal  amount of the  Securities  of any Series may remove the Trustee  with
respect to that Series by so notifying the Trustee and the Company.  The Company
may remove the Trustee with respect to Securities of one or more Series if:

                  (a) the Trustee fails to comply with Section 7.10;

                  (b) the Trustee is adjudged a bankrupt or an  insolvent  or an
         order for  relief is entered  with  respect  to the  Trustee  under any
         Bankruptcy Law;

                  (c) a Custodian or public  officer takes charge of the Trustee
         or its property; or

                  (d) the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee  for any  reason,  the Company  shall  promptly  appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the then outstanding Securities may
appoint a successor  Trustee to replace the successor  Trustee  appointed by the
Company.

                  If a successor  Trustee with respect to the  Securities of any
one or more  Series  does not take  office  within 60 days  after  the  retiring
Trustee resigns or is removed,  the retiring Trustee, the Company or the Holders
of at least 10% in principal  amount of the Securities of the applicable  Series
may  petition  any court of  competent  jurisdiction  for the  appointment  of a
successor Trustee.

                  If the Trustee  with respect to the  Securities  of any one or
more  Series  fails to comply  with  Section  7.10,  any  Securityholder  of the
applicable  Series,  who has been a Securityholder  for at least six months, may
petition any court of competent  jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

                  A successor Trustee shall deliver a written  acceptance of its
appointment to the retiring Trustee and to the Company.  Immediately after that,
the retiring  Trustee  shall  transfer all property held by it as Trustee to the
successor  Trustee  subject  to the  lien  provided  for  in  Section  7.7,  the
resignation or removal of the retiring Trustee shall become  effective,  and the
successor  Trustee  shall have all the rights,  powers and duties of the Trustee
with  respect  to each  Series of  Securities  for which it is acting as Trustee
under this Indenture.  A successor Trustee shall mail a notice of its succession
to each  Securityholder  of each such Series and, if any Bearer

                                       31


Securities are outstanding, publish such notice on one occasion in an Authorized
Newspaper.  Notwithstanding  replacement of the Trustee pursuant to this Section
7.8, the Company's  obligations  under Section 7.7 hereof shall continue for the
benefit of the  retiring  trustee  with  respect  to  expenses  and  liabilities
incurred by it prior to such replacement.

         Section 7.9. Successor Trustee by Merger, etc.

                  If the Trustee  consolidates with, merges or converts into, or
transfers all or  substantially  all of its corporate trust business to, another
corporation,  the  successor  corporation  without  any further act shall be the
successor Trustee.

         Section 7.10. Eligibility; Disqualification.

                  This  Indenture  shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1),  (2) and (5). The Trustee shall always have a
combined  capital and surplus of at least  $100,000,000 as set forth in its most
recent published  annual report of condition.  The Trustee shall comply with TIA
ss. 310(b).

         Section 7.11. Preferential Collection of Claims Against Company.

                  The  Trustee  is  subject  to TIA ss.  311(a),  excluding  any
creditor  relationship  listed in TIA ss. 311(b).  A Trustee who has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated.

                                 ARTICLE VIII.
                     SATISFACTION AND DISCHARGE; DEFEASANCE

         Section 8.1. Satisfaction and Discharge of Indenture.

                  This Indenture shall upon Company Order cease to be of further
effect (except as hereinafter provided in this Section 8.1), and the Trustee, at
the expense of the  Company,  shall  execute  proper  instruments  acknowledging
satisfaction and discharge of this Indenture, when

                  (a) either

                           (i)  all  Securities  theretofore  authenticated  and
                  delivered  (other than  Securities  that have been  destroyed,
                  lost or stolen and that have been  replaced or paid) have been
                  delivered to the Trustee for cancellation; or

                           (ii) all such Securities not theretofore delivered to
                  the Trustee for cancellation

                                    (1) have become due and payable, or

                                    (2) will  become  due and  payable  at their
                           Stated Maturity within one year, or

                                       32


                                    (3) are to be called for  redemption  within
                           one  year  under  arrangements  satisfactory  to  the
                           Trustee for the giving of notice of redemption by the
                           Trustee  in the  name,  and at  the  expense,  of the
                           Company, or

                                    (4) are deemed paid and discharged  pursuant
                           to Section 8.3, as applicable;

and the Company,  in the case of (1), (2) or (3) above,  has deposited or caused
to be  deposited  with the Trustee as trust funds in trust an amount  sufficient
for the  purpose  of paying and  discharging  the  entire  indebtedness  on such
Securities  not  theretofore  delivered  to the  Trustee for  cancellation,  for
principal  and interest to the date of such  deposit (in the case of  Securities
which have become due and payable on or prior to the date of such deposit) or to
the Stated Maturity or redemption date, as the case may be;

                  (b) the  Company  has paid or caused to be paid all other sums
         payable hereunder by the Company; and

                  (c) the Company  has  delivered  to the  Trustee an  Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent   herein  provided  for  relating  to  the  satisfaction  and
         discharge of this Indenture have been complied with.

                  Notwithstanding   the   satisfaction  and  discharge  of  this
Indenture, the obligations of the Company to the Trustee under Section 7.7, and,
if money shall have been  deposited  with the Trustee  pursuant to clause (a) of
this  Section,  the  provisions of Sections 2.4, 2.7, 2.8, 8.1 8.2 and 8.5 shall
survive.

         Section 8.2. Application of Trust Funds; Indemnification.

                  (a)  Subject  to the  provisions  of  Section  8.5,  all money
         deposited with the Trustee  pursuant to Section 8.1, all money and U.S.
         Government Obligations or Foreign Government Obligations deposited with
         the Trustee  pursuant  to Section 8.3 or 8.4 and all money  received by
         the  Trustee  in  respect  of U.S.  Government  Obligations  or Foreign
         Government  Obligations  deposited with the Trustee pursuant to Section
         8.3 or 8.4,  shall be held in trust and  applied  by it, in  accordance
         with  the  provisions  of the  Securities  and this  Indenture,  to the
         payment,  either  directly or through any Paying Agent  (including  the
         Company  acting as its own Paying Agent) as the Trustee may  determine,
         to the persons  entitled  thereto,  of the  principal  and interest for
         whose  payment  such money has been  deposited  with or received by the
         Trustee  or to  make  mandatory  sinking  fund  payments  or  analogous
         payments as contemplated by Sections 8.3 or 8.4.

                  (b) The  Company  shall pay and shall  indemnify  the  Trustee
         against any tax,  fee or other  charge  imposed on or assessed  against
         U.S. Government Obligations or Foreign Government Obligations deposited
         pursuant to Sections 8.3 or 8.4 or the interest and principal  received
         in respect of such  obligations  other than any payable by or on behalf
         of Holders.

                                       33


                  (c) The Trustee  shall deliver or pay to the Company from time
         to time upon Company Request any U.S. Government Obligations or Foreign
         Government  Obligations or money held by it as provided in Sections 8.3
         or 8.4  which,  in the  opinion  of a  nationally  recognized  firm  of
         independent   certified  public  accountants  expressed  in  a  written
         certification  thereof delivered to the Trustee,  are then in excess of
         the amount  thereof which then would have been required to be deposited
         for the purpose for which such U.S.  Government  Obligations or Foreign
         Government  Obligations  or money  were  deposited  or  received.  This
         provision  shall  not  authorize  the sale by the  Trustee  of any U.S.
         Government  Obligations or Foreign  Government  Obligations  held under
         this Indenture.

         Section 8.3. Legal Defeasance of Securities of any Series.

                  Unless this  Section 8.3 is otherwise  specified,  pursuant to
Section  2.2.20,  to be  inapplicable  to Securities of any Series,  the Company
shall be deemed to have paid and discharged the entire  indebtedness  on all the
outstanding  Securities  of such  Series  on the 91st day  after the date of the
deposit  referred to in  subparagraph  (d) hereof,  and the  provisions  of this
Indenture, as it relates to such outstanding Securities of such Series, shall no
longer be in effect (and the Trustee,  at the expense of the Company,  shall, at
Company Request,  execute proper instruments  acknowledging the same), except as
to:

                  (a) the  rights of  Holders of  Securities  of such  Series to
         receive, from the trust funds described in subparagraph (d) hereof, (i)
         payment of the  principal of and each  installment  of principal of and
         interest  on the  outstanding  Securities  of such Series on the Stated
         Maturity of such  principal or installment of principal or interest and
         (ii) the benefit of any mandatory  sinking fund payments  applicable to
         the Securities of such Series on the day on which such payments are due
         and  payable in  accordance  with the terms of this  Indenture  and the
         Securities of such Series;

                  (b) the  provisions  of Sections  2.4,  2.7, 2.8, 8.2, 8.3 and
         8.5; and

                  (c) the rights,  powers,  trust and  immunities of the Trustee
         hereunder;

provided that, the following conditions shall have been satisfied:

                  (d) the Company shall have deposited or caused to be deposited
         irrevocably with the Trustee as trust funds in trust for the purpose of
         making the following payments, specifically pledged as security for and
         dedicated  solely to the benefit of the Holders of such  Securities (i)
         in the case of Securities of such Series  denominated in Dollars,  cash
         in Dollars  (or such other money or  currencies  as shall then be legal
         tender in the United States)  and/or U.S.  Government  Obligations,  or
         (ii) in the case of Securities of such Series  denominated in a Foreign
         Currency  (other  than a  composite  currency),  money  and/or  Foreign
         Government  Obligations,  which  through the  payment of  interest  and
         principal in respect  thereof,  in  accordance  with their terms,  will
         provide (and without reinvestment and assuming no tax liability will be
         imposed on such Trustee), not later than one day before the due date of
         any payment of money, an amount in cash, sufficient,  in the opinion of
         a  nationally   recognized  firm  of  independent   public  accountants

                                       34



         expressed in a written  certification thereof delivered to the Trustee,
         to pay and discharge each installment of principal (including mandatory
         sinking fund or analogous payments) of and interest, if any, on all the
         Securities of such Series on the dates such installments of interest or
         principal are due;

                  (e) such deposit will not result in a breach or violation  of,
         or constitute a default under, this Indenture or any other agreement or
         instrument to which the Company is a party or by which it is bound;

                  (f) no  Default  or  Event  of  Default  with  respect  to the
         Securities  of such Series shall have occurred and be continuing on the
         date of such deposit or during the period  ending on the 91st day after
         such date;

                  (g)  the  Company  shall  have  delivered  to the  Trustee  an
         Officers'  Certificate and an Opinion of Counsel to the effect that (i)
         the Company has  received  from,  or there has been  published  by, the
         Internal Revenue Service a ruling,  or (ii) since the date of execution
         of this  Indenture,  there has been a change in the applicable  Federal
         income tax law, in either case to the effect  that,  and based  thereon
         such  Opinion  of  Counsel  shall  confirm  that,  the  Holders  of the
         Securities of such Series will not recognize  income,  gain or loss for
         Federal income tax purposes as a result of such deposit, defeasance and
         discharge and will be subject to Federal  income tax on the same amount
         and in the same  manner  and at the same  times as would  have been the
         case if such deposit, defeasance and discharge had not occurred;

                  (h)  the  Company  shall  have  delivered  to the  Trustee  an
         Officers'  Certificate  stating  that the  deposit  was not made by the
         Company with the intent of preferring  the Holders of the Securities of
         such Series over any other  creditors of the company or with the intent
         of defeating,  hindering, delaying or defrauding any other creditors of
         the Company;

                  (i) such  deposit  shall not result in the trust  arising from
         such  deposit  constituting  an  investment  company (as defined in the
         Investment  Company Act of 1940,  as  amended),  or such trust shall be
         qualified under such Act or exempt from regulation thereunder; and

                  (j)  the  Company  shall  have  delivered  to the  Trustee  an
         Officers'  Certificate and an Opinion of Counsel, each stating that all
         conditions   precedent   provided  for   relating  to  the   defeasance
         contemplated by this Section have been complied with.

         Section 8.4. Covenant Defeasance.

                  Unless this  Section 8.4 is  otherwise  specified  pursuant to
Section 2.2.20 to be inapplicable to Securities of any Series,  on and after the
91st day after the date of the deposit  referred to in subparagraph  (a) hereof,
the Company may omit to comply with any term,  provision or condition  set forth
under  Sections  4.2,  4.3,  4.4,  4.5,  4.6, and 5.1 as well as any  additional
covenants  contained in a supplemental  indenture hereto for a particular Series
of  Securities  or a Board  Resolution  or an  Officers'  Certificate  delivered
pursuant to Section  2.2.20



                                       35


(and the  failure  to comply  with any such  covenants  shall not  constitute  a
Default or Event of Default under  Section 6.1) and the  occurrence of any event
described  in clause (e) of Section 6.1 shall not  constitute a Default or Event
of Default  hereunder,  with respect to the Securities of such Series,  provided
that the following conditions shall have been satisfied:

                  (a) With  reference  to this  Section  8.4,  the  Company  has
         deposited or caused to be irrevocably  deposited (except as provided in
         Section 8.2(c)) with the Trustee as trust funds in trust,  specifically
         pledged as security  for, and  dedicated  solely to, the benefit of the
         Holders of such Securities (i) in the case of Securities of such Series
         denominated  in  Dollars,  cash in  Dollars  (or  such  other  money or
         currencies as shall then be legal tender in the United  States)  and/or
         U.S. Government Obligations,  or (ii) in the case of Securities of such
         Series  denominated  in a  Foreign  Currency  (other  than a  composite
         currency),  money and/or Foreign Government Obligations,  which through
         the payment of interest and principal in respect thereof, in accordance
         with their terms,  will provide (and without  reinvestment and assuming
         no tax liability will be imposed on such  Trustee),  not later than one
         day  before the due date of any  payment  of money,  an amount in cash,
         sufficient,   in  the  opinion  of  a  nationally  recognized  firm  of
         independent   certified  public  accountants  expressed  in  a  written
         certification  thereof  delivered to the Trustee,  to pay principal and
         interest,  if any, on and any mandatory  sinking fund in respect of the
         Securities of such Series on the dates such installments of interest or
         principal are due;

                  (b) Such deposit will not result in a breach or violation  of,
         or constitute a default under, this Indenture or any other agreement or
         instrument to which the Company is a party or by which it is bound;

                  (c) No  Default  or  Event  of  Default  with  respect  to the
         Securities  of such Series shall have occurred and be continuing on the
         date of such deposit or during the period  ending on the 91st day after
         such date;

                  (d) the Company shall have delivered to the Trustee an Opinion
         of Counsel  confirming  that Holders of the  Securities  of such Series
         will not recognize income, gain or loss for federal income tax purposes
         as a result of such  deposit  and  defeasance  and will be  subject  to
         federal  income tax on the same amounts,  in the same manner and at the
         same times as would have been the case if such  deposit and  defeasance
         had not occurred;

                  (e)  the  Company  shall  have  delivered  to the  Trustee  an
         Officers'  Certificate  stating the deposit was not made by the Company
         with the intent of  preferring  the Holders of the  Securities  of such
         Series  over any other  creditors  of the Company or with the intent of
         defeating, hindering, delaying or defrauding any other creditors of the
         Company; and

                  (f)  The  Company  shall  have  delivered  to the  Trustee  an
         Officers'  Certificate and an Opinion of Counsel, each stating that all
         conditions  precedent  herein  provided for relating to the  defeasance
         contemplated by this Section have been complied with.

         Section 8.5. Repayment to Company.

                                       36


                  The Trustee and the Paying Agent shall pay to the Company upon
request any money held by them for the payment of principal  and  interest  that
remains  unclaimed for two years.  After that,  Securityholders  entitled to the
money  must look to the  Company  for  payment as  general  creditors  unless an
applicable abandoned property law designates another person.

         Section 8.6. Subsidiary Guarantees.

                  If there are any Subsidiary  Guarantees,  the Guarantors shall
be  treated  the same as the  Company  and the  Subsidiary  Guarantors  shall be
treated the same as the Securities under this Article VIII.

                                  ARTICLE IX.
                             AMENDMENTS AND WAIVERS

         Section 9.1. Without Consent of Holders.

                  The  Company,  the  Guarantors  and the  Trustee  may amend or
supplement  this  Indenture or the  Securities of one or more Series without the
consent of any Securityholder:

                  (a) to cure any ambiguity, defect or inconsistency;

                  (b) to comply with Article V;

                  (c) to provide for uncertificated Securities in addition to or
         in place of certificated Securities;

                  (d) to make any  change  that  does not  materially  adversely
         affect the rights of any Securityholder;

                  (e) to provide for the issuance of and  establish the form and
         terms and  conditions  of Securities of any Series as permitted by this
         Indenture;

                  (f) to evidence and provide for the  acceptance of appointment
         hereunder by a successor  Trustee with respect to the Securities of one
         or more  Series and to add to or change any of the  provisions  of this
         Indenture  as shall be  necessary  to  provide  for or  facilitate  the
         administration of the trusts hereunder by more than one Trustee; or

                  (g) to comply with  requirements of the SEC in order to effect
         or maintain the qualification of this Indenture under the TIA.

         Section 9.2. With Consent of Holders.

                  The Company,  the  Guarantors and the Trustee may enter into a
supplemental  indenture  with the  written  consent of the Holders of at least a
majority  in  principal  amount of the  outstanding  Securities  of each  Series
affected  by  such  supplemental   indenture  (including  consents  obtained  in
connection  with a tender  offer or exchange  offer for the  Securities  of such
Series),  for the purpose of adding any  provisions to or changing in any manner
or eliminating  any of the  provisions of this Indenture or of any  supplemental
indenture  or of modifying  in any


                                       37


manner the rights of the Securityholders of each such Series. Except as provided
in Section 6.13,  the Holders of at least a majority in principal  amount of the
outstanding  Securities of each Series  affected by such waiver by notice to the
Trustee  (including  consents  obtained  in  connection  with a tender  offer or
exchange  offer for the  Securities of such Series) may waive  compliance by the
Company with any provision of this Indenture or the  Securities  with respect to
such Series.

                  It shall not be  necessary  for the  consent of the Holders of
Securities under this Section 9.2 to approve the particular form of any proposed
supplemental  indenture or waiver,  but it shall be  sufficient  if such consent
approves the substance thereof.  After a supplemental  indenture or waiver under
this  section  becomes  effective,  the  Company  shall  mail to the  Holders of
Securities  affected thereby and, if any Bearer Securities  affected thereby are
outstanding,  publish  on one  occasion  in an  Authorized  Newspaper,  a notice
briefly  describing  the  supplemental  indenture or waiver.  Any failure by the
Company to mail or  publish  such  notice,  or any  defect  therein,  shall not,
however,  in any way  impair or affect  the  validity  of any such  supplemental
indenture or waiver.

         Section 9.3. Limitations.

                  Without  the  consent  of  each  Securityholder  affected,  an
amendment or waiver may not:

                  (a) change the amount of Securities whose Holders must consent
         to an amendment, supplement or waiver;

                  (b)  reduce  the rate of or  extend  the time for  payment  of
         interest (including default interest) on any Security;

                  (c) reduce the principal or change the Stated  Maturity of any
         Security or reduce the amount of, or postpone  the date fixed for,  the
         payment of any sinking fund or analogous obligation;

                  (d) reduce the principal amount of Discount Securities payable
         upon acceleration of the maturity thereof;

                  (e) waive a Default or Event of Default in the  payment of the
         principal of or interest,  if any, on any Security (except a rescission
         of  acceleration  of the  Securities of any Series by the Holders of at
         least a majority in principal  amount of the outstanding  Securities of
         such Series and a waiver of the payment default that resulted from such
         acceleration);

                  (f) make the principal of or interest, if any, on any Security
         payable in any currency other than that stated in the Security;

                  (g)  make  any  change  in  Sections  6.8,   6.13,  9.3  (this
         sentence), 10.15 or 10.16; or

                  (h) waive a redemption payment with respect to any Security or
         change any of the  provisions  with  respect to the  redemption  of any
         Securities.

                                       38


         Section 9.4. Compliance with Trust Indenture Act.

                  Every  amendment to this Indenture or the Securities of one or
more Series shall be set forth in a supplemental  indenture hereto that complies
with the TIA as then in effect.

         Section 9.5. Revocation and Effect of Consents.

                  Until an amendment or waiver becomes  effective,  a consent to
it by a Holder of a  Security  is a  continuing  consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security, even if notation of the consent is not
made on any Security.  However,  any such Holder or subsequent Holder may revoke
the consent as to his Security or portion of a Security if the Trustee  receives
the  notice of  revocation  before  the date the  amendment  or  waiver  becomes
effective.

                  Any  amendment  or waiver  once  effective  shall  bind  every
Securityholder  of each Series affected by such amendment or waiver unless it is
of the type  described in any of clauses (a) through (g) of Section 9.3. In that
case,  the  amendment  or waiver  shall bind each  Holder of a Security  who has
consented  to it and every  subsequent  Holder of a  Security  or  portion  of a
Security that evidences the same debt as the consenting Holder's Security.

         Section 9.6. Notation on or Exchange of Securities.

                  The  Trustee  may  place  an  appropriate  notation  about  an
amendment or waiver on any Security of any Series thereafter authenticated.  The
Company in  exchange  for  Securities  of that  Series may issue and the Trustee
shall  authenticate  upon request new Securities of that Series that reflect the
amendment or waiver.

         Section 9.7. Trustee Protected.

                  In executing,  or accepting the additional  trusts created by,
any  supplemental  indenture  permitted  by this  Article  or the  modifications
thereby of the trusts created by this  Indenture,  the Trustee shall be entitled
to receive,  and  (subject to Section  7.1) shall be fully  protected in relying
upon,  an Opinion of Counsel  stating that the  execution  of such  supplemental
indenture is authorized or permitted by this  Indenture.  The Trustee shall sign
all  supplemental  indentures,  except  that  the  Trustee  need  not  sign  any
supplemental indenture that adversely affects its rights.

                                   ARTICLE X.
                                  MISCELLANEOUS

         Section 10.1. Trust Indenture Act Controls.

                  If any  provision  of this  Indenture  limits,  qualifies,  or
conflicts with another  provision  which is required or deemed to be included in
this Indenture by the TIA, such required or deemed provision shall control.

         Section 10.2. Notices.

                                       39


                  Notices.  Any  notice or  communication  by the  Company,  any
Guarantor or the Trustee to the others is duly given if in writing and delivered
in Person or mailed by first class mail (registered or certified, return receipt
requested),  telecopier or overnight air courier guaranteeing next day delivery,
to the others' address:

         If to the Company or any Guarantor:

                           Iron Mountain Incorporated
                           745 Atlantic Avenue
                           Boston, MA 02111
                           Attention:  Chief Financial Officer
                           Telecopier No.:  (617) 350-7881

         With a copy to:

                           Sullivan & Worcester LLP
                           One Post Office Square
                           Boston, MA  02109
                           Telecopier No.:  (617) 338-2880
                           Attention: William J. Curry, Esq.

         If to the Trustee:
                           ____________________

                           ____________________
                           Telecopier No.:  ______________
                           Attention:  Corporate Trust Trustee Administration

                  The Company,  any  Guarantor or the Trustee,  by notice to the
others may designate additional or different addresses for subsequent notices or
communications.

                  All  notices  and  communications  (other  than  those sent to
Securityholders)  shall be deemed to have been duly given: at the time delivered
by hand, if personally  delivered;  five Business Days after being  deposited in
the mail, postage prepaid, if mailed; when receipt acknowledged,  if telecopied;
and the next  Business  Day after  timely  delivery to the  courier,  if sent by
overnight air courier guaranteeing next day delivery.

                  Any  notice  or  communication  to a  Securityholder  shall be
mailed by first class mail,  or by overnight air courier  guaranteeing  next day
delivery to its address shown on the register kept by the Registrar.  Any notice
or  communication  shall  also be so mailed to any person  described  in TIA ss.
313(c),  to the  extent  required  by the  TIA.  Failure  to  mail a  notice  or
communication  to a  Securityholder  or any  defect in it shall not  affect  its
sufficiency with respect to other Securityholders.

                  If a notice or  communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it.

                                       40


                  If  the   Company   or  any   Guarantor   mails  a  notice  or
communication to  Securityholders,  it shall mail a copy to the Trustee and each
Agent at the same time.

         Section 10.3. Communication by Holders with Other Holders.

                  Securityholders of any Series may communicate  pursuant to TIA
ss.  312(b) with other  Securityholders  of that Series or any other Series with
respect to their rights under this Indenture or the Securities of that Series or
all Series. The Company,  the Trustee,  the Registrar and anyone else shall have
the protection of TIA ss. 312(c).

         Section 10.4. Certificate and Opinion as to Conditions Precedent.

                  Upon  any  request  or  application  by  the  Company  or  any
Guarantor to the Trustee to take any action under this Indenture, the Company or
such Guarantor shall furnish to the Trustee:

                  (a) an Officers'  Certificate  stating that, in the opinion of
         the signers,  all conditions  precedent,  if any,  provided for in this
         Indenture relating to the proposed action have been complied with; and

                  (b) an Opinion of Counsel stating that, in the opinion of such
         counsel, all such conditions precedent have been complied with.

         Section 10.5. Statements Required in Certificate or Opinion.

                  Each  certificate or opinion with respect to compliance with a
condition or covenant  provided for in this Indenture  (other than a certificate
provided  pursuant to TIA ss. 314(a)(4)) shall comply with the provisions of TIA
ss. 314(e) and shall include:

                  (a) a statement  that the person  making such  certificate  or
         opinion has read such covenant or condition;

                  (b) a  brief  statement  as to the  nature  and  scope  of the
         examination  or  investigation  upon which the  statements  or opinions
         contained in such certificate or opinion are based;

                  (c) a statement  that,  in the opinion of such person,  he has
         made such examination or investigation as is necessary to enable him to
         express an  informed  opinion as to  whether  or not such  covenant  or
         condition has been complied with; and

                  (d) a  statement  as to whether or not, in the opinion of such
         person, such condition or covenant has been complied with.

