S-3

    As filed with the Securities and Exchange Commission on January 13, 1998
                                                 Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------
                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             -----------------------
                           IRON MOUNTAIN INCORPORATED
             (Exact name of registrant as specified in its charter)

    Delaware                         4226                        04-3107342
(State or other         (primary standard Industrial         (I.R.S. Employer
jurisdiction of         classification code number)      Identification Number)
incorporation or 
organization)
                               745 Atlantic Avenue
                           Boston, Massachusetts 02111
                                 (617) 357-4455
       (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
                           Iron Mountain Incorporated
                               745 Atlantic Avenue
                           Boston, Massachusetts 02111
                                 (617) 357-4455
      (Name, address, including zip code, 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 or at one  time  after  the  effective  date of the  Registration
Statement as determined by the Registrant.
         If the only securities  being registered on this Form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
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, 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,  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. |_|
                             -----------------------


                                                      CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                        Proposed Maximum    Proposed Maximum
                                                       Amount to         Offering Price    Aggregate Offering         Amount of
Title of Each Class of Securities to be Registered(1) be Registered      Per Unit(2)(3)        Price(4)(5)       Registration Fee(4)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Debt Securities (6)  ...........................  
Guarantees of the Debt Securities  .............  
Preferred Stock, par value $.01 per share ......  
Depositary Shares Representing Preferred Stock..  
Common Stock, par value $.01 per share  ........
Warrants........................................
Total                                             $      350,000,000                      $      350,000,000    $     103,250 (8)
====================================================================================================================================
                                                                                                            (Footnotes on next page)

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.



(1)      The Debt  Securities,  Guarantees,  Preferred  Stock,  Depositary  Shares,  Common Stock and/or Warrants covered hereby are
         collectively referred to as the "Offered  Securities".  The Offered Securities registered hereunder may be sold separately,
         together  or as units with  other  Offered  Securities  registered  hereunder.  Subject to  Footnote  (4),  there are being
         registered  hereunder  an  indeterminate  principal  amount of Offered  Securities  as may be sold from time to time by the
         Registrant.  This  Registration  Statement  also  covers  contracts  that may be issued by the  Registrant  under which the
         counterparty may be required to purchase Offered Securities. Such contracts would be issued with Offered Securities.  There
         are also being  registered  hereunder an  indeterminate  principal  amount of Offered  Securities  as may be issuable  upon
         conversion or exchange of Debt  Securities,  Preferred  Stock or Warrants or pursuant to antidilution  provisions  thereof.
         There are also being  registered an  indeterminate  principal amount of Guarantees of the Debt Securities by the Guarantors
         (as defined herein).

(2)      In U.S.  dollars or the equivalent  thereof in one or more foreign  currencies or currency  units or composite  currencies,
         including the European Currency Unit.

(3)      The proposed  maximum offering price per unit will be determined from time to time by the Registrant in connection with the
         issuance by the Registrant of the securities registered hereunder.

(4)      Estimated  solely for the  purpose of  calculating  the  registration  fee  pursuant to Rule  457(o).  In no event will the
         aggregate initial offering price of the Offered Securities issued under this Registration  Statement exceed $350,000,000 or
         the equivalent thereof in one or more foreign or composite currencies.

(5)      No separate  consideration  will be received  for (i) the  Guarantees,  (ii) Debt  Securities,  Guarantees,  Common  Stock,
         Preferred  Stock or Depositary  Shares that are issued upon  conversion of Debt  Securities,  Preferred Stock or Depositary
         Shares or (iii) Debt  Securities,  Guarantees,  Common Stock,  Preferred  Stock or  Depositary  Shares that are issued upon
         exercise of Warrants registered hereby.

(6)      If any such Debt  Securities  are issued at an original  issue  discount,  then the offering price shall be in such greater
         principal amount as shall result in an aggregate initial offering price of up to $350,000,000.

(7)      The aggregate  amount of Common Stock  registered  hereunder is limited to that which is  permissible  under Rule 415(a)(4)
         under the Securities Act of 1933, as amended.

(8)      Calculated pursuant to Rule 457(o) of the rules and regulations under the Securities Act of 1933, as amended.





Information   contained  herein  is  subject  to  completion  or  amendment.   A
registration  statement  relating  to these  securities  has been filed with the
Securities  and Exchange  Commission.  These  securities may not be sold nor may
offers to buy be accepted prior to the time the registration  statement  becomes
effective.  This  prospectus  shall  not  constitute  an  offer  to  sell or the
solicitation of an offer to buy nor shall there by any sale of these  securities
in any State in which such offer,  solicitation  or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

                              Subject to Completion
                  Preliminary Prospectus Dated January 13, 1998
PROSPECTUS
                                  $350,000,000
                           Iron Mountain Incorporated
              Debt Securities, Preferred Stock, Depositary Shares,
                            Common Stock and Warrants
                             ----------------------
     Iron Mountain Incorporated (the "Company" or "Iron Mountain") may from time
to time  offer  in one or  more  series  (i)  its  debt  securities  (the  "Debt
Securities"),  (ii) its shares of preferred stock, par value $.01 per share (the
"Preferred  Stock"),  (iii)  fractional  shares  of  the  Preferred  Stock  (the
"Depositary Shares"),  (iv) its shares of common stock, par value $.01 per share
(the "Common  Stock"),  or (v) warrants to purchase any of the above  securities
(the "Warrants"),  with an aggregate public offering price of up to $350,000,000
on  terms  to be  determined  at the  time of  offering.  The  Debt  Securities,
Preferred Stock,  Depositary  Shares,  Common Stock and Warrants may be offered,
separately or together,  in separate series, in amounts,  at prices and on terms
to be set forth in a supplement to this Prospectus (a "Prospectus Supplement").

     In connection with the Debt  Securities,  substantially  all of the present
and future  subsidiaries of Iron Mountain (the "Guarantors") may, on a joint and
several basis,  offer full and unconditional  guarantees  ("Guarantees") of Iron
Mountain's   obligations  under  the  Debt  Securities.   The  Debt  Securities,
Guarantees,  Preferred Stock,  Depository Shares,  Common Stock and Warrants are
collectively referred to as the "Offered Securities."

     The  specific  terms of the  Offered  Securities  in  respect of which this
Prospectus is being  delivered  will be set forth in the  applicable  Prospectus
Supplement  and  will  include,  where  applicable:  (i) in  the  case  of  Debt
Securities,  the specific title,  aggregate  principal  amount,  currency,  form
(which may be  registered  or bearer,  or  certificated  or global),  authorized
denominations,  maturity,  rate (or manner of  calculation  thereof) and time of
payment  of  interest,  terms for  redemption  at the  option of the  Company or
repayment at the option of the holder,  terms for sinking fund  payments,  terms
for conversion into Preferred Stock, Depositary Shares or Common Stock, terms of
subordination to other indebtedness of the Company,  terms of related Guarantees
(if any), terms of security or pledge of assets (if any), and any original issue
discount and any initial public  offering  price;  (ii) in the case of Preferred
Stock,  the  specific  title  and  stated  value,  any  dividend,   liquidation,
redemption, conversion, voting and other rights, and any initial public offering
price;  (iii)  in the  case of  Depositary  Shares,  the  fractional  shares  of
Preferred Stock represented by each Depositary Share, (iv) in the case of Common
Stock,  any offering price;  and (v) in the case of Warrants,  the securities to
which they relate, duration, offering price, exercise price and detachability.

     The applicable Prospectus  Supplement will also contain information,  where
applicable,  about  certain  United  States  federal  income tax  considerations
relating to, and any listing on a securities exchange of, the Offered Securities
covered  by  such  Prospectus  Supplement.   Any  statement  contained  in  this
Prospectus  will be deemed to be  modified  or  superseded  by any  inconsistent
statement contained in the accompanying Prospectus Supplement.

     The Common Stock is traded on the Nasdaq  National  Market System under the
symbol "IMTN."  Application will be made to list any shares of Common Stock sold
pursuant  to a  Prospectus  Supplement  on the Nasdaq  National  Market  System,
subject to official  notice of issuance.  Iron  Mountain has not yet  determined
whether any of the Debt Securities, Preferred Stock or Depository Shares offered
hereby  will be listed  on any  exchange  or  over-the-counter  market.  If Iron
Mountain decides to seek listing of any such Offered Securities,  the Prospectus
Supplement relating thereto will disclose such exchange or market.
                             ----------------------
     See  "RISK  FACTORS"  at page 1 for  certain  information  that  should  be
considered by prospective investors.

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
       AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
       THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-
        MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                             ----------------------
     The Offered  Securities may be offered directly,  through agents designated
from time to time by the Company or to or through  underwriters  or dealers.  If
any  agents  or  underwriters  are  involved  in the sale of any of the  Offered
Securities,  their names, and any applicable  purchase price, fee, commission or
discount  arrangement  between  or among  them,  will be set  forth,  or will be
calculable  from  the  information  set  forth,  in an  accompanying  Prospectus
Supplement.  See  "Plan of  Distribution."  No  Offered  Securities  may be sold
without delivery of a Prospectus  Supplement  describing the method and terms of
the offering of such Offered Securities.
                             ----------------------


               The date of this Prospectus is _____________, 1998.

                                      (ii)


     No  person  has  been  authorized  to give any  information  or to make any
representations  other than those contained or incorporated by reference in this
Prospectus in connection  with the offer  contained in this  Prospectus  and, if
given or made, such  information or  representations  must not be relied upon as
having been  authorized by the Company or any  underwriters,  agents or dealers.
This Prospectus does not constitute an offer to sell or solicitation of an offer
to buy  securities in any  jurisdiction  to any person to whom it is unlawful to
make such offer or solicitation. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any  circumstances,  create an implication that
there has been no change in the  affairs  of the  Company  and its  subsidiaries
since the date hereof or the information  contained or incorporated by reference
herein is correct at any time subsequent to the date hereof.

                              AVAILABLE INFORMATION

     The Company has filed with the  Securities  and  Exchange  Commission  (the
"Commission")  in  Washington,  D.C.,  a  registration  statement  on  Form  S-3
(together with all exhibits, schedules and amendments thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Offered Securities. This Prospectus,  which is a part of the
Registration Statement, does not contain all of the information set forth in the
Registration Statement.  Statements in this Prospectus as to the contents of any
contract or other document are not  necessarily  complete,  and in each instance
reference is made to the copy of such  contract or other  documents  filed as an
exhibit to the  Registration  Statement,  each such statement being qualified in
all  respects by such  reference  and the exhibits and  schedules  thereto.  For
further information concerning the Company and the Offered Securities, reference
is made to the Registration Statement.  Copies of the Registration Statement may
be obtained from the Commission at its principal office in Washington, D.C. upon
payment of the prescribed fee.

     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files  reports  and  other  information  with  the  Commission.  The
Registration  Statement,  the exhibits and schedules  forming a part thereof and
the reports,  proxy statements and other  information  filed by the Company with
the  Commission  can be inspected  and copies  obtained at the public  reference
facilities maintained by the Commission at Judiciary Plaza, Room 1024, 450 Fifth
Street, N.W.,  Washington,  D.C. 20549, and at the following regional offices of
the Commission:  Chicago Regional  Office,  Suite 1400, 500 West Madison Street,
Chicago,  Illinois  60661-2511;  and New York Regional Office, Seven World Trade
Center,  New York,  New York 10048.  Copies of such  material can be obtained at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal  office  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.  The
Commission  maintains  a World Wide Web site that  contains  reports,  proxy and
information  statements and other information regarding  registrants,  including
the Company,  that file electronically  with the Commission.  The address of the
site is  http://www.sec.gov.  In addition,  reports,  proxy statements and other
information  concerning  the Company may be  inspected  at the offices of Nasdaq
operations, 1735 K Street N.W., Washington, D.C. 20006.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  following  documents,  which have been filed by Iron Mountain with the
Commission  (file  no.  0-27584)  pursuant  to  the  Exchange  Act,  are  hereby
incorporated  in  this  Prospectus  and  specifically  made  a  part  hereof  by
reference: (i) Annual Report on Form 10-K for the fiscal year ended December 31,
1996 (the "Annual Report"), (ii) Quarterly Reports on Form 10-Q for the quarters
ended March 31,  1997,  June 30, 1997 and  September  30,  1997,  (iii)  Current
Reports on Form 8-K dated June 25, 1997 (as amended August 26, 1997), October 1,
1997,  October  16, 1997 (as  amended  November  10,  1997),  October 30,  1997,
November  25, 1997 and January 13, 1998 and (iv) the  description  of the Common
Stock  contained  in the  Company's  Registration  Statement  on Form 8-A  dated
January 18,  1996.  In addition,  the  financial  information  contained in Iron
Mountain's  Registration  Statements on Form S-4 (i) file no.  333-24635,  filed
with the  Commission  on April 4,  1997,  as  amended on May 7, 1997 and May 13,
1997, as made  effective by the  Commission  on May 14, 1997,  and (ii) file no.
333-41715,

                                      (iii)

filed  with the  Commission  on  December  8,  1997,  as made  effective  by the
Commission  on  December  11,  1997 is  incorporated  herein by  reference.  All
documents filed by Iron Mountain  pursuant to Section 13(a),  13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of the initial Registration Statement
and prior to the  effectiveness of the Registration  Statement and subsequent to
the date of this  Prospectus and prior to the termination of the offering of the
Offered  Securities  shall be deemed to be  incorporated  by reference  into the
Registration  Statement  and to be a part  hereof from the  respective  dates of
filing of any such documents.

     Any statement  contained herein or in a document  incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement  contained herein
(or in the applicable Prospectus Supplement), or in any other subsequently filed
document  that  also is or is  deemed to be  incorporated  herein by  reference,
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

     The Company hereby  undertakes to provide  without charge to each person to
whom this  Prospectus  is  delivered,  upon the written or oral  request of such
person, a copy of any and all of the information  that has been  incorporated by
reference  in this  Prospectus  (excluding  exhibits  unless such  exhibits  are
specifically incorporated by reference into the information that this Prospectus
incorporates).  Requests  for such  copies  should be made to the Company at its
principal executive offices, 745 Atlantic Avenue,  Boston,  Massachusetts 02111,
Attention:  John F. Kenny,  Jr.,  Executive Vice  President and Chief  Financial
Officer.

                                      (iv)

                                  RISK FACTORS

     Investors should carefully consider the following risk factors, in addition
to the  other  information  contained  in this  Prospectus  and  any  Prospectus
Supplement,  before  purchasing any of the Offered  Securities.  This Prospectus
sets forth or incorporates by reference  forward-looking  statements  within the
meaning of Section 27A of the Securities Act, such as those regarding the goals,
beliefs,  plans or current  expectations  of the Company and its  management and
other  statements  contained in this Prospectus  regarding  matters that are not
historical  facts.  Because such  forward-looking  statements  include risks and
uncertainties,  actual results may differ  materially from those expressed in or
implied by such  forward-looking  statements.  Factors  that could cause  actual
results to differ materially  include,  but are not limited to, the risk factors
set forth below and the matters set forth or  incorporated  by reference in this
Prospectus  generally and any Prospectus  Supplement.  The Company undertakes no
obligation   to  release   publicly  the  results  of  any  revisions  to  these
forward-looking  statements  that  may be  made  to  reflect  future  events  or
circumstances or to reflect unanticipated events.

Risks Associated with Acquisition Strategy

     Iron Mountain has pursued and intends to continue to pursue acquisitions of
records  management  and related  service  businesses  as a key component of its
growth strategy.  Certain risks are inherent in an acquisition strategy, such as
increasing  leverage  and debt  service  requirements  and  combining  disparate
company  cultures and facilities,  which could adversely  affect Iron Mountain's
operating results. The success of any completed  acquisition will depend in part
on Iron Mountain's ability to integrate effectively the acquired businesses into
Iron Mountain.  The process of integrating such acquired  businesses may involve
unforeseen   difficulties   and  may  require  a   disproportionate   amount  of
management's  attention and Iron Mountain's  financial and other  resources.  No
assurance can be given that additional suitable  acquisition  candidates will be
identified,   financed  and  purchased  on  acceptable  terms,  or  that  recent
acquisitions or future acquisitions, if completed, will be successful.

     In September,  1997 Iron Mountain  amended and restated its bank  facility,
dated as of September  30, 1996 among Iron  Mountain,  the lenders party thereto
and The Chase Manhattan Bank, as Administrative  Agent (the "Credit Agreement").
Under the terms of the Credit Agreement, acquisitions by Iron Mountain involving
in excess of (i) $65 million (other than the  acquisition  of Arcus Group,  Inc.
(the "Arcus  Acquisition") and the acquisition of HIMSCORP,  Inc.  ("HIMSCORP"))
for any one  acquisition  and (ii) $150 million in the aggregate or $100 million
in cash for 1998 or any subsequent  year require the approval of lenders holding
51% or more of the commitments under the Credit  Agreement.  No assurance can be
given that the  lenders  will  consent to any  acquisitions  that Iron  Mountain
proposes to make in excess of such limits.

     The size, timing and integration of possible future  acquisitions may cause
substantial  fluctuations  in operating  results  from quarter to quarter.  As a
result,  operating  results for any quarter may not be indicative of the results
that may be  achieved  for any  subsequent  fiscal  quarter or for a full fiscal
year.

Competition; Alternative Technologies

     Iron Mountain has one or more  competitors in all geographic areas where it
operates.  Iron  Mountain  believes that  competition  for customers is based on
price,  reputation  for  reliability,  quality of service and scope and scale of
technology,  and believes that it generally competes  effectively based on these
factors.  As a result of this competition,  the records management  industry has
for the past several years experienced  downward pricing  pressures.  While Iron
Mountain  believes  that this pricing  climate is  stabilizing,  there can be no
assurance that prices will not decline  further,  as competitors seek to gain or
preserve  market  share.  Should a further  downward  trend in pricing  occur or
continue for an extended period of time, it could have a material adverse effect
on Iron  Mountain's  results of  operations.  Iron  Mountain  also  competes for
acquisition candidates.  Some of Iron Mountain's competitors may possess greater
financial and other resources than Iron Mountain. If any such competitor were to
devote  additional  resources  to  the  records  management  business  and  such
acquisition candidates or to focus its strategy on Iron Mountain's markets, Iron
Mountain's results of operations could be adversely affected. In addition,  Iron
Mountain

faces competition from the internal document handling  capability of its current
and potential customers. There can be no assurance that these organizations will
outsource  more of their document  management  needs or that they will not bring
in-house some or all of the functions they currently outsource.

     The substantial majority of Iron Mountain's revenues have been derived from
the storage of paper documents and from related services.  Such storage requires
significant physical space. Alternative technologies for generating,  capturing,
managing,  transmitting  and storing  information  have been developed,  many of
which require  significantly  less space than paper. Such  technologies  include
computer media,  microforms,  audio/video  tape, film,  CD-ROM and optical disk.
None of these technologies has replaced paper as the principal means for storing
information. However, there can be no assurance that one or more non-paper-based
technologies  (whether  now  existing or developed in the future) may not in the
future reduce or supplant the use of paper as a preferred medium, which could in
turn adversely affect Iron Mountain's business.

Financial Leverage; Debt Service Requirements

      Iron Mountain is highly  leveraged due to the substantial  indebtedness it
has incurred primarily to finance  acquisitions and expand its operations.  Iron
Mountain  expects to continue to borrow under the Credit  Agreement and possible
future credit  arrangements in order to finance possible future acquisitions and
for general corporate purposes.

     The ability of Iron Mountain to repay its indebtedness  depends upon future
operating  performance,  which is  subject  to the  success  of Iron  Mountain's
business strategy,  prevailing economic conditions, levels of interest rates and
financial,  business and other factors, many of which are beyond Iron Mountain's
control.  The debt service  obligations  of Iron Mountain  could have  important
consequences,  including  the  following:  (i) the  ability of Iron  Mountain to
obtain  additional  financing for future  working  capital needs or for possible
future acquisitions or other purposes may be limited; (ii) a substantial portion
of Iron Mountain's cash flow from operations will be dedicated to the payment of
principal and interest on its indebtedness, thereby reducing funds available for
other purposes;  (iii) Iron Mountain may be more vulnerable to adverse  economic
conditions  than some of its  competitors and thus may be limited in its ability
to withstand  competitive  pressures;  and (iv) Iron Mountain may be more highly
leveraged than certain of its  competitors,  which may place it at a competitive
disadvantage.