         Section 10.6. Rules by Trustee and Agents.

                  The  Trustee  may make  reasonable  rules  for  action by or a
meeting of  Securityholders of one or more Series. Any Agent may make reasonable
rules and set reasonable requirements for its functions.

                                       41


         Section 10.7. Legal Holidays.

                  Unless  otherwise  provided  by  Board  Resolution,  Officers'
Certificate or supplemental indenture for a particular Series, a "Legal Holiday"
is any day that is not a Business Day. If a payment date is a Legal Holiday at a
place of payment,  payment may be made at that place on the next  succeeding day
that is not a Legal Holiday,  and no interest  shall accrue for the  intervening
period.

         Section 10.8. No Recourse Against Others.

                  A director,  officer, employee or stockholder, as such, of the
Company or any Guarantor shall not have any liability for any obligations of the
Company or any Guarantor under the  Securities,  the Subsidiary  Guarantees,  if
any, or the  Indenture  or for any claim based on, in respect of or by reason of
such obligations or their creation.  Each Securityholder by accepting a Security
and the related  Subsidiary  Guarantees  waives and releases all such liability.
The  waiver  and  release  are part of the  consideration  for the  issue of the
Securities.

         Section 10.9. Counterparts.

                  This  Indenture may be executed in any number of  counterparts
and by the  parties  hereto  in  separate  counterparts,  each of which  when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

         Section 10.10. Governing Laws.

                  THIS  INDENTURE  AND THE  SECURITIES  SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK  APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN SUCH STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

         Section 10.11. No Adverse Interpretation of Other Agreements.

                  This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company or a Subsidiary.  Any such indenture, loan
or debt agreement may not be used to interpret this Indenture.

Section 10.12.    Successors.

                  All  agreements  of the  Company  and the  Guarantors  in this
Indenture and the  Securities  and the  Subsidiary  Guarantees  shall bind their
respective  successors.  All agreements of the Trustee in this  Indenture  shall
bind its successors.

         Section 10.13. Severability.

                  In case any provision in this Indenture, the Securities or the
Subsidiary Guarantees,  if any, shall be invalid, illegal or unenforceable,  the
validity,  legality and enforceability of the remaining  provisions shall not in
any way be affected or impaired thereby.

                                       42


         Section 10.14. Table of Contents, Headings, Etc.

                  The Table of Contents,  Cross Reference Table, and headings of
the Articles and Sections of this Indenture  have been inserted for  convenience
of reference  only, are not to be considered a part hereof,  and shall in no way
modify or restrict any of the terms or provisions hereof.

         Section 10.15. Securities in a Foreign Currency or in ECU.

                  Unless   otherwise   specified  in  a  Board   Resolution,   a
supplemental  indenture hereto or an Officers' Certificate delivered pursuant to
Section 2.2 of this Indenture with respect to a particular Series of Securities,
whenever for purposes of this  Indenture  any action may be taken by the Holders
of a specified  percentage  in aggregate  principal  amount of Securities of all
Series or all Series  affected by a  particular  action at the time  outstanding
and, at such time,  there are  outstanding  Securities  of any Series  which are
denominated in a coin or currency other than Dollars  (including ECUs), then the
principal  amount  of  Securities  of such  Series  which  shall be deemed to be
outstanding  for the  purpose  of taking  such  action  shall be that  amount of
Dollars  that could be obtained for such amount at the Market  Exchange  Rate at
such time. For purposes of this Section 10.15, "Market Exchange Rate" shall mean
the noon  Dollar  buying  rate in New  York  City for  cable  transfers  of that
currency  as  published  by the  Federal  Reserve  Bank of New  York;  provided,
however,  in the case of  ECUs,  Market  Exchange  Rate  shall  mean the rate of
exchange  determined by the  Commission of the European  Union (or any successor
thereto)  as  published  in the  Official  Journal of the  European  Union (such
publication  or any  successor  publication,  the  "Journal").  If  such  Market
Exchange Rate is not available for any reason with respect to such currency, the
Trustee  shall use, in its sole  discretion  and without  liability on its part,
such quotation of the Federal  Reserve Bank of New York or, in the case of ECUs,
the  rate of  exchange  as  published  in the  Journal,  as of the  most  recent
available  date, or quotations  or, in the case of ECUs,  rates of exchange from
one or more  major  banks in The City of New York or in the  country of issue of
the currency in question or, in the case of ECUs,  in  Luxembourg  or such other
quotations  or, in the case of ECUs,  rates of  exchange  as the  Trustee,  upon
consultation with the Company,  shall deem  appropriate.  The provisions of this
paragraph shall apply in determining the equivalent  principal amount in respect
of  Securities  of a Series  denominated  in  currency  other  than  Dollars  in
connection with any action taken by Holders of Securities  pursuant to the terms
of this Indenture.

                  All decisions and  determinations of the Trustee regarding the
Market  Exchange  Rate  or any  alternative  determination  provided  for in the
preceding paragraph shall be in its sole discretion and shall, in the absence of
manifest  error,  be conclusive to the extent  permitted by law for all purposes
and irrevocably binding upon the Company and all Holders.

         Section 10.16. Judgment Currency.

                  The  Company  agrees,  to  the  fullest  extent  that  it  may
effectively do so under applicable law, that (a) if for the purpose of obtaining
judgment in any court it is  necessary  to convert the sum due in respect of the
principal  of or interest or other amount on the  Securities  of any Series (the
"Required  Currency")  into a currency in which a judgment will be rendered (the
"Judgment  Currency"),  the rate of exchange  used shall be the rate at which in
accordance with

                                       43


normal banking procedures the Trustee could purchase in The City of New York the
Required  Currency  with  the  Judgment  Currency  on  the  day on  which  final
unappealable judgment is entered, unless such day is not a New York Banking Day,
then,  the rate of exchange used shall be the rate at which in  accordance  with
normal banking procedures the Trustee could purchase in The City of New York the
Required  Currency  with  the  Judgment  Currency  on the New York  Banking  Day
preceding  the day on which final  unappealable  judgment is entered and (b) its
obligations  under this Indenture to make payments in the Required  Currency (i)
shall not be discharged or satisfied by any tender, any recovery pursuant to any
judgment  (whether or not entered in  accordance  with  subsection  (a)), in any
currency other than the Required Currency, except to the extent that such tender
or recovery shall result in the actual receipt, by the payee, of the full amount
of the Required  Currency  expressed to be payable in respect of such  payments,
(ii) shall be enforceable  as an  alternative or additional  cause of action for
the purpose of recovering in the Required  Currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the Required Currency
so  expressed to be payable,  and (iii) shall not be affected by judgment  being
obtained  for any  other sum due  under  this  Indenture.  For  purposes  of the
foregoing,  "New York Banking Day" means any day except a Saturday,  Sunday or a
legal  holiday  in The  City  of New  York on  which  banking  institutions  are
authorized or required by law, regulation or executive order to close.

                                  ARTICLE XI.
                                  SINKING FUNDS

         Section 11.1. Applicability of Article.

                  The  provisions  of this Article  shall be  applicable  to any
sinking  fund for the  retirement  of the  Securities  of a  Series,  except  as
otherwise  permitted  or required by any form of Security of such Series  issued
pursuant to this Indenture.

                  The minimum amount of any sinking fund payment provided for by
the terms of the Securities of any Series is herein  referred to as a "mandatory
sinking  fund  payment"  and any  other  amount  provided  for by the  terms  of
Securities  of such Series is herein  referred to as an  "optional  sinking fund
payment." If provided  for by the terms of  Securities  of any Series,  the cash
amount of any sinking  fund  payment may be subject to  reduction as provided in
Section 11.2.  Each sinking fund payment  shall be applied to the  redemption of
Securities of any Series as provided for by the terms of the  Securities of such
Series.

         Section 11.2. Satisfaction of Sinking Fund Payments with Securities.

                  The  Company  may, in  satisfaction  of all or any part of any
sinking fund payment  with  respect to the  Securities  of any Series to be made
pursuant to the terms of such Securities (1) deliver  outstanding  Securities of
such Series to which such sinking fund payment is applicable  (other than any of
such Securities previously called for mandatory sinking fund redemption) and (2)
apply as credit  Securities of such Series to which such sinking fund payment is
applicable  and which have been  redeemed  either at the election of the Company
pursuant  to the terms of such  Series of  Securities  (except  pursuant  to any
mandatory sinking fund) or through the application of permitted optional sinking
fund  payments  or other  optional  redemptions  pursuant  to the  terms of such
Securities,  provided that such Securities have not been

                                       44


previously  so  credited.  Such  Securities  shall be received  by the  Trustee,
together with an Officers'  Certificate with respect thereto,  not later than 15
days  prior to the date on which the  Trustee  begins the  process of  selecting
Securities for redemption, and shall be credited for such purpose by the Trustee
at the price  specified in such Securities for redemption  through  operation of
the sinking fund and the amount of such  sinking  fund payment  shall be reduced
accordingly.  If as a result of the delivery or credit of  Securities in lieu of
cash payments  pursuant to this Section 11.2, the principal amount of Securities
of such Series to be redeemed in order to exhaust  the  aforesaid  cash  payment
shall be less than $100,000, the Trustee need not call Securities of such Series
for  redemption,  except  upon  receipt of a Company  Order that such  action be
taken,  and such cash payment shall be held by the Trustee or a Paying Agent and
applied to the next succeeding sinking fund payment, provided, however, that the
Trustee or such Paying  Agent shall from time to time upon  receipt of a Company
Order pay over and deliver to the Company any cash  payment so being held by the
Trustee or such  Paying  Agent upon  delivery  by the  Company to the Trustee of
Securities of that Series  purchased by the Company  having an unpaid  principal
amount equal to the cash payment required to be released to the Company.

         Section 11.3. Redemption of Securities for Sinking Fund.

                  Not less than 45 days (unless otherwise indicated in the Board
Resolution, supplemental indenture hereto or Officers' Certificate in respect of
a particular  Series of Securities)  prior to each sinking fund payment date for
any Series of  Securities,  the Company will deliver to the Trustee an Officers'
Certificate  specifying  the amount of the next ensuing  mandatory  sinking fund
payment  for that  Series  pursuant  to the terms of that  Series,  the  portion
thereof,  if any,  which is to be  satisfied  by payment of cash and the portion
thereof,  if any,  which is to be  satisfied  by  delivering  and  crediting  of
Securities of that Series pursuant to Section 11.2, and the optional amount,  if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
the Company shall  thereupon be obligated to pay the amount  therein  specified.
Not less than 30 days  (unless  otherwise  indicated  in the  Board  Resolution,
Officers'  Certificate  or  supplemental  indenture  in respect of a  particular
Series of  Securities)  before each such  sinking  fund payment date the Trustee
shall select the  Securities  to be redeemed upon such sinking fund payment date
in the  manner  specified  in  Section  3.2 and cause  notice of the  redemption
thereof  to be given in the name of and at the  expense  of the  Company  in the
manner  provided  in Section  3.3.  Such  notice  having  been duly  given,  the
redemption  of such  Securities  shall be made upon the terms and in the  manner
stated in Sections 3.4, 3.5 and 3.6.

                                  ARTICLE XII.
                              SUBSIDIARY GUARANTEES

         Section 12.1. Subsidiary Guarantee.

                  Each  Subsidiary   that  is  a  signatory   hereto  [and  each
Restricted  Subsidiary  of the Company  which in  accordance  with  Section 4.13
hereof is  required  to  guarantee  the  obligations  of the  Company  under the
Securities] (each, a "Guarantor"),  upon execution of a supplemental  indenture,
hereby jointly and severally unconditionally guarantees to each Securitiesholder
of a  Security  of a  Series  that  is  to  be  guaranteed  and  that  has  been
authenticated  and  delivered  by the Trustee  irrespective  of the  validity or
enforceability  of this  Indenture,  the  Securities or the  obligations  of the
Company under this Indenture or the  Securities,  that: (i) the principal of and

                                       45



interest  on the  Securities  will  be paid in full  when  due,  whether  at the
maturity or interest payment or mandatory redemption date, by acceleration, call
for  redemption  or  otherwise,  and  interest on the overdue  principal  of and
interest,  if any, on the Securities and all other obligations of the Company to
the Securitiesholders or the Trustee under this Indenture or the Securities will
be promptly paid in full or performed,  all in accordance with the terms of this
Indenture  and the  Securities;  and  (ii) in case of any  extension  of time of
payment or renewal of any Securities or any of such other obligations, they will
be paid in full  when due or  performed  in  accordance  with  the  terms of the
extension or renewal, whether at maturity, by acceleration or otherwise. Failing
payment when due of any amount so guaranteed for whatever reason, each Guarantor
will be  obligated to pay the same whether or not such failure to pay has become
an Event of Default  which  could  cause  acceleration  pursuant  to Section 6.2
hereof.  Each  Guarantor  agrees  that  this is a  guarantee  of  payment  not a
guarantee of collection.

                  Each Guarantor  hereby agrees that its obligations with regard
to this  Subsidiary  Guarantee  shall be joint and  several  and  unconditional,
irrespective  of  the  validity  or  enforceability  of  the  Securities  or the
obligations  of the Company under this  Indenture,  the absence of any action to
enforce the same, the recovery of any judgment  against the Company or any other
obligor with respect to this Indenture, the Securities or the obligations of the
Company under this Indenture or the  Securities,  any action to enforce the same
or any  other  circumstances  (other  than  complete  performance)  which  might
otherwise  constitute a legal or equitable  discharge or defense of a Guarantor.
Each Guarantor further,  to the extent permitted by law, waives and relinquishes
all claims,  rights and remedies  accorded by applicable  law to guarantors  and
agrees not to assert or take  advantage of any such claims,  rights or remedies,
including  but not  limited  to:  (a) any  right to  require  the  Trustee,  the
Securitiesholders  or the Company (each, a "Benefited Party") to proceed against
the Company or any other  Person or to proceed  against or exhaust any  security
held by a  Benefited  Party at any time or to  pursue  any  other  remedy in any
Benefited  Party's  power  before  proceeding  against such  Guarantor;  (b) the
defense of the statute of limitations  in any action  hereunder or in any action
for the  collection of any  Indebtedness  or the  performance  of any obligation
hereby  guaranteed;  (c) any defense that may arise by reason of the incapacity,
lack of  authority,  death or disability of any other Person or the failure of a
Benefited   Party  to  file  or   enforce  a  claim   against   the  estate  (in
administration,  bankruptcy or any other  proceeding)  of any other Person;  (d)
demand,  protest and notice of any kind  including  but not limited to notice of
the existence,  creation or incurring of any new or additional  Indebtedness  or
obligation  or of any action or non-action  on the part of such  Guarantor,  the
Company, any Benefited Party, any creditor of such Guarantor,  the Company or on
the part of any other Person  whomsoever in connection with any  Indebtedness or
obligations  hereby  guaranteed;  (e) any  defense  based  upon an  election  of
remedies  by a  Benefited  Party,  including  but not  limited to an election to
proceed against such Guarantor for reimbursement; (f) any defense based upon any
statute or rule of law which  provides  that the  obligation of a surety must be
neither larger in amount nor in other respects more  burdensome than that of the
principal;  (g) any defense arising because of a Benefited Party's election,  in
any proceeding  instituted under Bankruptcy Law, of the application of 11 U.S.C.
Section  1111(b)(2);  or (h) any defense  based on any  borrowing  or grant of a
security  interest under 11 U.S.C.  Section 364. Each Guarantor hereby covenants
that  its  Subsidiary  Guarantee  will  not be  discharged  except  by  complete
performance of the  obligations  contained in its Subsidiary  Guarantee and this
Indenture.

                                       46


                  If any  Securitiesholder  or the  Trustee is  required  by any
court or  otherwise  to return to either the  Company or any  Guarantor,  or any
Custodian acting in relation to either the Company or such Guarantor, any amount
paid by the Company or such  Guarantor to the Trustee or such  Securitiesholder,
the applicable  Subsidiary  Guarantees,  to the extent  theretofore  discharged,
shall be reinstated and be in full force and effect.  Each Guarantor agrees that
it  will  not be  entitled  to any  right  of  subrogation  in  relation  to the
Securitiesholders in respect of any obligations  guaranteed hereby until payment
in full of all obligations guaranteed hereby.

                  Each Guarantor further agrees that, as between such Guarantor,
on the one hand, and the  Securitiesholders  and the Trustee, on the other hand,
(i) the maturity of the  obligations  guaranteed  hereby may be  accelerated  as
provided in Section 6.2 hereof for the  purposes of this  Subsidiary  Guarantee,
notwithstanding  any  stay,  injunction  or other  prohibition  preventing  such
acceleration  as to the Company or any other  obligor on the  Securities  of the
obligations  guaranteed  hereby,  and (ii) in the  event of any  declaration  of
acceleration  of those  obligations  as provided  in Section  6.2 hereof,  those
obligations  (whether  or not due and  payable)  will  forthwith  become due and
payable by such Guarantor for the purpose of this Subsidiary Guarantee.

         Section 12.2. Limitation of Guarantor's Liability.

                  Each Guarantor and, by its acceptance  hereof, the Trustee and
each  Securitiesholder  hereby  confirm  that  it  is  its  intention  that  the
Subsidiary  Guarantee of such Guarantor not constitute a fraudulent  transfer or
conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent  Transfer Act or any similar federal or state law to
the extent applicable to any Subsidiary  Guarantee.  To effectuate the foregoing
intention,  each such person hereby  irrevocably  agrees that the  obligation of
such  Guarantor  under its Subsidiary  Guarantee  under this Article 12 shall be
limited to the  maximum  amount as will,  after  giving  effect to such  maximum
amount and all other  (contingent  or other)  liabilities of such Guarantor that
are relevant under such laws, and after giving effect to any  collections  from,
rights to  receive  contribution  from or  payments  made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under this
Article  11,  result in the  obligations  of such  Guarantor  in respect of such
maximum amount not  constituting a fraudulent  transfer or conveyance under said
laws. The Trustee and each  Securitiesholder  by accepting the benefits  hereof,
confirms its intention  that, in the event of a  bankruptcy,  reorganization  or
other similar  proceeding  of the Company or any  Guarantor in which  concurrent
claims are made upon such  Guarantor  hereunder,  to the extent such claims will
not be fully  satisfied,  each such  claimant  with a valid  claim  against  the
Company shall be entitled to a ratable  share of all payments by such  Guarantor
in respect of such  concurrent  claims.  For all purposes of this Section  12.2,
Senior Debt shall be deemed to have been incurred prior to the incurrence of the
obligations in respect of the Subsidiary Guarantees.



                                       47


                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Indenture to be duly executed as of the day and year first above written.

                                     Iron Mountain Incorporated

                                     By:
                                         --------------------------------
                                         Name:
                                         Its:

                                     [Names of Guarantors]

                                     [Name of Trustee]

                                     By:
                                        ---------------------------------
                                         Name:
                                         Its:

EX-4.2

                                                                     EXHIBIT 4.2






                           Iron Mountain Incorporated





                             SUBORDINATED INDENTURE


                           Dated as of _________, 200_





                                [Name of Trustee]


                                     Trustee












                               TABLE OF CONTENTS

                                                                                                             Page
                                                                                                        

ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE..........................................................1
         Section 1.1.      Definitions.........................................................................1
         Section 1.2.      Other Definitions...................................................................8
         Section 1.3.      Incorporation by Reference of Trust Indenture Act...................................8
         Section 1.4.      Rules of Construction...............................................................9
ARTICLE II. THE SECURITIES.....................................................................................9
         Section 2.1.      Issuable in Series..................................................................9
         Section 2.2.      Establishment of Terms of Series of Securities.....................................10
         Section 2.3.      Execution and Authentication.......................................................12
         Section 2.4.      Registrar and Paying Agent.........................................................13
         Section 2.5.      Paying Agent to Hold Money in Trust................................................13
         Section 2.6.      Securityholder Lists...............................................................14
         Section 2.7.      Transfer and Exchange..............................................................14
         Section 2.8.      Mutilated, Destroyed, Lost and Stolen Securities...................................14
         Section 2.9.      Outstanding Securities.............................................................15
         Section 2.10.     Treasury Securities................................................................16
         Section 2.11.     Temporary Securities...............................................................16
         Section 2.12.     Cancellation.......................................................................16
         Section 2.13.     Defaulted Interest.................................................................16
         Section 2.14.     Record Date........................................................................17
         Section 2.15.     Global Securities..................................................................17
         Section 2.16.     CUSIP Numbers......................................................................18
ARTICLE III. REDEMPTION.......................................................................................18
         Section 3.1.      Notice to Trustee..................................................................18
         Section 3.2.      Selection of Securities to be Redeemed.............................................18
         Section 3.3.      Notice of Redemption...............................................................19
         Section 3.4.      Effect of Notice of Redemption.....................................................19
         Section 3.5.      Deposit of Redemption Price........................................................20
         Section 3.6.      Securities Redeemed in Part........................................................20
ARTICLE IV. COVENANTS.........................................................................................20
         Section 4.1.      Payment of Principal and Interest..................................................20
         Section 4.2.      SEC Reports........................................................................20
         Section 4.3.      Compliance Certificate.............................................................20
         Section 4.4.      Stay, Extension and Usury Laws.....................................................21
         Section 4.5.      Corporate Existence................................................................21
         Section 4.6.      Taxes..............................................................................21
ARTICLE V.  SUCCESSORS........................................................................................22
         Section 5.1.      When Company May Merge, Etc........................................................22
         Section 5.2.      Successor Corporation Substituted..................................................22
ARTICLE VI. DEFAULTS AND REMEDIES.............................................................................22
         Section 6.1.      Events of Default..................................................................22
         Section 6.2.      Acceleration of Maturity; Rescission and Annulment.................................24


                                        i


         Section 6.3.      Collection of Indebtedness and Suits for Enforcement by Trustee....................25
         Section 6.4.      Trustee May File Proofs of Claim...................................................26
         Section 6.5.      Trustee May Enforce Claims Without Possession of Securities........................26
         Section 6.6.      Application of Money Collected.....................................................27
         Section 6.7.      Limitation on Suits................................................................27
         Section 6.8.      Unconditional Right of Holders to Receive Principal and Interest...................28
         Section 6.9.      Restoration of Rights and Remedies.................................................28
         Section 6.10.     Rights and Remedies Cumulative.....................................................28
         Section 6.11.     Delay or Omission Not Waiver.......................................................28
         Section 6.12.     Control by Holders.................................................................28
         Section 6.13.     Waiver of Past Defaults............................................................29
         Section 6.14.     Undertaking for Costs..............................................................29
ARTICLE VII. TRUSTEE..........................................................................................29
         Section 7.1.      Duties of Trustee..................................................................29
         Section 7.2.      Rights of Trustee..................................................................31
         Section 7.3.      Individual Rights of Trustee.......................................................31
         Section 7.4.      Trustee's Disclaimer...............................................................31
         Section 7.5.      Notice of Defaults.................................................................32
         Section 7.6.      Reports by Trustee to Holders......................................................32
         Section 7.7.      Compensation and Indemnity.........................................................32
         Section 7.8.      Replacement of Trustee.............................................................33
         Section 7.9.      Successor Trustee by Merger, etc...................................................34
         Section 7.10.     Eligibility; Disqualification......................................................34
         Section 7.11.     Preferential Collection of Claims Against Company..................................34
ARTICLE VIII. SATISFACTION AND DISCHARGE;  DEFEASANCE.........................................................34
         Section 8.1.      Satisfaction and Discharge of Indenture............................................34
         Section 8.2.      Application of Trust Funds; Indemnification........................................35
         Section 8.3.      Legal Defeasance of Securities of any Series.......................................36
         Section 8.4.      Covenant Defeasance................................................................38
         Section 8.5.      Repayment to Company...............................................................39
         Section 8.6.      Subsidiary Guarantees..............................................................39
ARTICLE IX. AMENDMENTS AND WAIVERS............................................................................39
         Section 9.1.      Without Consent of Holders.........................................................39
         Section 9.2.      With Consent of Holders............................................................40
         Section 9.3.      Limitations........................................................................40
         Section 9.4.      Compliance with Trust Indenture Act................................................41
         Section 9.5.      Revocation and Effect of Consents..................................................41
         Section 9.6.      Notation on or Exchange of Securities..............................................41
         Section 9.7.      Trustee Protected..................................................................41
ARTICLE X. MISCELLANEOUS......................................................................................42
         Section 10.1.     Trust Indenture Act Controls.......................................................42
         Section 10.2.     Notices............................................................................42
         Section 10.3.     Communication by Holders with Other Holders........................................43
         Section 10.4.     Certificate and Opinion as to Conditions Precedent.................................43
         Section 10.5.     Statements Required in Certificate or Opinion......................................43
         Section 10.6.     Rules by Trustee and Agents........................................................44

                                       ii


         Section 10.7.     Legal Holidays.....................................................................44
         Section 10.8.     No Recourse Against Others.........................................................44
         Section 10.9.     Counterparts.......................................................................44
         Section 10.10.    Governing Laws.....................................................................44
         Section 10.11.    No Adverse Interpretation of Other Agreements......................................44
         Section 10.12.    Successors.........................................................................45
         Section 10.13.    Severability.......................................................................45
         Section 10.14.    Table of Contents, Headings, Etc...................................................45
         Section 10.15.    Securities in a Foreign Currency or in ECU.........................................45
         Section 10.16.    Judgment Currency..................................................................46
ARTICLE XI. SINKING FUNDS.....................................................................................46
         Section 11.1.     Applicability of Article...........................................................46
         Section 11.2.     Satisfaction of Sinking Fund Payments with Securities..............................47
         Section 11.3.     Redemption of Securities for Sinking Fund..........................................47
ARTICLE XII. SUBSIDIARY GUARANTEES............................................................................48
         Section 12.1.     Subsidiary Guarantee...............................................................48
         Section 12.2.     Limitation of Guarantor's Liability................................................49
ARTICLE XIII. Subordination...................................................................................50
         Section 13.1.     Agreement to Subordinate...........................................................50
         Section 13.2.     Liquidation; Dissolution; Bankruptcy...............................................50
         Section 13.3.     Default on Designated Senior Debt..................................................50
         Section 13.4.     Acceleration of Securities.........................................................51
         Section 13.5.     When Distribution Must be Paid Over................................................51
         Section 13.6.     Notice By Company..................................................................52
         Section 13.7.     Subrogation........................................................................52
         Section 13.8.     Relative Rights....................................................................52
         Section 13.9.     Subordination May Not Be Impaired by Company.......................................53
         Section 13.10.    Distribution or Notice to Representative...........................................53
         Section 13.11.    Rights of Trustee and Paying Agent.................................................53
         Section 13.12.    Authorization to Effect Subordination..............................................54
         Section 13.13.    Amendments.........................................................................54
         Section 13.14.    Subordination of Subsidiary Guarantees.............................................54
         Section 13.15.    Liquidation; Dissolution; Bankruptcy of a Guarantor................................54
         Section 13.16.    Default on Senior Debt of the Guarantor............................................55
         Section 13.17.    Acceleration of Securities; Duties of Guarantors...................................55
         Section 13.18.    When Distribution from Guarantor Must Be Paid Over.................................55
         Section 13.19.    Notice by a Guarantor..............................................................56
         Section 13.20.    Subrogation with Respect to Any Guarantor..........................................56
         Section 13.21.    Relative Rights with Respect to Any Guarantor......................................56
         Section 13.22.    Subordination May Not Be Impaired By Any Guarantor.................................57
         Section 13.23.    Distribution or Notice to Representative with Respect to Any
                           Guarantor..........................................................................57
         Section 13.24.    Rights of Trustee and Paying Agent with Respect to Any Guarantor...................57
         Section 13.25.    Authorization to Effect Subordination with Respect to Any Guarantor................58
         Section 13.26.    Amendments with Respect to Any Guarantor...........................................58
         Section 13.27.    Limitation of Guarantor's Liability................................................58



                                      iii


                           IRON MOUNTAIN INCORPORATED

         Reconciliation and tie between Trust Indenture Act of 1939 and
                     Indenture, dated as of _________, 200_


ss.310(a)(1)       ....................................    7.10
       (a)(2)     ....................................     7.10
       (a)(3)     ....................................     Not Applicable
       (a)(4)     ....................................     Not Applicable
       (a)(5)     ....................................     7.10
          (b)     ....................................     7.10
   ss. 310(c)     ....................................     Not Applicable
   ss. 311(a)     ....................................     7.11
          (b)     ....................................     7.11
          (c)     ....................................     Not Applicable
   ss. 312(a)     ....................................     2.6
          (b)     ....................................     10.3
          (c)     ....................................     10.3
   ss. 313(a)     ....................................     7.6
       (b)(1)     ....................................     7.6
       (b)(2)     ....................................     7.6
       (c)(1)     ....................................     7.6
       (c)(2)     ....................................     7.6
       (c)(3)     ....................................     7.6
          (d)     ....................................     7.6
   ss. 314(a)     ....................................     4.2, 4.3, 10.5
          (b)     ....................................     Not Applicable
       (c)(1)     ....................................     10.4
       (c)(2)     ....................................     10.4
       (c)(3)     ....................................     Not Applicable
          (d)     ....................................     Not Applicable
          (e)     ....................................     10.5
          (f)     ....................................     Not Applicable
   ss. 315(a)     ....................................     7.1(b)
          (b)     ....................................     7.5
          (c)     ....................................     7.1
          (d)     ....................................     7.1
          (e)     ....................................     6.14
   ss. 316(a)     ....................................     2.10
    (a)(1)(A)     ....................................     6.12
    (a)(1)(B)     ....................................     6.13
          (b)     ....................................     6.8
   ss. 316(c)     ....................................     2.14
  ss.317(a)(1)     ....................................     6.3
       (a)(2)     ....................................     6.4
          (b)     ....................................     2.5

                                       iv


   ss. 318(a)     ....................................     10.1
          (b)     ....................................     Not Applicable
          (c)     ....................................     Not Applicable

         Note:    This  reconciliation  and tie shall not, for any  purpose,  be
                  deemed to be part of the Indenture.

                                       v


                  Subordinated  Indenture dated as of ___________,  200_ between
Iron Mountain Incorporated, a Pennsylvania corporation ("Company"), and [Name of
Trustee], a ________________ ("Trustee").

                  Each  party  agrees as  follows  for the  benefit of the other
party and for the equal and  ratable  benefit of the  Holders of the  Securities
issued under this Indenture.

                                   ARTICLE I.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.1. Definitions.

                  "Additional  Amounts" means any  additional  amounts which are
required  hereby or by any Security,  under  circumstances  specified  herein or
therein,  to be paid by the  Company  in respect  of  certain  taxes  imposed on
Holders specified therein and which are owing to such Holders.

                  "Affiliate"  of any  specified  person  means any other person
directly or indirectly  controlling or controlled by or under direct or indirect
common control with such specified person.  For the purposes of this definition,
"control" (including,  with correlative meanings,  the terms "controlled by" and
"under common control with"), as used with respect to any person, shall mean the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction  of the  management  or policies of such person,  whether  through the
ownership of voting securities or by agreement or otherwise.

                  "Agent" means any Registrar, Paying Agent or Service Agent.

                  "Authorized  Newspaper"  means  a  newspaper  in  an  official
language of the country of publication customarily published at least once a day
for at least five days in each calendar week and of general  circulation  in the
place in connection  with which the term is used. If it shall be  impractical in
the opinion of the Trustee to make any publication of any notice required hereby
in an Authorized Newspaper, any publication or other notice in lieu thereof that
is made or given by the Trustee  shall  constitute a sufficient  publication  of
such notice.

                  "Bearer"  means  anyone in  possession  from time to time of a
Bearer Security.

                  "Bearer  Security" means any Security,  including any interest
coupon appertaining thereto, that does not provide for the identification of the
Holder thereof.

                  "Board  of  Directors"  means the  Board of  Directors  of the
Company or any duly authorized committee thereof.

                  "Board  Resolution" means a copy of a resolution  certified by
the  Secretary or an Assistant  Secretary of the Company to have been adopted by
the Board of  Directors or pursuant to  authorization  by the Board of Directors
and to be in full force and effect on the date of the  certificate and delivered
to the Trustee.


                  "Business  Day"  means,  unless  otherwise  provided  by Board
Resolution,  Officers'  Certificate  or  supplemental  indenture  hereto  for  a
particular Series,  any day except a Saturday,  Sunday or a legal holiday in The
City of New York or the City of  ___________ on which banking  institutions  are
authorized or required by law, regulation or executive order to close.

                  "Capital   Lease   Obligation"   means,   at  the   time   any
determination thereof is to be made, the amount of the liability in respect of a
capital  lease that would at such time be so required to be  capitalized  on the
balance sheet in accordance with GAAP.

                  "Capital   Stock"   means  any  and  all  shares,   interests,
participations,  rights or other equivalents  (however  designated) of corporate
stock, including, without limitation, with respect to partnerships,  partnership
interests  (whether  general or limited) and any other interest or participation
that  confers on a person the right to receive a share of the profits and losses
of, or distributions of assets of, such partnership.

                  "Company"  means  the  party  named  as  such  above  until  a
successor replaces it and thereafter means the successor.

                  "Company  Order"  means a written  order signed in the name of
the Company by two Officers,  one of whom must be the Company's  chief executive
officer, chief financial officer or chief accounting officer.

                  "Company  Request" means a written  request signed in the name
of the Company by its Chairman of the Board,  a President  or a Vice  President,
and by its  Treasurer,  an Assistant  Treasurer,  its  Secretary or an Assistant
Secretary, and delivered to the Trustee.

                  "Corporate  Trust  Office"  means the office of the Trustee at
which at any particular  time its corporate  trust business shall be principally
administered.

                  "Credit Agent" means The Chase Manhattan Bank, in its capacity
as administrative  agent for the lenders party to the Credit Agreement,  and The
Chase Manhattan Bank Canada,  in its capacity as Canadian  administrative  agent
for the lenders  party to the Credit  Agreement,  or any successor or successors
party thereto.

                  "Credit  Agreement"  means that  certain  Fourth  Amended  and
Restated  Credit  Agreement  dated as of August 14, 2000, as amended,  among the
Company,  Iron Mountain  Canada  Corporation,  the lenders party thereto and the
Credit Agent, as further amended,  restated,  supplemented,  modified,  renewed,
refunded, increased, extended, replaced or refinanced from time to time.

                  "Debt"  of  any   person  as  of  any  date   means,   without
duplication,  all  indebtedness  of such  person in respect of  borrowed  money,
including all interest,  fees and expenses owed in respect  thereto  (whether or
not the  recourse  of the lender is to the whole of the assets of such person or
only to a portion thereof), or evidenced by bonds, notes,  debentures or similar
instruments.

                                       2


                  "Default" means any event which is, or after notice or passage
of time would be, an Event of Default.

                  "Depository"  means,  with  respect to the  Securities  of any
Series  issuable or issued in whole or in part in the form of one or more Global
Securities,  the person designated as Depository for such Series by the Company,
which Depository  shall be a clearing agency  registered under the Exchange Act;
and if at any time there is more than one such person, "Depository" as used with
respect to the Securities of any Series shall mean the  Depository  with respect
to the Securities of such Series.

                  "Designated  Senior  Debt"  means (a) Senior Bank Debt and (b)
other Senior Debt the principal  amount of which is $50.0 million or more at the
date of  designation  by the Company in a written  instrument  delivered  to the
Trustee; provided that Senior Debt designated as Designated Senior Debt pursuant
to clause  (b) shall  cease to be  Designated  Senior  Debt at any time that the
aggregate principal amount thereof outstanding is $10.0 million or less.

                  "Discount  Security"  means any Security  that provides for an
amount less than the stated  principal amount thereof to be due and payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.2.

                  "Disqualified  Stock" means any Capital  Stock  which,  by its
terms (or by the terms of any security into which it is convertible or for which
it is  exchangeable),  or  upon  the  happening  of  any  event,  matures  or is
mandatorily  redeemable,  for cash or other  property  (other than Capital Stock
that is not  Disqualified  Stock)  pursuant  to a  sinking  fund  obligation  or
otherwise,  or is redeemable  at the option of the  Securityholder  thereof,  in
whole  or in  part,  in each  case on or prior  to the  stated  maturity  of the
Securities.

                  "Dollars" means the currency of The United States of America.

                  "ECU" means the European  Currency  Unit as  determined by the
Commission of the European Union.

                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended.

                  "Existing  Senior  Subordinated   Securities"  means  (i)  the
11-1/8%  Senior  Subordinated  Notes  due 2006 of the  Company  in an  aggregate
original  principal  amount of  US$200,000,000  issued  pursuant  to the  Senior
Subordinated Notes Indenture, dated as of July 15, 1996, between the Company and
United  States Trust Company of New York,  as trustee,  (ii) the 10-1/8%  Senior
Subordinated Notes due 2006 of the Company in the aggregate  principal amount of
US$165,000,000 issued pursuant to the Senior Subordinated Notes Indenture, dated
as of October 1, 1996 between the Company and First Bank  National  Association,
as trustee,  (iii) the 9-1/8% Senior  Subordinated Notes due 2007 of the Company
in an aggregate principal amount of US$120,000,000 issued pursuant to the Senior
Subordinated  Notes Indenture,  dated as of July 7, 1997 between the Company and
The Bank of New York, as trustee,  (iv) the 8-3/4% Senior Subordinated Notes due
2009 of the Company in an aggregate  original principal amount of US$250,000,000
issued pursuant to the Senior  Subordinated  Notes indenture dated as of October
24, 1997 between the Company and The Bank of New York,  as trustee,  and (v) the
8-

                                       3


1/4%  Senior  Subordinated  Notes  due 2011 of the  Company  in the  aggregate
original  principal  amount of  US$150,000,000  issued  pursuant  to the  Senior
Subordinated  Notes Indenture dated as of April 26, 1999 between the Company and
the Bank of New York, as trustee.

                  "Foreign  Currency" means any currency or currency unit issued
by a government other than the government of The United States of America.

                  "Foreign   Government   Obligations"  means  with  respect  to
Securities of any Series that are denominated in a Foreign Currency,  (i) direct
obligations of the  government  that issued or caused to be issued such currency
for the  payment  of which  obligations  its full faith and credit is pledged or
(ii) obligations of a person  controlled or supervised by or acting as an agency
or   instrumentality   of  such  government  the  timely  payment  of  which  is
unconditionally  guaranteed  as a full  faith  and  credit  obligation  by  such
government, which, in either case under clauses (i) or (ii), are not callable or
redeemable at the option of the issuer thereof.

                  "GAAP" means  generally  accepted  accounting  principles  set
forth in the opinions and  pronouncements of the Accounting  Principles Board of
the American  Institute of  Certified  Public  Accountants  and  statements  and
pronouncements  of the  Financial  Accounting  Standards  Board or in such other
statements by such other entity as have been  approved by a significant  segment
of the accounting profession, which are in effect on the date of this Indenture.

                  "Global  Security" or "Global  Securities" means a Security or
Securities,  as the case may be, in the form established pursuant to Section 2.2
evidencing all or part of a Series of  Securities,  issued to the Depository for
such Series or its nominee,  and  registered  in the name of such  Depository or
nominee.

                  "Guarantee"  means,  as  applied  to  any  obligation,  (a)  a
guarantee (other than by endorsement of negotiable instruments for collection in
the ordinary course of business), direct or indirect, in any manner, of any part
or all of such obligation and (b) an agreement,  direct or indirect,  contingent
or otherwise,  the practical effect of which is to assure in any way the payment
or performance (or payment of damages in the event of non-performance) of all or
any part of such  obligation,  including,  without  limiting the foregoing,  the
obligation to reimburse amounts drawn down under letters of credit securing such
obligations.

                  "Hedging  Obligations"  means, with respect to any person, the
obligations  of such person under (a) interest  rate swap  agreements,  interest
rate cap agreements and interest rate collar agreements and (b) other agreements
or arrangements designed to protect such person against fluctuations in interest
rates.

                  "Holder"  or  "Securityholder"  means a person in whose name a
Security is registered or the holder of a Bearer Security.

                  "Indebtedness"  means (without  duplication),  with respect to
any  person,  whether  recourse  is to all or a  portion  of the  assets of such
person,  and whether or not contingent,  (a) every obligation of such person for
money  borrowed,  (b)  every  obligation  of such  person  evidenced  by  bonds,
debentures,   notes  or  other  similar  instruments,  (c)  every  reimbursement
obligation  of  such  person  with  respect  to  letters  of  credit,   bankers'
acceptances  or similar

                                       4


facilities  issued for the account of such person,  (d) every obligation of such
person issued or assumed as the deferred purchase price of property or services,
(e) every  Capital  Lease  Obligation  and every  obligation  of such  person in
respect  of Sale  and  Leaseback  Transactions  that  would  be  required  to be
capitalized on the balance sheet in accordance  with GAAP, (f) all  Disqualified
Stock of such  person  valued at the  greater of its  voluntary  or  involuntary
maximum  fixed  repurchase  price,  plus  accrued and unpaid  dividends  (unless
included in such maximum  repurchase  price), (g) all obligations of such person
under or with  respect to Hedging  Obligations  which  would be  required  to be
reflected on the balance sheet as a liability of such person in accordance  with
GAAP and (h) every obligation of the type referred to in clauses (a) through (g)
of another  person and  dividends  of another  person the  payment of which,  in
either case, such person has guaranteed.  For purposes of this  definition,  the
"maximum fixed repurchase price" of any Disqualified  Stock that does not have a
fixed  repurchase  price will be calculated in accordance with the terms of such
Disqualified Stock as if such Disqualified Stock were repurchased on any date on
which Indebtedness is required to be determined pursuant to this Indenture,  and
if such price is based  upon,  or  measured  by, the fair  market  value of such
Disqualified  Stock,  such fair market value will be determined in good faith by
the board of directors of the issuer of such Disqualified Stock. Notwithstanding
the foregoing,  trade accounts  payable and accrued  liabilities  arising in the
ordinary course of business and any liability for federal,  state or local taxes
or other  taxes owed by such  person  will not be  considered  Indebtedness  for
purposes  of  this  definition.  The  amount  outstanding  at  any  time  of any
Indebtedness  issued with original  issue  discount is the  aggregate  principal
amount at maturity of such Indebtedness,  less the remaining unamortized portion
of the original issue discount of such  Indebtedness at such time, as determined
in accordance with GAAP.

                  "Indenture"  means this Indenture as amended from time to time
and  shall  include  the  form and  terms of  particular  Series  of  Securities
established as contemplated hereunder.

                  "interest" with respect to any Discount  Security which by its
terms bears interest only after Maturity, means interest payable after Maturity.
                  "Maturity,"   when  used  with  respect  to  any  Security  or
installment of principal thereof,  means the date on which the principal of such
Security or such installment of principal  becomes due and payable as therein or
herein   provided,   whether  at  the  Stated  Maturity  or  by  declaration  of
acceleration,  call for  redemption,  notice  of option  to elect  repayment  or
otherwise.

                  "Maturity Date" means _________________.

                  "Obligations"   means  any  principal,   interest   (including
post-petition  interest,  whether or not allowed as a claim in any  proceeding),
penalties, fees, costs, expenses, indemnifications,  reimbursements, damages and
other liabilities payable under or in connection with any Indebtedness.

                  "Officer"  means  the  Chairman  of  the  Board,,   the  Chief
Executive  Officer,  the  President,  the  Chief  Operating  Officer,  the Chief
Financial  Officer,  any  Vice-President,  the Treasurer,  the  Controller,  the
Secretary, any Assistant Treasurer or any Assistant Secretary of any person.

                                       5


                  "Officers'  Certificate" means a certificate signed by any two
of the Chairman of the Board,  the President,  chief  executive  officer,  chief
financial  officer or chief accounting  officer,  the Controller or an Executive
Vice President of the Company.

                  "Opinion of Counsel" means a written  opinion of legal counsel
who is acceptable  to the Trustee.  The counsel may be an employee of or counsel
to the Company.

                  "person" means any individual, corporation, partnership, joint
venture,  association,  limited liability company,  joint-stock company,  trust,
unincorporated organization or government or any agency or political subdivision
thereof.

                  "principal"  of a Security means the principal of the Security
plus, when appropriate,  the premium,  if any, on, and any Additional Amounts in
respect of, the Security.

                  "Responsible  Officer" means any officer of the Trustee in its
Corporate  Trust Office and also means,  with respect to a particular  corporate
trust matter,  any other officer to whom any corporate  trust matter is referred
because of his or her knowledge of and familiarity with a particular subject.

                  "Representative" means, for purposes of Article 13, the Credit
Agent or other  agent,  trustee or  representative  for any  Senior  Debt of the
Company.

                  "Sale and  Leaseback  Transaction"  means any  transaction  or
series of related transactions pursuant to which a person sells or transfers any
property  or asset  in  connection  with  the  leasing,  or the  resale  against
installment payments, of such property or asset to the seller or transferor.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities"  means  the  debentures,   notes  or  other  debt
instruments of the Company of any Series  authenticated and delivered under this
Indenture.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Senior Bank Debt" means all Obligations  outstanding under or
in  connection  with  the  Credit  Agreement   (including   Guarantees  of  such
Obligations by Subsidiaries of the Company).

                  "Senior Debt" means (a) the Senior Bank Debt and (b) any other
Indebtedness  permitted  to  be  incurred  by  the  Company  or  any  Restricted
Subsidiary,  as the case may be, under the terms of this  Indenture,  unless the
instrument under which such Indebtedness is incurred  expressly provides that it
is on a parity with or  subordinated  in right of payment to the  Securities  or
subordinated  to  Senior  Debt on terms  substantially  similar  to those of the
Securities.  Notwithstanding  anything to the contrary in the foregoing,  Senior
Debt shall not include (i) any  liability  for  federal,  state,  local or other
taxes owed or owing by the Company,  (ii) any Indebtedness of the Company to any
of its  Subsidiaries or other  Affiliates,  (iii) any trade payables or (iv) any
Indebtedness that is incurred in violation of this Indenture  provided that such
Indebtedness  shall be deemed  not to have been  incurred  in  violation  of the
Indenture  for

                                       6


purposes of this clause (iv) if, in the case of any obligations under the Credit
Agreement,  the holders of such  obligations  or their  agent or  representative
shall have  received a  representation  from the  Company to the effect that the
incurrence  of  such  Indebtedness  does  not  violate  the  provisions  of this
Indenture.

                  "Series"  or  "Series  of  Securities"  means  each  series of
debentures,  notes or other debt  instruments of the Company created pursuant to
Sections 2.1 and 2.2 hereof.

                  "Significant   Subsidiary"   means  any  direct  or   indirect
Subsidiary of the Company that would be a "significant subsidiary" as defined in
Article 1, Rule 1-02 of Regulation S-X,  promulgated  pursuant to the Securities
Act of 1933, as amended, as such regulation is in effect on the date hereof.

                  "Stated  Maturity"  when used with  respect to any Security or
any  installment  of  principal  thereof  or  interest  thereon,  means the date
specified  in such  Security  as the fixed date on which the  principal  of such
Security or such installment of principal or interest is due and payable.

                  "Subsidiary" of any specified  person means any corporation of
which at least a majority of the  outstanding  stock having by the terms thereof
ordinary  voting  power  for the  election  of  directors  of  such  corporation
(irrespective  of whether or not at the time stock of any other class or classes
of such  corporation  shall  have or might  have  voting  power by reason of the
happening of any  contingency)  is at the time directly or  indirectly  owned by
such person, or by one or more other Subsidiaries,  or by such person and one or
more other Subsidiaries.

                  "Subsidiary  Guarantee"  means  a  Guarantee  of  a  Guarantor
pursuant to Article 12 hereof.

                  "TIA"  means the  Trust  Indenture  Act of 1939 (15 U.S.  Code
ss.ss.  77aaa-77bbbb)  as in  effect  on the date of this  Indenture;  provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such
date,  "TIA"  means,  to the extent  required by any such  amendment,  the Trust
Indenture Act as so amended.

                  "Trustee" means the person named as the "Trustee" in the first
paragraph of this  instrument  until a successor  Trustee shall have become such
pursuant  to  the  applicable  provisions  of  this  Indenture,  and  thereafter
"Trustee" shall mean or include each person who is then a Trustee hereunder, and
if at any time  there  is more  than one such  person,  "Trustee"  as used  with
respect to the  Securities  of any Series shall mean the Trustee with respect to
Securities of that Series.

                  "U.S.  Government  Obligations" means securities which are (i)
direct  obligations of The United States of America for the payment of which its
full faith and credit is pledged or (ii)  obligations of a person  controlled or
supervised by and acting as an agency or instrumentality of The United States of
America the payment of which is  unconditionally  guaranteed as a full faith and
credit obligation by The United States of America,  and which in the case of (i)
and (ii) are not callable or redeemable at the option of the issuer thereof, and
shall also include a  depository  receipt  issued by a bank or trust  company as
custodian  with  respect to any such U.S.

                                       7


Government  Obligation or a specific  payment of interest on or principal of any
such U.S.  Government  Obligation  held by such custodian for the account of the
holder of a depository  receipt,  provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such  depository  receipt from any amount received by the custodian in
respect of the U.S. Government Obligation evidenced by such depository receipt.

         Section 1.2. Other Definitions.

TERM                                                        DEFINED IN
                                                              SECTION

"Bankruptcy Law"                                                 6.1
"Benefited Party"                                               12.1
"Custodian"                                                      6.1
"Event of Default"                                               6.1
"Guarantor"                                                     12.1
"Journal"                                                       10.15
"Judgment Currency"                                             10.16
"Legal Holiday"                                                 10.7
"mandatory sinking fund payment"                                11.1
"Market Exchange Rate"                                          10.15
"New York Banking Day"                                          10.16
"Non-Monetary Default                                           13.3
"optional sinking fund payment"                                 11.1
"Paying Agent"                                                   2.4
"Payment Blockage Notice"                                       13.3
"Payment Default"                                               13.3
"Registrar"                                                      2.4
"Required Currency"                                             10.16
"Service Agent"                                                  2.4
"successor person"                                               5.1


         Section 1.3. Incorporation by Reference of Trust Indenture Act.

                  Whenever this Indenture  refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Securities and the Subsidiary
                  Guarantees, if any.

                  "indenture security holder" means a Securityholder.

                  "indenture to be qualified" means this Indenture.

                                       8


                  "indenture  trustee"  or  "institutional  trustee"  means  the
                  Trustee.

                  "obligor" on the indenture  securities means the Company,  the
                  Guarantors,  if  any,  and  any  successor  obligor  upon  the
                  Securities or any Subsidiary Guarantee, as the case may be.

                  All other terms used in this Indenture that are defined by the
TIA,  defined by TIA  reference to another  statute or defined by SEC rule under
the TIA and not otherwise defined herein are used herein as so defined.

         Section 1.4. Rules of Construction.