     A  substantial  portion of Iron  Mountain's  cash flow from  operations  is
required for debt service. Management believes that cash flow from operations in
conjunction with borrowings from existing and possible future credit  facilities
will be sufficient for the foreseeable future to meet debt service  requirements
and to make possible  future  acquisitions  and capital  expenditures.  However,
there can be no assurance in this regard,  and Iron  Mountain's  leverage  could
make  it  vulnerable  to  a  downturn  in  the  operating   performance  of  its
subsidiaries, a downturn in economic conditions or, because borrowings under the
Credit Agreement bear interest at rates which  fluctuate,  increases in interest
rates on  borrowings  under  the  Credit  Agreement.  If such cash flow were not
sufficient to meet such debt service requirements or payments of principal, Iron
Mountain could be required to sell additional equity  securities,  refinance its
obligations or dispose of assets in order to make such scheduled payments. There
can be no  assurance  that Iron  Mountain  would be able to  effect  any of such
transactions or do so on favorable terms.

Casualty

     Iron Mountain currently  maintains and intends to continue to maintain,  to
the extent  such  insurance  is  available  on  commercially  reasonable  terms,
comprehensive  liability,  fire,  flood and earthquake  (where  appropriate) and
extended  coverage  insurance with respect to the properties that it now owns or
leases or that it may in the  future  own or lease,  with  customary  limits and
deductibles.  Certain types of loss,  however,  may not be fully  insurable on a
cost-effective  basis,  such as losses from  earthquakes,  or may be  altogether
uninsurable,  such as losses from riots.  Iron Mountain has in the past suffered
damages and losses from an earthquake  and a riot in  California,  which damages
and losses were substantially covered by insurance. In March 1997, Iron Mountain
experienced three fires, all of which authorities have determined were caused by
arson and which  resulted  in  extensive  damage to one and  destruction  of the
Company's other records  management  facility in South Brunswick  Township,  New
Jersey. Iron

                                        2

Mountain  has filed  several  insurance  claims  related to the South  Brunswick
fires,  including a significant claim under its business interruption  insurance
policy.  Some of the  Company's  customers  or  their  insurance  carriers  have
asserted  claims or filed  lawsuits as a consequence  of the  destruction  of or
damage to their  records due to the fires.  The Company is a defendant  in three
such lawsuits.  The outcome of these claims and proceedings cannot be predicted.
Based on its present assessment of the situation,  after consultation with legal
counsel,  management  does not  believe  that the  outcome  of these  claims and
lawsuits  will  have a  material  adverse  effect on Iron  Mountain's  financial
condition or results of  operations,  although there can be no assurance in this
regard.

     In the future,  should  uninsured  losses or damages  occur,  Iron Mountain
could lose both its investment in and anticipated profits and cash flow from the
affected property and may continue to be obligated on any leasehold obligations,
mortgage  indebtedness  or other  obligations  related  to such  property.  As a
result, any such loss could materially adversely affect Iron Mountain.

History of Losses; EBITDA Objective

     Iron Mountain has a history of experiencing net losses applicable to common
stockholders.  Such net losses are attributable in part to significant  non-cash
charges associated with Iron Mountain's pursuit of its growth strategy,  namely,
(i)  depreciation and  amortization  expenses  associated with expansion of Iron
Mountain's  storage  capacity and (ii)  goodwill  amortization  associated  with
acquisitions  accounted for under the purchase method.  In addition,  net income
applicable to common  stockholders has been negatively  affected by a charge for
accretion of a redeemable put warrant and, in 1996, by an  extraordinary  charge
related  to the early  retirement  of debt.  The put  warrant  was  redeemed  in
February 1996, upon completion of Iron Mountain's initial public offering.

     Iron  Mountain's  primary  financial  objective is to increase its earnings
before  interest,  taxes,  depreciation,  amortization and  extraordinary  items
("EBITDA"),  which  is a  source  of  funds  to  service  indebtedness  and  for
investment in continued internal growth and growth through acquisitions, and not
net income and net income applicable to common  stockholders.  Iron Mountain has
benefited  from  growth  in  EBITDA,  while  net  losses  applicable  to  common
stockholders  have  increased  over such period.  Based on its experience in the
records management industry,  Iron Mountain believes that EBITDA is an important
tool for measuring the performance of records  management  companies  (including
potential  acquisition  targets) in several areas, such as liquidity,  operating
performance  and  leverage.  In  addition,  lenders use EBITDA as a criterion in
evaluating  records  management   companies,   and  Iron  Mountain's   financing
agreements  contain  covenants in which EBITDA is used as a measure of financial
performance.  Other measures of Iron Mountain's financial  performance,  such as
net  income  and  net  income  applicable  to  common  stockholders,  have  been
negatively  affected by pursuit of Iron Mountain's  objective to increase EBITDA
and may be  negatively  affected in the future.  In addition,  execution of Iron
Mountain's  growth  strategy  could result in future net losses due to increased
interest  expense  associated  with  borrowings  under the Credit  Agreement and
possible future credit arrangements and increased  depreciation and amortization
expenses.

Anti-Takeover  Effect of Certain  Provisions of Iron  Mountain's  Certificate of
Incorporation, By-Laws and the Notes Indentures

     Certain provisions of Iron Mountain's  Amended and Restated  Certificate of
Incorporation  (the "Restated  Certificate")  and Iron  Mountain's  By-Laws (the
"By-Laws")  could have the effect of making it more  difficult for a third party
to acquire,  or  discouraging  a third party from  acquiring,  a majority of the
outstanding  capital stock of Iron Mountain and could make it more  difficult to
consummate certain types of transactions involving an actual or potential change
in control of Iron  Mountain,  such as a merger,  tender offer or proxy contest.
The Restated Certificate also provides for three classes of Directors,  as equal
in number as possible,  to be elected on a staggered basis (one class per year).
As a  result  of such a  provision,  it would  generally  require  at least  two
elections of the Iron Mountain Board to replace a majority of the members of the
Iron  Mountain  Board,   thereby  enabling   existing   management  to  exercise
significant control over Iron Mountain's affairs during such period. Pursuant to
the Restated Certificate,  shares of Preferred Stock may be issued in the future
without further  stockholder  approval and upon such terms and  conditions,  and
having such rights,  privileges and preferences (including the right to vote and
the right to convert into Common

                                        3

Stock),  as the Iron  Mountain  Board may  determine.  Pursuant to the  By-Laws,
approximately  4 million  shares of Common Stock that were issued by the Company
in five acquisitions are subject to restrictions on transfer for varying periods
of time,  all of which  expire by January  1999. A  significant  portion of such
shares are held by affiliates.

     Iron Mountain currently has outstanding $165,000,000 in aggregate principal
amount of 10 1/8% Senior Subordinated Notes due 2006 issued in October 1996 (the
"1996 Notes") and  $250,000,000 in aggregate  principal  amount of 8 3/4% Senior
Subordinated  Notes due 2009  issued in  October  1997 (the  "1997  Notes,"  and
collectively  with the 1996  Notes,  the  "Senior  Subordinated  Notes").  Under
certain  circumstances  relating  to a change of  control  of Iron  Mountain  (a
"Change of Control") as set forth in the indentures for the Senior  Subordinated
Notes (the "Notes Indentures"),  Iron Mountain will be required to make an offer
to  purchase  all of the  outstanding  Senior  Subordinated  Notes at a purchase
price, in cash,  equal to 101% of the principal  amount thereof plus accrued and
unpaid interest, if any, to the date of purchase. There can be no assurance that
Iron Mountain  would be able to obtain such funds  through a refinancing  of the
Senior  Subordinated  Notes to be purchased or  otherwise,  or that the purchase
would be permitted under the Credit  Agreement.  Also, the requirement that Iron
Mountain  make an offer to purchase  all of the Senior  Subordinated  Notes then
outstanding in the event of a Change of Control may have the effect of deterring
a third party from  effecting a  transaction  that would  constitute a Change of
Control.

Control by Principal Stockholders

     The voting power held by certain  large  stockholders  of Iron Mountain may
have the effect of  discouraging  certain  types of  transactions  involving  an
actual or potential change of control of Iron Mountain,  including  transactions
in which the holders of Common Stock might otherwise receive a premium for their
shares over then-current market prices. In addition,  as a result of such voting
power such stockholders have the ability to significantly affect the election of
Directors of Iron Mountain who, in turn,  control the  management and affairs of
Iron Mountain.

Restrictions  Imposed by Terms of  Indebtedness;  Dependence  Upon Operations of
Subsidiaries

     The Credit Agreement and the Notes Indentures contain covenants restricting
or limiting  the ability of the Company  and its  subsidiaries  to,  among other
things:  (i) incur  additional  indebtedness;  (ii) pay  dividends or make other
restricted payments; (iii) make asset dispositions; (iv) permit liens; (v) enter
into sale and leaseback  transactions;  (vi) enter into certain  mergers;  (vii)
make  certain  investments;  and (viii)  enter into  transactions  with  related
persons.  This  may  adversely  affect  the  Company's  ability  to  pursue  its
acquisition strategy. The Credit Agreement also requires the Company to maintain
specific financial ratios and to satisfy certain financial  condition tests. The
Company's  ability to meet those financial ratios and financial  condition tests
can be affected by events beyond its control, and there can be no assurance that
the Company will meet those tests.  The breach of any of those  covenants  could
result in a default under the Credit  Agreement,  the Notes Indentures or all of
them.  In the  event of a  default  under  the  Credit  Agreement  or the  Notes
Indentures,  the lenders could seek to declare all amounts outstanding under the
Credit  Agreement,  together  with  accrued and unpaid  interest,  if any, to be
immediately due and payable.  If the Company were unable to repay those amounts,
the lenders  under the Credit  Agreement  could proceed  against the  collateral
granted  to them to secure  that  indebtedness.  If the  indebtedness  under the
Credit Agreement or the Notes Indentures were to be accelerated, there can be no
assurance  that the assets of the Company  would be  sufficient to repay in full
that indebtedness and the other indebtedness of the Company.

     Substantially  all of the  tangible  assets of the Company are held by, and
substantially  all  of  the  Company's   operating  revenues  are  derived  from
operations of, the Company's subsidiaries.  Therefore,  the Company's ability to
pay interest and  principal  when due under the Credit  Agreement and the Senior
Subordinated  Notes is dependent upon the receipt of sufficient  funds from such
subsidiaries.  The  Company's  obligations  under the Credit  Agreement  and the
Senior   Subordinated   Notes  are   guaranteed,   jointly  and  severally,   by
substantially all of the Company's present and future subsidiaries.

                                        4


Environmental Matters

     As of September 30, 1997,  Iron  Mountain  owned or leased over 150 records
management  facilities.  Under various  federal,  state and local  environmental
laws, ordinances and regulations ("Environmental Laws"), an owner of real estate
or a lessee  conducting  operations  thereon may become  liable for the costs of
investigation,  removal or remediation of soil and  groundwater  contaminated by
certain hazardous substances or wastes or petroleum products.  Certain such laws
impose cleanup  responsibility and liability without regard to whether the owner
or operator of the real estate or operations  thereon knew of or was responsible
for the  contamination,  and whether or not operations at the property have been
discontinued  or title to the property has been  transferred.  In addition,  the
presence of such substances, or the failure to properly remediate such property,
may adversely affect the current property owner's or operator's  ability to sell
or rent such property or to borrow using such property as collateral.  The owner
or operator of contaminated real estate also may be subject to common law claims
by third parties based on damages and costs resulting from off-site migration of
the contamination.

     Certain Environmental Laws govern the removal, encapsulation or disturbance
of  asbestos-containing  materials ("ACMs").  Such laws may impose liability for
release of ACMs and may enable  third  parties to seek  recovery  from owners or
operators of real estate for personal  injury  associated  with exposure to such
substances.  Certain facilities operated by Iron Mountain contain or may contain
ACMs.  In addition,  certain of the  properties  formerly or currently  owned or
operated by Iron Mountain were  previously used for industrial or other purposes
that involved the use or storage of hazardous  substances or petroleum  products
or the  generation  and disposal of  hazardous  wastes,  and in some  instances,
included the operation of underground storage tanks ("USTs"). In connection with
its former and  current  ownership  or  operation  of certain  properties,  Iron
Mountain  may be  potentially  liable  for  environmental  costs  such as  those
discussed  above.  Iron  Mountain  has  from  time  to  time  conducted  certain
environmental  investigations  and remedial  activities at certain of its former
and current facilities,  but an in-depth  environmental review of all properties
has not yet been conducted by or on behalf of Iron Mountain.

     Iron Mountain believes it is in substantial  compliance with all applicable
material  Environmental  Laws. No assurance can be given that there are, or as a
result  of  possible  future   acquisitions  there  will  be,  no  environmental
conditions  for which Iron Mountain might be liable in the future or that future
regulatory  action, as well as compliance with future  Environmental  Laws, will
not require  Iron  Mountain to incur costs for or at its  properties  that could
have a  material  adverse  effect on Iron  Mountain's  financial  condition  and
results of operations.

No Intention to Pay Dividends

     Iron  Mountain  has never  declared or paid cash  dividends  on its capital
stock.  Iron Mountain  intends to retain future earnings for use in its business
and does not  anticipate  declaring  or paying any cash  dividends  on shares of
Common Stock in the foreseeable future. In addition,  Iron Mountain is currently
restricted under the terms of the Credit Agreement and the Notes Indentures from
declaring or paying cash dividends on its Common Stock.

                                        5

                                   THE COMPANY

     Iron Mountain is America's largest records management  company, as measured
by its  revenues.  The Company is a national,  full-service  provider of records
management  and  related  services,  enabling  customers  to  outsource  records
management  functions.  Iron Mountain has a  diversified  customer  base,  which
includes  more than half of the  Fortune  500 and  numerous  commercial,  legal,
banking,  healthcare,   accounting,  insurance,   entertainment  and  government
organizaitions.  The Company provides storage and related services for all major
media, including paper (the dominant form of record storage),  computer disk and
tapes, microfilm and microfiche,  master audio and video tapes, film and optical
disks, X-rays and blueprints. Iron Mountain's principal services provided to its
storage  customers include courier pick-up and delivery,  filing,  retrieval and
destruction of records,  database management,  customized reporting and disaster
recovery  support.  The  Company  also  sells  storage  materials  and  provides
consulting,  facilities  management,  information  technology staffing and other
outsourcing services.

     Iron  Mountain  was  incorporated  in Delaware in 1990 but its  predecessor
operations  date from 1951.  The  principal  executive  office of the Company is
located at 745 Atlantic  Avenue,  Boston,  Massachusetts  02111.  Its  telephone
number is (617) 357-4455.

                                 USE OF PROCEEDS

     Unless otherwise  described in the applicable  Prospectus  Supplement,  the
Company intends 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 such time or the  reduction of
amounts  outstanding  under the Credit  Agreement or any other credit  facility.
Pending  utilization  as set  forth  above,  the  proceeds  from the sale of the
Offered   Securities  will  be  invested  in  short-term,   dividend-paying   or
interest-bearing investment grade securities.

                       RATIO OF EARNINGS TO FIXED CHARGES

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




                                                                                                   Pro Forma(1)
                                                                                           -------------------------
                                                                                           For the      For the nine
                                                                      Nine months ended    year ended   months ended
                              Year ended December 31,                   September 30,      December 31, September 30,
                    --------------------------------------------    ---------------------  ------------ ------------
                      1992     1993     1994     1995    1996          1996       1997         1996         1997
                      ----     ----     ----     ----    ----          ----       ----         ----         ----
                                                                                
Ratio of earnings
to fixed charges      1.3x     1.3x     1.2x     1.1x    1.1x          1.1x      0.9x(2)      0.7x(3)      0.8x(4)
- ------------


1    Does not include results of operations  prior to the date of  acquisition,
     or pro forma adjustments,  for acquisitions  completed by HIMSCORP or Arcus
     Group, Inc. in 1996 and 1997.
2    The Company  reported a pretax loss for the nine months ended September 30,
     1997. For such period the Company would have needed to generate  additional
     income from continuing  operations,  before  provision for income taxes, of
     $2,156 to cover its fixed charges of $24,425.
3    On a pro forma basis, the Company would have needed to generate  additional
     income from continuing  operations,  before  provision for income taxes, of
     $17,779 to cover its fixed charges of $56,433.
4    On a pro forma basis, the Company would have needed to generate  additional
     income from continuing  operations,  before  provision for income taxes, of
     $7,601 to cover its fixed charges of $44,366.



     The ratios of earnings to fixed  charges  presented  above were computed by
dividing the Company's  earnings by fixed  charges.  For this purpose,  earnings
have been  calculated by adding fixed charges to income (loss) before  provision
for income taxes.  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.

                                        6

                         DESCRIPTION OF DEBT SECURITIES

     The Debt Securities will be direct obligations of the Company, which may be
secured or unsecured,  and which may be senior or  subordinated  indebtedness of
the Company. The Debt Securities may be fully and unconditionally  guaranteed on
a secured or unsecured,  senior or subordinated basis,  jointly and severally by
the Guarantors.  The Debt Securities will be issued under one or more indentures
(an "Indenture") between the Company and a trustee (an "Indenture Trustee"). Any
Indenture will be subject to, and governed by, the Trust  Indenture Act of 1939,
as amended (the "TIA"). The statements made hereunder relating to any Indentures
and the Debt  Securities  to be  issued  thereunder  are  summaries  of  certain
anticipated provisions thereof and do not purport to be complete and are subject
to, and are qualified in their  entirety by reference to, all  provisions of the
Indentures and such Debt Securities.

General

     The Company has filed with the  Registration  Statement with respect to the
Offered  Securities a form of Indenture (as supplemented  from time to time, the
"Senior Indenture") relating to the Senior Securities (as defined) and a form of
Indenture (as  supplemented  from time to time,  the  "Subordinated  Indenture")
relating to the Senior  Subordinated  Securities  (as defined) and  Subordinated
Securities (as defined).  The Debt Securities will be direct  obligations of the
Company and, if issued under the Senior Indenture, will rank equally and ratably
in  right  of  payment  with  other  indebtedness  of the  Company  that  is not
subordinated  (the "Senior  Securities"),  or, if issued under the  Subordinated
Indenture, 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 ("Senior  Subordinated  Securities") or may be
subordinated in right of payment to the Senior Subordinated Notes and such other
senior    subordinated    indebtedness    ("Subordinated    Securities").    See
"--Subordination."  The  Debt  Securities  may be  issued  without  limit  as to
aggregate  principal  amount, in one or more series, in each case as established
from time to time in or pursuant to  authority  granted by a  resolution  of the
Board of Directors of the Company or as  established  in one or more  indentures
supplemental  to any  Indenture.  All Debt  Securities of one series need not be
issued  at the same  time  and,  unless  otherwise  provided,  a  series  may be
reopened,  without  the consent of the  holders of the Debt  Securities  of such
series, for issuances of additional Debt Securities of such series.

     It is anticipated that any Indenture will provide that the Company may, but
need  not,  designate  more than one  Indenture  Trustee  thereunder,  each with
respect to one or more series of Debt  Securities.  Any Indenture  Trustee under
any  Indenture  may resign or be removed  with  respect to one or more series of
Debt Securities,  and a successor Indenture Trustee may be appointed to act with
respect  to such  series.  In the event that two or more  persons  are acting as
Indenture Trustee with respect to different series of Debt Securities, each such
Indenture  Trustee shall be a trustee of a trust under the applicable  Indenture
separate and apart from the trust  administered by any other Indenture  Trustee,
and, except as otherwise  indicated  herein,  any action  described herein to be
taken by the Indenture  Trustee may be taken by each such Indenture Trustee with
respect to, and only with respect to, the one or more series of Debt  Securities
for which it is Indenture Trustee under the applicable Indenture.