                  Unless the context otherwise requires:

                  (a) a term has the meaning assigned to it;

                  (b) an accounting  term not otherwise  defined has the meaning
         assigned  to  it  in  accordance  with  generally  accepted  accounting
         principles;

                  (c) references to "generally accepted  accounting  principles"
         shall mean generally accepted accounting principles in effect as of the
         time when and for the period as to which such accounting principles are
         to be applied;

                  (d) "or" is not exclusive;

                  (e)  words in the  singular  include  the  plural,  and in the
         plural include the singular; and

                  (f) provisions apply to successive events and transactions.

                  (g)  references  to sections of or rules under the  Securities
         Act  or the  Exchange  Act  shall  be  deemed  to  include  substitute,
         replacement or successor sections or rules adopted by the SEC from time
         to time.


                                  ARTICLE II.
                                 THE SECURITIES

         Section 2.1. Issuable in Series.

                  The  aggregate  principal  amount  of  Securities  that may be
authenticated  and delivered  under this Indenture is unlimited.  The Securities
may be  issued  in one or more  Series.  All  Securities  of a  Series  shall be
identical  except  as may be set  forth in a Board  Resolution,  a  supplemental
indenture  or an  Officers'  Certificate  detailing  the  adoption  of the terms
thereof pursuant to the authority granted under a Board Resolution.  In the case
of Securities of a Series to be issued from time to time, the Board  Resolution,
Officers'  Certificate or  supplemental  indenture may provide for the method by
which specified terms (such as interest rate, maturity

                                       9


date,  record  date  or  date  from  which  interest  shall  accrue)  are  to be
determined.  Securities  may differ  between  Series in respect of any  matters,
provided that all Series of Securities  shall be equally and ratably entitled to
the benefits of the Indenture.

         Section 2.2. Establishment of Terms of Series of Securities.

                  At or prior to the issuance of any Securities within a Series,
the following shall be established (as to the Series  generally,  in the case of
Subsection 2.2.1 and either as to such Securities within the Series or as to the
Series  generally in the case of  Subsections  2.2.2 through  2.2.21) by a Board
Resolution,  a supplemental  indenture or an Officers'  Certificate  pursuant to
authority granted under a Board Resolution:

                  2.2.1.  the title of the Series (which shall  distinguish  the
Securities of that particular Series from the Securities of any other Series);

                  2.2.2.  the price or prices  (expressed as a percentage of the
principal amount thereof) at which the Securities of the Series will be issued;

                  2.2.3.  any limit upon the aggregate  principal  amount of the
Securities of the Series which may be  authenticated  and  delivered  under this
Indenture  (except for Securities  authenticated and delivered upon registration
of transfer  of, or in  exchange  for, or in lieu of,  other  Securities  of the
Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 9.6);

                  2.2.4.  the  date or  dates  on  which  the  principal  of the
Securities of the Series is payable;

                  2.2.5.  the rate or rates (which may be fixed or variable) per
annum  or,  if  applicable,  the  method  used to  determine  such rate or rates
(including,  but not limited to, any commodity,  commodity index, stock exchange
index or  financial  index) at which the  Securities  of the  Series  shall bear
interest,  if any,  the date or dates from which such  interest,  if any,  shall
accrue, the date or dates on which such interest,  if any, shall commence and be
payable and any regular  record date for the  interest  payable on any  interest
payment date;

                  2.2.6.  the  place  or  places  where  the  principal  of  and
interest,  if any, on the  Securities  of the Series  shall be  payable,  or the
method of such payment, if by wire transfer, mail or other means;

                  2.2.7. if applicable,  the period or periods within which, the
price or prices at which and the terms and conditions  upon which the Securities
of the  Series  may be  redeemed,  in  whole or in part,  at the  option  of the
Company;

                  2.2.8.  the  obligation,  if any,  of the Company to redeem or
purchase the Securities of the Series  pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods within
which,  the price or prices at which  and the terms and  conditions  upon  which
Securities  of the Series shall be redeemed or  purchased,  in whole or in part,
pursuant to such obligation;

                                       10


                  2.2.9.  the dates, if any, on which and the price or prices at
which the  Securities  of the Series will be  repurchased  by the Company at the
option of the Holders  thereof and other  detailed  terms and provisions of such
repurchase obligations;

                  2.2.10. if other than denominations of $1,000 and any integral
multiple thereof,  the denominations in which the Securities of the Series shall
be issuable;

                  2.2.11. the forms of the Securities of the Series in bearer or
fully registered form (and, if in fully registered form,  whether the Securities
will be issuable as Global Securities);

                  2.2.12.  if  other  than the  principal  amount  thereof,  the
portion of the  principal  amount of the  Securities of the Series that shall be
payable upon  declaration of  acceleration of the maturity  thereof  pursuant to
Section 6.2;

                  2.2.13.  the currency of denomination of the Securities of the
Series, which may be Dollars or any Foreign Currency, including, but not limited
to, the ECU, and if such currency of denomination is a composite  currency other
than the ECU, the agency or  organization,  if any,  responsible  for overseeing
such composite currency;

                  2.2.14.  the  designation  of  the  currency,   currencies  or
currency units in which payment of the principal of and interest, if any, on the
Securities of the Series will be made;

                  2.2.15.  if payments of principal  of or interest,  if any, on
the  Securities  of the  Series  are to be  made in one or  more  currencies  or
currency  units  other  than  that  or  those  in  which  such   Securities  are
denominated, the manner in which the exchange rate with respect to such payments
will be determined;

                  2.2.16.  the  manner  in  which  the  amounts  of  payment  of
principal  of or  interest,  if any,  on the  Securities  of the Series  will be
determined,  if such amounts may be determined by reference to an index based on
a currency or currencies or by reference to a commodity,  commodity index, stock
exchange index or financial index;

                  2.2.17.  the  provisions,  if any,  relating  to any  security
provided for the Securities of the Series;

                  2.2.18.  any  addition  to or change in the  Events of Default
which applies to any Securities of the Series and any change in the right of the
Trustee or the  requisite  Holders of such  Securities  to declare the principal
amount thereof due and payable pursuant to Section 6.2;

                  2.2.19.  any addition to or change in the  covenants set forth
in Articles IV or V which applies to Securities of the Series;

                  2.2.20. any other terms of the Securities of the Series (which
terms shall not be inconsistent with the provisions of this Indenture, except as
permitted by Section  9.1, but which may modify or delete any  provision of this
Indenture insofar as it applies to such Series); and

                                       11


                  2.2.21.  any depositories,  interest rate calculation  agents,
exchange rate  calculation  agents or other agents with respect to Securities of
such Series if other than those appointed herein.

                  All  Securities  of any one  Series  need not be issued at the
same time and may be issued from time to time, consistent with the terms of this
Indenture,  if so provided by or pursuant to the Board Resolution,  supplemental
indenture  or  Officers'  Certificate  referred  to  above,  and the  authorized
principal  amount of any Series may not be increased to provide for issuances of
additional  Securities of such Series,  unless otherwise  provided in such Board
Resolution, supplemental indenture or Officers' Certificate.

         Section 2.3. Execution and Authentication.

                  Two  Officers  shall sign the  Securities  for the  Company by
manual or  facsimile  signature.  An  Officer of each  Guarantor  shall sign the
Subsidiary Guarantee for the Guarantor by manual or facsimile signature.

                  If an Officer  whose  signature is on a Security or Subsidiary
Guarantee no longer holds that office at the time the Security is authenticated,
the Security or Subsidiary Guarantee shall nevertheless be valid.

                  A  Security  shall  not be valid  until  authenticated  by the
manual signature of the Trustee or an authenticating  agent. The signature shall
be  conclusive  evidence  that the  Security has been  authenticated  under this
Indenture.

                  The  Trustee  shall  at any  time,  and  from  time  to  time,
authenticate  Securities for original issue in the principal  amount provided in
the Board Resolution,  supplemental  indenture hereto or Officers'  Certificate,
upon receipt by the Trustee of a Company Order. Such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from the
Company or its duly authorized agent or agents, which oral instructions shall be
promptly  confirmed  in writing.  Each  Security  shall be dated the date of its
authentication  unless otherwise provided by a Board Resolution,  a supplemental
indenture hereto or an Officers' Certificate.

                  The  aggregate  principal  amount of  Securities of any Series
outstanding  at any time may not  exceed any limit  upon the  maximum  principal
amount for such Series set forth in the Board Resolution, supplemental indenture
hereto or Officers'  Certificate  delivered  pursuant to Section 2.2,  except as
provided in Section 2.8.

                  Prior to the issuance of Securities of any Series, the Trustee
shall have  received and  (subject to Section  7.2) shall be fully  protected in
relying on: (a) the Board Resolution, supplemental indenture hereto or Officers'
Certificate  establishing  the  form  of the  Securities  of that  Series  or of
Securities  within that Series and the terms of the Securities of that Series or
of Securities within that Series,  (b) an Officers'  Certificate  complying with
Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4.

                  The  Trustee  shall have the right to decline to  authenticate
and deliver any Securities of such Series: (a) if the Trustee,  being advised by
counsel,  determines  that such

                                       12


action may not  lawfully  be taken;  or (b) if the  Trustee in good faith by its
board of  directors  or trustees,  executive  committee or a trust  committee of
directors and/or  vice-presidents  shall determine that such action would expose
the Trustee to personal  liability to Holders of any then outstanding  Series of
Securities.

                  The Trustee may appoint an authenticating  agent acceptable to
the Company to authenticate Securities. An authenticating agent may authenticate
Securities  whenever the Trustee may do so. Each  reference in this Indenture to
authentication  by  the  Trustee  includes  authentication  by  such  agent.  An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate.

         Section 2.4. Registrar and Paying Agent.

                  The Company  shall  maintain,  with  respect to each Series of
Securities,  at the  place or  places  specified  with  respect  to such  Series
pursuant to Section 2.2, an office or agency where Securities of such Series may
be presented or surrendered for payment  ("Paying  Agent"),  where Securities of
such  Series  may be  surrendered  for  registration  of  transfer  or  exchange
("Registrar") and where notices and demands to or upon the Company in respect of
the  Securities  of such  Series  and this  Indenture  may be  served  ("Service
Agent").  The  Registrar  shall keep a register  with  respect to each Series of
Securities  and to their  transfer  and  exchange.  The Company will give prompt
written  notice to the  Trustee of the name and  address,  and any change in the
name or address,  of each  Registrar,  Paying Agent or Service Agent.  If at any
time the Company  shall fail to maintain  any such  required  Registrar,  Paying
Agent or Service  Agent or shall fail to furnish the  Trustee  with the name and
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate  Trust Office of the Trustee,  and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

                  The Company may also from time to time  designate  one or more
co-registrars,  additional  paying agents or additional  service  agents and may
from time to time rescind such  designations;  provided,  however,  that no such
designation  or  rescission  shall in any  manner  relieve  the  Company  of its
obligations  to maintain a  Registrar,  Paying  Agent and Service  Agent in each
place so specified pursuant to Section 2.2 for Securities of any Series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation  or rescission  and of any change in the name or address of any such
co-registrar,  additional  paying agent or additional  service  agent.  The term
"Registrar"  includes any  co-registrar;  the term "Paying  Agent"  includes any
additional  paying agent;  and the term "Service  Agent" includes any additional
service agent.

                  The Company hereby appoints the Trustee the initial Registrar,
Paying Agent and Service Agent for each Series unless another Registrar,  Paying
Agent or  Service  Agent,  as the case may be,  is  appointed  prior to the time
Securities of that Series are first issued.

         Section 2.5. Paying Agent to Hold Money in Trust.

                  The Company  shall  require  each Paying  Agent other than the
Trustee to agree in writing  that the Paying  Agent will hold in trust,  for the
benefit of  Securityholders  of any Series

                                       13


of  Securities,  or the  Trustee,  all money  held by the  Paying  Agent for the
payment of principal of or interest on the Series of Securities, and will notify
the Trustee of any default by the Company or the  Guarantors  in making any such
payment.  While any such  default  continues,  the  Trustee may require a Paying
Agent to pay all money held by it to the  Trustee.  The  Company at any time may
require a Paying Agent to pay all money held by it to the Trustee.  Upon payment
over  to the  Trustee,  the  Paying  Agent  (if  other  than  the  Company  or a
Subsidiary)  shall have no further  liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of  Securityholders  of any Series of Securities  all money
held by it as Paying Agent.

         Section 2.6. Securityholder Lists.

                  The  Trustee  shall  preserve  in  as  current  a  form  as is
reasonably  practicable  the most recent list  available  to it of the names and
addresses of  Securityholders  of each Series of Securities and shall  otherwise
comply with TIA ss.  312(a).  If the Trustee is not the  Registrar,  the Company
shall furnish to the Trustee at least ten days before each interest payment date
and at such other times as the  Trustee  may request in writing a list,  in such
form and as of such date as the Trustee may reasonably require, of the names and
addresses of Securityholders of each Series of Securities.

         Section 2.7. Transfer and Exchange.

                  Where Securities of a Series are presented to the Registrar or
a co-registrar  with a request to register a transfer or to exchange them for an
equal  principal  amount of Securities of the same Series,  the Registrar  shall
register  the  transfer  or make  the  exchange  if its  requirements  for  such
transactions are met. To permit  registrations  of transfers and exchanges,  the
Trustee shall  authenticate  Securities at the Registrar's  request.  No service
charge  shall be made for any  registration  of transfer or exchange  (except as
otherwise expressly permitted herein),  but the Company may require payment of a
sum sufficient to cover any transfer tax or similar  governmental charge payable
in  connection   therewith   (other  than  any  such  transfer  tax  or  similar
governmental  charge  payable upon  exchanges  pursuant to Sections 2.11, 3.6 or
9.6).

                  Neither the Company nor the Registrar shall be required (a) to
issue,  register the transfer of, or exchange  Securities  of any Series for the
period beginning at the opening of business  fifteen days immediately  preceding
the mailing of a notice of redemption of Securities of that Series  selected for
redemption  and ending at the close of business on the day of such  mailing,  or
(b) to register the transfer of or exchange  Securities of any Series  selected,
called or being called for  redemption as a whole or the portion being  redeemed
of any such Securities selected, called or being called for redemption in part.

         Section 2.8. Mutilated, Destroyed, Lost and Stolen Securities.

                  If any mutilated  Security is surrendered to the Trustee,  the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new  Security  of the same  Series  and of like  tenor and  principal
amount and bearing a number not contemporaneously outstanding.

                                       14


                  If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such  security or  indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such  Security has been  acquired by a bona fide
purchaser,  the Company  shall  execute  and upon its request the Trustee  shall
authenticate  and make  available for delivery,  in lieu of any such  destroyed,
lost or stolen Security, a new Security of the same Series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

                  In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable,  the Company in its discretion
may, instead of issuing a new Security, pay such Security.

                  Upon the issuance of any new Security under this Section,  the
Company may require  the payment of a sum  sufficient  to cover any tax or other
governmental  charge  that may be  imposed  in  relation  thereto  and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

                  Every new  Security  of any  Series  issued  pursuant  to this
Section in lieu of any destroyed,  lost or stolen  Security shall  constitute an
original additional  contractual  obligation of the Company,  whether or not the
destroyed,  lost or stolen Security shall be at any time  enforceable by anyone,
and  shall  be  entitled  to all the  benefits  of this  Indenture  equally  and
proportionately  with any and all other  Securities  of that  Series duly issued
hereunder.

                  The  provisions  of  this  Section  are  exclusive  and  shall
preclude (to the extent  lawful) all other  rights and remedies  with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.

         Section 2.9. Outstanding Securities.

                  The Securities  outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for  cancellation,  those  reductions  in the  interest on a Global  Security
effected  by the  Trustee in  accordance  with the  provisions  hereof and those
described in this Section as not outstanding.

                  If a Security is replaced  pursuant to Section  2.8, it ceases
to be outstanding  until the Trustee receives proof  satisfactory to it that the
replaced Security is held by a bona fide purchaser.

                  If the Paying Agent (other than the Company,  a Subsidiary  or
an  Affiliate of any thereof)  holds on the Maturity of  Securities  of a Series
money sufficient to pay such Securities  payable on that date, then on and after
that date such  Securities of the Series cease to be outstanding and interest on
them ceases to accrue.

                  A  Security  does not  cease  to be  outstanding  because  the
Company or an Affiliate holds the Security.

                                       15


                  In determining  whether the Holders of the requisite principal
amount of outstanding Securities have given any request, demand,  authorization,
direction,  notice,  consent  or waiver  hereunder,  the  principal  amount of a
Discount Security that shall be deemed to be outstanding for such purposes shall
be the amount of the  principal  thereof that would be due and payable as of the
date of such  determination  upon a declaration of  acceleration of the Maturity
thereof pursuant to Section 6.2.

         Section 2.10. Treasury Securities.

                  In determining  whether the Holders of the required  principal
amount  of  Securities  of a  Series  have  concurred  in any  request,  demand,
authorization, direction, notice, consent or waiver Securities of a Series owned
by the  Company  or an  Affiliate  shall  be  disregarded,  except  that for the
purposes of determining whether the Trustee shall be protected in relying on any
such request, demand,  authorization,  direction, notice, consent or waiver only
Securities  of a  Series  that  the  Trustee  knows  are so  owned  shall  be so
disregarded.

         Section 2.11. Temporary Securities.

                  Until  definitive  Securities  are  ready  for  delivery,  the
Company may prepare and the Trustee shall authenticate temporary Securities upon
a Company Order.  Temporary  Securities  shall be  substantially  in the form of
definitive  Securities  but may  have  variations  that  the  Company  considers
appropriate for temporary  Securities.  Without  unreasonable delay, the Company
shall  prepare  and the  Trustee  upon  request  shall  authenticate  definitive
Securities  of the same Series and date of maturity  in exchange  for  temporary
Securities. Until so exchanged,  temporary securities shall have the same rights
under this Indenture as the definitive Securities.

         Section 2.12. Cancellation.

                  The Company at any time may deliver  Securities to the Trustee
for  cancellation.  The  Registrar  and the Paying  Agent  shall  forward to the
Trustee  any  Securities  surrendered  to them  for  registration  of  transfer,
exchange or payment.  The Trustee shall cancel all  Securities  surrendered  for
transfer,  exchange, payment, replacement or cancellation and shall destroy such
canceled Securities (subject to the record retention requirement of the Exchange
Act) and deliver a certificate of such  destruction  to the Company,  unless the
Company otherwise  directs.  The Company may not issue new Securities to replace
Securities that it has paid or delivered to the Trustee for cancellation.

         Section 2.13. Defaulted Interest.

                  If the  Company  and the  Guarantors  default  in a payment of
interest  on Series of  Securities,  the Company or any such  Guarantor  (to the
extent  of its  obligations  under  its  Subsidiary  Guarantee)  shall  pay  the
defaulted  interest in any lawful  manner plus, to the extent  lawful,  interest
payable on the defaulted interest, to the persons who are Securityholders of the
Series on a subsequent  special record date, which date shall be at the earliest
practicable  date but in all  events at least  five  Business  Days prior to the
payment  date.  The  Company  shall fix or cause to be fixed  each such  special
record date and payment date, and shall, promptly thereafter, notify the Trustee
of any such date. At least 15 days before the special  record date,  the Company


                                       16


(or the Trustee, in the name of and at the expense of the Company) shall mail to
Securityholders  of the Series a notice that states the special record date, the
related payment date and the amount of such interest to be paid. The Company and
the Guarantors may pay defaulted interest in any other lawful manner.

         Section 2.14. Record Date.

                  The record date for  purposes of  determining  the identity of
Securityholders  of the Series entitled to vote or consent to any action by vote
or consent  authorized or permitted  under this Indenture shall be determined as
provided for in TIA ss. 316(c).

         Section 2.15. Global Securities.

                  2.15.1.   Terms  of   Securities.   A  Board   Resolution,   a
supplemental  indenture  hereto  or an  Officers'  Certificate  shall  establish
whether the  Securities  of a Series  shall be issued in whole or in part in the
form  of one or more  Global  Securities  and the  Depository  for  such  Global
Security or Securities.

                  2.15.2. Transfer and Exchange.  Notwithstanding any provisions
to the  contrary  contained  in Section  2.7 of the  Indenture  and in  addition
thereto,  any Global Security shall be  exchangeable  pursuant to Section 2.7 of
the Indenture for  Securities  registered in the names of Holders other than the
Depository for such Security or its nominee only if (i) such Depository notifies
the Company that it is unwilling  or unable to continue as  Depository  for such
Global Security or if at any time such Depository ceases to be a clearing agency
registered  under the Exchange  Act,  and, in either case,  the Company fails to
appoint a successor  Depository  within 90 days of such event,  (ii) the Company
executes and delivers to the Trustee an Officers' Certificate to the effect that
such Global  Security shall be so exchangeable or (iii) an Event of Default with
respect  to the  Securities  represented  by such  Global  Security  shall  have
happened and be continuing. Any Global Security that is exchangeable pursuant to
the preceding  sentence shall be exchangeable for Securities  registered in such
names as the Depository shall direct in writing in an aggregate principal amount
equal to the principal amount of the Global Security with like tenor and terms.

                  Except as provided in this Section  2.14.2,  a Global Security
may not be transferred  except as a whole by the Depository with respect to such
Global Security to a nominee of such Depository, by a nominee of such Depository
to such Depository or another nominee of such Depository or by the Depository or
any such  nominee to a  successor  Depository  or a nominee of such a  successor
Depository.

                  2.15.3.  Legend.  Any Global Security  issued  hereunder shall
bear a legend in substantially the following form:

                  "This Security is a Global  Security within the meaning of the
Indenture  hereinafter  referred  to  and  is  registered  in  the  name  of the
Depository or a nominee of the  Depository.  This Security is  exchangeable  for
Securities  registered in the name of a person other than the  Depository or its
nominee only in the limited  circumstances  described in the Indenture,  and may
not be  transferred  except as a whole by the  Depository  to a  nominee  of the
Depository,

                                       17


by a nominee of the  Depository  to the  Depository  or  another  nominee of the
Depository or by the Depository or any such nominee to a successor Depository or
a nominee of such a successor Depository."

                  2.15.4.  Acts of Holders.  The  Depository,  as a Holder,  may
appoint agents and otherwise authorize participants to give or take any request,
demand, authorization,  direction, notice, consent, waiver or other action which
a Holder is entitled to give or take under the Indenture.

                  2.15.5. Payments. Notwithstanding the other provisions of this
Indenture, unless otherwise specified as contemplated by Section 2.2, payment of
the principal of and interest,  if any, on any Global  Security shall be made to
the Holder thereof.

                  2.15.6.  Consents,   Declaration  and  Directions.  Except  as
provided in Section 2.14.5, the Company, the Trustee and any Agent shall treat a
person as the Holder of such principal amount of outstanding  Securities of such
Series  represented  by a Global  Security  as shall be  specified  in a written
statement of the Depository with respect to such Global  Security,  for purposes
of obtaining any consents,  declarations,  waivers or directions  required to be
given by the Holders pursuant to this Indenture.

         Section 2.16. CUSIP Numbers.

                  The Company in issuing the Securities may use "CUSIP"  numbers
(if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no  representation  is made as to the correctness of such numbers
either  as  printed  on  the  Securities  or as  contained  in any  notice  of a
redemption  and that  reliance  may be  placed  only on the  other  elements  of
identification  printed on the Securities,  and any such redemption shall not be
affected by any defect in or omission of such numbers.

                                  ARTICLE III.
                                   REDEMPTION

         Section 3.1. Notice to Trustee.

                  The Company  may,  with  respect to any Series of  Securities,
reserve the right to redeem and pay the Series of  Securities or may covenant to
redeem and pay the Series of  Securities or any part thereof prior to the Stated
Maturity  thereof  at  such  time  and on such  terms  as  provided  for in such
Securities.  If a Series of Securities is redeemable and the Company wants or is
obligated  to redeem  prior to the Stated  Maturity  thereof  all or part of the
Series of Securities  pursuant to the terms of such Securities,  it shall notify
the  Trustee  of the  redemption  date and the  principal  amount  of  Series of
Securities  to be redeemed.  The Company  shall give the notice at least 45 days
before the  redemption  date (or such shorter notice as may be acceptable to the
Trustee).

         Section 3.2. Selection of Securities to be Redeemed.

                                       18


                  Unless otherwise  indicated for a particular Series by a Board
Resolution,  a supplemental indenture or an Officers' Certificate,  if less than
all the Securities of a Series are to be redeemed,  the Trustee shall select the
Securities  of the Series to be redeemed  in any manner  that the Trustee  deems
fair and  appropriate.  The Trustee shall make the selection from  Securities of
the Series  outstanding not previously  called for  redemption.  The Trustee may
select for redemption portions of the principal of Securities of the Series that
have denominations larger than $1,000.  Securities of the Series and portions of
them it selects  shall be in amounts of $1,000 or whole  multiples of $1,000 or,
with  respect  to  Securities  of any  Series  issuable  in other  denominations
pursuant to Section 2.2.10,  the minimum principal  denomination for each Series
and integral  multiples  thereof.  Provisions  of this  Indenture  that apply to
Securities  of a  Series  called  for  redemption  also  apply  to  portions  of
Securities of that Series called for redemption.

         Section 3.3. Notice of Redemption.

                  Unless  otherwise  indicated for a particular  Series by Board
Resolution,  a supplemental  indenture  hereto or an Officers'  Certificate,  at
least 30 days but not more than 60 days before a  redemption  date,  the Company
shall mail a notice of  redemption  by  first-class  mail to each  Holder  whose
Securities  are to be redeemed  and if any Bearer  Securities  are  outstanding,
publish on one occasion a notice in an Authorized Newspaper.

                  The notice shall  identify the  Securities of the Series to be
redeemed and shall state:

                  (a) the redemption date;

                  (b) the redemption price;

                  (c) if any  Security of the Series  called for  redemption  is
         being  redeemed in part,  the portion of the  principal  amount of such
         Security  to be  redeemed  and  that,  after the  redemption  date upon
         surrender of such  Security,  a new Security or Securities in principal
         amount  equal  to  the   unredeemed   portion   shall  be  issued  upon
         cancellation of the original Security;

                  (c) the name and address of the Paying Agent;

                  (d) that  Securities of the Series called for redemption  must
         be surrendered to the Paying Agent to collect the redemption price;

                  (e) that  interest  on  Securities  of the  Series  called for
         redemption ceases to accrue on and after the redemption date; and

                  (f) any other  information  as may be required by the terms of
         the particular Series or the Securities of a Series being redeemed.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense.

         Section 3.4. Effect of Notice of Redemption.

                                       19


                  Once notice of  redemption  is mailed or published as provided
in Section 3.3,  Securities  of a Series  called for  redemption  become due and
payable  on the  redemption  date  and at the  redemption  price.  A  notice  of
redemption  may not be  conditional.  Upon  surrender to the Paying Agent,  such
Securities  shall be paid at the redemption  price plus accrued  interest to the
redemption date.

         Section 3.5. Deposit of Redemption Price.

                  On or before the  redemption  date,  the Company shall deposit
with the  Paying  Agent  money  sufficient  to pay the  redemption  price of and
accrued interest, if any, on all Securities to be redeemed on that date.

         Section 3.6. Securities Redeemed in Part.

                  Upon  surrender  of a Security  that is redeemed in part,  the
Trustee shall  authenticate for the Holder a new Security of the same Series and
the same maturity  equal in principal  amount to the  unredeemed  portion of the
Security surrendered.

                                  ARTICLE IV.
                                    COVENANTS

         Section 4.1. Payment of Principal and Interest.

                  The  Company  covenants  and  agrees  for the  benefit  of the
Holders of each Series of Securities  that it will duly and  punctually  pay the
principal  of and  interest,  if  any,  on the  Securities  of  that  Series  in
accordance with the terms of such Securities and this Indenture.

         Section 4.2. SEC Reports.

                  4.2.1. The Company shall deliver to the Trustee within 15 days
after it files  them  with  the SEC  copies  of the  annual  reports  and of the
information,  documents, and other reports (or copies of such portions of any of
the  foregoing  as the SEC may by rules  and  regulations  prescribe)  which the
Company is required to file with the SEC  pursuant to Section 13 or 15(d) of the
Exchange Act. The Company also shall comply with the other provisions of TIA ss.
314(a).  Notwithstanding  anything to the contrary contained herein, the Trustee
shall  have no  duty to  review  such  documents  for  purposes  of  determining
compliance  with any  provisions  of this  Indenture.  Delivery of such reports,
information and documents to the Trustee is for informational  purposes only and
the Trustee's  receipt of such shall not constitute  constructive  notice of any
information   contained  therein  or  determinable  from  information  contained
therein,  including the Company's compliance with any of its covenants hereunder
(as  to  which  the  Trustee  is  entitled  to  rely  exclusively  on  Officers'
Certificates).

         Section 4.3. Compliance Certificate.

                  The Company shall deliver to the Trustee, within 90 days after
the end of each fiscal year of the  Company,  an Officers'  Certificate  stating
that a review of the activities of the Company and its  Subsidiaries  during the
preceding  fiscal  year has been  made  under  the  supervision  of the  signing
Officers  with a view to  determining  whether the  Company has kept,

                                       20


observed,  performed and fulfilled its  obligations  under this  Indenture,  and
further stating,  as to each such Officer signing such certificate,  that to the
best of his  knowledge the Company has kept,  observed,  performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms,  provisions and conditions hereof
(or, if a Default or Event of Default shall have  occurred,  describing all such
Defaults or Events of Default of which he may have knowledge).

                  The  Company  will,  so  long  as any of  the  Securities  are
outstanding,  deliver to the Trustee,  forthwith upon any Officer becoming aware
of any Default or Event of Default,  an Officers'  Certificate  specifying  such
Default or Event of Default and what action the Company is taking or proposes to
take with respect thereto.

         Section 4.4. Stay, Extension and Usury Laws.

                  The Company  covenants  (to the extent that it may lawfully do
so) that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the  benefit or  advantage  of, any stay,  extension  or usury law
wherever  enacted,  now or at any time hereafter in force,  which may affect the
covenants  or the  performance  of this  Indenture  or the  Securities;  and the
Company  (to the  extent it may  lawfully  do so)  hereby  expressly  waives all
benefit or advantage of any such law and  covenants  that it will not, by resort
to any such law,  hinder,  delay or impede  the  execution  of any power  herein
granted to the Trustee,  but will suffer and permit the  execution of every such
power as though no such law has been enacted.

         Section 4.5. Corporate Existence.

                  Subject to Article V, the Company  will do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence and the corporate,  partnership or other existence of each Significant
Subsidiary in accordance  with the respective  organizational  documents of each
Significant  Subsidiary  and the rights  (charter and  statutory),  licenses and
franchises of the Company and its Significant Subsidiaries;  provided,  however,
that the Company  shall not be required to preserve  any such right,  license or
franchise,  or the corporate,  partnership or other existence of any Significant
Subsidiary,  if an Officer shall determine that the  preservation  thereof is no
longer  desirable  in  the  conduct  of the  business  of the  Company  and  its
Subsidiaries  taken as a whole and that the loss  thereof is not  adverse in any
material respect to the Holders.

         Section 4.6. Taxes.

                  The Company  shall,  and shall  cause each of its  Significant
Subsidiaries  to, pay prior to delinquency all material  taxes,  assessments and
governmental  levies,  except (i) as contested in good faith and by  appropriate
proceedings  or (ii) the  nonpayment  of which  would not  materially  adversely
affect the business, condition (financial or otherwise), operations, performance
or properties of the Company and its Subsidiaries, taken as a whole.

                                       21


                                   ARTICLE V.
                                   SUCCESSORS

         Section 5.1. When Company May Merge, Etc.

                  The  Company  shall not  consolidate  with or merge  into,  or
convey,  transfer or lease all or substantially all of its properties and assets
to, any person (a "successor person"), unless:

                  (a)  the   successor   person  (if  any)  is  a   corporation,
         partnership, trust or other entity organized and validly existing under
         the laws of any U.S.  domestic  jurisdiction and expressly  assumes the
         Company's  obligations  on the  Securities  and  under  this  Indenture
         pursuant to a supplemental  indenture in form reasonably  acceptable to
         the Trustee and

                  (b)  immediately  after giving effect to the  transaction,  no
         Default or Event of Default, shall have occurred and be continuing.

                  The  Company  shall  deliver  to  the  Trustee  prior  to  the
consummation  of  the  proposed  transaction  an  Officers'  Certificate  to the
foregoing effect and an Opinion of Counsel stating that the proposed transaction
and such supplemental indenture comply with this Indenture.

         Section 5.2. Successor Corporation Substituted.

                  Upon  any   consolidation  or  merger,  or  any  sale,  lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.1, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
lease,  conveyance  or  other  disposition  is made  shall  succeed  to,  and be
substituted  for, and may exercise  every right and power of, the Company  under
this Indenture  with the same effect as if such successor  person has been named
as the Company herein;  provided,  however,  that the predecessor Company in the
case of a sale,  lease,  conveyance or other  disposition  shall not be released
from  the  obligation  to pay the  principal  of and  interest,  if any,  on the
Securities,  except in the case of a sale of all the Company's assets that meets
the requirements of Section 5.1.

                                  ARTICLE VI.
                              DEFAULTS AND REMEDIES

         Section 6.1. Events of Default.

                  "Event of  Default,"  wherever  used  herein  with  respect to
Securities of any Series,  means any one of the following events,  unless in the
establishing Board Resolution,  supplemental indenture or Officers' Certificate,
it is  provided  that such  Series  shall not have the  benefit of said Event of
Default:

                  (a) default in the payment of any  interest on any Security of
         that Series when it becomes due and payable,  and  continuance  of such
         default  for a period  of 30 days

                                       22


         (unless the entire  amount of such  payment is deposited by the Company
         with the Trustee or with a Paying Agent prior to the expiration of such
         period of 30 days); or

                  (b) default in the payment of the principal of any Security of
         that Series at its Maturity; or

                  (c) default in the deposit of any sinking fund  payment,  when
         and as due in respect of any Security of that Series; or

                  (d) default in the  performance  or breach of any  covenant or
         warranty  of the  Company in this  Indenture  (other than a covenant or
         warranty  that has  been  included  in this  Indenture  solely  for the
         benefit of Series of Securities other than that Series),  which default
         continues  uncured  for a period of 60 days after there has been given,
         by  registered  or certified  mail, to the Company by the Trustee or to
         the Company and the Trustee by the Holders of at least 25% in principal
         amount of the  outstanding  Securities of that Series a written  notice
         specifying  such default or breach and  requiring it to be remedied and
         stating that such notice is a "Notice of Default" hereunder; or

                  (e) a  default  under  any Debt of the  Company  (including  a
         default  with  respect  to  Securities  of any  Series  other than that
         Series)  or any  Subsidiary,  whether  such  Debt now  exists  or shall
         hereafter be created,  if (A) such default  results from the failure to
         pay any such Debt when it becomes due, (B) the principal amount of such
         Debt,  together  with the  principal  amount of any other  such Debt in
         default for failure to pay  principal at stated  final  maturity or the
         maturity of which has been so accelerated,  aggregates $____________ or
         more at any one time  outstanding,  and (C) such Debt is not discharged
         or such  acceleration is not rescinded or annulled within 10 days after
         written  notice to the Company by the holder or holders of such Debt in
         the manner provided for in the applicable debt instrument; or

                  (f)  the  Company  or  any  of  its  Significant  Subsidiaries
         pursuant to or within the meaning of any Bankruptcy Law:

                           (i) commences a voluntary case,

                           (ii)  consents  to the entry of an order  for  relief
                  against it in an involuntary case,

                           (iii)  consents to the  appointment of a Custodian of
                  it or for all or substantially all of its property,

                           (iv) makes a general  assignment  for the  benefit of
                  its creditors, or

                           (v) admits in writing  that it generally is unable to
                  pay its debts as the same become due; or

                  (g) a court  of  competent  jurisdiction  enters  an  order or
         decree under any Bankruptcy Law that:

                                       23


                           (i) is for relief  against  the Company or any of its
                  Significant Subsidiaries in an involuntary case,

                           (ii)  appoints a  Custodian  of the Company or any of
                  its Significant  Subsidiaries or for all or substantially  all
                  of its property, or

                           (iii) orders the liquidation of the Company or any of
                  its Significant Subsidiaries,

                  and the order or decree remains  unstayed and in effect for 60
                  days; or

                  (h) any  other  Event of  Default  provided  with  respect  to
         Securities of that Series, which is specified in a Board Resolution,  a
         supplemental   indenture  hereto  or  an  Officers'   Certificate,   in
         accordance with Section 2.2.18.

                  The term  "Bankruptcy  Law" means title 11,  U.S.  Code or any
similar  Federal or State law for the relief of  debtors.  The term  "Custodian"
means any receiver, trustee, assignee,  liquidator or similar official under any
Bankruptcy Law.

         Section 6.2. Acceleration of Maturity; Rescission and Annulment.

                  If an Event of  Default  with  respect  to  Securities  of any
Series at the time outstanding  occurs and is continuing (other than an Event of
Default  referred  to in  Section  6.1(f)  or (g))  then in every  such case the
Trustee  or the  Holders  of  not  less  than  25% in  principal  amount  of the
outstanding  Securities of that Series may declare the principal  amount (or, if
any  Securities  of that Series are  Discount  Securities,  such  portion of the
principal  amount as may be  specified in the terms of such  Securities)  of and
accrued and unpaid interest,  if any, on all of the Securities of that Series to
be due and payable  immediately,  by a notice in writing to the Company  (and to
the Trustee if given by Holders),  and upon any such  declaration such principal
amount (or  specified  amount) and accrued and unpaid  interest,  if any,  shall
become immediately due and payable.  If an Event of Default specified in Section
6.1(f) or (g) shall occur,  the principal  amount (or  specified  amount) of and
accrued and unpaid  interest,  if any, on all outstanding  Securities shall ipso
facto become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder.

                  At any time  after such a  declaration  of  acceleration  with
respect to any Series has been made and before a judgment  or decree for payment
of the money due has been obtained by the Trustee as hereinafter in this Article
provided,  the  Holders of a majority  in  principal  amount of the  outstanding
Securities of that Series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if:

                  (a) the Company has paid or  deposited  with the Trustee a sum
         sufficient to pay

                           (i) all overdue  interest,  if any, on all Securities
                  of that Series,

                                       24


                           (ii) the  principal of any  Securities of that Series
                  which have become due otherwise  than by such  declaration  of
                  acceleration  and  interest  thereon  at  the  rate  or  rates
                  prescribed therefor in such Securities,

                           (iii) to the extent that payment of such  interest is
                  lawful,  interest  upon  any  overdue  principal  and  overdue
                  interest  at the rate or  rates  prescribed  therefor  in such
                  Securities, and

                           (iv)  all  sums  paid  or  advanced  by  the  Trustee
                  hereunder   and   the   reasonable   compensation,   expenses,
                  disbursements  and  advances  of the  Trustee,  its agents and
                  counsel; and

                  (b) all Events of Default with respect to  Securities  of that
         Series,  other than the  non-payment  of the principal of Securities of
         that  Series  which  have  become  due  solely by such  declaration  of
         acceleration, have been cured or waived as provided in Section 6.13.

                  No such  rescission  shall  affect any  subsequent  Default or
impair any right consequent thereon.

         Section 6.3.  Collection of  Indebtedness  and Suits for Enforcement by
Trustee.

                  The Company covenants that if

                  (a)  default  is made in the  payment of any  interest  on any
         Security  when such  interest  becomes due and payable and such default
         continues for a period of 30 days, or

                  (b)  default  is  made  in the  payment  of  principal  of any
         Security at the Maturity thereof, or

                  (c) default is made in the deposit of any sinking fund payment
         when and as due by the terms of a Security,

then, the Company will,  upon demand of the Trustee,  pay to it, for the benefit
of the Holders of such Securities, the whole amount then due and payable on such
Securities  for  principal  and interest and, to the extent that payment of such
interest shall be legally enforceable,  interest on any overdue principal or any
overdue interest,  at the rate or rates prescribed  therefor in such Securities,
and, in addition  thereto,  such further  amount as shall be sufficient to cover
the costs and expenses of  collection,  including the  reasonable  compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

                  If the Company fails to pay such amounts  forthwith  upon such
demand,  the Trustee,  in its own name and as trustee of an express  trust,  may
institute  a  judicial  proceeding  for the  collection  of the  sums so due and
unpaid,  may  prosecute  such  proceeding  to judgment  or final  decree and may
enforce the same against the Company or any other  obligor upon such  Securities
and collect the moneys  adjudged or deemed to be payable in the manner  provided
by law out of the  property  of the  Company  or any  other  obligor  upon  such
Securities, wherever situated.

                                       25


                  If an Event of Default with respect to any  Securities  of any
Series occurs and is continuing,  the Trustee may in its  discretion  proceed to
protect and enforce  its rights and the rights of the Holders of  Securities  of
such Series by such appropriate  judicial  proceedings as the Trustee shall deem
most effectual to protect and enforce any such rights,  whether for the specific
enforcement  of any  covenant or  agreement  in this  Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

         Section 6.4. Trustee May File Proofs of Claim.

                  In  case  of the  pendency  of any  receivership,  insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial  proceeding relative to the Company or any other obligor upon the
Securities  or the  property  of the  Company or of such other  obligor or their
creditors,  the Trustee (irrespective of whether the principal of the Securities
shall  then be due  and  payable  as  therein  expressed  or by  declaration  or
otherwise and  irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue  principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

                  (a) to file  and  prove  a  claim  for  the  whole  amount  of
         principal  and interest  owing and unpaid in respect of the  Securities
         and to file such  other  papers or  documents  as may be  necessary  or
         advisable  in order to have the claims of the  Trustee  (including  any
         claim for the  reasonable  compensation,  expenses,  disbursements  and
         advances of the  Trustee,  its agents and  counsel)  and of the Holders
         allowed in such judicial proceeding, and

                  (b) to  collect  and  receive  any  moneys  or other  property
         payable or deliverable on any such claims and to distribute the same,

and any custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator or
other similar official in any such judicial  proceeding is hereby  authorized by
each  Holder to make such  payments  to the  Trustee  and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation,  expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.7.

                  Nothing  herein  contained  shall be deemed to  authorize  the
Trustee  to  authorize  or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities  or the rights of any Holder  thereof or to authorize  the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

         Section  6.5.   Trustee  May  Enforce  Claims  Without   Possession  of
Securities.

                  All rights of action and claims  under this  Indenture  or the
Securities may be prosecuted and enforced by the Trustee  without the possession
of any of the  Securities or the production  thereof in any proceeding  relating
thereto,  and any such proceeding  instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after  provision  for the  payment  of the  reasonable  compensation,  expenses,

                                       26



disbursements  and advances of the Trustee,  its agents and counsel,  be for the
ratable  benefit  of the  Holders  of the  Securities  in  respect of which such
judgment has been recovered.

         Section 6.6. Application of Money Collected.

                  Any money  collected  by the Trustee  pursuant to this Article
shall be  applied  in the  following  order,  at the date or dates  fixed by the
Trustee and, in case of the  distribution  of such money on account of principal
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

                  First:  To the payment of all  amounts  due the Trustee  under
Section 7.7; and

                  Second:  To the payment of the amounts then due and unpaid for
principal  of and  interest  on the  Securities  in  respect of which or for the
benefit of which such money has been collected,  ratably,  without preference or
priority  of any  kind,  according  to the  amounts  due  and  payable  on  such
Securities for principal and interest, respectively; and

                  Third: To the Company.

         Section 6.7. Limitation on Suits.

                  No Holder of any  Security of any Series  shall have any right
to  institute  any  proceeding,  judicial  or  otherwise,  with  respect to this
Indenture,  or for the  appointment  of a receiver or trustee,  or for any other
remedy hereunder, unless

                  (a) such Holder has  previously  given  written  notice to the
         Trustee of a continuing Event of Default with respect to the Securities
         of that Series;

                  (b) the  Holders of not less than 25% in  principal  amount of
         the  outstanding  Securities  of that  Series  shall have made  written
         request to the  Trustee  to  institute  proceedings  in respect of such
         Event of Default in its own name as Trustee hereunder;

                  (c)  such  Holder  or  Holders  have  offered  to the  Trustee
         reasonable indemnity against the costs,  expenses and liabilities to be
         incurred in compliance with such request;

                  (d) the Trustee for 60 days after its receipt of such  notice,
         request  and  offer of  indemnity  has  failed  to  institute  any such
         proceeding; and

                  (e) no direction  inconsistent  with such written  request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority in  principal  amount of the  outstanding  Securities  of that
         Series;

it being  understood and intended that no one or more of such Holders shall have
any right in any manner  whatever by virtue of, or by availing of, any provision
of this  Indenture to affect,  disturb or  prejudice  the rights of any other of
such Holders,  or to obtain or to seek to obtain priority or preference over any
other of such  Holders or to enforce any right under this  Indenture,  except in
the manner  herein  provided  and for the equal and ratable  benefit of all such
Holders.

                                       27


         Section 6.8.  Unconditional  Right of Holders to Receive  Principal and
Interest.

                  Notwithstanding  any other  provision in this  Indenture,  the
Holder  of  any   Security   shall  have  the  right,   which  is  absolute  and
unconditional,  to receive payment of the principal of and interest,  if any, on
such  Security on the Stated  Maturity or Stated  Maturities  expressed  in such
Security  (or,  in the  case  of  redemption,  on the  redemption  date)  and to
institute suit for the  enforcement  of any such payment,  and such rights shall
not be impaired without the consent of such Holder.

         Section 6.9. Restoration of Rights and Remedies.

                  If the Trustee or any Holder has  instituted any proceeding to
enforce any right or remedy under this  Indenture and such  proceeding  has been
discontinued or abandoned for any reason,  or has been  determined  adversely to
the  Trustee or to such  Holder,  then and in every  such  case,  subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored  severally and respectively to their former positions  hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

         Section 6.10. Rights and Remedies Cumulative.

                  Except as otherwise  provided with respect to the  replacement
or payment of mutilated, destroyed, lost or stolen Securities in Section 2.8, no
right or remedy  herein  conferred  upon or  reserved  to the  Trustee or to the
Holders is intended  to be  exclusive  of any other  right or remedy,  and every
right and remedy shall,  to the extent  permitted by law, be  cumulative  and in
addition to every other right and remedy  given  hereunder  or now or  hereafter
existing at law or in equity or  otherwise.  The  assertion or employment of any
right or remedy  hereunder,  or  otherwise,  shall not  prevent  the  concurrent
assertion or employment of any other appropriate right or remedy.

         Section 6.11. Delay or Omission Not Waiver.

                  No delay or  omission  of the  Trustee or of any Holder of any
Securities  to exercise any right or remedy  accruing  upon any Event of Default
shall  impair any such right or remedy or  constitute a waiver of any such Event
of Default or an  acquiescence  therein.  Every  right and remedy  given by this
Article or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.

         Section 6.12. Control by Holders.

                  The  Holders  of  a  majority  in  principal   amount  of  the
outstanding  Securities  of any Series  shall have the right to direct the time,
method and place of conducting any  proceeding  for any remedy  available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Securities of such Series, provided that

                                       28


                  (a) such  direction  shall not be in conflict with any rule of
         law or with this Indenture,

                  (b) the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such direction, and

                  (c)  subject to the  provisions  of Section  6.1,  the Trustee
         shall have the right to decline  to follow  any such  direction  if the
         Trustee in good faith shall,  by a Responsible  Officer of the Trustee,
         determine  that the proceeding so directed would involve the Trustee in
         personal liability.

         Section 6.13. Waiver of Past Defaults.

                  The Holders of not less than a majority in principal amount of
the outstanding Securities of any Series may on behalf of the Holders of all the
Securities of such Series waive any past Default  hereunder with respect to such
Series and its consequences, except a Default in the payment of the principal of
or interest on any Security of such Series (provided,  however, that the Holders
of a majority in principal  amount of the  outstanding  Securities of any Series
may rescind an acceleration and its consequences,  including any related payment
default  that  resulted  from such  acceleration).  Upon any such  waiver,  such
Default shall cease to exist,  and any Event of Default arising  therefrom shall
be deemed to have been cured,  for every purpose of this Indenture;  but no such
waiver  shall  extend to any  subsequent  or other  Default  or impair any right
consequent thereon.

         Section 6.14. Undertaking for Costs.

                  All parties to this  Indenture  agree,  and each Holder of any
Security by his  acceptance  thereof  shall be deemed to have  agreed,  that any
court may in its  discretion  require,  in any suit for the  enforcement  of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action  taken,  suffered  or omitted by it as  Trustee,  the filing by any party
litigant in such suit of an  undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs,  including  reasonable
attorneys' fees,  against any party litigant in such suit,  having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Trustee,  to any suit instituted by any Holder, or group of Holders,  holding in
the aggregate more than 10% in principal amount of the outstanding Securities of
any Series,  or to any suit  instituted by any Holder for the enforcement of the
payment of the  principal  of or interest on any Security on or after the Stated
Maturity or Stated  Maturities  expressed in such  Security  (or, in the case of
redemption, on the redemption date).

                                  ARTICLE VII.
                                     TRUSTEE

         Section 7.1. Duties of Trustee.

                  (a) If an Event of Default has occurred and is continuing, the
         Trustee  shall  exercise  the rights  and  powers  vested in it by this
         Indenture  and use the same degree of

                                       29


         care and skill in their exercise as a prudent man would exercise or use
         under the circumstances in the conduct of his own affairs.

                  (b) Except during the continuance of an Event of Default:

                           (i) The Trustee  need  perform only those duties that
                  are specifically set forth in this Indenture and no others.

                           (ii) In the  absence  of bad faith on its  part,  the
                  Trustee  may  conclusively  rely,  as  to  the  truth  of  the
                  statements  and  the  correctness  of the  opinions  expressed
                  therein,  upon Officers'  Certificates  or Opinions of Counsel
                  furnished to the Trustee and conforming to the requirements of
                  this  Indenture;  however,  in the case of any such  Officers'
                  Certificates  or Opinions of Counsel  which by any  provisions
                  hereof  are  specifically  required  to be  furnished  to  the
                  Trustee, the Trustee shall examine such Officers' Certificates
                  and  Opinions  of  Counsel  to  determine  whether or not they
                  conform to the requirements of this Indenture.

                  (c) The Trustee may not be relieved from liability for its own
         negligent  action,  its own negligent failure to act or its own willful
         misconduct, except that:

                           (i) This  paragraph  does not  limit  the  effect  of
                  paragraph (b) of this Section.

                           (ii) The Trustee shall not be liable for any error of
                  judgment made in good faith by a Responsible  Officer,  unless
                  it is proved that the Trustee was  negligent  in  ascertaining
                  the pertinent facts.

                           (iii) The Trustee shall not be liable with respect to
                  any action  taken,  suffered or omitted to be taken by it with
                  respect  to   Securities  of  any  Series  in  good  faith  in
                  accordance  with the direction of the Holders of a majority in
                  principal amount of the outstanding  Securities of such Series
                  relating  to the  time,  method  and place of  conducting  any
                  proceeding  for  any  remedy  available  to  the  Trustee,  or
                  exercising  any  trust or power  conferred  upon the  Trustee,
                  under this  Indenture  with respect to the  Securities of such
                  Series.