     Reference is made to the  Prospectus  Supplement  relating to the series of
Debt Securities being offered for the specific terms thereof,  including,  where
applicable, the following:

     (1)  the title of such Debt Securities and whether such Debt Securities are
          Senior  Securities,  Senior  Subordinated  Securities or  Subordinated
          Securities;

     (2)  the aggregate  principal  amount of such Debt Securities and any limit
          on such aggregate principal amount;


                                        7

     (3)  the percentage of the principal  amount at which such Debt  Securities
          will be issued and, if other than the principal  amount  thereof,  the
          portion of the principal  amount thereof  payable upon  declaration of
          acceleration of the maturity  thereof,  or (if applicable) the portion
          of the principal  amount of such Debt Securities which is convertible,
          or the method by which any such portion shall be determined;

     (4)  if   convertible,   the  terms  on  which  such  Debt  Securities  are
          convertible,  including the initial  conversion  price or rate and the
          conversion  period and any applicable  limitations on the ownership or
          transferability  of the securities into which such Debt Securities are
          convertible;

     (5)  the date or dates, or the method for  determining  such date or dates,
          on which the principal of such Debt Securities will be payable;

     (6)  the rate or rates (which may be fixed or  variable),  or the method by
          which  such  rate or rates  shall be  determined,  at which  such Debt
          Securities will bear interest, if any;

     (7)  the date or dates, or the method for  determining  such date or dates,
          from  which  any  interest  will  accrue,  the dates on which any such
          interest will be payable,  the record dates for such interest  payment
          dates,  or the method by which any such date shall be determined,  the
          person to whom such  interest  shall be  payable,  and the basis  upon
          which  interest  shall be  calculated  if other than that of a 360-day
          year of 12 months consisting of 30 days each;

     (8)  the place or places  where  (i) the  principal  of,  any  premium  and
          interest  on, and any  additional  amounts  payable in respect of such
          Debt  Securities  will be payable,  (ii) such Debt  Securities  may be
          surrendered for conversion or registration of transfer or exchange and
          (iii)  notices or  demands  to or upon the  Company in respect of such
          Debt Securities and the applicable Indenture may be served;

     (9)  the period or periods  within which,  the price or prices at which and
          the terms and  conditions  upon  which  such  Debt  Securities  may be
          redeemed,  as a whole or in part, at the option of the Company, if the
          Company is to have such an option;

     (10) the  obligation,  if any, of the Company to redeem,  repay or purchase
          such  Debt  Securities  pursuant  to any  sinking  fund  or  analogous
          provision  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 such Debt Securities will be redeemed, repaid or
          purchased, as a whole or in part, pursuant to such obligation;

     (11) if other than U.S.  dollars,  the currency or currencies in which such
          Debt Securities are  denominated  and payable,  which may be a foreign
          currency  or units of two or more  foreign  currencies  or a composite
          currency or currencies, and the terms and conditions relating thereto;

     (12) if the  principal  of or  premium,  if any,  or  interest on such Debt
          Securities  is to be  payable,  at the  election  of the  Company or a
          holder thereof, in one or more currencies or currency units other than
          that or those in which such Debt  Securities are stated to be payable,
          the  currency,  currencies  or currency  units in which payment of the
          principal of and premium,  if any, and interest on Debt  Securities of
          such series as to which such  election  is made shall be payable,  and
          the periods within which and the terms and conditions  upon which such
          election is to be made;

     (13) whether  the  amount of  payments  of  interest  on,  principal  of or
          premium,  if any,  on such  Debt  Securities  may be  determined  with
          reference to an index, formula or other method (which index,

                                        8

          formula  or  method  may,  but  need  not,  be  based  on a  currency,
          currencies,   currency   unit  or  units  or  composite   currency  or
          currencies) and the manner in which such amounts shall be determined;

     (14) the events of default or  covenants  of such Debt  Securities,  to the
          extent  different  from or in  addition  to  those  described  in this
          Prospectus,  and any provisions granting special rights to the holders
          of such Debt  Securities  upon the  occurrence of events  specified in
          such Prospectus Supplement;

     (15) whether such Debt  Securities  will be issued in  certificated  and/or
          book-entry form;

     (16) whether such Debt Securities will be in registered or bearer form and,
          if in registered form, the denominations  thereof if other than $1,000
          and  any  integral  multiple  thereof  and,  if in  bearer  form,  the
          denominations thereof and terms and conditions relating thereto;

     (17) whether any of such Debt  Securities  are to be issuable in  permanent
          global  form  (a  "Global   Security")  and,  if  so,  the  terms  and
          conditions,  if any, upon which  interests in such Global Security may
          be exchanged,  in whole or in part, for the individual Debt Securities
          represented thereby;

     (18) the applicability,  if any, of the defeasance and covenant  defeasance
          provisions described in this Prospectus or any modification thereof;

     (19) if such Debt  Securities  are to be issued  upon the  exercise of debt
          warrants,  the time,  manner and place for such Debt  Securities to be
          authenticated and delivered;

     (20) whether and under what  circumstances  the Company will pay additional
          amounts on such Debt  Securities in respect of any tax,  assessment or
          governmental  charge  and, if so,  whether  the Company  will have the
          option to redeem such Debt Securities in lieu of making such payment;

     (21) the   subordination   provisions,   if  any,  relating  to  such  Debt
          Securities;

     (22) the  provisions,  if any,  relating to any security  provided for such
          Debt Securities; and

     (23) the  provisions,  if any,  relating  to any  guarantee  of  such  Debt
          Securities.

     The Debt Securities may provide for less than the entire  principal  amount
thereof to be payable upon  declaration of acceleration of the maturity  thereof
("Original Issue Discount Securities"). If material or applicable,  special U.S.
federal income tax, accounting and other  considerations  applicable to Original
Issue  Discount  Securities  will  be  described  in the  applicable  Prospectus
Supplement.

     Except as described under "--Merger, Consolidation or Sale of Assets" or as
may be set forth in any Prospectus Supplement, an Indenture will not contain any
other  provisions  that  would  limit  the  ability  of  the  Company  to  incur
indebtedness or that would afford holders of the Debt  Securities  protection in
the event of a highly leveraged or similar transaction  involving the Company or
in the  event  of a  change  of  control.  Reference  is made to the  applicable
Prospectus  Supplement  for  information  with  respect to any  deletions  from,
modifications  of or additions  to the events of default or  covenants  that are
described  below,  including  any  addition  of a covenant  or other  provisions
providing event risk or similar protection.

Denominations, Interest, Registration and Transfer

     Unless otherwise  described in the applicable  Prospectus  Supplement,  the
Debt Securities of any series that are registered securities,  other than Global
Securities   (which  may  be  of  any   denomination),   shall  be  issuable  in
denominations of $1,000 and any integral multiple thereof.

                                        9

     Unless otherwise  specified in the applicable  Prospectus  Supplement,  the
interest  on and  principal  of and  premium,  if  any,  on any  series  of Debt
Securities  will be  payable  at the  corporate  trust  office of the  Indenture
Trustee,  initially  at the  address  which will be set forth in the  applicable
Prospectus Supplement;  provided that, at the option of the Company,  payment of
interest  may be made by check  mailed to the  address  of the  person  entitled
thereto as it appears in the applicable register or by wire transfer of funds to
such person at an account maintained within the United States.

     Any  interest  not  punctually  paid or duly  provided  for on any interest
payment  date  with  respect  to a Debt  Security  ("Defaulted  Interest")  will
forthwith  cease to be payable to the holder on the  applicable  regular  record
date and may either be paid to the person in whose  name such Debt  Security  is
registered  at the close of  business  on a special  record  date (the  "Special
Record  Date") for the  payment of such  Defaulted  Interest  to be fixed by the
applicable  Indenture  Trustee,  notice  whereof shall be given to the holder of
such Debt  Security not less than 10 days prior to such Special  Record Date, or
may be paid at any  time in any  other  lawful  manner,  all as more  completely
described in the applicable Indenture.

     Subject to  certain  limitations  imposed  upon Debt  Securities  issued in
book-entry  form,  the Debt  Securities of any series will be  exchangeable  for
other  Debt  Securities  of the same  series and of a like  aggregate  principal
amount and tenor of different  authorized  denominations  upon surrender of such
Debt  Securities  at the  corporate  trust  office of the  applicable  Indenture
Trustee.  In  addition,   subject  to  certain  limitations  imposed  upon  Debt
Securities  issued in book-entry  form, the Debt Securities of any series may be
surrendered for conversion or registration of transfer  thereof at the corporate
trust  office  of  the  applicable   Indenture  Trustee.   Every  Debt  Security
surrendered for  conversion,  registration of transfer or exchange shall be duly
endorsed or accompanied by a written  instrument of transfer.  No service charge
will  be  made  for  any  registration  of  transfer  or  exchange  of any  Debt
Securities,  but the Indenture  Trustee or the Company may require  payment of a
sum  sufficient  to  cover  any tax or  other  governmental  charge  payable  in
connection  therewith.  If the applicable  Prospectus  Supplement  refers to any
transfer agent (in addition to the Indenture  Trustee)  initially  designated by
the Company  with respect to any series of Debt  Securities,  the Company may at
any time rescind the  designation of any such transfer agent or approve a change
in the location  through  which any such  transfer  agent acts,  except that the
Company  will be required to maintain a transfer  agent in each place of payment
for such  series.  The Company  may at any time  designate  additional  transfer
agents with respect to any series of Debt Securities.

     Neither  the  Company nor any  Indenture  Trustee  shall be required to (i)
issue, register the transfer of or exchange Debt Securities of any series during
a period  beginning  at the opening of business 15 days before any  selection of
Debt  Securities  of that  series  to be  redeemed  and  ending  at the close of
business  on (a) if  such  Debt  Securities  are  issuable  only  as  registered
securities,  the day of the mailing of the relevant notice of redemption and (b)
if such Debt Securities are issuable as bearer securities,  the day of the first
publication of the relevant notice of redemption or, if such Debt Securities are
also issuable as registered securities and there is no publication,  the mailing
of the relevant notice of redemption;  (ii) register the transfer of or exchange
any registered  security so selected for redemption in whole or in part, except,
in the case of any  registered  security  to be  redeemed  in part,  the portion
thereof not to be redeemed;  (iii) exchange any bearer  security so selected for
redemption  except that such a bearer security may be exchanged for a registered
security of that series and like tenor;  provided that such registered  security
shall be simultaneously  surrendered for redemption; or (iv) issue, register the
transfer  of or  exchange  any Debt  Security  which  has been  surrendered  for
repayment at the option of the holder,  except the portion, if any, of such Debt
Security not to be so repaid.

                                       10

Merger, Consolidation or Sale of Assets

     The Company may not  consolidate  or merge with or into (whether or not the
Company is the surviving corporation),  or sell, assign, transfer, lease, convey
or otherwise  dispose of all or substantially all of its properties or assets in
one or more related  transactions,  to another entity unless: (a) the Company is
the  surviving  corporation  or the  entity  formed  by or  surviving  any  such
consolidation  or merger  (if other  than the  Company)  or to which  such sale,
assignment,  transfer,  lease,  conveyance or other  disposition shall have been
made is a corporation organized or existing under the laws of the United States,
any state  thereof or the  District  of  Columbia;  (b) the entity  formed by or
surviving  any such  consolidation  or merger (if other than the Company) or the
entity to which such sale,  assignment,  transfer,  lease,  conveyance  or other
disposition  shall have been made  assumes  all the  obligations  of the Company
under  the  Debt  Securities  and  any  Indenture  (pursuant  to a  supplemental
indenture  in  a  form  reasonably  satisfactory  to  the  applicable  Indenture
Trustee);  and (c) immediately  after such transaction no event of default under
the applicable Indenture, and no event which, after notice or the lapse of time,
or both, would become such an event of default exists.

Certain Covenants

     Provision  of Financial  Information.  Whether or not required by the rules
and  regulations  of  the  Commission,  so  long  as  any  Debt  Securities  are
outstanding,  the Company will furnish to the holders of Debt Securities (a) all
quarterly  and  annual  financial  information  that  would  be  required  to be
contained in a filing with the  Commission on Forms 10-Q and 10-K if the Company
were  required to file such  Forms,  including a  "Management's  Discussion  and
Analysis of Financial  Condition and Results of Operations" and, with respect to
the  annual  information  only,  a report  thereon  by the  Company's  certified
independent accountants and (b) all financial information that would be required
to be  included  in a Form 8-K filed with the  Commission  if the  Company  were
required to file such reports. In addition, whether or not required by the rules
and  regulations  of the  Commission,  the Company  will file a copy of all such
information and reports with the Commission for public availability  (unless the
Commission will not accept such a filing) and make such information available to
investors who request it in writing.

     Additional Covenants.  Any additional or different covenants of the Company
(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, Notice and Waiver

     Each  Indenture  will  provide  that the  following  events are  "Events of
Default" with respect to any series of Debt Securities  issued  thereunder;  (a)
default for 30 days in the payment of any  installment  on any Debt  Security of
such series; (b) default in the payment of the principal of (or premium, if any,
on) any Debt Security of such series at its maturity;  (c) default in making any
sinking  fund  payments as required for any Debt  Security of such  series;  (d)
default in the performance of any other covenant of the Company contained in the
applicable  Indenture  (other than a covenant added to such Indenture solely for
the benefit of a series of Debt  Securities  issued  thereunder  other than such
series),  such default  having  continued  for 60 days after  written  notice as
provided in such Indenture; (e) default in the payment of an aggregate principal
amount  exceeding a specified  dollar amount of any evidence of  indebtedness of
the Company or any  mortgage,  indenture  or other  instrument  under which such
indebtedness is issued or by which such  indebtedness  is secured,  such default
having  occurred after the expiration of any applicable  grace period and having
resulted  in  the   acceleration  of  the  maturity  of  such   indebtedness  or
constituting a default in the payment of such  indebtedness  at final  maturity,
but only if such  indebtedness  is not  discharged or such  acceleration  is not
rescinded  or  annulled;  (f)  certain  events  of  bankruptcy,   insolvency  or
reorganization, or court appointment of a receiver, liquidator or trustee of the
Company or any Significant  Subsidiary (as hereinafter  defined) or any of their
respective property; and (g) any other event of default provided with respect to
a particular series of Debt Securities.  The term "Significant Subsidiary" means
each significant  subsidiary (as defined in Regulation S-X promulgated under the
Securities Act) of the Company.

                                       11

     If an Event of Default (other than an Event of Default  described in clause
(f) above) under any Indenture with respect to Debt  Securities of any series at
the time  outstanding  occurs  and is  continuing,  then in every  such case the
applicable  Indenture Trustee or the holders of at least 25% in principal amount
of the  outstanding  Debt  Securities  of that series may declare the  principal
amount (or, if the Debt  Securities of that series are Original  Issue  Discount
Securities or indexed securities, such portion of the principal amount as may be
specified in the terms thereof) of all of the Debt  Securities of that series to
be due and payable  immediately by written notice thereof to the Company (and to
the  applicable  Indenture  Trustee  if  given by the  holders).  If an Event of
Default described in clause (f) above with respect to the Debt Securities of any
series at the time outstanding shall occur, the principal amount of all the Debt
Securities of that series (or, in the case of any such Original  Issue  Discount
Security or other Debt Security, such specified amount) will automatically,  and
without any action by the Indenture Trustee or any holder of such series of Debt
Securities,  become immediately due and payable. However, at any time after such
a declaration of acceleration with respect to Debt Securities of such series (or
of all Debt Securities then outstanding under the applicable  Indenture,  as the
case may be) has been made,  but before a judgment  or decree for payment of the
money due has been obtained by the applicable  Indenture Trustee, the holders of
not less than a majority in principal  amount of outstanding  Debt Securities of
such series (or of all Debt  Securities  then  outstanding  under the applicable
Indenture,  as the case may be) may rescind and annul such  declaration  and its
consequences  if (i) the  Company  shall  have  deposited  with  the  applicable
Indenture  Trustee all required  payments of the principal of (and  premium,  if
any)  and  interest  on the  Debt  Securities  of such  series  (or of all  Debt
Securities then outstanding under the applicable Indenture, as the case may be),
plus  certain  fees,  expenses,  disbursements  and  advances of the  applicable
Indenture Trustee, and (ii) all Events of Default, other than the non-payment of
accelerated  principal (or specified  portion thereof),  or premium,  if any, or
interest on the Debt  Securities of such series (or of all Debt  Securities then
outstanding under the applicable Indenture,  as the case may be) have been cured
or waived as provided in the applicable  Indenture.  Each of the Indentures will
also provide that the holders of not less than a majority in principal amount of
the  outstanding  Debt  Securities of any series (or of all Debt Securities then
outstanding  under the applicable  Indenture,  as the case may be) may waive any
past default with respect to such series and its consequences,  except a default
(i) in the payment of the  principal of (or premium,  if any) or interest on any
Debt  Security  of such  series or (ii) in respect of a  covenant  or  provision
contained in the applicable Indenture that cannot be modified or amended without
the consent of the holder of each outstanding Debt Security affected thereby.

     The  Indenture  Trustee  will be  required to give notice to the holders of
Debt  Securities  within 90 days of a default  under  the  applicable  Indenture
unless  such  default  has been cured or waived;  provided,  however,  that such
Indenture  Trustee  may  withhold  notice to the  holders  of any series of Debt
Securities  of any default with respect to such series  (except a default in the
payment  of the  principal  of (or  premium,  if any) or  interest  on any  Debt
Security of such series or in the payment of any  sinking  fund  installment  in
respect of any Debt Security of such series) if specified  responsible  officers
of such  Indenture  Trustee  consider such  withholding to be in the interest of
such holders.

     Each  Indenture  will  provide  that no holders of Debt  Securities  of any
series may institute any proceedings, judicial or otherwise, with respect to the
Indenture  or for any  remedy  thereunder,  except in the case of failure of the
Indenture  Trustee,  for 60 days, to act after it has received a written request
to institute  proceedings  in respect of an event of default from the holders of
not less than a majority in principal  amount of the outstanding Debt Securities
of such series, as well as an offer of reasonable indemnity. This provision will
not prevent,  however,  any holder of Debt Securities from  instituting suit for
the  enforcement  of  payment  of the  principal  of (and  premium,  if any) and
interest on such Debt Securities at the respective due dates thereof.

     Subject to provisions in the applicable Indenture relating to its duties in
case of default,  no Indenture  Trustee will be under any obligation to exercise
any of its rights or powers under such  Indenture at the request or direction of
any  holders  of any  series of Debt  Securities  then  outstanding  under  such
Indenture,  unless such  holders  shall have  offered to the  Indenture  Trustee
reasonable  security  or  indemnity.  The holders of not less than a majority in
principal  amount of the  outstanding  Debt  Securities of any series (or of all
Debt Securities then outstanding under the applicable Indenture, as the case may
be) shall have the right to direct the time,  method and place of conducting any
proceeding for any remedy available to the applicable  Indenture Trustee,  or of
exercising any trust or power conferred upon such Indenture Trustee. However, an
Indenture  Trustee may refuse to follow any direction  which is in conflict with
any

                                       12

law or the  Indenture,  which may  involve  such  Indenture  Trustee in personal
liability or which may be unduly  prejudicial to the holders of Debt  Securities
of such series not joining therein.

     The Company will be required to deliver to each Indenture  Trustee annually
a  certificate,  signed by one of several  specified  officers  of the  Company,
stating  whether or not such  officer has  knowledge  of any  default  under the
applicable Indenture and, if so, specifying each such default and the nature and
status thereof.

Modification of the Indenture

     Modifications  and amendments of an Indenture will be permitted to be made,
and a waiver of any existing  default or  compliance  with any  provision may be
made,  only with the  consent  of the  holders  of not less than a  majority  in
principal  amount of all  outstanding  Debt  Securities or series of outstanding
Debt Securities  which are affected by such  modification,  amendment or waiver;
provided,  however, that no such modification,  amendment or waiver may, without
the  consent  of the holder of each such Debt  Security  affected  thereby,  (i)
change the stated  maturity of the principal of, or any  installment of interest
(or premium, if any) on any such Debt Security; (ii) reduce the principal amount
of, or the rate or amount of interest on, or any premium  payable on  redemption
of, any such Debt  Security,  or reduce the amount of  principal  of an Original
Issue  Discount  Security  that would be due and  payable  upon  declaration  of
acceleration  of the  maturity  thereof or would be provable in  bankruptcy,  or
adversely affect any right of repayment of the holder of any such Debt Security;
(iii)  change the place of  payment,  or the coin or  currency,  for  payment of
principal  of,  premium,  if any, or interest  on any such Debt  Security;  (iv)
impair the right to institute suit for the enforcement of any payment on or with
respect to any such Debt Security; (v) reduce the percentage of outstanding Debt
Securities of any series  necessary to modify or amend the  Indenture,  to waive
compliance with certain  provisions thereof or certain defaults and consequences
thereunder  or to reduce  the  quorum or voting  requirements  set forth in such
Indenture;  (vi) waive a default or event of default in the payment of principal
of or premium, if any, or interest on the Debt Securities (except a recission of
acceleration  of the Debt  Securities  by holders of not less than a majority in
principal  amount  of Debt  Securities  or series  of Debt  Securities  affected
thereby and that  resulted from such  acceleration);  or (vii) modify any of the
foregoing  provisions or any of the provisions relating to the waiver of certain
past defaults or certain covenants,  except to increase the required  percentage
to effect such action or to provide that  certain  other  provisions  may not be
modified or waived without the consent of the holder of such Debt Security.