                  (d) Every  provision of this Indenture that in any way relates
         to the  Trustee  is  subject  to  paragraph  (a),  (b)  and (c) of this
         Section.

                  (e) The Trustee may refuse to perform any duty or exercise any
         right or power unless it receives indemnity  satisfactory to it against
         any loss, liability or expense.

                  (f) The Trustee  shall not be liable for interest on any money
         received  by it except as the  Trustee  may agree in  writing  with the
         Company. Money held in trust by the Trustee need not be segregated from
         other funds except to the extent required by law.

                  (g) No provision of this  Indenture  shall require the Trustee
         to risk its own funds or otherwise incur any financial liability in the
         performance  of any of its  duties,  or

                                       30


         in the  exercise  of any of its  rights  or  powers,  if it shall  have
         reasonable  grounds  for  believing  that  repayment  of such  funds or
         adequate indemnity against such risk is not reasonably assured to it.

                  (h) The Paying Agent,  the  Registrar  and any  authenticating
         agent shall be entitled to the protections,  immunities and standard of
         care as are set forth in  paragraphs  (a),  (b) and (c) of this Section
         with respect to the Trustee.

         Section 7.2. Rights of Trustee.

                  (a) The Trustee may rely on and shall be  protected  in acting
         or  refraining  from  acting  upon any  document  believed  by it to be
         genuine and to have been signed or presented by the proper person.  The
         Trustee need not investigate any fact or matter stated in the document.

                  (b) Before the Trustee acts or refrains  from  acting,  it may
         require an Officers'  Certificate or an Opinion of Counsel. The Trustee
         shall  not be liable  for any  action it takes or omits to take in good
         faith in reliance on such Officers' Certificate or Opinion of Counsel.

                  (c) The  Trustee  may act  through  agents  and  shall  not be
         responsible  for the  misconduct or  negligence of any agent  appointed
         with due care.  No  Depository  shall be deemed an agent of the Trustee
         and the Trustee shall not be responsible for any act or omission by any
         Depository.

                  (d) The Trustee shall not be liable for any action it takes or
         omits to take in good  faith  which it  believes  to be  authorized  or
         within its rights or powers.

                  (e) The  Trustee may  consult  with  counsel and the advice of
         such  counsel  or any  Opinion of  Counsel  shall be full and  complete
         authorization  and protection in respect of any action taken,  suffered
         or omitted by it hereunder in good faith and in reliance thereon.

                  (f) The Trustee  shall be under no  obligation to exercise any
         of the rights or powers  vested in it by this  Indenture at the request
         or  direction of any of the Holders of  Securities  unless such Holders
         shall have  offered to the Trustee  reasonable  security  or  indemnity
         against the costs,  expenses and liabilities which might be incurred by
         it in compliance with such request or direction.

         Section 7.3. Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate  with the same rights it would have if it were not Trustee.  Any Agent
may do the same with like rights.  The Trustee is also subject to Sections  7.10
and 7.11.

         Section 7.4. Trustee's Disclaimer.

                                       31


                  The  Trustee  makes no  representation  as to the  validity or
adequacy of this Indenture or the  Securities,  it shall not be accountable  for
the  Company's  use of the  proceeds  from the  Securities,  and it shall not be
responsible for any statement in the Securities other than its authentication.

         Section 7.5. Notice of Defaults.

                  If a Default or Event of Default occurs and is continuing with
respect to the  Securities  of any  Series  and if it is known to a  Responsible
Officer of the Trustee,  the Trustee  shall mail to each  Securityholder  of the
Securities of that Series and, if any Bearer Securities are outstanding, publish
on one  occasion  in an  Authorized  Newspaper,  notice of a Default or Event of
Default within 90 days after it occurs or, if later, after a Responsible Officer
of the Trustee has knowledge of such Default or Event of Default.  Except in the
case of a Default or Event of Default in payment of  principal of or interest on
any  Security of any Series,  the Trustee may withhold the notice if and so long
as its corporate trust  committee or a committee of its Responsible  Officers in
good  faith  determines  that  withholding  the  notice is in the  interests  of
Securityholders of that Series.

         Section 7.6. Reports by Trustee to Holders.

                  Within 60 days after May 15 in each year,  the  Trustee  shall
transmit by mail to all Securityholders,  as their names and addresses appear on
the  register  kept  by  the  Registrar  and,  if  any  Bearer   Securities  are
outstanding, publish in an Authorized Newspaper, a brief report dated as of such
May 15, in accordance with, and to the extent required under, TIA ss. 313.

                  A  copy  of  each  report  at  the  time  of  its  mailing  to
Securityholders  of any  Series  shall  be filed  with  the SEC and  each  stock
exchange on which the  Securities  of that Series are listed.  The Company shall
promptly  notify the  Trustee  when  Securities  of any Series are listed on any
stock exchange.

         Section 7.7. Compensation and Indemnity.

                  The  Company  shall  pay to the  Trustee  from  time  to  time
reasonable  compensation for its services.  The Trustee's compensation shall not
be limited by any law on  compensation  of a trustee  of an express  trust.  The
Company   shall   reimburse   the  Trustee  upon  request  for  all   reasonable
out-of-pocket   expenses  incurred  by  it.  Such  expenses  shall  include  the
reasonable compensation and expenses of the Trustee's agents and counsel.

                  The Company shall indemnify the Trustee (including the cost of
defending  itself) against any loss,  liability or expense incurred by it except
as set forth in the next  paragraph in the  performance of its duties under this
Indenture as Trustee or Agent.  The Trustee shall notify the Company promptly of
any claim for which it may seek  indemnity.  The Company  shall defend the claim
and the Trustee  shall  cooperate in the defense.  The Trustee may have separate
counsel  and the  Company  shall pay the  reasonable  fees and  expenses of such
counsel.  The Company need not pay for any settlement  made without its consent,
which consent shall not be unreasonably  withheld.  This  indemnification  shall
apply to officers, directors, employees, shareholders and agents of the Trustee.

                                       32


                  The  Company  need not  reimburse  any  expense  or  indemnify
against  any  loss or  liability  incurred  by the  Trustee  or by any  officer,
director,  employee,  shareholder or agent of the Trustee through  negligence or
bad faith.

                  To secure the Company's  payment  obligations in this Section,
the Trustee shall have a lien prior to the Securities of any Series on all money
or property  held or collected by the Trustee,  except that held in trust to pay
principal and interest on particular Securities of that Series.

                  When the Trustee incurs expenses or renders  services after an
Event of Default specified in Section 6.1(f) or (g) occurs, the expenses and the
compensation   for  the  services  are  intended  to   constitute   expenses  of
administration under any Bankruptcy Law.

                  The  Trustee  shall  comply  with  the  provisions  of TIA ss.
313(b)(2) to the extent applicable.

         Section 7.8. Replacement of Trustee.

                  A resignation  or removal of the Trustee and  appointment of a
successor  Trustee  shall become  effective  only upon the  successor  Trustee's
acceptance of appointment as provided in this Section.

                  The Trustee may resign with respect to the  Securities  of one
or more  Series by so  notifying  the  Company.  The  Holders of a  majority  in
principal  amount of the  Securities  of any Series may remove the Trustee  with
respect to that Series by so notifying the Trustee and the Company.  The Company
may remove the Trustee with respect to Securities of one or more Series if:

                  (a) the Trustee fails to comply with Section 7.10;

                  (b) the Trustee is adjudged a bankrupt or an  insolvent  or an
         order for  relief is entered  with  respect  to the  Trustee  under any
         Bankruptcy Law;

                  (c) a Custodian or public  officer takes charge of the Trustee
         or its property; or

                  (d) the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee  for any  reason,  the Company  shall  promptly  appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the then outstanding Securities may
appoint a successor  Trustee to replace the successor  Trustee  appointed by the
Company.

                  If a successor  Trustee with respect to the  Securities of any
one or more  Series  does not take  office  within 60 days  after  the  retiring
Trustee resigns or is removed,  the retiring Trustee, the Company or the Holders
of at least 10% in principal  amount of the Securities of the applicable  Series
may  petition  any court of  competent  jurisdiction  for the  appointment  of a
successor Trustee.

                                       33

                  If the Trustee  with respect to the  Securities  of any one or
more  Series  fails to comply  with  Section  7.10,  any  Securityholder  of the
applicable  Series,  who has been a Securityholder  for at least six months, may
petition any court of competent  jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

                  A successor Trustee shall deliver a written  acceptance of its
appointment to the retiring Trustee and to the Company.  Immediately after that,
the retiring  Trustee  shall  transfer all property held by it as Trustee to the
successor  Trustee  subject  to the  lien  provided  for  in  Section  7.7,  the
resignation or removal of the retiring Trustee shall become  effective,  and the
successor  Trustee  shall have all the rights,  powers and duties of the Trustee
with  respect  to each  Series of  Securities  for which it is acting as Trustee
under this Indenture.  A successor Trustee shall mail a notice of its succession
to each  Securityholder  of each such Series and, if any Bearer  Securities  are
outstanding,  publish  such notice on one occasion in an  Authorized  Newspaper.
Notwithstanding  replacement  of the Trustee  pursuant to this  Section 7.8, the
Company's obligations under Section 7.7 hereof shall continue for the benefit of
the retiring  trustee with  respect to expenses and  liabilities  incurred by it
prior to such replacement.

         Section 7.9. Successor Trustee by Merger, etc.

                  If the Trustee  consolidates with, merges or converts into, or
transfers all or  substantially  all of its corporate trust business to, another
corporation,  the  successor  corporation  without  any further act shall be the
successor Trustee.

         Section 7.10. Eligibility; Disqualification.

                  This  Indenture  shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1),  (2) and (5). The Trustee shall always have a
combined  capital and surplus of at least  $100,000,000 as set forth in its most
recent published  annual report of condition.  The Trustee shall comply with TIA
ss. 310(b).

         Section 7.11. Preferential Collection of Claims Against Company.

                  The  Trustee  is  subject  to TIA ss.  311(a),  excluding  any
creditor  relationship  listed in TIA ss. 311(b).  A Trustee who has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated.

                                 ARTICLE VIII.
                     SATISFACTION AND DISCHARGE; DEFEASANCE

         Section 8.1. Satisfaction and Discharge of Indenture.

                  This Indenture shall upon Company Order cease to be of further
effect (except as hereinafter provided in this Section 8.1), and the Trustee, at
the expense of the  Company,  shall  execute  proper  instruments  acknowledging
satisfaction and discharge of this Indenture, when

                  (a) either

                                       34


                           (i)  all  Securities  theretofore  authenticated  and
                  delivered  (other than  Securities  that have been  destroyed,
                  lost or stolen and that have been  replaced or paid) have been
                  delivered to the Trustee for cancellation; or

                           (ii) all such Securities not theretofore delivered to
                  the Trustee for cancellation

                                    (1) have become due and payable, or

                                    (2) will  become  due and  payable  at their
                           Stated Maturity within one year, or

                                    (3) are to be called for  redemption  within
                           one  year  under  arrangements  satisfactory  to  the
                           Trustee for the giving of notice of redemption by the
                           Trustee  in the  name,  and at  the  expense,  of the
                           Company, or

                                    (4) are deemed paid and discharged  pursuant
                           to Section 8.3, as applicable;

and the Company,  in the case of (1), (2) or (3) above,  has deposited or caused
to be  deposited  with the Trustee as trust funds in trust an amount  sufficient
for the  purpose  of paying and  discharging  the  entire  indebtedness  on such
Securities  not  theretofore  delivered  to the  Trustee for  cancellation,  for
principal  and interest to the date of such  deposit (in the case of  Securities
which have become due and payable on or prior to the date of such deposit) or to
the Stated Maturity or redemption date, as the case may be;

                  (b) the  Company  has paid or caused to be paid all other sums
         payable hereunder by the Company; and

                  (c) the Company  has  delivered  to the  Trustee an  Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent   herein  provided  for  relating  to  the  satisfaction  and
         discharge of this Indenture have been complied with.

                  Notwithstanding   the   satisfaction  and  discharge  of  this
Indenture, the obligations of the Company to the Trustee under Section 7.7, and,
if money shall have been  deposited  with the Trustee  pursuant to clause (a) of
this  Section,  the  provisions of Sections 2.4, 2.7, 2.8, 8.1 8.2 and 8.5 shall
survive.

         Section 8.2. Application of Trust Funds; Indemnification.

                  (a)  Subject  to the  provisions  of  Section  8.5,  all money
         deposited with the Trustee  pursuant to Section 8.1, all money and U.S.
         Government Obligations or Foreign Government Obligations deposited with
         the Trustee  pursuant  to Section 8.3 or 8.4 and all money  received by
         the  Trustee  in  respect  of U.S.  Government  Obligations  or Foreign
         Government  Obligations  deposited with the Trustee pursuant to Section
         8.3 or 8.4,  shall be held in trust and  applied  by it, in  accordance
         with  the  provisions  of the  Securities  and this  Indenture,  to the
         payment,  either  directly or through any Paying Agent  (including  the


                                       35


         Company  acting as its own Paying Agent) as the Trustee may  determine,
         to the persons  entitled  thereto,  of the  principal  and interest for
         whose  payment  such money has been  deposited  with or received by the
         Trustee  or to  make  mandatory  sinking  fund  payments  or  analogous
         payments as contemplated by Sections 8.3 or 8.4.

                  (b) The  Company  shall pay and shall  indemnify  the  Trustee
         against any tax,  fee or other  charge  imposed on or assessed  against
         U.S. Government Obligations or Foreign Government Obligations deposited
         pursuant to Sections 8.3 or 8.4 or the interest and principal  received
         in respect of such  obligations  other than any payable by or on behalf
         of Holders.

                  (c) The Trustee  shall deliver or pay to the Company from time
         to time upon Company Request any U.S. Government Obligations or Foreign
         Government  Obligations or money held by it as provided in Sections 8.3
         or 8.4  which,  in the  opinion  of a  nationally  recognized  firm  of
         independent   certified  public  accountants  expressed  in  a  written
         certification  thereof delivered to the Trustee,  are then in excess of
         the amount  thereof which then would have been required to be deposited
         for the purpose for which such U.S.  Government  Obligations or Foreign
         Government  Obligations  or money  were  deposited  or  received.  This
         provision  shall  not  authorize  the sale by the  Trustee  of any U.S.
         Government  Obligations or Foreign  Government  Obligations  held under
         this Indenture.

         Section 8.3. Legal Defeasance of Securities of any Series.

                  Unless this  Section 8.3 is otherwise  specified,  pursuant to
Section  2.2.20,  to be  inapplicable  to Securities of any Series,  the Company
shall be deemed to have paid and discharged the entire  indebtedness  on all the
outstanding  Securities  of such  Series  on the 91st day  after the date of the
deposit  referred to in  subparagraph  (d) hereof,  and the  provisions  of this
Indenture, as it relates to such outstanding Securities of such Series, shall no
longer be in effect (and the Trustee,  at the expense of the Company,  shall, at
Company Request,  execute proper instruments  acknowledging the same), except as
to:

                  (a) the  rights of  Holders of  Securities  of such  Series to
         receive, from the trust funds described in subparagraph (d) hereof, (i)
         payment of the  principal of and each  installment  of principal of and
         interest  on the  outstanding  Securities  of such Series on the Stated
         Maturity of such  principal or installment of principal or interest and
         (ii) the benefit of any mandatory  sinking fund payments  applicable to
         the Securities of such Series on the day on which such payments are due
         and  payable in  accordance  with the terms of this  Indenture  and the
         Securities of such Series;

                  (b) the  provisions  of Sections  2.4,  2.7, 2.8, 8.2, 8.3 and
         8.5; and

                  (c) the rights,  powers,  trust and  immunities of the Trustee
         hereunder;

provided that, the following conditions shall have been satisfied:

                                       36


                  (d) the Company shall have deposited or caused to be deposited
         irrevocably with the Trustee as trust funds in trust for the purpose of
         making the following payments, specifically pledged as security for and
         dedicated  solely to the benefit of the Holders of such  Securities (i)
         in the case of Securities of such Series  denominated in Dollars,  cash
         in Dollars  (or such other money or  currencies  as shall then be legal
         tender in the United States)  and/or U.S.  Government  Obligations,  or
         (ii) in the case of Securities of such Series  denominated in a Foreign
         Currency  (other  than a  composite  currency),  money  and/or  Foreign
         Government  Obligations,  which  through the  payment of  interest  and
         principal in respect  thereof,  in  accordance  with their terms,  will
         provide (and without reinvestment and assuming no tax liability will be
         imposed on such Trustee), not later than one day before the due date of
         any payment of money, an amount in cash, sufficient,  in the opinion of
         a  nationally   recognized  firm  of  independent   public  accountants
         expressed in a written  certification thereof delivered to the Trustee,
         to pay and discharge each installment of principal (including mandatory
         sinking fund or analogous payments) of and interest, if any, on all the
         Securities of such Series on the dates such installments of interest or
         principal are due;

                  (e) such deposit will not result in a breach or violation  of,
         or constitute a default under, this Indenture or any other agreement or
         instrument to which the Company is a party or by which it is bound;

                  (f) no  Default  or  Event  of  Default  with  respect  to the
         Securities  of such Series shall have occurred and be continuing on the
         date of such deposit or during the period  ending on the 91st day after
         such date;

                  (g)  the  Company  shall  have  delivered  to the  Trustee  an
         Officers'  Certificate and an Opinion of Counsel to the effect that (i)
         the Company has  received  from,  or there has been  published  by, the
         Internal Revenue Service a ruling,  or (ii) since the date of execution
         of this  Indenture,  there has been a change in the applicable  Federal
         income tax law, in either case to the effect  that,  and based  thereon
         such  Opinion  of  Counsel  shall  confirm  that,  the  Holders  of the
         Securities of such Series will not recognize  income,  gain or loss for
         Federal income tax purposes as a result of such deposit, defeasance and
         discharge and will be subject to Federal  income tax on the same amount
         and in the same  manner  and at the same  times as would  have been the
         case if such deposit, defeasance and discharge had not occurred;

                  (h)  the  Company  shall  have  delivered  to the  Trustee  an
         Officers'  Certificate  stating  that the  deposit  was not made by the
         Company with the intent of preferring  the Holders of the Securities of
         such Series over any other  creditors of the company or with the intent
         of defeating,  hindering, delaying or defrauding any other creditors of
         the Company;

                  (i) such  deposit  shall not result in the trust  arising from
         such  deposit  constituting  an  investment  company (as defined in the
         Investment  Company Act of 1940,  as  amended),  or such trust shall be
         qualified under such Act or exempt from regulation thereunder; and

                                       37


                  (j)  the  Company  shall  have  delivered  to the  Trustee  an
         Officers'  Certificate and an Opinion of Counsel, each stating that all
         conditions   precedent   provided  for   relating  to  the   defeasance
         contemplated by this Section have been complied with.

         Section 8.4. Covenant Defeasance.

                  Unless this  Section 8.4 is  otherwise  specified  pursuant to
Section 2.2.20 to be inapplicable to Securities of any Series,  on and after the
91st day after the date of the deposit  referred to in subparagraph  (a) hereof,
the Company may omit to comply with any term,  provision or condition  set forth
under  Sections  4.2,  4.3,  4.4,  4.5,  4.6, and 5.1 as well as any  additional
covenants  contained in a supplemental  indenture hereto for a particular Series
of  Securities  or a Board  Resolution  or an  Officers'  Certificate  delivered
pursuant to Section  2.2.20  (and the failure to comply with any such  covenants
shall not  constitute a Default or Event of Default  under  Section 6.1) and the
occurrence  of any  event  described  in  clause  (e) of  Section  6.1 shall not
constitute  a  Default  or Event  of  Default  hereunder,  with  respect  to the
Securities of such Series,  provided that the  following  conditions  shall have
been satisfied:

                  (a) With  reference  to this  Section  8.4,  the  Company  has
         deposited or caused to be irrevocably  deposited (except as provided in
         Section 8.2(c)) with the Trustee as trust funds in trust,  specifically
         pledged as security  for, and  dedicated  solely to, the benefit of the
         Holders of such Securities (i) in the case of Securities of such Series
         denominated  in  Dollars,  cash in  Dollars  (or  such  other  money or
         currencies as shall then be legal tender in the United  States)  and/or
         U.S. Government Obligations,  or (ii) in the case of Securities of such
         Series  denominated  in a  Foreign  Currency  (other  than a  composite
         currency),  money and/or Foreign Government Obligations,  which through
         the payment of interest and principal in respect thereof, in accordance
         with their terms,  will provide (and without  reinvestment and assuming
         no tax liability will be imposed on such  Trustee),  not later than one
         day  before the due date of any  payment  of money,  an amount in cash,
         sufficient,   in  the  opinion  of  a  nationally  recognized  firm  of
         independent   certified  public  accountants  expressed  in  a  written
         certification  thereof  delivered to the Trustee,  to pay principal and
         interest,  if any, on and any mandatory  sinking fund in respect of the
         Securities of such Series on the dates such installments of interest or
         principal are due;

                  (b) Such deposit will not result in a breach or violation  of,
         or constitute a default under, this Indenture or any other agreement or
         instrument to which the Company is a party or by which it is bound;

                  (c) No  Default  or  Event  of  Default  with  respect  to the
         Securities  of such Series shall have occurred and be continuing on the
         date of such deposit or during the period  ending on the 91st day after
         such date;

                  (d) the Company shall have delivered to the Trustee an Opinion
         of Counsel  confirming  that Holders of the  Securities  of such Series
         will not recognize income, gain or loss for federal income tax purposes
         as a result of such  deposit  and  defeasance  and will be  subject  to
         federal  income tax on the same amounts,  in the same manner and at the
         same times as would have been the case if such  deposit and  defeasance
         had not occurred;

                                       38


                  (e)  the  Company  shall  have  delivered  to the  Trustee  an
         Officers'  Certificate  stating the deposit was not made by the Company
         with the intent of  preferring  the Holders of the  Securities  of such
         Series  over any other  creditors  of the Company or with the intent of
         defeating, hindering, delaying or defrauding any other creditors of the
         Company; and

                  (f)  The  Company  shall  have  delivered  to the  Trustee  an
         Officers'  Certificate and an Opinion of Counsel, each stating that all
         conditions  precedent  herein  provided for relating to the  defeasance
         contemplated by this Section have been complied with.

         Section 8.5. Repayment to Company.

                  The Trustee and the Paying Agent shall pay to the Company upon
request any money held by them for the payment of principal  and  interest  that
remains  unclaimed for two years.  After that,  Securityholders  entitled to the
money  must look to the  Company  for  payment as  general  creditors  unless an
applicable abandoned property law designates another person.

         Section 8.6. Subsidiary Guarantees.

                  If there are any Subsidiary  Guarantees,  the Guarantors shall
be  treated  the same as the  Company  and the  Subsidiary  Guarantors  shall be
treated the same as the Securities under this Article VIII.

                                  ARTICLE IX.
                             AMENDMENTS AND WAIVERS

         Section 9.1. Without Consent of Holders.

                  The  Company,  the  Guarantors  and the  Trustee  may amend or
supplement  this  Indenture or the  Securities of one or more Series without the
consent of any Securityholder:

                  (a) to cure any ambiguity, defect or inconsistency;

                  (b) to comply with Article V;

                  (c) to provide for uncertificated Securities in addition to or
         in place of certificated Securities;

                  (d) to make any  change  that  does not  materially  adversely
         affect the rights of any Securityholder;

                  (e) to provide for the issuance of and  establish the form and
         terms and  conditions  of Securities of any Series as permitted by this
         Indenture;

                  (f) to evidence and provide for the  acceptance of appointment
         hereunder by a successor  Trustee with respect to the Securities of one
         or more  Series and to add to or change any of the  provisions  of this
         Indenture  as shall be  necessary  to  provide  for or  facilitate  the
         administration of the trusts hereunder by more than one Trustee; or

                                       39


                  (g) to comply with  requirements of the SEC in order to effect
         or maintain the qualification of this Indenture under the TIA.

         Section 9.2. With Consent of Holders.

                  The Company,  the  Guarantors and the Trustee may enter into a
supplemental  indenture  with the  written  consent of the Holders of at least a
majority  in  principal  amount of the  outstanding  Securities  of each  Series
affected  by  such  supplemental   indenture  (including  consents  obtained  in
connection  with a tender  offer or exchange  offer for the  Securities  of such
Series),  for the purpose of adding any  provisions to or changing in any manner
or eliminating  any of the  provisions of this Indenture or of any  supplemental
indenture  or of modifying  in any manner the rights of the  Securityholders  of
each such Series.  Except as provided in Section 6.13, the Holders of at least a
majority  in  principal  amount of the  outstanding  Securities  of each  Series
affected by such waiver by notice to the Trustee (including consents obtained in
connection  with a tender  offer or exchange  offer for the  Securities  of such
Series) may waive compliance by the Company with any provision of this Indenture
or the Securities with respect to such Series.

                  It shall not be  necessary  for the  consent of the Holders of
Securities under this Section 9.2 to approve the particular form of any proposed
supplemental  indenture or waiver,  but it shall be  sufficient  if such consent
approves the substance thereof.  After a supplemental  indenture or waiver under
this  section  becomes  effective,  the  Company  shall  mail to the  Holders of
Securities  affected thereby and, if any Bearer Securities  affected thereby are
outstanding,  publish  on one  occasion  in an  Authorized  Newspaper,  a notice
briefly  describing  the  supplemental  indenture or waiver.  Any failure by the
Company to mail or  publish  such  notice,  or any  defect  therein,  shall not,
however,  in any way  impair or affect  the  validity  of any such  supplemental
indenture or waiver.

         Section 9.3. Limitations.

                  Without  the  consent  of  each  Securityholder  affected,  an
amendment or waiver may not:

                  (a) change the amount of Securities whose Holders must consent
         to an amendment, supplement or waiver;

                  (b)  reduce  the rate of or  extend  the time for  payment  of
         interest (including default interest) on any Security;

                  (c) reduce the principal or change the Stated  Maturity of any
         Security or reduce the amount of, or postpone  the date fixed for,  the
         payment of any sinking fund or analogous obligation;

                  (d) reduce the principal amount of Discount Securities payable
         upon acceleration of the maturity thereof;

                  (e) waive a Default or Event of Default in the  payment of the
         principal of or interest,  if any, on any Security (except a rescission
         of  acceleration  of the  Securities of

                                       40


         any Series by the Holders of at least a majority in principal amount of
         the  outstanding  Securities of such Series and a waiver of the payment
         default that resulted from such acceleration);

                  (f) make the principal of or interest, if any, on any Security
         payable in any currency other than that stated in the Security;

                  (g)  make  any  change  in  Sections  6.8,   6.13,  9.3  (this
         sentence), 10.15 or 10.16; or

                  (h) waive a redemption payment with respect to any Security or
         change any of the  provisions  with  respect to the  redemption  of any
         Securities.

         Section 9.4. Compliance with Trust Indenture Act.

                  Every  amendment to this Indenture or the Securities of one or
more Series shall be set forth in a supplemental  indenture hereto that complies
with the TIA as then in effect.

         Section 9.5. Revocation and Effect of Consents.

                  Until an amendment or waiver becomes  effective,  a consent to
it by a Holder of a  Security  is a  continuing  consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security, even if notation of the consent is not
made on any Security.  However,  any such Holder or subsequent Holder may revoke
the consent as to his Security or portion of a Security if the Trustee  receives
the  notice of  revocation  before  the date the  amendment  or  waiver  becomes
effective.

                  Any  amendment  or waiver  once  effective  shall  bind  every
Securityholder  of each Series affected by such amendment or waiver unless it is
of the type  described in any of clauses (a) through (g) of Section 9.3. In that
case,  the  amendment  or waiver  shall bind each  Holder of a Security  who has
consented  to it and every  subsequent  Holder of a  Security  or  portion  of a
Security that evidences the same debt as the consenting Holder's Security.

         Section 9.6. Notation on or Exchange of Securities.

                  The  Trustee  may  place  an  appropriate  notation  about  an
amendment or waiver on any Security of any Series thereafter authenticated.  The
Company in  exchange  for  Securities  of that  Series may issue and the Trustee
shall  authenticate  upon request new Securities of that Series that reflect the
amendment or waiver.

         Section 9.7. Trustee Protected.

                  In executing,  or accepting the additional  trusts created by,
any  supplemental  indenture  permitted  by this  Article  or the  modifications
thereby of the trusts created by this  Indenture,  the Trustee shall be entitled
to receive,  and  (subject to Section  7.1) shall be fully  protected in relying
upon,  an Opinion of Counsel  stating that the  execution  of such  supplemental
indenture is authorized or permitted by this  Indenture.  The Trustee shall sign
all  supplemental

                                       41


indentures,  except that the Trustee  need not sign any  supplemental  indenture
that adversely affects its rights.

                                   ARTICLE X.
                                  MISCELLANEOUS

         Section 10.1. Trust Indenture Act Controls.

                  If any  provision  of this  Indenture  limits,  qualifies,  or
conflicts with another  provision  which is required or deemed to be included in
this Indenture by the TIA, such required or deemed provision shall control.

         Section 10.2. Notices.

                  Notices.  Any  notice or  communication  by the  Company,  any
Guarantor or the Trustee to the others is duly given if in writing and delivered
in Person or mailed by first class mail (registered or certified, return receipt
requested),  telecopier or overnight air courier guaranteeing next day delivery,
to the others' address:

         If to the Company or any Guarantor:

                           Iron Mountain Incorporated
                           745 Atlantic Avenue
                           Boston, MA 02111
                           Attention:  Chief Financial Officer
                           Telecopier No.:  (617) 350-7881

         With a copy to:

                           Sullivan & Worcester LLP
                           One Post Office Square
                           Boston, MA  02109
                           Telecopier No.:  (617) 338-2880
                           Attention: William J. Curry, Esq.

         If to the Trustee:
                           ____________________

                           ____________________
                           Telecopier No.:  ______________
                           Attention:  Corporate Trust Trustee Administration

                  The Company,  any  Guarantor or the Trustee,  by notice to the
others may designate additional or different addresses for subsequent notices or
communications.

                  All  notices  and  communications  (other  than  those sent to
Securityholders)  shall be deemed to have been duly given: at the time delivered
by hand, if personally  delivered;  five

                                       42


Business Days after being  deposited in the mail,  postage  prepaid,  if mailed;
when receipt acknowledged, if telecopied; and the next Business Day after timely
delivery to the courier, if sent by overnight air courier  guaranteeing next day
delivery.

                  Any  notice  or  communication  to a  Securityholder  shall be
mailed by first class mail,  or by overnight air courier  guaranteeing  next day
delivery to its address shown on the register kept by the Registrar.  Any notice
or  communication  shall  also be so mailed to any person  described  in TIA ss.
313(c),  to the  extent  required  by the  TIA.  Failure  to  mail a  notice  or
communication  to a  Securityholder  or any  defect in it shall not  affect  its
sufficiency with respect to other Securityholders.

                  If a notice or  communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it.

                  If  the   Company   or  any   Guarantor   mails  a  notice  or
communication to  Securityholders,  it shall mail a copy to the Trustee and each
Agent at the same time.

         Section 10.3. Communication by Holders with Other Holders.

                  Securityholders of any Series may communicate  pursuant to TIA
ss.  312(b) with other  Securityholders  of that Series or any other Series with
respect to their rights under this Indenture or the Securities of that Series or
all Series. The Company,  the Trustee,  the Registrar and anyone else shall have
the protection of TIA ss. 312(c).

         Section 10.4. Certificate and Opinion as to Conditions Precedent.

                  Upon  any  request  or  application  by  the  Company  or  any
Guarantor to the Trustee to take any action under this Indenture, the Company or
such Guarantor shall furnish to the Trustee:

                  (a) an Officers'  Certificate  stating that, in the opinion of
         the signers,  all conditions  precedent,  if any,  provided for in this
         Indenture relating to the proposed action have been complied with; and

                  (b) an Opinion of Counsel stating that, in the opinion of such
         counsel, all such conditions precedent have been complied with.

         Section 10.5. Statements Required in Certificate or Opinion.

                  Each  certificate or opinion with respect to compliance with a
condition or covenant  provided for in this Indenture  (other than a certificate
provided  pursuant to TIA ss. 314(a)(4)) shall comply with the provisions of TIA
ss. 314(e) and shall include:

                  (a) a statement  that the person  making such  certificate  or
         opinion has read such covenant or condition;

                                       43


                  (b) a  brief  statement  as to the  nature  and  scope  of the
         examination  or  investigation  upon which the  statements  or opinions
         contained in such certificate or opinion are based;

                  (c) a statement  that,  in the opinion of such person,  he has
         made such examination or investigation as is necessary to enable him to
         express an  informed  opinion as to  whether  or not such  covenant  or
         condition has been complied with; and

                  (d) a  statement  as to whether or not, in the opinion of such
         person, such condition or covenant has been complied with.

         Section 10.6. Rules by Trustee and Agents.

                  The  Trustee  may make  reasonable  rules  for  action by or a
meeting of  Securityholders of one or more Series. Any Agent may make reasonable
rules and set reasonable requirements for its functions.

         Section 10.7. Legal Holidays.

                  Unless  otherwise  provided  by  Board  Resolution,  Officers'
Certificate or supplemental indenture for a particular Series, a "Legal Holiday"
is any day that is not a Business Day. If a payment date is a Legal Holiday at a
place of payment,  payment may be made at that place on the next  succeeding day
that is not a Legal Holiday,  and no interest  shall accrue for the  intervening
period.

         Section 10.8. No Recourse Against Others.

                  A director,  officer, employee or stockholder, as such, of the
Company or any Guarantor shall not have any liability for any obligations of the
Company or any Guarantor under the  Securities,  the Subsidiary  Guarantees,  if
any, or the  Indenture  or for any claim based on, in respect of or by reason of
such obligations or their creation.  Each Securityholder by accepting a Security
and the related  Subsidiary  Guarantees  waives and releases all such liability.
The  waiver  and  release  are part of the  consideration  for the  issue of the
Securities.

         Section 10.9. Counterparts.

                  This  Indenture may be executed in any number of  counterparts
and by the  parties  hereto  in  separate  counterparts,  each of which  when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

         Section 10.10. Governing Laws.

                  THIS  INDENTURE  AND THE  SECURITIES  SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK  APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN SUCH STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

         Section 10.11. No Adverse Interpretation of Other Agreements.

                                       44


                  This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company or a Subsidiary.  Any such indenture, loan
or debt agreement may not be used to interpret this Indenture.

         Section 10.12. Successors.

                  All  agreements  of the  Company  and the  Guarantors  in this
Indenture and the  Securities  and the  Subsidiary  Guarantees  shall bind their
respective  successors.  All agreements of the Trustee in this  Indenture  shall
bind its successors.

         Section 10.13. Severability.

                  In case any provision in this Indenture, the Securities or the
Subsidiary Guarantees,  if any, shall be invalid, illegal or unenforceable,  the
validity,  legality and enforceability of the remaining  provisions shall not in
any way be affected or impaired thereby.

         Section 10.14. Table of Contents, Headings, Etc.

                  The Table of Contents,  Cross Reference Table, and headings of
the Articles and Sections of this Indenture  have been inserted for  convenience
of reference  only, are not to be considered a part hereof,  and shall in no way
modify or restrict any of the terms or provisions hereof.

         Section 10.15. Securities in a Foreign Currency or in ECU.

                  Unless   otherwise   specified  in  a  Board   Resolution,   a
supplemental  indenture hereto or an Officers' Certificate delivered pursuant to
Section 2.2 of this Indenture with respect to a particular Series of Securities,
whenever for purposes of this  Indenture  any action may be taken by the Holders
of a specified  percentage  in aggregate  principal  amount of Securities of all
Series or all Series  affected by a  particular  action at the time  outstanding
and, at such time,  there are  outstanding  Securities  of any Series  which are
denominated in a coin or currency other than Dollars  (including ECUs), then the
principal  amount  of  Securities  of such  Series  which  shall be deemed to be
outstanding  for the  purpose  of taking  such  action  shall be that  amount of
Dollars  that could be obtained for such amount at the Market  Exchange  Rate at
such time. For purposes of this Section 10.15, "Market Exchange Rate" shall mean
the noon  Dollar  buying  rate in New  York  City for  cable  transfers  of that
currency  as  published  by the  Federal  Reserve  Bank of New  York;  provided,
however,  in the case of  ECUs,  Market  Exchange  Rate  shall  mean the rate of
exchange  determined by the  Commission of the European  Union (or any successor
thereto)  as  published  in the  Official  Journal of the  European  Union (such
publication  or any  successor  publication,  the  "Journal").  If  such  Market
Exchange Rate is not available for any reason with respect to such currency, the
Trustee  shall use, in its sole  discretion  and without  liability on its part,
such quotation of the Federal  Reserve Bank of New York or, in the case of ECUs,
the  rate of  exchange  as  published  in the  Journal,  as of the  most  recent
available  date, or quotations  or, in the case of ECUs,  rates of exchange from
one or more  major  banks in The City of New York or in the  country of issue of
the currency in question or, in the case of ECUs,  in  Luxembourg  or such other
quotations  or, in the case of ECUs,  rates of  exchange  as the  Trustee,  upon
consultation with the Company,  shall deem  appropriate.  The provisions of this
paragraph shall

                                       45


apply in determining the equivalent principal amount in respect of Securities of
a Series  denominated  in currency  other than  Dollars in  connection  with any
action taken by Holders of Securities pursuant to the terms of this Indenture.

                  All decisions and  determinations of the Trustee regarding the
Market  Exchange  Rate  or any  alternative  determination  provided  for in the
preceding paragraph shall be in its sole discretion and shall, in the absence of
manifest  error,  be conclusive to the extent  permitted by law for all purposes
and irrevocably binding upon the Company and all Holders.

         Section 10.16. Judgment Currency.

                  The  Company  agrees,  to  the  fullest  extent  that  it  may
effectively do so under applicable law, that (a) if for the purpose of obtaining
judgment in any court it is  necessary  to convert the sum due in respect of the
principal  of or interest or other amount on the  Securities  of any Series (the
"Required  Currency")  into a currency in which a judgment will be rendered (the
"Judgment  Currency"),  the rate of exchange  used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the day on which
final  unappealable  judgment  is  entered,  unless  such  day is not a New York
Banking  Day,  then,  the rate of  exchange  used  shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required  Currency  with the  Judgment  Currency on the New York
Banking Day  preceding the day on which final  unappealable  judgment is entered
and (b) its  obligations  under this  Indenture to make payments in the Required
Currency (i) shall not be  discharged  or satisfied by any tender,  any recovery
pursuant to any judgment  (whether or not entered in accordance  with subsection
(a)),  in any currency  other than the Required  Currency,  except to the extent
that such tender or recovery shall result in the actual  receipt,  by the payee,
of the full amount of the Required  Currency  expressed to be payable in respect
of such  payments,  (ii) shall be  enforceable  as an  alternative or additional
cause of action for the  purpose of  recovering  in the  Required  Currency  the
amount, if any, by which such actual receipt shall fall short of the full amount
of the  Required  Currency so  expressed  to be payable,  and (iii) shall not be
affected by judgment being obtained for any other sum due under this  Indenture.
For  purposes of the  foregoing,  "New York  Banking Day" means any day except a
Saturday,  Sunday or a legal  holiday  in The City of New York on which  banking
institutions are authorized or required by law, regulation or executive order to
close.

                                  ARTICLE XI.
                                  SINKING FUNDS

         Section 11.1. Applicability of Article.

                  The  provisions  of this Article  shall be  applicable  to any
sinking  fund for the  retirement  of the  Securities  of a  Series,  except  as
otherwise  permitted  or required by any form of Security of such Series  issued
pursuant to this Indenture.

                  The minimum amount of any sinking fund payment provided for by
the terms of the Securities of any Series is herein  referred to as a "mandatory
sinking  fund  payment"  and any  other  amount  provided  for by the  terms  of
Securities  of such Series is herein  referred to as an

                                       46


"optional  sinking fund  payment." If provided for by the terms of Securities of
any  Series,  the cash  amount of any  sinking  fund  payment  may be subject to
reduction  as provided in Section  11.2.  Each  sinking  fund  payment  shall be
applied to the  redemption  of  Securities  of any Series as provided for by the
terms of the Securities of such Series.

         Section 11.2. Satisfaction of Sinking Fund Payments with Securities.

                  The  Company  may, in  satisfaction  of all or any part of any
sinking fund payment  with  respect to the  Securities  of any Series to be made
pursuant to the terms of such Securities (1) deliver  outstanding  Securities of
such Series to which such sinking fund payment is applicable  (other than any of
such Securities previously called for mandatory sinking fund redemption) and (2)
apply as credit  Securities of such Series to which such sinking fund payment is
applicable  and which have been  redeemed  either at the election of the Company
pursuant  to the terms of such  Series of  Securities  (except  pursuant  to any
mandatory sinking fund) or through the application of permitted optional sinking
fund  payments  or other  optional  redemptions  pursuant  to the  terms of such
Securities,  provided that such Securities have not been previously so credited.
Such  Securities  shall be received by the Trustee,  together  with an Officers'
Certificate  with respect  thereto,  not later than 15 days prior to the date on
which the Trustee begins the process of selecting Securities for redemption, and
shall be credited for such purpose by the Trustee at the price specified in such
Securities for redemption  through  operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly. If as a result of the
delivery  or credit of  Securities  in lieu of cash  payments  pursuant  to this
Section 11.2,  the principal  amount of Securities of such Series to be redeemed
in order to exhaust the aforesaid cash payment shall be less than $100,000,  the
Trustee  need not call  Securities  of such Series for  redemption,  except upon
receipt of a Company  Order  that such  action be taken,  and such cash  payment
shall  be  held by the  Trustee  or a  Paying  Agent  and  applied  to the  next
succeeding  sinking fund payment,  provided,  however,  that the Trustee or such
Paying  Agent shall from time to time upon  receipt of a Company  Order pay over
and deliver to the Company any cash payment so being held by the Trustee or such
Paying Agent upon  delivery by the Company to the Trustee of  Securities of that
Series  purchased by the Company having an unpaid  principal amount equal to the
cash payment required to be released to the Company.

         Section 11.3. Redemption of Securities for Sinking Fund.

                  Not less than 45 days (unless otherwise indicated in the Board
Resolution, supplemental indenture hereto or Officers' Certificate in respect of
a particular  Series of Securities)  prior to each sinking fund payment date for
any Series of  Securities,  the Company will deliver to the Trustee an Officers'
Certificate  specifying  the amount of the next ensuing  mandatory  sinking fund
payment  for that  Series  pursuant  to the terms of that  Series,  the  portion
thereof,  if any,  which is to be  satisfied  by payment of cash and the portion
thereof,  if any,  which is to be  satisfied  by  delivering  and  crediting  of
Securities of that Series pursuant to Section 11.2, and the optional amount,  if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
the Company shall  thereupon be obligated to pay the amount  therein  specified.
Not less than 30 days  (unless  otherwise  indicated  in the  Board  Resolution,
Officers'  Certificate  or  supplemental  indenture  in respect of a  particular
Series of  Securities)  before each such  sinking  fund payment date the Trustee
shall select the  Securities  to be redeemed upon such sinking fund payment date
in the  manner  specified  in  Section  3.2 and cause  notice of the  redemption
thereof

                                       47


to be given in the  name of and at the  expense  of the  Company  in the  manner
provided in Section 3.3. Such notice having been duly given,  the  redemption of
such  Securities  shall be made  upon the  terms  and in the  manner  stated  in
Sections 3.4, 3.5 and 3.6.

                                  ARTICLE XII.
                              SUBSIDIARY GUARANTEES

         Section 12.1. Subsidiary Guarantee.

                  Each  Subsidiary   that  is  a  signatory   hereto  [and  each
Restricted  Subsidiary  of the Company  which in  accordance  with  Section 4.13
hereof is  required  to  guarantee  the  obligations  of the  Company  under the
Securities] (each, a "Guarantor"),  upon execution of a supplemental  indenture,
hereby jointly and severally unconditionally guarantees to each Securitiesholder
of a  Security  of a  Series  that  is  to  be  guaranteed  and  that  has  been
authenticated  and  delivered  by the Trustee  irrespective  of the  validity or
enforceability  of this  Indenture,  the  Securities or the  obligations  of the
Company under this Indenture or the  Securities,  that: (i) the principal of and
interest  on the  Securities  will  be paid in full  when  due,  whether  at the
maturity or interest payment or mandatory redemption date, by acceleration, call
for  redemption  or  otherwise,  and  interest on the overdue  principal  of and
interest,  if any, on the Securities and all other obligations of the Company to
the Securitiesholders or the Trustee under this Indenture or the Securities will
be promptly paid in full or performed,  all in accordance with the terms of this
Indenture  and the  Securities;  and  (ii) in case of any  extension  of time of
payment or renewal of any Securities or any of such other obligations, they will
be paid in full  when due or  performed  in  accordance  with  the  terms of the
extension or renewal, whether at maturity, by acceleration or otherwise. Failing
payment when due of any amount so guaranteed for whatever reason, each Guarantor
will be  obligated to pay the same whether or not such failure to pay has become
an Event of Default  which  could  cause  acceleration  pursuant  to Section 6.2
hereof.  Each  Guarantor  agrees  that  this is a  guarantee  of  payment  not a
guarantee of collection.

                  Each Guarantor  hereby agrees that its obligations with regard
to this  Subsidiary  Guarantee  shall be joint and  several  and  unconditional,
irrespective  of  the  validity  or  enforceability  of  the  Securities  or the
obligations  of the Company under this  Indenture,  the absence of any action to
enforce the same, the recovery of any judgment  against the Company or any other
obligor with respect to this Indenture, the Securities or the obligations of the
Company under this Indenture or the  Securities,  any action to enforce the same
or any  other  circumstances  (other  than  complete  performance)  which  might
otherwise  constitute a legal or equitable  discharge or defense of a Guarantor.
Each Guarantor further,  to the extent permitted by law, waives and relinquishes
all claims,  rights and remedies  accorded by applicable  law to guarantors  and
agrees not to assert or take  advantage of any such claims,  rights or remedies,
including  but not  limited  to:  (a) any  right to  require  the  Trustee,  the
Securitiesholders  or the Company (each, a "Benefited Party") to proceed against
the Company or any other  Person or to proceed  against or exhaust any  security
held by a  Benefited  Party at any time or to  pursue  any  other  remedy in any
Benefited  Party's  power  before  proceeding  against such  Guarantor;  (b) the
defense of the statute of limitations  in any action  hereunder or in any action
for the  collection of any  Indebtedness  or the  performance  of any obligation
hereby  guaranteed;  (c) any defense that may arise by reason of the incapacity,
lack of  authority,  death or disability of any other Person or the failure of a
Benefited   Party  to  file  or   enforce  a  claim   against   the  estate  (in
administration,  bankruptcy or any

                                       48


other  proceeding)  of any other Person;  (d) demand,  protest and notice of any
kind including but not limited to notice of the existence, creation or incurring
of any  new or  additional  Indebtedness  or  obligation  or of  any  action  or
non-action on the part of such Guarantor,  the Company, any Benefited Party, any
creditor  of such  Guarantor,  the  Company  or on the part of any other  Person
whomsoever in connection with any Indebtedness or obligations hereby guaranteed;
(e) any  defense  based upon an  election  of  remedies  by a  Benefited  Party,
including but not limited to an election to proceed  against such  Guarantor for
reimbursement;  (f) any  defense  based  upon any  statute  or rule of law which
provides that the obligation of a surety must be neither larger in amount nor in
other  respects  more  burdensome  than that of the  principal;  (g) any defense
arising because of a Benefited  Party's election,  in any proceeding  instituted
under Bankruptcy Law, of the application of 11 U.S.C. Section 1111(b)(2); or (h)
any defense  based on any  borrowing  or grant of a security  interest  under 11
U.S.C.  Section  364.  Each  Guarantor  hereby  covenants  that  its  Subsidiary
Guarantee  will  not  be  discharged  except  by  complete  performance  of  the
obligations contained in its Subsidiary Guarantee and this Indenture.

                  If any  Securitiesholder  or the  Trustee is  required  by any
court or  otherwise  to return to either the  Company or any  Guarantor,  or any
Custodian acting in relation to either the Company or such Guarantor, any amount
paid by the Company or such  Guarantor to the Trustee or such  Securitiesholder,
the applicable  Subsidiary  Guarantees,  to the extent  theretofore  discharged,
shall be reinstated and be in full force and effect.  Each Guarantor agrees that
it  will  not be  entitled  to any  right  of  subrogation  in  relation  to the
Securitiesholders in respect of any obligations  guaranteed hereby until payment
in full of all obligations guaranteed hereby.

                  Each Guarantor further agrees that, as between such Guarantor,
on the one hand, and the  Securitiesholders  and the Trustee, on the other hand,
(i) the maturity of the  obligations  guaranteed  hereby may be  accelerated  as
provided in Section 6.2 hereof for the  purposes of this  Subsidiary  Guarantee,
notwithstanding  any  stay,  injunction  or other  prohibition  preventing  such
acceleration  as to the Company or any other  obligor on the  Securities  of the
obligations  guaranteed  hereby,  and (ii) in the  event of any  declaration  of
acceleration  of those  obligations  as provided  in Section  6.2 hereof,  those
obligations  (whether  or not due and  payable)  will  forthwith  become due and
payable by such Guarantor for the purpose of this Subsidiary Guarantee.

         Section 12.2. Limitation of Guarantor's Liability.

                  Each Guarantor and, by its acceptance  hereof, the Trustee and
each  Securitiesholder  hereby  confirm  that  it  is  its  intention  that  the
Subsidiary  Guarantee of such Guarantor not constitute a fraudulent  transfer or
conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent  Transfer Act or any similar federal or state law to
the extent applicable to any Subsidiary  Guarantee.  To effectuate the foregoing
intention,  each such person hereby  irrevocably  agrees that the  obligation of
such  Guarantor  under its Subsidiary  Guarantee  under this Article 12 shall be
limited to the  maximum  amount as will,  after  giving  effect to such  maximum
amount and all other  (contingent  or other)  liabilities of such Guarantor that
are relevant under such laws, and after giving effect to any  collections  from,
rights to  receive  contribution  from or  payments  made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under this
Article  11,  result in the  obligations  of such  Guarantor  in respect of such
maximum amount not  constituting a fraudulent  transfer or conveyance under said
laws. The Trustee and each  Securitiesholder  by

                                       49


accepting the benefits  hereof,  confirms its intention  that, in the event of a
bankruptcy,  reorganization  or other  similar  proceeding of the Company or any
Guarantor in which concurrent claims are made upon such Guarantor hereunder,  to
the extent such claims will not be fully  satisfied,  each such  claimant with a
valid  claim  against the  Company  shall be entitled to a ratable  share of all
payments  by such  Guarantor  in  respect  of such  concurrent  claims.  For all
purposes of this Section 12.2, Senior Debt shall be deemed to have been incurred
prior  to the  incurrence  of  the  obligations  in  respect  of the  Subsidiary
Guarantees.