     Modifications  and  amendments of an Indenture will be permitted to be made
by the Company  and the  applicable  Indenture  Trustee  thereunder  without the
consent of any holder of Debt Securities for any of the following purposes:  (i)
to evidence the  succession  of another  person to the Company as obligor  under
such  Indenture;  (ii) to add to the covenants of the Company for the benefit of
the holders of all or any series of Debt Securities or to surrender any right or
power  conferred  upon the  Company  in such  Indenture;  (iii) to add events of
default for the benefit of the holders of all or any series of Debt  Securities;
(iv) to add or change any provisions of the Indenture to facilitate the issuance
of, or to  liberalize  certain  terms of, Debt  Securities in bearer form, or to
permit or facilitate  the issuance of Debt  Securities in  uncertificated  form;
provided  that such  action  shall not  adversely  affect the  interests  of the
holders  of the Debt  Securities  in any  material  respect;  (v) to  change  or
eliminate  any  provisions  of the  Indenture;  provided that any such change or
elimination  shall  become  effective  only when  there  are no Debt  Securities
outstanding  of any series  created  prior  thereto  which are  entitled  to the
benefit  of such  provision;  (vi) to  secure  the  Debt  Securities;  (vii)  to
establish  the form or terms of Debt  Securities  of any series,  including  the
provisions  and  procedures,  if  applicable,  for the  conversion  of such Debt
Securities  into  Common  Stock or  Preferred  Stock;  (viii) to provide for the
acceptance of  appointment  by a successor  Indenture  Trustee or facilitate the
administration  of the  trusts  under an  Indenture  by more than one  Indenture
Trustee;  (ix) to cure any ambiguity,  defect or  inconsistency in an Indenture;
provided that such action shall not adversely affect the interests of holders of
Debt Securities of any series in any material respect;  or (x) to supplement any
of the  provisions  of an  Indenture  to  the  extent  necessary  to  permit  or
facilitate  defeasance  and  discharge  of any  series of such Debt  Securities;
provided  that such  action  shall not  adversely  affect the  interests  of the
holders of the Debt Securities of any series in any material respect.

     Each Indenture will provide that in determining  whether the holders of the
requisite principal amount of outstanding Debt Securities of a series have given
any  request,  demand,  authorization,  direction,  notice,  consent  or  waiver
thereunder  or  whether a quorum is  present  at a meeting  of  holders  of Debt
Securities, (i) the principal amount of an Original Issue Discount Security that

                                       13

shall be deemed to be outstanding  shall be the amount of the principal  thereof
that  would  be due  and  payable  as of the  date of  such  determination  upon
declaration of acceleration of the maturity  thereof,  (ii) the principal amount
of a Debt  Security  denominated  in a  foreign  currency  that  shall be deemed
outstanding  shall be the U.S. dollar  equivalent,  determined on the issue date
for such Debt Security,  of the principal amount (or, in the case of an Original
Issue Discount  Security,  the U.S. dollar  equivalent on the issue date of such
Debt  Security of the amount  determined  as  provided in (i) above),  (iii) the
principal amount of an indexed security that shall be deemed  outstanding  shall
be the  principal  face amount of such  indexed  security at original  issuance,
unless  otherwise  provided  with  respect  to  such  indexed  security  in  the
applicable Indenture, and (iv) Debt Securities owned by the Company or any other
obligor  upon the Debt  Securities  or any  affiliate  of the Company or of such
other obligor shall be disregarded.

     Each  Indenture  will  contain  provisions  for  convening  meetings of the
holders of each series of Debt  Securities.  A meeting may be called at any time
by an Indenture Trustee,  and also, upon request,  by the Company or the holders
of at least 25% in principal  amount of the outstanding  Debt Securities of such
series,  in any such case,  upon notice  given as  provided  in such  Indenture.
Except for any  consent  that must be given by the holder of each Debt  Security
affected by certain  modifications,  amendments and waiver of an Indenture,  any
resolution  presented at a meeting or adjourned meeting duly reconvened at which
a quorum is present may be adopted by the  affirmative  vote of the holders of a
majority in principal  amount of the outstanding Debt Securities of that series;
provided,  however,  that,  except as referred  to above,  any  resolution  with
respect to any  request,  demand,  authorization,  direction,  notice,  consent,
waiver or other  action  that may be made,  given or taken by the  holders  of a
specified percentage,  which is less than a majority, in principal amount of the
outstanding Debt Securities of a series may be adopted at a meeting or adjourned
meeting duly reconvened at which a quorum is present by the affirmative  vote of
the holders of such specified  percentage in principal amount of the outstanding
Debt Securities for that series.  Any resolution passed or decision taken at any
meeting of holders of Debt Securities of any series duly held in accordance with
the applicable  Indenture  will be binding on all holders of Debt  Securities of
that series. The quorum at any meeting called to adopt a resolution,  and at any
reconvened  meeting,  will be persons  holding  or  representing  a majority  in
principal  amount of the  outstanding  Debt  Securities  of a series;  provided,
however,  that if any action is to be taken at such  meeting  with  respect to a
consent or waiver which may be given by the holders of not less than a specified
percentage in principal  amount of the outstanding  Debt Securities of a series,
the persons  holding or  representing  such  specified  percentage  in principal
amount of the  outstanding  Debt  Securities  of such series will  constitute  a
quorum.

     Notwithstanding the foregoing provisions,  each Indenture will provide that
if any action is to be taken at a meeting of holders of Debt  Securities  of any
series with respect to any request, demand,  authorization,  direction,  notice,
consent,  waiver or other action that such Indenture  expressly  provides may be
made,  given or taken by the holders of such  series and one or more  additional
series:  (i) there shall be no minimum quorum  requirement  for such meeting and
(ii) the principal amount of the outstanding Debt Securities of such series that
vote in  favor  of  such  request,  demand,  authorization,  direction,  notice,
consent,  waiver or other  action  shall be taken into  account  in  determining
whether such request, demand, authorization,  direction, notice, consent, waiver
or other action has been made, given or taken under such Indenture.

Discharge, Defeasance and Covenant Defeasance

     The Company may discharge  certain  obligations to holders of any series of
Debt Securities that have not already been delivered to the applicable Indenture
Trustee  for  cancellation  and 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 such Indenture Trustee, in trust, funds in
such currency or  currencies,  currency  unit or units or composite  currency or
currencies in which such Debt Securities are payable in an amount  sufficient to
pay the entire indebtedness on such Debt Securities in respect of principal (and
premium,  if any)  and  interest  to the  date of such  deposit  (if  such  Debt
Securities  have become due and payable) or to the stated maturity or redemption
date, as the case may be.

     An  Indenture  may provide  that,  if certain  provisions  thereof are made
applicable  to the  Debt  Securities  of or  within  a  series  pursuant  to the
Indenture,  the Company may elect either (i) to defease and be  discharged  from
any 

                                       14




and all  obligations  with  respect  to such  Debt  Securities  (except  for the
obligation to pay  additional  amounts,  if any, upon the  occurrence of certain
events of tax,  assessment  or  governmental  charge with respect to payments on
such Debt Securities and the obligations to register the transfer or exchange of
such Debt  Securities,  to replace  temporary or mutilated,  destroyed,  lost or
stolen Debt Securities,  to maintain an office or agency in respect of such Debt
Securities and to hold moneys for payment in trust) ("defeasance") or (ii) to be
released from its obligations with respect to such Debt Securities under certain
sections  of  such  Indenture   (including  the  restrictions   described  under
"--Certain  Covenants")  and,  if  provided  pursuant  to  such  Indenture,  its
obligations with respect to any other covenant,  and any omission to comply with
such  obligations  shall not  constitute  a default or an event of default  with
respect to such Debt Securities ("covenant defeasance"), in either case upon the
irrevocable  deposit by the Company with the applicable  Indenture  Trustee,  in
trust, of an amount,  in such currency or currencies,  currency unit or units of
composite  currency or currencies in which such Debt  Securities  are payable at
stated  maturity,  or  Government  Obligations  (as  defined  below),  or  both,
applicable  to such Debt  Securities  which  through  the  scheduled  payment of
principal and interest,  in accordance with their terms will provide money in an
amount sufficient to pay the principal of (and premium,  if any) and interest on
such Debt  Securities,  and any  mandatory  sinking fund or  analogous  payments
thereon, on the scheduled dates therefor.

     Such a trust may be  established  only if, among other things,  the Company
has  delivered  to the  applicable  Indenture  Trustee an opinion of counsel (as
specified in the  applicable  Indenture)  to the effect that the holders of such
Debt Securities will not recognize income,  gain or loss for U.S. federal income
tax purposes as a result of such  defeasance or covenant  defeasance and will be
subject to U.S.  federal income tax on the same amounts,  in the same manner and
at the same times as would  have been the case if such  defeasance  or  covenant
defeasance had not occurred.

     "Government  Obligations" means securities which are (i) direct obligations
of the United  States of  America or the  government  which  issued the  foreign
currency in which the Debt  Securities of a particular  series are payable,  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 or such  government  which  issued the  foreign
currency in which the Debt  Securities of a particular  series are payable,  the
payment  of which is  unconditionally  guaranteed  as a full  faith  and  credit
obligation by the United States of America or such other  government,  which, in
either case, 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 Government  Obligation or a specific  payment
of interest  on or  principal  of any such  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 Government Obligations or
the specific  payment of interest on or principal of the Government  Obligations
evidenced by such depository receipt.

     Unless otherwise provided in the applicable Prospectus Supplement, if after
the  Company  has  deposited  funds  and/or  Government  Obligations  to  effect
defeasance or covenant defeasance with respect to Debt Securities of any series,
(i) the holder of a Debt Security of such series is entitled to, and does, elect
pursuant  to the  applicable  Indenture  or the terms of such Debt  Security  to
receive  payment in a currency,  currency unit or composite  currency other than
that in which such  deposit has been made in respect of such Debt  Security,  or
(ii) a Conversion  Event (as defined  below)  occurs in respect of the currency,
currency  unit or composite  currency in which such  deposit has been made,  the
indebtedness represented by such Debt Security shall be deemed to have been, and
will be, fully discharged and satisfied  through the payment of the principal of
(and premium,  if any) and interest on such Debt Security as they become due out
of the proceeds yielded by converting the amount so deposited in respect of such
Debt Security into the  currency,  currency unit or composite  currency in which
such  Debt  Security  becomes  payable  as a  result  of such  election  or such
cessation of usage based on the applicable  market  exchange  rate.  "Conversion
Event" means the cessation of use of (i) a currency,  currency unit or composite
currency  both by the  government  of the country which issued such currency and
for  the  settlement  of   transactions  by  a  central  bank  or  other  public
institutions of or within the international banking community, (ii) the ECU both
within the European  Monetary  System and for the settlement of  transactions by
public institutions of or within the European  Communities or (iii) any currency
unit or composite

                                       15

currency  other  than the ECU for the  purposes  for  which it was  established.
Unless otherwise provided in the applicable Prospectus Supplement,  all payments
of principal of (and premium,  if any) and interest on any Debt Security that is
payable  in a  foreign  currency  that  ceases to be used by its  government  of
issuance shall be made in U.S. dollars.

     If the  Company  effects  covenant  defeasance  with  respect  to any  Debt
Securities and such Debt  Securities are declared due and payable because of the
occurrence  of any event of default  and the amount in such  currency,  currency
unit or  composite  currency  in which such Debt  Securities  are  payable,  and
Government  Obligations  on deposit with the Trustee,  are not sufficient to pay
amounts due on such Debt  Securities at the time of the  acceleration  resulting
from such event of default  (even though they would have been  sufficient to pay
amounts due under such Debt  Security  and their stated time of  maturity),  the
Company  would remain  liable to make payment of such amounts due at the time of
acceleration.

     Notwithstanding the description set forth under "--Subordination" below, in
the  event  that  the  Company  deposits  money  or  Government  Obligations  in
compliance  with the applicable  Indenture in order to defease all or certain of
its  obligations  with  respect  to  any  Senior   Subordinated   Securities  or
Subordinated Securities,  the moneys or Government Obligations so deposited will
not be  subject  to the  subordination  provisions  of  such  Indenture  and the
indebtedness  evidenced by such Senior  Subordinated  Securities or Subordinated
Securities will not be subordinated in right of payment to the holders of senior
indebtedness  and senior  subordinated  indebtedness (as the case may be) to the
extent of the moneys or Government Obligations so deposited.

     The applicable  Prospectus  Supplement may further describe the provisions,
if any,  permitting  such  defeasance  or  covenant  defeasance,  including  any
modifications  to the  provisions  described  above,  with  respect  to the Debt
Securities of or within a particular series.

Conversion Rights

     The terms and  conditions,  if any,  upon  which  the Debt  Securities  are
convertible  into  Common  Stock or  Preferred  Stock  will be set  forth in the
Prospectus  Supplement  relating  thereto.  Such terms will include whether such
Debt  Securities  are  convertible  into Common  Stock or Preferred  Stock,  the
conversion  price or rate (or manner of  calculation  thereof),  the  conversion
period, provisions as to whether conversion will be at the option of the holders
of the Company,  the events  requiring an adjustment of the conversion  price or
rate and provisions  affecting conversion in the event of the redemption of such
Debt Securities and any restrictions on conversion.

Subordination

     The terms and conditions, if any, upon which Senior Subordinated Securities
or  Subordinated  Securities of a series are  subordinated to Debt Securities of
another series or to other  indebtedness of the Company will be set forth in the
applicable Prospectus  Supplement.  Such terms will include a description of the
indebtedness   ranking  senior  to  such  Senior   Subordinated   Securities  or
Subordinated  Securities,  the  restrictions  on payments to the holders of such
Senior Subordinated  Securities or Subordinated  Securities while a default with
respect to such senior indebtedness is continuing, the restrictions,  if any, on
payments to the holders of such Senior  Subordinated  Securities or Subordinated
Securities  following an Event of Default,  and provisions  requiring holders of
such Senior Subordinated  Securities or Subordinated Securities to remit certain
payments to holders of senior indebtedness.

Global Securities

     If  so  set  forth  in  the  applicable  Prospectus  Supplement,  the  Debt
Securities  of a series  may be issued in whole or in part in the form of one or
more  Global  Securities  that  will be  deposited  with,  or on  behalf  of,  a
depositary  identified in the applicable  Prospectus Supplement relating to such
series.  Global Securities may be issued in either registered or bearer form and
in either  temporary or permanent  form.  The specific  terms of the  depositary

                                       16

arrangement with respect to any such series of Debt Securities will be described
in the applicable Prospectus Supplement.

                          DESCRIPTION OF CAPITAL STOCK

     The following description of the capital stock of Iron Mountain and certain
provisions  of the  Restated  Certificate  and the  By-Laws is a summary  and is
qualified  in its entirety by  reference  to the  Restated  Certificate  and the
By-Laws.

     Iron Mountain's  authorized capital stock consists of 100,000,000 shares of
Common Stock,  1,000,000  shares of nonvoting  common stock,  $.01 par value per
share  ("Nonvoting  Common Stock") and 2,000,000  shares of Preferred  Stock. No
shares of Preferred  Stock have been  issued.  There were  13,452,917  shares of
Common  Stock held by 219  holders of record and no shares of  Nonvoting  Common
Stock issued and outstanding as of January 5, 1998.

Common Stock

     The rights of holders of the Common  Stock and the  Nonvoting  Common Stock
are identical in all respects except voting and convertibility.

     Dividends. Holders of record of shares of Common Stock and Nonvoting Common
Stock on the  record  date  fixed by the Iron  Mountain  Board are  entitled  to
receive  such  dividends  as may be declared by the Iron  Mountain  Board out of
funds legally  available for such purpose.  No dividends may be declared or paid
in cash or property on any share of either class, however, unless simultaneously
the same  dividend is declared or paid on each share of the other class.  In the
case of any stock  dividend,  holders of each class are  entitled to receive the
same percentage dividend (payable in shares of that class) as the holders of the
other class.

     Iron  Mountain  is  currently  restricted  under  the  terms of the  Credit
Agreement and the Notes  Indentures from paying cash dividends on the Common and
Nonvoting Common Stock.  Even if funds were to be available,  Iron Mountain does
not intend to pay dividends in the foreseeable future.

     Voting  Rights.  Except  as  otherwise  required  by law,  on  each  matter
submitted  for a vote of  stockholders,  holders  of shares of Common  Stock are
entitled to one vote per share and  holders of  Nonvoting  Common  Stock are not
entitled to vote.

     Under the Restated Certificate,  the vote of holders of at least 80% of the
voting  power of all  outstanding  shares  of  capital  stock  entitled  to vote
generally in the election of Directors,  voting  together as a single class (the
"Voting Power"),  is required for the amendment or repeal of, or the adoption of
any  provision   inconsistent  with,  provisions  of  the  Restated  Certificate
establishing  a classified  Board of Directors.  The vote of holders of at least
662/3% of such Voting Power is required  for the  amendment or repeal of, or the
adoption  of  any  provision  inconsistent  with,  provisions  of  the  Restated
Certificate  authorizing the Preferred Stock,  Common Stock and Nonvoting Common
Stock or specifying the terms of the Common Stock and the Nonvoting Common Stock
(including  any amendment to increase any shares of authorized  capital  stock).
Certain other  provisions also require such a 662/3% vote. See "DGCL and Certain
Provisions of the Restated Certificate and the By-Laws." There are no cumulative
voting rights in the election of the Board of Directors of the Company.

                                       17

     Conversion Provisions. Shares of Nonvoting Common Stock are convertible, at
any time at the option of the holder, on a share-for-share  basis into shares of
Common Stock without the payment of any additional consideration;  provided that
the  conversion  of any  shares of  Nonvoting  Common  Stock by a "bank  holding
company" under the Bank Holding Company Act of 1956, as amended, or an affiliate
thereof  is  prohibited  if the  conversion  of the  total  number  of shares of
Nonvoting  Common Stock held by such holder would cause it to be in violation of
such Act.

     Liquidation  Rights.  Upon  liquidation,  dissolution or winding-up of Iron
Mountain, the holders of Common Stock and Nonvoting Common Stock are entitled to
share ratably  (based on the number of shares held) in all assets  available for
distribution  after  payment  in full of  creditors  and  payment in full to any
holders of Preferred  Stock then  outstanding of any amount  required to be paid
under the terms of such Preferred Stock.

     Other  Provisions.  The  outstanding  shares of Common Stock and  Nonvoting
Common Stock are validly issued,  fully paid and  nonassessable.  In any merger,
consolidation  or  business  combination,  holders of each  class  will  receive
identical consideration,  except that in any such transaction in which shares of
stock are distributed,  such shares may differ as to voting rights to the extent
that voting  rights now differ  between the two  classes.  Neither  class may be
subdivided,   consolidated,    reclassified   or   otherwise   changed   unless,
concurrently,  the other  class is  subdivided,  consolidated,  reclassified  or
otherwise changed in the same proportion and in the same manner.

     The Transfer  Agent and Registrar for the Common Stock is Boston  Equiserve
Limited Partnership,  150 Royall Street, Canton,  Massachusetts 02021 (telephone
number (781) 575-2000).

     The Iron  Mountain  Board has the power to issue shares of  authorized  but
unissued  Common Stock and Nonvoting  Common Stock without  further  stockholder
action.  The holders of Common Stock and Nonvoting Common Stock are not entitled
to preemptive or subscription rights. The issuance of such unissued shares could
have the effect of diluting  the  earnings per share and book value per share of
currently outstanding shares of Common Stock.

Preferred Stock

     The  authorized and unissued  shares of Preferred  Stock may be issued with
such  designations,  preferences,  limitations  and relative  rights as the Iron
Mountain Board may authorize including,  but not limited to: (i) the distinctive
designation  of each series and the number of shares that will  constitute  such
series;  (ii) the voting  rights,  if any, of shares of such  series;  (iii) the
dividend  rate on the shares of such  series,  any  restriction,  limitation  or
condition  upon  the  payment  of such  dividends,  whether  dividends  shall be
cumulative,  and the dates on which  dividends  are payable;  (iv) the prices at
which,  and the terms and conditions on which,  the shares of such series may be
redeemed,  if such  shares are  redeemable;  (v) the  purchase  or sinking  fund
provisions,  if any,  for the purchase or  redemption  of shares of such series;
(vi) any preferential  amount payable upon shares of such series in the event of
the liquidation,  dissolution or winding-up of Iron Mountain or the distribution
of its  assets;  and (vii) the price or rates of  conversion  at which,  and the
terms and  conditions  on which the shares of such series may be converted  into
other securities, if such shares are convertible.  Although Iron Mountain has no
present  intention to issue shares of Preferred Stock, the issuance of Preferred
Stock,  or the issuance of rights to purchase such shares,  could  discourage an
unsolicited  acquisition proposal and 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 may be issued in the future.

     The following description of the Preferred Stock sets forth certain general
terms and provisions of the Preferred  Stock to which any 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 the Restated  Certificate  (including  any  applicable
Certificates of Designation) and the By-Laws.