                                 ARTICLE XIII.
                                  Subordination

         Section 13.1. Agreement to Subordinate.

                  The Company,  the Trustee and each Securityholder by accepting
a Security  agrees,  that the  indebtedness  and  obligations  evidenced  by the
Security (a) rank pari passu with the Existing  Senior  Subordinated  Securities
and (b) are  subordinated  in right of payment,  to the extent and in the manner
provided  in this  Article,  to the  prior  payment  in full,  in  cash,  of all
Obligations with respect to Senior Debt of the Company  (whether  outstanding on
the date hereof or hereafter created, incurred, assumed or guaranteed), and that
the  subordination  is for the  benefit  of the  holders  of Senior  Debt of the
Company.

         Section 13.2. Liquidation; Dissolution; Bankruptcy.

                  Upon any payment or  distribution  to creditors of the Company
in  a  liquidation   or   dissolution   of  the  Company  or  in  a  bankruptcy,
reorganization,  insolvency,  receivership or similar proceeding relating to the
Company or its property,  in an  assignment  for the benefit of creditors or any
marshaling of the Company's assets and liabilities:

                           (1) holders of Senior  Debt of the  Company  shall be
                  entitled to receive payment in full in cash of all Obligations
                  due in respect of such Senior  Debt of the Company  (including
                  interest after the  commencement of any such proceeding at the
                  rate specified in the  applicable  Senior Debt of the Company,
                  whether or not allowed as a claim in such  proceeding)  before
                  Securityholders  shall be  entitled  to receive any payment or
                  distribution  from the Company with respect to the Securities;
                  and

                           (2) until all Obligations with respect to Senior Debt
                  of the Company (as provided in subsection  (1) above) are paid
                  in full in cash,  any  payment  or  distribution  to which the
                  Trustee or any  Securityholder  would be entitled but for this
                  Article  shall  be  made  to  holders  of  Senior  Debt of the
                  Company, as their interests may appear.

         Section 13.3. Default on Designated Senior Debt.

                  The Company may not make any payment or  distribution  upon or
in respect of the Securities,  including,  without limitation, by way of set-off
or otherwise, or redeem (or make a

                                       50


deposit in redemption of),  defease or acquire any of the Securities,  for cash,
properties or securities if:

                           (i) a  default  in  the  payment  of  any  principal,
                  premium,  if any, or interest or other Obligations (a "Payment
                  Default")  with  respect to Senior Debt of the Company  occurs
                  and is continuing; or

                           (ii) a default (other than a Payment  Default) or any
                  event  that,  after  notice or passage of time would  become a
                  default  (a  "Non-Monetary  Default"),  on Senior  Debt of the
                  Company occurs and is continuing  that then permits holders of
                  the Senior Debt of the Company to accelerate  its maturity and
                  the  Trustee  receives  a notice of the  default  (a  "Payment
                  Blockage  Notice")  from a person who may give it  pursuant to
                  Section  13.11  hereof.  Any number of such  Payment  Blockage
                  Notices  may be given,  provided,  however,  that (i) not more
                  than one Payment  Blockage Notice may be commenced  during any
                  period  of 360  consecutive  days and  (ii)  any  Non-Monetary
                  Default that existed or was continuing on the date of delivery
                  of any such notice to the Trustee (to the extent the holder of
                  Designated Senior Debt, or such trustee or agent,  giving such
                  Payment  Blockage  Notice had knowledge of the same) shall not
                  be the basis for a subsequent Payment Blockage Notice,  unless
                  such default has been cured or waived for a period of not less
                  than 90 days.

                  The Company may and shall resume payments on and distributions
in respect of the Securities and all Obligations with respect  thereto,  and may
acquire such Securities or Obligations upon the earlier of:

                           (1) in the case of a payment  default,  the date upon
                  which such default is cured or waived, or

                           (2) in the  case of a  Non-Monetary  Default,  on the
                  earlier  of the date on which  such  Non-Monetary  Default  is
                  cured or  waived  or 179  days  after  the  date on which  the
                  applicable  Payment  Blockage  Notice  is  received,   if  the
                  maturity  of such  Senior  Debt of the  Company  has not  been
                  accelerated,

if this Article 13 otherwise permits the payment, distribution or acquisition at
the time thereof.

         Section 13.4. Acceleration of Securities.

                  If  payment of the  Securities  is  accelerated  because of an
Event of Default,  the Company  shall  promptly  notify  Representatives  of the
holders of Senior Debt of the Company of the acceleration.

         Section 13.5. When Distribution Must be Paid Over.

                  In the event that the Trustee or any  Securityholder  receives
from the Company any payment of any  Obligations  with respect to the Securities
at a time when the Trustee or such  Securityholder,  as  applicable,  has actual
knowledge that such payment is prohibited by Section

                                       51


13.02  or 13.03  hereof,  such  payment  shall  be held by the  Trustee  or such
Securityholder in trust for the benefit of, and shall be paid forthwith over and
delivered upon written request to, the holders of Senior Debt of the Company, as
their interests may appear, or their Representative under the indenture or other
agreement  (if any)  pursuant to which  Senior Debt of the Company may have been
issued, as their respective interests may appear, for application to the payment
of all Obligations  with respect to Senior Debt of the Company  remaining unpaid
to the extent necessary to pay such Obligations in full in accordance with their
terms,  after giving effect to any concurrent  payment or distribution to or for
the holders of Senior Debt of the Company.

                  With respect to the holders of Senior Debt of the Company, the
Trustee  undertakes to perform only such  obligations on the part of the Trustee
as are  specifically  set forth in this Article 13, and no implied  covenants or
obligations  with respect to the holders of Senior Debt of the Company  shall be
read into this Indenture against the Trustee. The Trustee shall not be deemed to
owe any fiduciary  duty to the holders of Senior Debt of the Company,  and shall
not be liable to any such holders if the Trustee shall pay over or distribute to
or on behalf of  Securityholders  or the  Company or any other  person  money or
assets to which any holders of Senior  Debt of the Company  shall be entitled by
virtue of this  Article  13,  except if such  payment is made as a result of the
willful misconduct or gross negligence of the Trustee.

         Section 13.6. Notice By Company.

                  The Company shall  promptly  notify the Trustee and the Paying
Agent of any facts  known to the  Company  that  would  cause a  payment  of any
Obligations with respect to the Securities to violate this Article,  but failure
to give such notice shall not affect the  subordination of the Securities to the
Senior Debt of the Company as provided in this Article.

         Section 13.7. Subrogation.

                  After all  Obligations  with  respect  to  Senior  Debt of the
Company are paid in full, in cash,  and until the  Securities  are paid in full,
Securityholders  shall  be  subrogated  (equally  and  ratably  with  all  other
Indebtedness  pari passu with the Securities) to the rights of holders of Senior
Debt of the Company to receive  distributions  applicable  to Senior Debt of the
Company   to  the   extent   that   distributions   otherwise   payable  to  the
Securityholders  have been applied to the payment of Senior Debt of the Company.
A distribution  made under this Article to holders of Senior Debt of the Company
that otherwise  would have been made to  Securityholders  is not, as between the
Company and Securityholders, a payment by the Company on the Securities.

         Section 13.8. Relative Rights.

                  This Article  defines the relative  rights of  Securityholders
and holders of Senior Debt of the Company. Nothing in this Indenture shall:

                           (1)    impair,    as   between    the   Company   and
                  Securityholders,  the  obligation  of the  Company,  which  is
                  absolute and  unconditional,  to pay principal of and interest
                  on the Securities in accordance with their terms;

                                       52


                           (2) affect the relative rights of Securityholders and
                  creditors  of the Company  other than their rights in relation
                  to holders of Senior Debt of the Company; or

                           (3) prevent the  Trustee or any  Securityholder  from
                  exercising  its available  remedies upon a Default or Event of
                  Default, subject to the rights of holders and owners of Senior
                  Debt of the  Company to  receive  distributions  and  payments
                  otherwise payable to Securityholders.

                  If  the  Company  fails  because  of  this  Article  13 to pay
principal of,  premium or interest on a Security on the due date, the failure is
still a Default or Event of Default.

         Section 13.9. Subordination May Not Be Impaired by Company.

                  No  right of any  holder  of  Senior  Debt of the  Company  to
enforce the subordination of the Indebtedness  evidenced by the Securities shall
be impaired by any act or failure to act by the Company or any Securityholder or
by the  failure  of the  Company  or any  Securityholder  to  comply  with  this
Indenture.

         Section 13.10. Distribution or Notice to Representative.

                  Whenever  a  distribution  is to be made or a notice  given to
holders of Senior  Debt of the  Company,  the  distribution  may be made and the
notice given to their Representative.

                  Upon any  payment  or  distribution  of assets of the  Company
referred to in this  Article 13, the  Trustee and the  Securityholders  shall be
entitled  to rely  upon  any  order or  decree  made by any  court of  competent
jurisdiction  or  upon  any  certificate  of  such   Representative  or  of  the
liquidating  trustee or agent or other  person  making any  distribution  to the
Trustee or to the  Securityholders  for the purpose of ascertaining  the persons
entitled to participate in such distribution,  the holders of the Senior Debt of
the Company and other Indebtedness of the Company, the amount or amounts thereof
or payable  thereon,  the amount or amounts paid or distributed  thereon and all
other facts pertinent thereto or to this Article 13.

         Section 13.11. Rights of Trustee and Paying Agent.

                  Notwithstanding the provisions of this Article 13 or any other
provision of this Indenture,  the Trustee shall not be charged with knowledge of
the  existence  of any facts that would  prohibit  the making of any  payment or
distribution  by the Trustee,  and the Trustee and the Paying Agent may continue
to make  payments on the  Securities,  unless the Trustee shall have received at
its  Corporate  Trust Office at least one Business Day prior to the date of such
payment a Payment Blockage  Notice.  Only the holders or the  Representative  of
holders of  Designated  Senior Debt of the  Company may give a Payment  Blockage
Notice.  Nothing in this  Article 13 shall impair the claims of, or payments to,
the Trustee under or pursuant to Section 7.7 hereof.

                  The Trustee in its  individual or any other  capacity may hold
Senior  Debt of the  Company  with the same  rights it would have if it were not
Trustee. Any Agent may do the same with like rights.

                                       53


         Section 13.12. Authorization to Effect Subordination.

                  Each  Securityholder  of a  Security  by the  Securityholder's
acceptance  thereof  authorizes and directs the Trustee on the  Securityholder's
behalf to take such action as may be necessary or  appropriate to effectuate the
subordination as provided in this Article 13, and appoints the Trustee to act as
the  Securityholder's  attorney-in-fact  for any and all such  purposes.  If the
Trustee  does  not  file a  proper  proof  of claim or proof of debt in the form
required  in any  proceeding  referred to in Section 6.4 hereof at least 30 days
before the expiration of the time to file such claim, the Representatives of the
Senior Debt of the Company are hereby  authorized to file an  appropriate  claim
for and on behalf of the Securityholders of the Securities.

         Section 13.13. Amendments.

                  The  provisions  of this  Article  13 shall not be  amended or
modified  without the  written  consent of the holders of all Senior Debt of the
Company.

         Section 13.14. Subordination of Subsidiary Guarantees.

                  Each  Guarantor,  the  Trustee,  and  each  Securityholder  by
accepting a Security agrees,  that the  indebtedness  and obligations  under the
Subsidiary  Guarantees  (a) rank  pari  passu  with the  guarantees  of the 1996
Securities  provided  under the 1996  Indenture,  (b) rank pari  passu  with the
guarantees of the 1997 Securities  provided under the 1997 Indenture and (c) are
subordinated  in right of payment,  to the extent and in the manner  provided in
this Article 13, to the prior payment in full, in cash, of all Obligations  with
respect to Senior Debt of such Guarantor (whether outstanding on the date hereof
or  hereafter  created,   incurred,   assumed  or  guaranteed),   and  that  the
subordination  is for  the  benefit  of the  holders  of  Senior  Debt  of  such
Guarantor.

         Section 13.15. Liquidation; Dissolution; Bankruptcy of a Guarantor.

                  Upon any payment or distribution to creditors of any Guarantor
in  a  liquidation  or  dissolution  of  such  Guarantor  or  in  a  bankruptcy,
reorganization,  insolvency, receivership or similar proceeding relating to such
Guarantor or its property,  in an assignment for the benefit of creditors or any
marshaling of such Guarantor's assets and liabilities:

                           (1) holders of Senior Debt of such Guarantor shall be
                  entitled to receive payment in full in cash of all Obligations
                  due  in  respect  of  such  Senior  Debt  of  such   Guarantor
                  (including   interest  after  the  commencement  of  any  such
                  proceeding at the rate specified in the applicable Senior Debt
                  of such  Guarantor,  whether or not allowed as a claim in such
                  proceeding)  before the  Securityholders  shall be entitled to
                  receive any payment or  distribution  from the Guarantor  with
                  respect to such Guarantor's Subsidiary Guarantee; and

                           (2) until all Obligations with respect to Senior Debt
                  of such  Guarantor (as provided in  subsection  (1) above) are
                  paid in full in cash, any payment or distribution to which the
                  Trustee or any  Securityholder  would be entitled but for


                                       54


                  this  Article  shall be made to holders of Senior Debt of such
                  Guarantor, as their interests may appear.

         Section 13.16. Default on Senior Debt of the Guarantor.

                  No Guarantor shall make any payment or distribution upon or in
respect  of the  Securities  or its  Subsidiary  Guarantee,  including,  without
limitation,  by way of  set-off  or  otherwise,  or redeem (or make a deposit in
redemption of), defease or acquire any of the Securities,  for cash,  properties
or securities if:

                           (i) a Payment  Default with respect to Senior Debt of
                  such Guarantor occurs and is continuing; or

                           (ii) a  Non-Monetary  Default on Senior  Debt of such
                  Guarantor  occurs and is continuing  that then permits holders
                  of the  Senior  Debt  of  such  Guarantor  to  accelerate  its
                  maturity and the Trustee  receives a Payment  Blockage  Notice
                  from a  person  who may  give it  pursuant  to  Section  13.24
                  hereof.  Any number of such  Payment  Blockage  Notices may be
                  given,  provided,  however, that (i) not more than one Payment
                  Blockage  Notice  may be  commenced  during  any period of 360
                  consecutive days and (ii) any default or event of default that
                  existed  or was  continuing  on the  date of  delivery  of any
                  Payment  Blockage  Notice to the  Trustee  (to the  extent the
                  holder of  Designated  Senior Debt,  or such trustee or agent,
                  giving such Payment Blockage Notice had knowledge of the same)
                  shall  not be the  basis  for a  subsequent  Payment  Blockage
                  Notice  pursuant to Section 13.24 herein,  unless such default
                  has been  cured or  waived  for a period  of not less  than 90
                  consecutive days.

                  Each   Guarantor   may  and  shall  resume   payments  on  and
distributions  in respect of its  Subsidiary  Guarantee,  the Securities and all
Obligations with respect thereto, and may acquire such Securities or Obligations
upon the earlier of:

                           (1) in the case of a payment  default,  the date upon
                  which such default is cured or waived, or

                           (2) in the  case of a  Non-Monetary  Default,  on the
                  earlier  of the date on which  such  Non-Monetary  Default  is
                  cured or  waived  or 179  days  after  the  date on which  the
                  applicable  Payment  Blockage  Notice  is  received,   if  the
                  maturity of such Senior  Debt of such  Guarantor  has not been
                  accelerated,

if this Article 13 otherwise permits the payment, distribution or acquisition at
the time thereof.

         Section 13.17. Acceleration of Securities; Duties of Guarantors.

                  If  payment of the  Securities  is  accelerated  because of an
Event of Default, each Guarantor shall promptly notify the Representative of the
holders of Senior Debt of such Guarantor of the acceleration.

         Section 13.18. When Distribution from Guarantor Must Be Paid Over.

                                       55


                  In the event that the Trustee or any  Securityholder  receives
from a Guarantor any payment of any  Obligations  with respect to the Securities
or the Subsidiary  Guarantees at a time when the Trustee or such Securityholder,
as applicable,  has actual  knowledge that such payment is prohibited by Section
13.15  or 13.16  hereof,  such  payment  shall  be held by the  Trustee  or such
Securityholder,  in trust for the benefit of, and shall be paid  forthwith  over
and  delivered  upon  written  request  to, the  holders of Senior  Debt of such
Guarantor,  as their  interests may appear,  or their  Representative  under the
indenture  or other  agreement  (if any)  pursuant to which  Senior Debt of such
Guarantor may have been issued,  as their respective  interests may appear,  for
application  to the payment of all  Obligations  with  respect to Senior Debt of
such Guarantor  remaining unpaid to the extent necessary to pay such Obligations
in full in accordance  with their terms,  after giving effect to any  concurrent
payment or distribution to or for the holders of Senior Debt of such Guarantor.

                  With  respect to the holders of Senior Debt of any  Guarantor,
the  Trustee  undertakes  to perform  only such  obligations  on the part of the
Trustee  as are  specifically  set  forth in this  Article  13,  and no  implied
covenants  or  obligations  with  respect to the  holders of Senior Debt of such
Guarantor  shall be read into this  Indenture  against the Trustee.  The Trustee
shall not be deemed to owe any  fiduciary  duty to the holders of Senior Debt of
such Guarantor, and shall not be liable to any such holders if the Trustee shall
pay over or distribute to or on behalf of  Securityholders or the Company or any
other  person  money or  assets  to which any  holders  of  Senior  Debt of such
Guarantor shall be entitled by virtue of this Article 13, except if such payment
is made as a  result  of the  willful  misconduct  or  gross  negligence  of the
Trustee.

         Section 13.19. Notice by a Guarantor.

                  Each  Guarantor  shall  promptly  notify the  Trustee  and the
Paying Agent of any facts known to such  Guarantor that would cause a payment of
any  Obligations  with respect to the Securities or its Subsidiary  Guarantee to
violate  this  Article,  but  failure to give such  notice  shall not affect the
subordination  of its  Subsidiary  Guarantee or of the  Securities to the Senior
Debt of such Guarantor as provided in this Article 13.

         Section 13.20. Subrogation with Respect to Any Guarantor.

                  With  respect to any  Guarantor,  after all  Obligations  with
respect to Senior Debt of such Guarantor is paid in full, in cash, and until the
Securities are paid in full,  Securityholders  shall be subrogated  (equally and
ratably with all other Indebtedness pari passu with such Guarantor's  Subsidiary
Guarantee) to the rights of holders of Senior Debt of such  Guarantor to receive
distributions  applicable  to Senior Debt of such  Guarantor  to the extent that
distributions  otherwise payable to the Securityholders have been applied to the
payment of Senior Debt of such Guarantor. A distribution made under this Article
to holders of Senior Debt of such Guarantor that otherwise  would have been made
to  Securityholders  is not, as between such  Guarantor and  Securityholders,  a
payment by such Guarantor on the Securities or the Subsidiary Guarantee.

         Section 13.21. Relative Rights with Respect to Any Guarantor.

                                       56


                  This Article  defines the relative  rights of  Securityholders
and holders of Senior Debt of each Guarantor. Nothing in this Indenture shall:

                           (1)  impair,   as  between  such  Guarantor  and  the
                  Securityholders,  the obligation of such  Guarantor,  which is
                  absolute and  unconditional,  to pay principal of and interest
                  and  Liquidated   Damages,   if  any,  on  the  Securities  in
                  accordance with the terms of its Subsidiary Guarantee;

                           (2) affect the relative rights of Securityholders and
                  creditors  of  such  Guarantor  other  than  their  rights  in
                  relation to holders of Senior Debt of such Guarantor; or

                           (3) prevent the  Trustee or any  Securityholder  from
                  exercising  its available  remedies upon a Default or Event of
                  Default,  subject to the  rights of holders of Senior  Debt of
                  such Guarantor set forth herein to receive  distributions  and
                  payments otherwise payable to Securityholders.

                  If any  Guarantor  fails  because  of this  Article  13 to pay
principal of, premium or interest or Liquidated  Damages,  if any, on a Security
on the due date, the failure is still a Default or Event of Default.

         Section 13.22. Subordination May Not Be Impaired By Any Guarantor.

                  With  respect  to any  Guarantor,  no right of any  holder  of
Senior Debt of such Guarantor to enforce the  subordination  of the Indebtedness
evidenced by the Subsidiary Guarantee shall be impaired by any act or failure to
act by such Guarantor or any  Securityholder  or by failure of such Guarantor or
any Securityholder to comply with this Indenture.

         Section 13.23. Distribution or Notice to Representative with Respect to
Any Guarantor.

                  With respect to any Guarantor,  whenever a distribution  is to
be made or a notice  given to  holders  of Senior  Debt of such  Guarantor,  the
distribution may be made and the notice given to their Representative.

                  Upon any payment or  distribution  of assets of any  Guarantor
referred to in this  Article 13, the  Trustee and the  Securityholders  shall be
entitled  to rely  upon  any  order or  decree  made by any  court of  competent
jurisdiction  or  upon  any  certificate  of  such   Representative  or  of  the
liquidating  trustee or agent or other  person  making any  distribution  to the
Trustee or to the  Securityholders  for the purpose of ascertaining  the persons
entitled to participate in such distribution,  the holders of the Senior Debt of
such Guarantor and other  Indebtedness of such Guarantor,  the amount or amounts
thereof or payable  thereon,  the amount or amounts paid or distributed  thereon
and all other facts pertinent thereto or to this Article 13.

         Section  13.24.  Rights of Trustee and Paying Agent with Respect to Any
Guarantor.

                  Notwithstanding the provisions of this Article 13 or any other
provision of this Indenture,  the Trustee shall not be charged with knowledge of
the  existence  of any facts that would  prohibit  the making of any  payment or
distribution  by the Trustee,  and the Trustee and the

                                       57


Paying Agent may continue to make payments on the Securities, unless the Trustee
shall have  received at its  Corporate  Trust  Office at least one  Business Day
prior  to the  date  of  such  payment  a  Payment  Blockage  Notice.  Only  the
Representative  of holders of Designated Senior Debt may give a Payment Blockage
Notice.  Nothing in this  Article 13 shall impair the claims of, or payments to,
the Trustee under or pursuant to Section 7.7 hereof.

                  With respect to any  Guarantor,  the Trustee in its individual
or any other  capacity  may hold  Senior  Debt of such  Guarantor  with the same
rights it would have if it were not Trustee. Any Agent may do the same with like
rights.

         Section 13.25.  Authorization to Effect  Subordination  with Respect to
Any Guarantor.

                  Each  Securityholder  of a  Security  by the  Securityholder's
acceptance  thereof  authorizes and directs the Trustee on the  Securityholder's
behalf to take such action as may be necessary or  appropriate to effectuate the
subordination as provided in this Article 13, and appoints the Trustee to act as
the  Securityholder's  attorney-in-fact  for any and all such  purposes.  If the
Trustee  does  not  file a  proper  proof  of claim or proof of debt in the form
required in any proceeding  relative to any Guarantor referred to in Section 6.4
hereof at least 30 days  before the  expiration  of the time to file such claim,
the  Representatives  of Senior Debt of such Guarantor are hereby  authorized to
file an  appropriate  claim  for and on  behalf  of the  Securityholders  of the
Securities.

         Section 13.26. Amendments with Respect to Any Guarantor.

                  With respect to any Guarantor, the provisions of Section 13.14
through  13.26  hereof  shall not be amended or  modified  without  the  written
consent of the holders of all Senior Debt of such Guarantor.

         Section 13.27. Limitation of Guarantor's Liability.

                  Each Guarantor and, by its acceptance  hereof, the Trustee and
each Securityholder  hereby confirm that it is its intention that the Subsidiary
Guarantee of such Guarantor not  constitute a fraudulent  transfer or conveyance
for purposes of the Bankruptcy Law, the Uniform  Fraudulent  Conveyance Act, the
Uniform  Fraudulent  Transfer  Act or any  similar  federal  or state law to the
extent  applicable to any  Subsidiary  Guarantee.  To  effectuate  the foregoing
intention,  each such person hereby  irrevocably  agrees that the  obligation of
such  Guarantor  under its Subsidiary  Guarantee  under this Article 13 shall be
limited to the  maximum  amount as will,  after  giving  effect to such  maximum
amount and all other  (contingent  or other)  liabilities of such Guarantor that
are relevant under such laws, and after giving effect to any  collections  from,
rights to  receive  contribution  from or  payments  made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under this
Article  13,  result in the  obligations  of such  Guarantor  in respect of such
maximum amount not  constituting a fraudulent  transfer or conveyance under said
laws.  The Trustee and each  Securityholder  by accepting  the benefits  hereof,
confirms its intention  that, in the event of a  bankruptcy,  reorganization  or
other similar  proceeding  of the Company or any  Guarantor in which  concurrent
claims are made upon such  Guarantor  hereunder,  to the extent such claims will
not be fully  satisfied,  each such  claimant  with a valid  claim  against  the
Company shall be entitled to a ratable

                                       58


share of all payments by such  Guarantor in respect of such  concurrent  claims.
For all purposes of this Section 13.27, Senior Debt shall be deemed to have been
incurred prior to the incurrence of the obligations in respect of the Subsidiary
Guarantees.


                                       59


                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Indenture to be duly executed as of the day and year first above written.

                                     Iron Mountain Incorporated

                                     By:
                                         ------------------------------
                                         Name:
                                         Its:

                                     [Names of Guarantors]

                                     [Name of Trustee]

                                     By:
                                        -------------------------------
                                         Name:
                                         Its:



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