     Reference is made to the  Prospectus  Supplement  relating to the Preferred
Stock offered thereby for specific terms, including:

                                       18

     (1)  the title of such Preferred Stock;

     (2)  the number of shares of such Preferred  Stock offered,  the par value,
          the  liquidation  preference  per share and the offering price of such
          Preferred Stock;

     (3)  the dividend rate(s), period(s) and/or payment date(s) or method(s) of
          calculation thereof applicable to such Preferred Stock;

     (4)  the  date  from  which   dividends  on  such  Preferred   Stock  shall
          accumulate, if applicable;

     (5)  the  procedures  for any auction  and  remarketing,  if any,  for such
          Preferred Stock;

     (6)  the provision for a sinking fund, if any, for such Preferred Stock;

     (7)  the provision for redemption, if applicable, of such Preferred Stock;

     (8)  any listing of such Preferred Stock on any securities exchange;

     (9)  the terms and  conditions,  if  applicable,  upon which such Preferred
          Stock will be convertible  into Common Stock of the Company or another
          series of  Offered  Securities,  including  the  conversion  price (or
          manner of calculation thereof);

     (10) whether  interests  in such  Preferred  Stock will be  represented  by
          Depositary shares as more fully described below under  "Description of
          Depositary Shares;"

     (11) any  other  specific  terms,  preferences,   rights,   limitations  or
          restrictions of such Preferred Stock;

     (12) a discussion of federal income tax  considerations  applicable to such
          Preferred Stock;

     (13) the relative  ranking and  preferences of such  Preferred  Stock as to
          dividend rights and rights upon liquidation, dissolution or winding up
          of the affairs of the Company;

     (14) any  limitations on issuance of any series of Preferred  Stock ranking
          senior to or on a parity  with such  series of  Preferred  Stock as to
          dividend rights and rights upon liquidation, dissolution or winding up
          of the affairs of the Company; and

     (15) any limitations on direct or beneficial  ownership and restrictions on
          transfer.

     As described under "Description of Depositary  Shares," the Company may, at
its option,  elect to offer Depositary  Shares evidenced by depositary  receipts
("Depositary  Receipts"),   each  representing  a  fractional  interest  (to  be
specified in the Prospectus  Supplement relating to the particular series of the
Preferred  Stock) in a share of the  particular  series of the  Preferred  Stock
issued and deposited with a Depositary (as defined below).

Rank

     Unless otherwise determined by the Iron Mountain Board and specified in the
applicable Prospectus Supplement,  it is expected that the Preferred Stock will,
with  respect to dividend  rights and rights upon  liquidation,  dissolution  or
winding  up of the  Company,  rank (i) senior to all  Common  Stock,  and to all
equity securities  ranking junior to such Preferred Stock; (ii) on a parity with
all equity  securities  issued by the  Company  the terms of which  specifically
provide that such equity  securities rank on a parity with the Preferred  Stock;
and (iii)  junior to all equity  securities  issued by the  Company the terms of
which  specifically  provide  that such  equity  securities  rank  senior to the
Preferred Stock.

                                       19

Dividends

     Holders of  Preferred  Stock of each  series  shall be entitled to receive,
when,  as and if  declared  by the Iron  Mountain  Board,  out of  assets of the
Company legally available for payment,  cash dividends at such rates and on such
dates as will be set forth in the applicable  Prospectus  Supplement.  Each such
dividend  shall be  payable  to  holders  of record as they  appear on the stock
transfer  books  of the  Company  (or,  if  applicable,  on the  records  of the
Depositary  referred to below under "Description of Depositary  Shares") on such
record dates as shall be fixed by the Board.

     Dividends  on any  series  of the  Preferred  Stock  may be  cumulative  or
noncumulative,  as provided in the applicable Prospectus Supplement.  Dividends,
if  cumulative,  will be  cumulative  from and  after  the date set forth in the
applicable Prospectus Supplement.  If the Iron Mountain Board fails to declare a
dividend payable on a dividend payment date on any series of the Preferred Stock
for which  dividends are  noncumulative,  then the holders of such series of the
Preferred  Stock  will have no right to  receive a  dividend  in  respect of the
dividend period ending on such dividend  payment date, and the Company will have
no  obligation  to pay the  dividend  accrued  for such  period,  whether or not
dividends on such series are  declared  payable on any future  dividend  payment
date.

     If Preferred Stock of any series are  outstanding,  no full dividends shall
be  declared  or paid or set apart for  payment  on the  Preferred  Stock of the
Company of any other series ranking, as to dividends, on a parity with or junior
to the  Preferred  Stock of such series for any period unless (i) if such series
of Preferred Stock has a cumulative  dividend,  full  cumulative  dividends have
been or contemporaneously are declared and paid or declared and a sum sufficient
for the payment  thereof set apart for such  payment on the  Preferred  Stock of
such series for all past dividend  periods and the then current  dividend period
or (ii) if such series of Preferred  Stock does not have a cumulative  dividend,
full   dividends   for  the  then   current   dividend   period   have  been  or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment  thereof  set  apart for such  payment  on the  Preferred  Stock of such
series.  When  dividends are not paid in full (or a sum sufficient for such full
payment  is not so set  apart)  upon the  Preferred  Stock of any series and the
shares  of any  other  series  of  Preferred  Stock  ranking  on a parity  as to
dividends with the Preferred Stock of such series,  all dividends  declared upon
Preferred  Stock of such series and any other series of Preferred Stock shall in
all cases bear to each other the same ratio that accrued  dividends per share on
the Preferred Stock of such series (which shall not include any  accumulation in
respect of unpaid  dividends for prior dividend  periods if such Preferred Stock
do not have a cumulative dividend) and such other series of Preferred Stock bear
to each  other.  No  interest,  or sum of  money in lieu of  interest,  shall be
payable in respect of any  dividend  payment or payments on  Preferred  Stock of
such series which may be in arrears.

     Except as provided in the immediately  preceding  paragraph,  unless (i) if
such  series of  Preferred  Stock has a  cumulative  dividend,  full  cumulative
dividends on the Preferred  Stock of such series have been or  contemporaneously
are declared and paid or declared and a sum sufficient for the repayment thereof
set  apart  for  payment  for all past  dividend  periods  and the then  current
dividend  period,  and (ii) if such  series of  Preferred  Stock does not have a
cumulative  dividend,  full dividends on the Preferred Stock of such series have
been or contemporaneously are declared and paid or declared and a sum sufficient
for the payment  thereof set apart for  payment  for the then  current  dividend
period,  no dividends (other than in Common Stock or other capital stock ranking
junior  to  the  Preferred  Stock  of  such  series  as to  dividends  and  upon
liquidation)  shall  be  declared  or paid or set  aside  for  payment  or other
distribution  shall be  declared  or made  upon the  Common  Stock or any  other
capital stock of the Company ranking junior to or on a parity with the Preferred
Stock of such series as to dividends or upon  liquidation,  nor shall any Common
Stock or any other capital stock of the Company ranking junior to or on a parity
with the Preferred  Stock of such series as to dividends or upon  liquidation be
redeemed,  purchased or otherwise  acquired for any consideration (or any moneys
be paid to or made available for a sinking fund for the redemption of any shares
of any such stock) by the Company  (except by  conversion  into or exchange  for
other capital stock of the Company ranking junior to the Preferred Stock of such
series as to dividends and upon  liquidation  and except pursuant to certain pro
rata offers to purchase or a concurrent redemption of all, or a pro rata portion
of, the  outstanding  shares of the Preferred Stock of such series and any other
series of Preferred  Stock  ranking on a parity with such series as to dividends
and liquidation).

                                       20

     Any dividend  payment  made on shares of a series of Preferred  Stock shall
first be credited  against the  earliest  accrued but unpaid  dividend  due with
respect to shares of such series which remains payable.

Redemption

     If so provided in the applicable Prospectus Supplement, the Preferred Stock
will be subject  to  mandatory  redemption  or  redemption  at the option of the
Company, as a whole or in part, in each case upon the terms, at the times and at
the redemption prices set forth in such Prospectus Supplement.

     The Prospectus  Supplement  relating to a series of Preferred Stock that is
subject to mandatory  redemption will specify the number of such Preferred Stock
that shall be redeemed by the Company in each year commencing after a date to be
specified,  at a redemption  price per share to be  specified,  together with an
amount equal to all accrued and unpaid  dividends  thereon  (which shall not, if
such Preferred Stock do not have a cumulative dividend, include any accumulation
in  respect  of unpaid  dividends  for prior  dividend  periods)  to the date of
redemption.  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 the
issuance of capital stock of the Company,  the terms of such Preferred Stock may
provide  that,  if no such 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,  such  Preferred  Stock  shall  automatically  and
mandatorily  be converted  into shares of the  applicable  capital  stock of the
Company pursuant to conversion provisions specified in the applicable Prospectus
Supplement.

     Notwithstanding the foregoing, unless (i) if such series of Preferred Stock
has a cumulative dividend, full cumulative dividends on all shares of any series
of Preferred Stock shall have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment  thereof set apart for payment for
all past dividend periods and the then current dividend period, and (ii) if such
series of Preferred Stock does not have a cumulative dividend, full dividends on
the Preferred  Stock of any series have been or  contemporaneously  are declared
and paid or declared and a sum sufficient for the payment  thereof set apart for
payment for the then current dividend  period,  no shares of any other series of
Preferred Stock ranking, as to dividends and upon liquidation, on parity with or
junior to the  Preferred  Stock of such  series  shall be  redeemed  unless  all
outstanding series of Preferred Stock of such series are simultaneously redeemed
and the Company shall not purchase or otherwise  acquire  directly or indirectly
any Preferred  Stock of such series  (except by conversion  into or exchange for
capital  stock of the  Company  ranking  junior to the  Preferred  Stock of such
series  as to  dividends  and upon  liquidation);  provided,  however,  that the
foregoing  shall not prevent the purchase or acquisition  of Preferred  Stock of
such series  pursuant to a purchase or exchange  offer made on the same terms to
holders of all outstanding Preferred Stock of such series.

     If fewer than all of the  outstanding  Preferred Stock of any series are to
be redeemed,  the number of Preferred Stock to be redeemed will be determined by
the Company and such shares may be redeemed  pro rata from the holders of record
of such shares in  proportion  to the number of such shares held by such holders
(with adjustments to avoid redemption of fractional  shares) or by lot in manner
determined by the Company.

     Notice of  redemption  will be mailed at least 30 days but not more than 60
days before the redemption  date to each holder of record of Preferred  Stock of
any series to be redeemed at the address  shown on the stock  transfer  books of
the Company.  Each notice shall state:  (i) the redemption date; (ii) the number
of shares and series of the Preferred Stock to be redeemed; (iii) the redemption
price; (iv) the place or places where  certificates for such Preferred Stock are
to be surrendered for payment of the redemption price; (v) that dividends on the
shares to be redeemed will cease to accrue on such redemption date; and (vi) the
date upon which the holder's  conversion rights, if any, as to such shares shall
terminate.  If  fewer  than all the  Preferred  Stock  of any  series  are to be
redeemed,  the notice mailed to each such holder  thereof shall also specify the
number of Preferred  Stock to be redeemed  from each such  holder.  If notice of
redemption of any Preferred  Stock has been given and if the funds necessary for
such  redemption  have been set aside by the Company in trust for the benefit of
the holders of any of the Preferred  Stock so called for  redemption,  then from
and after the  redemption  date dividends will cease to accrue on such Preferred
Stock,  and any and all rights of the  holders of such  shares  will  terminate,
except the right to receive the redemption price.

                                       21

Liquidation Preference

     Upon any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the Company,  then,  before any  distribution or payment shall be
made to the holders of any Common  Stock or any other class or series of capital
stock of the  Company  ranking  junior  to a series  of  Preferred  Stock in the
distribution  of assets upon any  liquidation,  dissolution or winding up of the
Company,  the  holders of such  series of  Preferred  Stock shall be entitled to
receive out of assets of the  Company  legally  available  for  distribution  to
shareholders  liquidating   distributions  in  the  amount  of  the  liquidation
preference per share (set forth in the applicable Prospectus  Supplement),  plus
an amount equal to all  dividends  accrued and unpaid  thereon  (which shall not
include  any  accumulation  in respect of unpaid  dividends  for prior  dividend
periods  if such  Preferred  Stock do not  have a  cumulative  dividend).  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
the remaining  assets of the Company.  In the event that upon any such voluntary
or involuntary  liquidation,  dissolution or winding up, the available assets of
the Company are insufficient to pay the amount of the liquidating  distributions
on all outstanding  shares of a series of Preferred Stock and the  corresponding
amounts payable on all shares of other classes or series of capital stock of the
Company  ranking  on a  parity  with  such  series  of  Preferred  Stock  in the
distribution  of assets  (including,  if  applicable,  other series of Preferred
Stock),  then the holders of such series of  Preferred  Stock and all other such
classes or series of capital stock shall share ratably in any such  distribution
of assets in  proportion  to the full  liquidating  distributions  to which they
would otherwise be respectively entitled.

     If liquidating distributions shall have been made in full to all holders of
Preferred Stock, the remaining assets of the Company shall be distributed  among
the holders of any other classes or series of capital  stock  ranking  junior to
the Preferred Stock upon  liquidation,  dissolution or winding up,  according to
their  respective  rights and  preferences  and in each case  according to their
respective number of shares.  For such purposes,  the consolidation or merger of
the Company with or into any other trust or corporation,  or the sale,  lease or
conveyance  of all or  substantially  all of the  property  or  business  of the
Company, shall not be deemed to constitute a liquidation, dissolution or winding
up of the Company.

Voting Rights

     Holders of the Preferred  Stock will not have any voting rights,  except as
set  forth  below  or as  otherwise  from  time  to time  required  by law or as
indicated in the applicable Prospectus Supplement.

     Unless otherwise  specified in the related  Prospectus  Supplement,  at any
time dividends on any Preferred Stock shall be in arrears for a specified number
of consecutive  quarterly  periods,  the holders of such Preferred Stock and any
other  series of  Preferred  Stock  upon  which  like  voting  rights  have been
conferred and are exercisable (voting separately as a class) will be entitled to
vote for the  election of two  additional  directors  of the Company at the next
annual meeting of shareholders and at each subsequent  meeting until (i) if such
series of Preferred Stock has a cumulative dividend,  all dividends  accumulated
on such  Preferred  Stock for the past  dividend  periods  and the then  current
dividend  period shall have been fully paid or declared and a sum sufficient for
the payment  thereof  set aside for payment or (ii) if such series of  Preferred
Stock does not have a cumulative dividend,  four consecutive quarterly dividends
shall have been fully paid or  declared  and a sum  sufficient  for the  payment
thereof set aside for payment.

     Unless otherwise specified in the applicable Prospectus Supplement, so long
as any Preferred Stock remain  outstanding,  the Company shall not,  without the
affirmative  vote or  consent of the  holders  of a majority  of the shares of a
series of Preferred  Stock  outstanding at the time that is adversely  affected,
given in person or by proxy,  either in  writing  or at a meeting  (such  series
voting  separately  as a class),  (i)  authorize  or  create,  or  increase  the
authorized  or issued  amount of, any class or series of capital  stock  ranking
prior to such series of Preferred  Stock with respect to payment of dividends or
the  distribution  of assets  upon  liquidation,  dissolution  or winding up, or
reclassify any authorized  capital stock of the Company into any such shares, or
create,  authorize  or issue any  obligation  or  security  convertible  into or
evidencing the right to purchase any such shares; or (ii) amend, alter or repeal
the provisions of the  certificate  of designation  for such series of Preferred
Stock,  whether by merger,  consolidation or otherwise,  so 

                                       22


as to materially and adversely affect any right, preference, privilege or voting
power of such  series  of  Preferred  Stock or the  holders  thereof;  provided,
however,  that any increase in the amount of the authorized  Preferred  Stock or
the creation or issuance of any other series of Preferred Stock, or any increase
in the  amount  of  authorized  shares of such  series  or any  other  series of
Preferred  Stock,  in each  case  ranking  on a  parity  with or  junior  to the
Preferred  Stock of such  series  with  respect to payment of  dividends  or the
distribution of assets upon liquidation, dissolution or winding up, shall not be
deemed to materially and adversely affect such rights,  preferences,  privileges
or voting powers.

     The foregoing voting  provisions will not apply if, at or prior to the time
when the act with respect to which such vote would  otherwise be required  shall
be effected, all outstanding shares of such series of Preferred Stock shall have
been  redeemed or called for  redemption  and  sufficient  funds shall have been
deposited in trust to effect such redemption.

     As more fully described under  "Description of Depositary Shares" below, if
the Company elects to issue Depositary  Shares,  each representing a fraction of
share of a series of the Preferred  Stock,  each such Depositary will, in effect
be entitled to such fraction of a vote per Depositary Share.

Conversion Rights

     The  terms and  conditions,  if any,  upon  which  shares of any  series of
Preferred  Stock may be converted  into or exchanged for Common Stock or another
series of  Preferred  Stock or other  series of Offered  Securities  will be set
forth in the Prospectus Supplement relating thereto. Such terms will include the
number of Common Stock or other  securities  into which the  Preferred  Share is
convertible  or  exchangeable,  conversion  or  exchange  price  (or  manner  of
calculation  thereof),  the  conversion  or exchange  period,  provisions  as to
whether  conversion  or  exchange  will be at the  option of the  holders of the
Preferred  Stock or the  Company,  the events  requiring  an  adjustment  of the
conversion or exchange price and provisions  affecting conversion or exchange in
the event of the redemption such Preferred Stock.

                        DESCRIPTION OF DEPOSITARY SHARES

General

     The description set forth below and in any applicable Prospectus Supplement
of certain  provisions of any Deposit  Agreement  (as defined  below) and of the
Depositary  Shares  and  depositary  receipts  representing   Depositary  Shares
("Depositary  Receipts")  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 series of the Preferred  Stock which have
been or will be  filed  with  the  Commission  at or  prior  to the  time of the
offering of such series of the Preferred Stock.

     The Company  may, at its option,  elect to offer  fractional  interests  in
shares of Preferred  Stock,  rather than shares of Preferred Stock. In the event
such  option is  exercised,  the  Company  will  provide  for the  issuance by a
Depositary  (as defined  below) to the public of  Depositary  Receipts,  each of
which will  represent a  fractional  interest to be set forth in the  Prospectus
Supplement  relating to a particular series of the Preferred Stock which will be
filed with the Commission at or prior to the time of the offering of such series
of the  Preferred  Stock as  described  below.  Preferred  Stock of each  series
represented  by  Depositary  Shares will be deposited  under a separate  deposit
agreement  (each,  a "Deposit  Agreement")  among the Company and the depositary
named therein (a "Depositary").  The Prospectus  Supplement relating to a series
of  Depositary  Shares  will set forth the name and  address of the  Depositary.
Subject  to the  terms of the  applicable  Deposit  Agreement,  each  owner of a
Depositary Share will be entitled, in proportion to the fractional interest of a
share of a particular  series of Preferred Stock  represented by such Depositary
Share to all the rights and  preferences of the Preferred  Stock  represented by
such Depositary Shares (including dividend, voting,  conversion,  redemption and
liquidation rights).

                                       23

     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 the Deposit Agreement and subject to the terms thereof,  a holder of
Depositary Shares is entitled to have the Depositary  deliver to such holder the
shares of Preferred  Stock  underlying  the Depositary  Shares  evidenced by 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 such  Depositary  Receipts owned by such holders,
subject to certain obligations of holders to file proofs, certificates and other
information  and to  pay  certain  charges  and  expenses  to  such  Depositary.
Fractions will be rounded down to the market whole cent.

     In the event of a  distribution  other than in cash, a  Depositary  will be
required  to  distribute  property  received  by it to  the  record  holders  of
Depositary Receipts entitled thereto,  subject to certain obligations of holders
to file proofs,  certificates  and other  information and to pay certain charges
and expenses to such  Depositary,  unless such Depositary  determines that it is
not feasible to make such distribution,  in which case such Depositary may, with
the approval of the Company,  sell such property and distribute the net proceeds
from such sale to such holders.

     No  distributions  will be made in respect of any  Depositary  Share to the
extent that it  represents  any  Preferred  Stock which have been  converted  or
exchanged.  The Deposit Agreement will also contain  provisions  relating to the
manner in which any  subscription  or similar  rights  offered by the Company to
holders of the Preferred  Stock shall be made available to holders of Depositary
Shares.

Redemption of Depositary Shares

     If a series of the Preferred  Stock  underlying  the  Depositary  Shares is
subject to redemption,  the Depositary Shares will be redeemed from the proceeds
received by the Depositary  resulting from the redemption,  in whole or in part,
of such series of the Preferred  Stock held by the  Depositary.  The  Depositary
shall mail notice of redemption not less than 30 and not more than 60 days prior
to the date  fixed  for  redemption  to the  record  holders  of the  Depositary
Receipts  evidencing the Depositary Shares to be so redeemed at their respective
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 such series of the  Preferred  Stock.
Whenever the Company  redeems shares of Preferred  Stock held by the Depositary,
the  Depositary  will  redeem  as of the  same  redemption  date the  number  of
Depositary  Shares  relating to shares of Preferred  Stock so redeemed.  If less
than all of the Depositary  Shares are to be redeemed,  the Depositary Shares to
be  redeemed  will be selected  by lot or pro rata as may be  determined  by the
Depositary.

     After the date fixed for  redemption,  the Depositary  Shares so called for
redemption  will no longer be deemed  to be  outstanding  and all  rights of the
holders of the Depositary Shares and the related Depositary Receipts will cease,
except the right to receive  the moneys  payable  upon such  redemption  and any
money or other  property  to which the  holders of such  Depositary  Shares were
entitled upon such redemption upon surrender to the Depositary of the Depositary
Receipts evidencing such 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 such  notice of  meeting  to the  record
holders of the  Depositary  Receipts  evidencing  the  Depositary  Shares  which
represent  such  Preferred  Stock.  Each record  holder of  Depositary  Receipts
evidencing  Depositary Shares on the record date (which will be the same date as
the record date for the  Preferred  Stock)  will be  entitled  to instruct  such
Depositary as to the exercise of the voting rights

                                       24


pertaining  to the  amount  of  Preferred  Stock  represented  by such  holder's
Depositary Shares. Such Depositary will endeavor,  insofar as practical, to vote
the  amount  of  Preferred  Stock  represented  by  such  Depositary  Shares  in
accordance  with  such  instructions,  and the  Company  will  agree to take all
reasonable  action which may be deemed  necessary by such Depositary in order to
enable such  Depositary  to do so. Such  Depositary  will be required to abstain
from voting the amount of Preferred Stock  represented by such Depositary Shares
to the extent it does not  receive  specific  instructions  from the  holders of
Depositary  Receipts  evidencing such Depositary Shares. The Depositary will not
be responsible  for any failure to carry out any instruction to vote, or for the
manner or effect of any such vote made,  as long as such action or non-action is
in good faith and does not result from gross negligence or willful misconduct of
such Depositary.

Liquidation Preference

     In the event of the liquidation,  dissolution or winding up of the Company,
whether  voluntary or involuntary,  the holders of each Depositary Share will be
entitled to the fraction of the  liquidation  preference  accorded each share of
Preferred  Stock  represented  by such  Depositary  Share,  as set  forth in the
applicable Prospectus Supplement.

Conversion of Preferred Stock

     The  Depositary   Shares,   as  such,  will  not  be  convertible  into  or
exchangeable  for  Common  Stock,  Preferred  Stock or any other  securities  or
property  of the  Company.  Nevertheless,  if so  specified  in  the  applicable
Prospectus  Supplement  relating  to  an  offering  of  Depositary  Shares,  the
Depositary  Receipts may be  surrendered  by holders  thereof to the  applicable
Depositary with written  instructions to such Depositary to instruct the Company
to cause  conversion  or  exchange of the  Preferred  Stock  represented  by the
Depositary Share evidenced by such Depositary  Receipts into Common Stock, other
shares of Preferred  Stock of the Company or such other  Offered  Securities  as
shall be provided therein,  and the Company will agree that upon receipt of such
instruction  and any  amounts  payable  in  respect  thereof,  it will cause the
conversion or exchange  thereof  utilizing the same procedures as those provided
for delivery of Preferred  Stock to effect such  conversion or exchange.  If the
Depositary Shares evidenced by a Depositary  Receipt are to be converted in part
only, a new  Depositary  Receipt or  Depositary  Receipts will be issued for any
Depositary Shares not to be converted.

Amendment and Termination of a Deposit Agreement

     Any  form  of  Depositary  Receipt  evidencing  Depositary  Shares  and any
provision of a Deposit  Agreement will be permitted at any time to be amended by
agreement  between the  Company  and the  applicable  Depositary.  However,  any
amendment  that  materially  and  adversely  alters the rights of the holders of
Depositary  Shares will not be effective unless such amendment has been approved
by the  existing  holders of at least a majority  of the  applicable  Depositary
Shares then outstanding.  Every holder of an outstanding  Depositary  Receipt at
the time any such amendment  becomes effective shall be deemed, by continuing to
hold such Depositary  Receipt,  to consent and agree to such amendment and to be
bound by the applicable Deposit Agreement as amended thereby.

     Any Deposit  Agreement  may be terminated by the Company upon not less than
30 days' prior written notice to the applicable Depositary if a majority of each
series  of  Preferred  Stock  affected  by  such  termination  consents  to such
termination,  whereupon  such  Depositary  will be  required  to deliver or make
available  to  each  holder  of  Depositary  Receipts,  upon  surrender  of  the
Depositary  Receipts  held by such  holder,  such number of whole or  fractional
Preferred  Stock as are represented by the Depositary  Shares  evidenced by such
Depositary  Receipts  together with any other  property held by such  Depositary
with respect to such Depositary Receipts.  In addition, a Deposit Agreement will
automatically  terminate if (i) all  outstanding  Depositary  Shares  thereunder
shall have been  redeemed;  (ii) there shall have been a final  distribution  in
respect of the  related  Preferred  Stock in  connection  with any  liquidation,
dissolution or winding up of the Company and such  distribution  shall have been
distributed  to the holders of Depositary  Receipts  evidencing  the  Depositary
Shares  underlying such Preferred Stock; or (iii) each of the related  Preferred
Stock shall have been converted or exchanged into  securities not so represented
by Depositary Shares.

                                       25

Charges of a Depositary

     The Company will pay all transfer and other taxes and governmental  charges
arising  solely from the  existence of a Deposit  Agreement.  In  addition,  the
Company 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
requested by such holders to be performed  which 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 the Company notice of
its election to do so, and the Company may at any time remove a Depositary,  any
such  resignation or removal to take effect upon the  appointment of a successor
Depositary.  A successor  Depositary will be required to be appointed  within 60
days after delivery of the notice of resignation or removal and will be required
to be a bank or trust company  having its principal  office in the United States
and having 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 the  Company  which are  received by such
Depositary with respect to the related Preferred Stock.

     Neither  Depositary  nor the Company will be liable if it is prevented from
or delayed in, by law or any  circumstances  beyond its control,  performing its
obligations  under a Deposit  Agreement.  The  obligations  of the Company and a
Depositary under a Deposit  Agreement will be limited to performing their duties
thereunder in good faith and without gross negligence or willful misconduct, and
neither the Company nor any applicable Depositary will be obligated to prosecute
or defend any legal proceeding in respect of any Depositary Receipts, Depositary
Shares or Preferred Stock represented thereby unless  satisfactory  indemnity is
furnished.  The Company and any Depositary  will be permitted to rely on written
advice of counsel or accountants,  on information provided by persons presenting
Preferred Stock represented thereby for deposit,  holders of Depositary Receipts
or  other  persons  believed  in  good  faith  to  be  competent  to  give  such
information, and on documents believed in good faith to be genuine and signed by
a proper party.

     In the event a Depositary  shall receive  conflicting  claims,  requests or
instructions from any holders of Depositary  Receipts,  on the one hand, and the
Company,  on the other hand,  such  Depositary  shall be entitled to act on such
claims, requests or instructions received from the Company.

                             DESCRIPTION OF WARRANTS

     The Company may issue, together with any other series of Offered Securities
or  separately,  Warrants  entitling  the holder to purchase from or sell to the
Company,  or to receive from the Company the cash value of the right to purchase
or sell, Debt Securities,  Preferred Stock,  Depositary  Shares or Common Stock.
Any  Warrants  will  be  issued  under  Warrant   Agreements  (each  a  "Warrant
Agreement")  to be entered  into  between the  Company and a warrant  agent (the
"Warrant  Agent"),  all as set  forth in the  applicable  Prospectus  Supplement
relating to the particular issue of Warrants.

     In  the  case  of  each  series  of  Warrants,  the  applicable  Prospectus
Supplement  will  describe  the terms of the  Warrants  being  offered  thereby,
including  the  following,  if  applicable:  (i) the  offering  price;  (ii) the
currencies  in which  such  Warrants  are being  offered;  (iii)  the  number of
Warrants offered; (iv) the securities underlying the Warrants;  (v) the exercise
price,  the  procedures for exercise of the Warrants and the  circumstances,  if
any,  that will cause the Warrants to be deemed to be  automatically  exercised;
(vi) the date on which the right shall  expire;  (vii) U.S.  federal  income tax
consequences; and (viii) other terms of the Warrants.

                                       26

     Warrants may be exercised at the appropriate office of the Warrant Agent or
any other office indicated in the applicable Prospectus Supplement. Prior to the
exercise of Warrants entitling the holder to purchase any securities, holders of
such  Warrants  will not have any of the  rights of  holders  of the  securities
purchasable  upon such  exercise  and will not be entitled  to payments  made to
holders of such securities.

     The Warrant  Agreements may be amended or supplemented  without the consent
of the holders of the Warrants issued  thereunder 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.

             DGCL AND CERTAIN PROVISIONS OF THE RESTATED CERTIFICATE
                                 AND THE BY-LAWS

     The Restated  Certificate and the By-Laws  contain certain  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 Iron Mountain.  Iron Mountain  believes
that the benefits of increased  protection of its 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.

Classified Board of Directors

     The Restated  Certificate  and the By-Laws provide for a Board of Directors
that is divided into three  classes of  Directors,  as nearly equal in number as
possible,  with the term of each class expiring in a different year. The By-Laws
provide that the number of Directors will be fixed from time to time exclusively
by the Iron Mountain Board,  but shall consist of not more than 15 nor less than
three  Directors.  The  classified  Iron  Mountain  Board is intended to promote
continuity  and stability of Iron  Mountain's  management  and policies  since a
majority  of the  Directors  at any given  time will have  prior  experience  as
Directors of Iron Mountain. Such continuity and stability facilitates long-range
planning of Iron  Mountain's  business  and ensures the quality of its  business
operations.  The  classification  of Directors  has the effect of making it more
difficult to change the  composition  of the Iron Mountain  Board.  At least two
annual  stockholder  meetings,  instead of one,  would be  required  to effect a
change in the majority  control of the Iron Mountain Board,  except in the event
of vacancies  resulting from removal (in which case the remaining Directors will
fill the vacancies so created).  See "--Removal of Directors;  Filling Vacancies
on the Iron Mountain Board."

Removal of Directors; Filling Vacancies on the Iron Mountain Board

     The Restated  Certificate  and Iron Mountain  By-Laws  provide that an Iron
Mountain  Director may be removed by the stockholders only for cause at any time
during such Director's  term of office by affirmative  vote of the holders of at
least 80% of the Voting Power.

     The By-Laws and the Restated Certificate both provide that a vacancy on the
Iron Mountain  Board,  including a vacancy created by an increase in the size of
the Iron  Mountain  Board by the  Directors,  may be filled by a majority of the
remaining Directors or by a sole remaining Director,  or if no Directors remain,
then by the  stockholders.  The  Restated  Certificate  also  provides  that any
Director  elected by the Iron Mountain  Board to replace  another  Director of a
given class of Directors  will hold office until the next election of such 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 Iron Mountain Board by filling the vacancies created by such removal with
its own nominees.  Moreover, even if the holders of the outstanding Common Stock
were to vote to remove Directors for cause,  only the remaining  Directors would
have the power to fill the vacancies  created by such removal,  unless such vote
provided for the removal of the entire Iron Mountain Board for cause.

                                       27

Amendment of Certain Provisions of the Restated Certificate and the By-Laws

     The Restated  Certificate and the By-Laws contain provisions  requiring the
affirmative  vote of the holders of at least 662/3% of the Voting Power to amend
certain   provisions  of  the  Restated   Certificate  and  the  By-Laws.   This
supermajority  voting  provision  also  applies  to (i)  the  provisions  of the
Restated Certificate authorizing Iron Mountain to release its Directors from any
liability  for  monetary  damages as a result of any  breach of their  fiduciary
duties,  with certain  exceptions  mandated by the DGCL, and (ii) the provisions
allowing for the indemnification of officers and Directors of Iron Mountain. The
Restated Certificate provides that the By-Laws may be amended only by a majority
of the full Iron Mountain Board or by the  stockholders  holding at least 662/3%
of the Voting  Power.  The DGCL  provides  that  by-laws may not be amended by a
corporation's  Board  of  Directors  unless  the  corporation's  certificate  of
incorporation  expressly  authorizes  such amendments by the Board of Directors;
the  Restated  Certificate  includes  such  a  provision.   Under  the  Restated
Certificate,  at least 80% of the Voting Power is required to approve amendments
to  those  provisions  of the  Restated  Certificate  or Iron  Mountain  By-Laws
establishing a classified Board,  specifying notice requirements for stockholder
nominations  of Directors or business to be brought by a  stockholder  before an
annual meeting and limiting the rights of  stockholders  to remove  Directors or
fill vacancies on the Iron Mountain Board, to call special meetings or to effect
actions by written consent.

Stockholder Actions and Meetings

     Iron Mountain's Restated  Certificate  provides that stockholder action may
be taken only at an annual or  special  meeting of  stockholders  and  prohibits
stockholders  action by  written  consent  in lieu of a  meeting.  The  Restated
Certificate  and  Iron  Mountain   By-Laws  provide  that  special  meetings  of
stockholders can be called by the Chairman of the Board of Directors, if any, or
the Iron Mountain Board  pursuant to a resolution  approved by a majority of the
members of the Iron Mountain  Board.  The business  permitted to be conducted at
any special meeting of  stockholders  is limited to the business  brought before
the meeting by the Iron Mountain  Board.  The ByLaws set forth an advance notice
procedure  with regard to the  nomination,  other than by or at the direction of
the Iron Mountain Board, of candidates for election as directors and with regard
to business brought before an annual meeting of stockholders of Iron Mountain.

Delaware Anti-Takeover Statute

     Subject to certain  exceptions set forth  therein,  Section 203 of the DGCL
provides that a corporation  shall not engage in any business  combination  with
any "interested  stockholder"  for a three-year  period  following the date that
such  stockholder  becomes an  interested  stockholder  unless (i) prior to such
date,  the board of directors of the  corporation  approved  either the business
combination  or the  transaction  that resulted in the  stockholder  becoming an
interested stockholder,  (ii) upon consummation of the transaction that resulted
in  the  stockholder   becoming  an  interested   stockholder,   the  interested
stockholder  owned  at  least  85%  of  the  voting  stock  of  the  corporation
outstanding at the time the transaction  commenced (excluding certain shares) or
(iii) on or subsequent to such date, the business combination is approved by the
board of directors of the corporation  and by the  affirmative  vote of at least
662/3% of the  outstanding  voting  stock  which is not owned by the  interested
stockholder.  Except as specified therein, an interested  stockholder is defined
to mean  any  person  that (a) is the  owner  of 15% or more of the  outstanding
voting  stock of the  corporation  or (b) is an  affiliate  or  associate of the
corporation and was the owner of 15% or more of the outstanding  voting stock of
the corporation at any time within three years immediately prior to the relevant
date, or any affiliate or associate of such person  referred to in (a) or (b) of
this  sentence.  Under certain  circumstances,  Section 203 of the DGCL makes it
more  difficult  for  an  interested  stockholder  to  effect  various  business
combinations  with  a  corporation  for  a  three-year   period,   although  the
stockholders may, by adopting an amendment to the  corporation's  certificate of
incorporation  or by-laws,  elect not to be governed by this section,  effective
twelve months after  adoption.  The Restated  Certificate and the By-Laws do not
exclude Iron  Mountain  from the  restrictions  imposed under Section 203 of the
DGCL.  It is  anticipated  that the  provisions  of Section  203 of the DGCL may
encourage  companies  interested  in  acquiring  Iron  Mountain to  negotiate in
advance with the Iron Mountain Board.

                                       28

                           DESCRIPTION OF INDEBTEDNESS

     The  summaries  contained  herein of  certain of the  indebtedness  of Iron
Mountain do not purport to be complete and are  qualified  in their  entirety by
reference to the provisions of the various  agreements  and  indentures  related
thereto, which are filed as exhibits to the Registration Statement of which this
Prospectus is a part and to which reference is hereby made.

Credit Agreement

     The Credit Agreement, as currently in effect, is a $250.0 million revolving
credit  facility  that  matures  on  September  30,  2002.  Upon  maturity,  all
outstanding  revolving  credit loans and other amounts  payable  thereunder will
become due.

     Borrowings  under the  Credit  Agreement  may be used to  finance  possible
future  acquisitions,  as well as for  working  capital  and  general  corporate
purposes. The Company's obligations under the Credit Agreement are guaranteed by
substantially all of Iron Mountain's  subsidiaries and are secured by the pledge
of the stock of such  subsidiaries.  Prepayment of outstanding  borrowings under
the Credit Agreement are required in certain  circumstances  out of the proceeds
of certain  insurance  payments,  condemnations,  issuances of indebtedness  and
asset dispositions.

     The Credit Agreement  permits the Company to elect interest rates from time
to time, as to all or a portion of the borrowings made  thereunder,  at interest
rates based upon the  applicable  reference  rate and margin or spread over such
reference  rate  (which  spread  varies  based  upon the ratio of the  Company's
indebtedness  to EBITDA).  The reference rate, at the Company's  option,  may be
based upon (i) a fluctuating rate of interest equal to the higher rates, or (ii)
for interest  periods of 1, 2, 3, 6 or (if  available)  12 months,  the interest
rates prevailing on the date of determination  for the selected  interest period
in the London interbank market.

     The Credit  Agreement  contains  covenants  restricting the ability of Iron
Mountain and its subsidiaries to, among other things:  (i) declare  dividends or
redeem  or  repurchase   capital   stock;   (ii)  make  optional   payments  and
modifications of subordinated and other debt instruments;  (iii) incur liens and
engage in sale and leaseback transactions;  (iv) make loans and investments; (v)
incur indebtedness and contingent  obligations;  (vi) make capital expenditures;
(vii)  engage in  mergers,  acquisitions  and assets  sales;  (viii)  enter into
transactions with affiliates;  and (ix) make changes in their lines of business.
Iron Mountain is also required to comply with  financial  covenants with respect
to: (i) a maximum leverage ratio;  (ii) a minimum  interest  coverage ratio; and
(iii) a minimum fixed charge coverage ratio.  The Credit Agreement also contains
customary affirmative covenants and events of default.

The Senior Subordinated Notes

     In October 1996, the Company issued $165.0 million  principal amount of the
1996 Notes,  and in October 1997, the Company  issued $250.0  million  principal
amount of the 1997  Notes.  The 1996 Notes  mature on October 1, 2006,  and bear
interest  at a rate of 10 1/8% per annum,  payable  semi-annually  in arrears on
April 1 and October 1. The 1997 Notes  mature on September  30,  2009,  and bear
interest  at a rate of 8 3/4% per  annum,  payable  semi-annually  in arrears on
March 31 and  September  30. Both the 1996 Notes and the 1997 Notes are general,
unsecured obligations of the Company, subordinated in right of payment to senior
indebtedness  of  the  Company,  and  are  guaranteed  on an  unsecured,  senior
subordinated and joint and several basis by  substantially  all of the Company's
present and future subsidiaries.

     Each of the Notes Indentures provides that the Company may redeem up to 35%
of  the  initial  principal  amount  of the  1996  Notes  and  the  1997  Notes,
respectively,  for a period of 36 months after the date of issuance with the net
proceeds of one or more equity offerings,  whether such offerings are registered
pursuant  to the  Securities  Act or not  (unless  such  equity  securities  are
redeemable  prior to the  maturity of the 1996 Notes or the 1997  Notes,  as the

                                       29

case maybe).  In such event,  the  redemption  price for the 1996 Notes would be
109.125%,  and the redemption price for the 1997 Notes would be 108.75%,  of the
aggregate principal amount plus, in each case, accrued and unpaid interest. Each
of the Notes Indentures also provides that the Company must  repurchase,  at the
option of the holders, the 1996 Notes and the 1997 Notes, respectively,  at 100%
of their principal amount, plus accrued and unpaid interest, upon the occurrence
of a "Change of Control," as defined  therein.  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,  the  Company  is not
required to make sinking fund or  redemption  payments  with respect to the 1996
Notes or the 1997 Notes.  The 1996 Notes become  redeemable at the option of the
Company at stated  premiums  commencing  October 1, 2001.  The 1997 Notes become
redeemable at the option of the Company at stated premiums commencing  September
30, 2002. Prior to September 30, 2002, the 1997 Notes are also redeemable at the
option of the Company, in whole or in part, at a specified make-whole price.

     The Notes Indentures contain covenants  restricting or limiting the ability
of the Company and its subsidiaries to, among other things: (i) incur additional
indebtedness,  including  indebtedness  ranking senior to the 1996 Notes and the
1997 Notes and junior to any senior  indebtedness;  (ii) pay  dividends  or make
other restricted payments; (iii) make asset dispositions; (iv) permit liens; (v)
enter into sale and  leaseback  transactions;  (vi) enter into certain  mergers;
(vii) make certain investments;  and (viii) enter into transactions with related
persons.

                              PLAN OF DISTRIBUTION

     The Company may sell the Offered Securities to one or more underwriters for
public offering and sale by them or may sell the Offered Securities to investors
directly or through agents.  Any such underwriter or agent involved in the offer
and sale of the Offered  Securities  will be named 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 prices,  which may be changed,  at
market prices  prevailing at the time of sale, at prices  related to such 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 the Company or from  purchasers  in the form of  underwriting
discounts, concessions or commissions.  Underwriters may sell Offered Securities
to or through dealers,  and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters or from purchasers.

     Any underwriting compensation paid by the Company to underwriters or agents
in  connection  with the  offering  of Offered  Securities,  and any  discounts,
concessions or commissions  allowed by  underwriters to  participating  dealers,
will be set forth in the applicable Prospectus Supplement. Underwriters, dealers
and agents  participating in the  distribution of the Offered  Securities may be
deemed  to be  underwriters,  and 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.  Underwriters,  dealers  and  agents  may  be  entitled,  under
agreements  entered  into  with the  Company,  to  indemnification  against  and
contribution toward certain civil liabilities,  including  liabilities under the
Securities Act.

     If so indicated in the applicable Prospectus  Supplement,  the Company will
authorize  underwriters  or other  persons  acting  as the  Company's  agents to
solicit offers by certain  institutions to purchase Offered  Securities from the
Company at the public  offering  price set forth in such  Prospectus  Supplement
pursuant to  contracts  providing  for payment and  delivery on a future date or
dates.  Institutions  with whom such  contracts,  when  authorized,  may be made
include  commercial  and savings  banks,  insurance  companies,  pension  funds,
investment  companies,   educational  and  charitable  institutions,  and  other
institutions,  but will in all cases be subject to the  approval of the Company.
Any such  contracts  will be subject to the  condition  that the  purchase by an
institution of the Offered  Securities covered by its contracts shall not at the
time of delivery be prohibited  under the law of any  jurisdiction in the United
States to which such  institution  is subject  and,  if a portion of the Offered
Securities is being sold to  underwriters,  may be subject to the condition that
the Company shall have sold to such underwriters the Offered Securities not sold
for delayed

                                       30

delivery.   The   underwriters   and  such  other  persons  will  not  have  any
responsibility in respect of the validity or performance of such contracts.

     Unless  otherwise  specified  in the related  Prospectus  Supplement,  each
series of Offered  Securities  will be a new issue with no  established  trading
market,  other  than  shares of Common  Stock,  which are  listed on the  Nasdaq
National  Market.  Any shares of Common  Stock  sold  pursuant  to a  Prospectus
Supplement will be listed on the Nasdaq National  Market.  The Company may elect
to list any other  series  of  Offered  Securities  on an  exchange,  but is not
obligated to do so. Any underwriters to whom Offered  Securities are sold by the
Company  for  public  offering  and  sale  may  make a  market  in such  Offered
Securities,  but  such  underwriters  will  not be  obligated  to do so 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 be  customers  of,
engage  in  transactions  with and  perform  services  for the  Company  and its
subsidiaries in the ordinary course of business.

     The specific terms and manner of sale of the Offered Securities will be set
forth or summarized in the applicable Prospectus Supplement.

                                  LEGAL MATTERS

     Certain legal matters with respect to the Offered Securities offered by the
Company will be passed upon for the Company by Sullivan & Worcester LLP, Boston,
Massachusetts.  Jas. Murray Howe,  Secretary of Iron Mountain,  is of counsel to
Sullivan & Worcester LLP and beneficially owns 3,855 shares of common stock.

                                     EXPERTS

     The  consolidated  financial  statements  and  schedule  of  Iron  Mountain
Incorporated  and its  subsidiaries for the three years ended December 31, 1996,
included in Iron  Mountain's  Annual  Report on Form 10-K,  have been audited by
Arthur Andersen LLP, independent public accountants,  as stated 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 Nashville  Vault  Company,  Ltd. for the year
ended December 31, 1995, included in Iron Mountain's  Registration  Statement on
Form S-4 (file No. 333-24635, effective date May 14, 1997), have been audited by
Geo.  S. Olive & Co. LLC,  independent  public  accountants,  as stated 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  International  Record  Storage and Retrieval
Services, Inc. for the year ended December 31, 1995, included in Iron Mountain's
Registration  Statement on Form S-4 (file No. 333-24635,  effective date May 14,
1997), have been audited by Rothstein,  Kass & Company, P.C., independent public
accountants,   as  stated  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 Mohawk Business  Record Storage,  Inc. for the
year ended December 31, 1995, included in Iron Mountain's Registration Statement
on Form S-4 (file No. 333-24635, effective date May 14, 1997), have been audited
by Arthur  Andersen  LLP,  independent  public  accountants,  as stated 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 Security  Archives of Minnesota for the year
ended December 31, 1996,  included in Iron Mountain's Current Report on Form 8-K
dated October 30, 1997,  have been audited by Arthur  Andersen LLP,  independent
public  accountants,  as stated 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.

                                       31

     The financial  statements of Wellington  Financial  Services,  Inc. for the
year ended December 31, 1996, included in Iron Mountain's Current Report on Form
8-K  dated  October  30,  1997,  have  been  audited  by  Arthur  Andersen  LLP,
independent public accountants,  as stated 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 Allegiance Business Archives, Ltd. for the year
ended December 31, 1996,  included in Iron Mountain's Current Report on Form 8-K
dated  November 25, 1997,  have been audited by Stout,  Causey & Horning,  P.A.,
independent public accountants,  as stated 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  and  schedule  of Safesite  Records  Management
Corporation  for the three  years  ended  December  31,  1996,  included in Iron
Mountain's  Registration  Statement on Form S-4 (file no.  333-24635,  effective
date May 14, 1997), have been audited by Arthur Andersen LLP, independent public
accountants,   as  stated  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 Concorde Group, Inc. and Neil Trucker Trust for
the year ended December 31, 1996,  included in Iron Mountain's Current Report on
Form 8-K dated October 30, 1997,  have been audited by Fisher,  Schacht & Oliver
LLP,  independent  public  accountants,  as stated 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  Securities  International,  Inc. for the
year ended December 31, 1996, included in Iron Mountain's Current Report on Form
8-K  dated  October  30,  1997,  have  been  audited  by  Arthur  Andersen  LLP,
independent public accountants,  as stated 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 Records  Retention/FileSafe,  LP for the two
years ended  December 31, 1996,  included in Iron  Mountain's  Current Report on
Form 8-K dated November 25, 1997, have been audited by Abbott Stringham & Lynch,
independent public accountants,  as stated 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 HIMSCORP,  Inc. and Subsidiaries
for the period  February  1, 1995 to  December  31,  1995 and for the year ended
December 31,  1996,  appearing in Iron  Mountain's  Current  Reports on Form 8-K
dated October 30, 1997 and November 25, 1997, have been audited by Ernst & Young
LLP,  independent  auditors,  as set  forth in their  reports  thereon  included
therein, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in accounting and auditing.

     The consolidated  financial statements of Arcus Technology  Services,  Inc.
(Successor  Company)  for the year ended  December  31, 1996 and the five months
ended December 31, 1995 and the consolidated financial statements of Arcus, Inc.
(Predecessor  Company)  for the seven  months  ended July 31,  1995 and the year
ended December 31, 1994,  appearing in Iron  Mountain's  Current Reports on Form
8-K dated  October 30, 1997 and November 25, 1997,  have been audited by Ernst &
Young LLP, independent  auditors, as set forth in their reports thereon included
therein, and are incorporated by reference herein in reliance upon the authority
of such firm as experts in accounting and auditing.

     The  consolidated  financial  statements  of Arcus Group,  Inc. for the two
years in the period  ended  December  31,  1996,  appearing  in Iron  Mountain's
Current  Reports on Form 8-K dated October 30, 1997 and November 25, 1997,  have
been audited by Ernst & Young LLP, independent  auditors,  as set forth in their
reports thereof  included  therein,  and are incorporated by reference herein in
reliance upon the authority of such firm as experts in accounting and auditing.

                                       32

     The  consolidated  financial  statements of Arcus Group,  Inc. for the year
ended December 31, 1994,  included in Iron Mountain's Current Report on Form 8-K
dated November 25, 1997, have been audited by Arthur  Andersen LLP,  independent
public  accountants,  as stated 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.

                                       33


                                     PART II

                     INFORMATION NOT REQUIRED IN 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  Securities  registered  hereby,  other
than underwriting discounts and commissions.


Registration Fee Under Securities Act                        $103,250
Blue Sky Fees and Expenses                                     10,000
Legal Fees and Expenses                                       260,000
Accounting Fees and Expenses                                  300,000
Printing and Engraving                                        100,000
Rating Agencies Fees                                           52,500
Miscellaneous Fees and Expenses                               174,250
                                                          -----------
   Total:                                                  $1,000,000


Item 15. Indemnification of Directors and Officers

     Section 145 of the Delaware General  Corporation Law (the "DGCL") provides,
in effect, that any person made a party to any action by reason of the fact that
he is or was a Director, officer, employee or agent of Iron Mountain may and, in
certain cases,  must be indemnified by Iron Mountain  against,  in the case of a
non-derivative  action,  judgments,   fines,  amounts  paid  in  settlement  and
reasonable expenses  (including  attorney's fees) incurred by him as a result of
such action, and in the case of a derivative action, against expenses (including
attorney's  fees),  if in either  type of action he acted in good faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
Iron Mountain.  This  indemnification does not apply, in a derivative action, to
matters as to which it is adjudged that the Director, officer, employee or agent
is liable to Iron  Mountain,  unless  upon court  order it is  determined  that,
despite such adjudication of liability,  but in view of all the circumstances of
the case, he is fairly and reasonably  entitled to indemnity for expenses,  and,
in a non-derivative  action, to any criminal proceeding in which such person had
reasonable cause to believe his conduct was unlawful.

     Article Sixth of Iron  Mountain's  Restated  Certificate  of  Incorporation
provides that Iron Mountain shall indemnify each person who is or was an officer
or Director of Iron Mountain to the fullest  extent  permitted by Section 145 of
the DGCL.

     Article Seventh of Iron Mountain's  Restated  Certificate of  Incorporation
states that no Director of Iron Mountain shall be liable to Iron Mountain or its
stockholders  for monetary  damages for breach of fiduciary  duty as a Director,
except to the extent that  exculpation from liability is not permitted under the
DGCL as in effect when such breach occurred.

     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.  Exhibit
numbers in parentheses refer to the exhibit numbers in the applicable filing.


                                      II-1





1.1      Form of Underwriting Agreement (for Debt Securities)*
1.2      Form of Underwriting Agreement (for Preferred Stock)*
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)*
3.1      Amended and Restated Certificate of Incorporation of Iron Mountain,  as
         amended
3.2      Amended and Restated By-Laws of Iron Mountain
4.1      Form of Senior Indenture
4.2      Form of Subordinated Indenture
4.3      Form of Senior Debt Security*
4.4      Form of Subordinated Debt Security*
4.5      Form of Certificate of Designation for the Preferred Stock*
4.6      Form of Deposit  Agreement,  including  form of Depositary  Receipt for
         Depositary Shares*
4.7      Form of Preferred Stock Certificate*
4.8      Form of Debt Warrant Agreement, including form of Debt Warrant*
4.9      Form of Preferred Stock Warrant Agreement,  including form of Preferred
         Stock Warrant*
4.10     Form of Common Stock Warrant Agreement,  including form of Common Stock
         Warrant*
5        Opinion of Sullivan & Worcester LLP 
8        Opinion of Sullivan & Worcester LLP re: tax matters*
12       Statement Regarding  Computation of Ratios of Earnings to Fixed Charges
         (12)1
23.1     Consent of Ernst & Young LLP (Arcus  Group,  Inc. and Arcus  Technology
         Services, Inc.)
23.2     Consent of Arthur Andersen LLP (Arcus Group, Inc.)
23.3     Consent of Ernst & Young LLP (HIMSCORP, Inc. and Subsidiaries)
23.4     Consent of Stout, Causey & Horning, P.A. (Allegiance Business Archives,
         Ltd.)
23.5     Consent of Abbott, Stringham & Lynch (Records Retention/FileSafe)
23.6     Consent  of  Arthur  Andersen  LLP  (Security  Archives  of  Minnesota,
         Wellington Financial Services, Inc. and Data Securities  International,
         Inc.)
23.7     Consent of Fisher,  Schact & Oliver, LLP (Concorde Group, Inc. and Neil
         Tucker Trust)
23.8     Consent of Arthur Andersen LLP (Safesite Records Management Corporation
         and Mohawk Business Record Storage, Inc.)
23.9     Consent of Geo. S. Olive & Co. LLC (Nashville Vault Company, Ltd.)
23.10    Consent of Rothstein, Kass & Company, P.C (International Record Storage
         and Retrieval Service, Inc.)
23.11    Consent of Arthur Andersen LLP (Iron Mountain Incorporated)
23.12    Consent  of  Sullivan &  Worcester  LLP.  Contained  in Exhibit 5 filed
         herewith
24       Powers  of  Attorney   (contained   on  Pages  II-5  and  II-8  of  the
         Registration Statement)
25       Statement of Eligibility of Trustee on Form T-1* 
27       Financial Data Schedule (27)2

- -------------
*    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 Iron Mountain's Registration Statement No. 333-41715
     filed with the Securities and Exchange Commission on December 8, 1997.
2    Filed as an Exhibit to Iron  Mountain's  Quarterly  Report on Form 10-Q for
     the  quarter  ended  September  30,  1997,  filed with the  Securities  and
     Exchange Commission, File No. 0-27584.

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:



                                      II-2


         (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)
                  (Section  230.424(b) of 17 C.F.R.) if, in the  aggregate,  the
                  changes  in  volume  and  price  represent  no more than a 20%
                  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 (i) and (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 by the
         Registrant  pursuant to Section 13 or Section  15(d) of the  Securities
         and  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  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  (other  than
         insurance),  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 trustee,  officer or  controlling  person of the
         Registrant in the successful defense of any action, suit or proceeding)
         is  asserted  by  such  trustee,   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  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

                                      II-3

         the  Securities  Act shall be  deemed  to be part of this  Registration
         Statement as of the time it was declared effective; and

         (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-4





                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act,  Iron  Mountain
Incorporated  has duly caused this  registration  statement  to be signed on its
behalf by the  undersigned,  threunto  duly  authorized,  in the city of Boston,
Commonwealth of Massachusetts, on January 13, 1998.

                               IRON MOUNTAIN INCORPORATED



                               By: /s/ C. Richard Reese
                                   Name:  C. Richard Reese
                                   Title:    Chairman of the Board of Directors
                                            and Chief Executive Officer

         Pursuant to the  requirements of the Securities Act, this  registration
statement has been signed below on January 13, 1998 by the following  persons in
the capacities and on the dates indicated;  and each of the undersigned officers
and Directors of Iron Mountain  Incorporated  hereby  severally  constitutes and
appoints C. Richard Reese,  David S. Wendell and John F. Kenny, Jr., and each of
them,  to sign for him, and in his name in the capacity  indicated  below,  such
Registration  Statement for the purpose of registering such securities under the
Securities Act, and any and all amendments thereto, including without limitation
any registration  statement or post-effective  amendment thereof filed under and
meeting  the  requirements  of rule  462(b)  under the  Securities  act,  hereby
ratifying and  confirming  our signatures as they may be signed by our attorneys
to such Registration Statement and any and all amendments thereto.




Signature                                             Title                                     Date


                                                                                           
 /s/ C.Richard Reese                                  Chairman of the Board of Directors        January 13, 1998
C. Richard Reese                                      and Chief Executive Officer


 /s/ David S. Wendell                                 President, Chief Operating Officer        January 13, 1998
David S. Wendell                                      and Director


 /s/ John F. Kenny, Jr.                               Executive Vice President and Chief        January 13, 1998
John F. Kenny, Jr.                                    Financial Officer


 /s/ Eugene B. Doggett                                Executive Vice President and Director     January 13, 1998
Eugene B. Doggett


 /s/ Constantin R. Boden                              Director                                  January 13, 1998
Constantin R. Boden


 /s/ Arthur D. Little                                 Director                                  January 13, 1998
Arthur D. Little


                                      II-5








 /s/ Vincent J. Ryan                                  Director                                  January 13, 1998
Vincent J. Ryan


 /s/ B. Thomas Golisano                               Director                                  January 13, 1998
B. Thomas Golisano


 /s/ Kent P. Dauten                                   Director                                  January 13, 1998
Kent P. Dauten



 /s/ Clarke H. Bailey                                 Director                                  January 13, 1998
Clarke H. Bailey



 /s/ Jean A. Bua                                      Vice President and Corporate              January 13, 1998
Jean A. Bua                                           Controller





                                      II-6






                                   SIGNATURES

        Pursuant  to the  requirements  of the  Securities  Act,  Iron  Mountain
Records  Management,   Inc.,  Iron  Mountain/Safesite,   Inc.,  Data  Securities
International,  Inc., IM-3 Acquisition  Corp.,  Metro Business  Archives,  Inc.,
Criterion Atlantic Property, Inc., Iron Mountain/Critical Files, Inc., Hollywood
Property,  Inc., IM San Diego, Inc., Iron Mountain  Consulting  Services,  Inc.,
Iron Mountain Data Protection  Services,  Inc., Iron Mountain Records Management
of Maryland,  Inc., Iron Mountain  Records  Management of Ohio, Inc., Inc., Iron
Mountain Records  Management of Missouri,  LLC, Iron Mountain Records Management
of Boston,  Inc.,  Iron  Mountain  Records  Management  of Florida,  Inc.,  Iron
Mountain Records Management of Michigan,  Inc., Iron Mountain Records Management
of the  Northwest,  Inc., IM Earhart,  Inc., IM Billerica,  Inc.,  Iron Mountain
Records Management of San Antonio, Inc., Iron Mountain Records Management of San
Antonio - FP, Inc., IM-AEI Acquisition Corp.,  Archives Express,  Inc., HIMSCORP
of  Philadelphia,  Inc.,  RecordKeepers,  Inc.,  HIMSCORP of  Pittsburgh,  Inc.,
HIMSCORP  of  Cleveland,  Inc.,  HIMSCORP  of New  Orleans,  Inc.,  HIMSCORP  of
Portland, Inc., HIMSCORP of San Diego, Inc., HIMSCORP of Detroit, Inc., HIMSCORP
of Los Angeles, Inc., HIMSCORP of Houston, Inc., Copyright, Inc., Record Masters
Network Corp.,  Arcus,  Inc., Arcus Data Security,  Inc.,  Towler Data Services,
Inc., Arcus Staffing Resources,  Inc., Wolf Advisory  International,  Inc., Wolf
Advisory International, Ltd., and TPI Holdings, Corp. 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 13, 1998


IRON MOUNTAIN RECORDS MANAGEMENT,             IRON MOUNTAIN RECORDS MANAGEMENT
  INC.                                          OF THE NORTHWEST, INC.
IRON MOUNTAIN/SAFESITE, INC.                  IM EARHART, INC.
DATA SECURITIES INTERNATIONAL, INC.           IM BILLERICA, INC.
IM-3 ACQUISITION CORP.                        IRON MOUNTAIN RECORDS MANAGEMENT
METRO BUSINESS ARCHIVES, INC.                   OF SAN ANTONIO, INC.
CRITERION ATLANTIC PROPERTY, INC.             IRON MOUNTAIN RECORDS MANAGEMENT
IRON MOUNTAIN/CRITICAL FILES, INC.              OF SAN ANTONIO - FP, INC.
HOLLYWOOD PROPERTY, INC.                      IM-AEI ACQUISITION CORP.
IM SAN DIEGO, INC.                            ARCHIVES EXPRESS, INCORPORATED
IRON MOUNTAIN CONSULTING SERVICES,            HIMSCORP OF PHILADELPHIA, INC.
  INC.                                        RECORDKEEPERS, INC.
IRON MOUNTAIN DATA PROTECTION                 HIMSCORP OF PITTSBURGH, INC.
  SERVICES, INC.                              HIMSCORP OF CLEVELAND, INC.
IRON MOUNTAIN RECORDS MANAGEMENT              HIMSCORP OF NEW ORLEANS, INC.
  OF MARYLAND, INC.                           HIMSCORP OF PORTLAND, INC.
IRON MOUNTAIN RECORDS MANAGEMENT              HIMSCORP OF SAN DIEGO, INC.
  OF OHIO, INC.                               HIMSCORP OF DETROIT, INC.
IRON MOUNTAIN RECORDS MANAGEMENT              HIMSCORP OF LOS ANGELES, INC.
  OF BOSTON, INC.                             HIMSCORP OF HOUSTON, INC.
IRON MOUNTAIN RECORDS MANAGEMENT              COPYRIGHT, INC.
  OF FLORIDA, INC.                            RECORD MASTERS NETWORK CORP.
IRON MOUNTAIN RECORDS MANAGEMENT              ARCUS STAFFING RESOURCES, INC.
  OF MICHIGAN, INC.                           WOLF ADVISORY INTERNATIONAL, INC.
ARCUS, INC.                                   WOLF ADVISORY INTERNATIONAL, LTD.
ARCUS DATA SECURITY, INC.                     TPI HOLDINGS, CORP.
TOWLER DATA SERVICES, INC.

                                              By:  /s/ C. Richard Reese
                                                   Name:  C. Richard Reese
                                                   Title: Chairman of the Board
                                                          of Directors and Chief
                                                          Executive Officer


                                      II-7






                                              IRON MOUNTAIN RECORDS MANAGEMENT
                                              OF MISSOURI, LLC

                                              By:  Iron Mountain Records
                                                   Management, Inc.
                                                    Its Manager

                                              By:  /s/ C. Richard Reese
                                                   Name:  C. Richard Reese
                                                   Title: Chairman of the Board
                                                          of Directors and Chief
                                                          Executive Officer

     Pursuant to the  requirements  of the  Securities  Act,  this  registration
statement has been signed below on January 13, 1998 by the following  persons in
the capacities and on the dates indicated;  and each of the undersigned officers
or  Directors  or Managers  of Iron  Mountain  Records  Management,  Inc.,  Iron
Mountain/Safesite,  Inc., Data Securities International,  Inc., IM-3 Acquisition
Corp., Metro Business Archives,  Inc.,  Criterion Atlantic Property,  Inc., Iron
Mountain/Critical  Files, Inc.,  Hollywood  Property,  Inc., IM San Diego, Inc.,
Iron Mountain Consulting Services, Inc., Iron Mountain Data Protection Services,
Inc., Iron Mountain Records Management of Maryland,  Inc., Iron Mountain Records
Management of Ohio,  Inc., Iron Mountain  Records  Management of Missouri,  LLC,
Iron  Mountain  Records  Management  of  Boston,  Inc.,  Iron  Mountain  Records
Management of Florida, Inc., Iron Mountain Records Management of Michigan, Inc.,
Iron Mountain Records  Management of the Northwest,  Inc., IM Earhart,  Inc., IM
Billerica,  Inc., Iron Mountain  Records  Management of San Antonio,  Inc., Iron
Mountain Records Management of San Antonio - FP, Inc., IM-AEI Acquisition Corp.,
Archives Express,  Inc., HIMSCORP of Philadelphia,  Inc.,  RecordKeepers,  Inc.,
HIMSCORP of  Pittsburgh,  Inc.,  HIMSCORP of  Cleveland,  Inc.,  HIMSCORP of New
Orleans, Inc., HIMSCORP of Portland, Inc., HIMSCORP of San Diego, Inc., HIMSCORP
of Detroit,  Inc.,  HIMSCORP of Los Angeles,  Inc.,  HIMSCORP of Houston,  Inc.,
Copyright, Inc., Record Masters Network Corp., Arcus, Inc., Arcus Data Security,
Inc., Towler Data Services, Inc., Arcus Staffing Resources,  Inc., Wolf Advisory
International,  Inc., Wolf Advisory International, Ltd., and TPI Holdings, Corp.
hereby severally constitutes and appoints C. Richard Reese, David S. Wendell and
John F. Kenny,  Jr.,  and each of them,  to sign for him, and in his name in the
capacity  indicated  below,  such  Registration  Statement  for the  purpose  of
registering such securities under the Securities Act, and any and all amendments
thereto,   including   without   limitation   any   registration   statement  or
post-effective  amendment  thereof filed under and meeting the  requirements  of
Rule 462(b) under the  Securities  Act,  hereby  ratifying  and  confirming  our
signatures as they may be signed by our attorneys to such Registration Statement
and any and all amendments thereto.




Signature                                      Title                                Date


                                                                               
 /s/ C. Richard Reese                          Chairman of the Board of             January 13, 1998
C. Richard Reese                               Directors
                                               and Chief Executive Officer


 /s/ John F. Kenny, Jr.                        Executive Vice President and         January 13, 1998
John F. Kenny, Jr.                             Chief Financial Officer



 /s/ Jean Bua                                  Vice President and Corporate         January 13, 1998
Jean Bua                                       Controller



                                      II-8





Iron Mountain Records Management,              Manager of Iron Mountain             January 13, 1998
Inc.                                           Records Management of
                                               Missouri, LLC
By: /s/ C. Richard Reese
Name:  C. Richard Reese
Title:   Chairman of the Board
          of Directors and
          Chief Executive Officer




                                      II-9

EX-3.1

                                                                     EXHIBIT 3.1

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                           IRON MOUNTAIN INCORPORATED
                      (as amended through January 12, 1998)
                       -----------------------------------


         Iron Mountain Incorporated, a Delaware corporation (the "Corporation"),
hereby certifies as follows:

         A. The name of the Corporation is Iron Mountain  Incorporated,  and the
name under which the Corporation was originally  incorporated  was Iron Mountain
Information Services, Inc.

         B. The date of  filing of the  Corporation's  original  Certificate  of
Incorporation with the Secretary of State was November 15, 1990; and the date of
filing of its first Restated  Certificate of Incorporation with the Secretary of
State was December 13, 1990.

         C. This Restated Certificate of Incorporation restates,  integrates and
further amends the provisions of the first Restated Certificate of Incorporation
of the Corporation, as heretofore amended.

         D. This  Restated  Certificate  of  Incorporation  was duly  adopted in
accordance with Sections 242 and 245 of the Delaware General Corporation Law.

         E. The first Restated  Certificate of Incorporation of the Corporation,
as heretofore  amended, is hereby amended and restated effective at 9:00 a.m. on
February 6, 1996 to read in its entirety as follows:

         FIRST:  The name of the Corporation is Iron Mountain Incorporated.

         SECOND: The address of the Corporation's registered office in the State
of Delaware is The  Prentice-Hall  Corporation  System,  Inc., 1013 Centre Road,
City  of  Wilmington,  County  of New  Castle.  The  name  of the  Corporation's
registered agent at such address is The Prentice-Hall Corporation System, Inc.

         THIRD:  The nature of the  business  or  purposes  to be  conducted  or
promoted  by the  Corporation  are to engage in any lawful act or  activity  for
which corporations may be organized under the Delaware General Corporation Law.






                                       -2-

         FOURTH:  The total number  shares of all classes of capital  stock that
Corporation  shall  have  authority  to  issue  is  One  Hundred  Three  Million
(103,000,000)1 shares, of which:

           (i)    One Hundred Million  (100,000,000)  shall be Common Stock, par
                  value $.01 per share (the "Common Stock"),2

          (ii)    One Million  (1,000,000)  shall be Nonvoting Common Stock, par
                  value  $.01  per  share  (the  "Nonvoting  Common  Stock"  and
                  together with the Common Stock, the "Common Shares"), and

         (iii)    Two Million  (2,000,000)  shall be Preferred  Stock, par value
                  $.01 per share (the "Preferred Stock" ).

         A.        CERTAIN DEFINITIONS.

         For purposes of this Certificate of  Incorporation,  unless the context
otherwise  requires,  the  following  terms (or any variant in the form thereof)
have the following respective meanings. Terms defined in the singular shall have
a comparable  meaning when used in the plural, and vice versa, and the reference
to any gender shall be deemed to include all genders.

                  The term "Applicable Law" shall mean any Law of any Authority,
         whether domestic or foreign,  including without  limitation all federal
         and state Laws,  to which the Person in question is subject or by which
         it or  any of its  business  or  operations  is  subject  or any of its
         property is bound.

                  The  term   "Authority"   shall  mean  any   governmental   or
         quasi-governmental   authority,   whether  administrative,   executive,
         judicial,  legislative or other, or any combination thereof,  including
         without limitation any federal, state,  territorial,  county, municipal
         or other  government  or  governmental  or  quasi-governmental  agency,
         authority,  board,  body,  branch,  bureau,  central bank or comparable
         agency or Entity,  commission,  court,  department,  instrumentality or
         other  political  unit or  subdivision  or other  Entity  of any of the
         foregoing, whether domestic or foreign.

                  The term  "Certificate of  Incorporation"  means this Restated
         Certificate of  Incorporation of the Corporation and any other document
         which pursuant to the Delaware  General  Corporation  Law constitutes a
         part of the Corporation's  Certificate of Incorporation,  including any
         amendment to or restatement  hereof and any  certificate of designation
         in respect of any  particular  class or series of Preferred  Stock from
         time to time in effect.

                  The term "Entity" shall mean any  corporation,  firm,  limited
         liability   company,    unincorporated    organization,    association,
         partnership, trust, business trust, joint stock

- --------
1        Amended June 3, 1997 and further amended January 12, 1998.
2        Amended June 3, 1997 and further amended January 12, 1998.





                                       -3-

         company,  joint  venture  or other  organization,  entity or  business,
         whether acting in an individual,  fiduciary or other  capacity,  or any
         governmental  or  quasi-governmental  authority,  whether  domestic  or
         foreign and whether administrative, executive, judicial, legislative or
         other, or any combination thereof.

                  The  term  "Law"  shall  mean  any  administrative,  judicial,
         legislative  or  other  action,  code,  consent  decree,  constitution,
         decree,  directive,  enactment,  finding,  guideline,  law, injunction,
         interpretation,   judgment,   order,   ordinance,   policy   statement,
         proclamation, promulgation, regulation, requirement, rule, rule of law,
         rule of public policy,  settlement agreement,  statute, or writ, or the
         common law, or any particular  section,  part or provision thereof,  or
         any interpretation,  directive,  guideline or request (having the force
         of law), of any Authority.

                  The term  "Person"  shall mean any natural  individual  or any
Entity.

         B.       GENERAL.

         Any and all  shares of any class or  series  issued  for which the full
consideration  has been paid or delivered,  shall be deemed fully paid stock and
the  holders  of  such  shares  shall  not be  liable  for any  further  call or
assessment or any other payment thereon.

         No holder of any of the shares of stock of the Corporation, whether now
or hereafter  authorized or issued, shall be entitled as of right to purchase or
subscribe for (i) any unissued stock of any class, or (ii) any additional shares
of any class to be issued by reason of any increase of the  authorized  stock of
the  Corporation of any class,  or (iii) bonds,  certificates  of  indebtedness,
debentures or other securities convertible into or exchangeable, or carrying any
right to purchase or otherwise acquire, stock of any class of the Corporation.

         The  Board  of  Directors  of the  Corporation  may  from  time to time
authorize  by  resolution  the issuance of any or all shares of the Common Stock
and the  Preferred  Stock  herein  authorized  or any class or series of capital
stock hereafter authorized,  together with any additional shares of any class or
series to be issued by reason of any  increase  of the  authorized  stock of the
Corporation  of any class or series,  or bonds,  certificates  of  indebtedness,
debentures or other securities convertible into or exchangeable for, or carrying
any right to purchase or otherwise acquire,  stock of any class or series of the
Corporation,  for such  purposes,  in such amounts,  to such  Persons,  for such
consideration  and, in the case of the Preferred Stock, in one or more series or
classes,  all as the Board of Directors in its sole and absolute  discretion may
from time to time  determine  and without any vote,  approval,  consent or other
action by the stockholders, except as otherwise required by Applicable Law.

         C.       COMMON SHARES.

         Subject  to all the  rights  which may be  granted  to  holders  of the
Preferred Stock and except as otherwise required by Applicable Law, the relative
voting, dividend,  liquidation and other rights,  preferences and limitations or
restrictions of the Common Stock and the Nonvoting Common Stock are as follows:





                                       -4-


         1. The Common Stock and the Nonvoting Common Stock shall have identical
rights and  privileges  in every  respect,  except as expressly set forth in the
following paragraphs of this Section C.

         2. Voting  Rights.  Except as otherwise  required by Applicable  Law or
this Certificate of Incorporation, on all matters to be voted on by stockholders
of the  Corporation,  each holder of Common Stock shall have one vote in respect
of each share of Common  Stock held of record by such holder on the books of the
Corporation. The holders of Nonvoting Common Stock shall not be entitled to vote
on any  matters  submitted  to the  stockholders  of the  Corporation  except as
otherwise  required by Applicable  Law, in which case (and  irrespective  of any
class vote  relating to  increases  or  decreases  in the  authorized  shares of
Nonvoting Common Stock such holders would otherwise be entitled to under Section
242(b) of the Delaware  General  Corporation  Law)  holders of Nonvoting  Common
Stock  shall  vote (at the rate of one vote for each share of  Nonvoting  Common
Stock held of record by such  holder on the books of the  Corporation)  together
with holders of Common Stock and, if applicable,  Preferred  Stock,  as a single
class on such matter unless otherwise required by Applicable Law (other than any
class vote required by Section 242(b) of the Delaware General  Corporation Law).
Except as otherwise  required by Applicable Law or provided herein or determined
by the Board of Directors  pursuant to Section D below,  holders of Common Stock
shall vote together with holders of Preferred  Stock having voting rights,  as a
single class on all matters submitted to the stockholders for a vote,  including
any amendment to increase or decrease the number of authorized  shares of Common
Stock  (irrespective of Section 242(b) of the Delaware General Corporation Law),
subject to any special or preferential  voting rights of any series of Preferred
Stock from time to time outstanding.

         3. Dividends.  At any time shares of Common Stock are  outstanding,  as
and when dividends or other distributions  payable in either cash, capital stock
of the Corporation  (other than Common Stock or Nonvoting Common Stock) or other
property  of the  Corporation  may be declared  by the Board of  Directors,  the
amount of any such  dividend  payable on each share of Common Stock shall in all
cases be equal to the amount of such dividend payable on each share of Nonvoting
Common  Stock,  and the  amount of any such  dividend  payable  on each share of
Nonvoting Common Stock shall in all cases be equal to the amount of the dividend
payable on each share of Common Stock.  Dividends and  distributions  payable in
shares  of  Common  Stock  may not be made on or to  shares  of any class of the
Corporation's  capital stock other than the Common Stock, and dividends  payable
in shares of Nonvoting Common Stock may not be made on or to shares of any class
of the  Corporation's  capital stock other than the Nonvoting Common Stock. If a
dividend or distribution  payable in shares of Common Stock shall be made on the
shares  of  Common  Stock,  a  dividend  or  distribution  payable  in shares of
Nonvoting Common Stock shall be made  simultaneously  on the shares of Nonvoting
Common Stock, and the number of shares of Nonvoting Common Stock payable on each
share of Nonvoting Common Stock pursuant to such dividend or distribution  shall
be equal to the number of shares of Common Stock payable on each share of Common
Stock pursuant to such dividend or  distribution.  If a dividend or distribution
payable  in shares of  Nonvoting  Common  Stock  shall be made on the  shares of
Nonvoting  Common Stock, a dividend or distribution  payable in shares of Common
Stock shall be made simultaneously on the shares of Common Stock, and the number
of shares of Common Stock payable on each share of Common Stock pursuant to such
dividend or distribution shall be equal to the number of shares of Nonvoting





                                       -5-

Common Stock  payable on each share of Nonvoting  Common Stock  pursuant to such
dividend or distribution.

         4. Consideration on Merger, Consolidation, etc.; Distribution of Assets
Upon  Liquidation.  In any merger,  consolidation or business  combination,  the
consideration  to be received per share by the holders of shares of Common Stock
and shares of Nonvoting Common Stock shall be distributed  ratably to each share
of Common  Stock and  Nonvoting  Common Stock in  accordance  with the number of
shares thereof and without regard to class,  except that in any such transaction
in which  shares of  capital  stock  and/or  other  securities  (including  debt
securities)  (including  without  limitation those of a surviving Entity, or the
direct or indirect parent Entity thereof,  whether or not such surviving  Entity
is the Corporation) are to be distributed, such shares (or other securities) may
differ  only as to voting  rights to the extent  that the  voting  rights of the
Common Stock and the  Nonvoting  Common Stock differ  immediately  prior to such
merger, consolidation or business combination.

         In the event the  Corporation  shall be liquidated,  dissolved or wound
up, whether  voluntarily or  involuntarily,  after there shall have been paid or
set aside for the holders of all shares of the Preferred Stock then  outstanding
the full preferential  amounts to which they may be entitled,  if any, under the
resolutions  authorizing the issuance of such Preferred Stock, the net assets of
the Corporation  remaining thereafter shall be distributed ratably to each share
of Common  Stock and  Nonvoting  Common Stock in  accordance  with the number of
shares thereof and without regard to class.  For the purposes of this paragraph,
neither the merger,  consolidation  or business  combination of the  Corporation
with or into any  other  Entity  in which the  stockholders  of the  Corporation
receive capital stock and/or other securities (including debt securities) of the
surviving Entity (or of the direct or indirect parent Entity  thereof),  nor the
sale,  lease or transfer by the  Corporation  of all or any part of its business
and assets, nor the reduction of the capital stock of the Corporation,  shall be
deemed to be a voluntary or involuntary  liquidation,  dissolution or winding up
of the Corporation.

         5.  Subdivision or  Combination of Common Shares.  The shares of Common
Stock or Nonvoting  Common  Stock,  as the case may be, shall not be split up or
subdivided  into a greater number of shares or combined into a smaller number of
shares,  whether by stock  distribution,  reclassification,  recapitalization or
otherwise,  unless  at the same time the  shares  of the  other  class of Common
Shares are split up, subdivided or combined so that the number of shares thereof
outstanding shall be proportionately adjusted.

         6.  Conversion  of  Nonvoting   Common  Stock  into  Common  Stock.  In
connection with any public offering or public sale of Common Stock  (including a
registered  offering  or a sale  pursuant  to Rule  144  promulgated  under  the
Securities  Act of 1933,  as amended,  or any similar rule then in force),  each
holder of Nonvoting Common Stock shall be entitled to convert any or all of such
holder's  shares of Nonvoting  Common Stock being  actually  distributed  to the
public or sold to an underwriter,  broker-dealer or market maker for actual sale
to the  public  into an equal  number  of shares of  Common  Stock  (subject  to
equitable   adjustment  to  reflect  stock  splits,   stock   dividends,   stock
combinations, recapitalizations and like occurrences).

         Each share of  Nonvoting  Common  Stock shall be  convertible  into one
share of  Common  Stock,  at any time and from time to time,  (i) if the  holder
thereof is not a "bank holding company"





                                       -6-

or an affiliate of a "bank holding  company" under the Bank Holding  Company Act
of 1956, as amended (the "BHC Act"),  then at the option of the holder  thereof,
or (ii) if the holder  thereof is a "bank holding  company" or an affiliate of a
"bank holding  company" under the BHC Act, then upon delivery to the Corporation
of a certificate  signed by or on behalf of such holder or holders to the effect
that such holder and its affiliates  would hold less than 5% of the  outstanding
Common Stock (or such greater  amount as shall be permitted by  Applicable  Law,
including,  without  limitation,  the  BHC  Act)  after  giving  effect  to such
conversion,  assuming the  conversion  by such holder and its  affiliates of all
securities  convertible  into Common Stock owned by them and the exercise by the
holder and its affiliates of all warrants,  options and rights to acquire Common
Stock and without giving effect to the exercise of such convertible  securities,
options, warrants or rights by any other party, in form and substance reasonably
acceptable to the Corporation.

         Such  conversion  right may be exercised as to any portion of Nonvoting
Common Stock held by a holder by delivering to the  Corporation  during  regular
business  hours,  at the office of the  Corporation or any transfer agent of the
Corporation for the Common Shares as may be designated by the  Corporation,  the
certificate  or  certificates  for the shares to be converted,  duly endorsed or
assigned in blank or to the  Corporation  (if  required by it),  accompanied  by
written  notice  stating  that such  holder  elects to convert  such shares into
Common Stock,  specifying  the number of shares of Common Stock to be issued and
stating  the  name  or  names  (with  address)  in  which  the   certificate  or
certificates for such shares of Common Stock are to be issued.  Conversion shall
be deemed to have been effected on the date when the aforesaid delivery is made.
As  promptly  as is  practicable  thereafter,  the  Corporation  shall issue and
deliver to such  holder,  or upon the written  order of such holder to the place
designated  by such holder,  a certificate  or  certificates  representing  that
number of shares of Common  Stock to which such  holder is  entitled;  provided,
however,  that, upon reasonable  request by the  Corporation,  as a condition to
such  issuance  and  delivery of shares of Common Stock to any person other than
such  holder,  such  holder  shall have  provided  to the  Corporation  evidence
reasonably  satisfactory to the  Corporation  that such transfer shall have been
consummated  in  accordance  with  Applicable  Law. The person in whose name the
certificate or certificates  representing Common Stock are to be issued shall be
deemed  to have  become  a Common  Stock  holder  of  record  on the  applicable
conversion  date unless the transfer books of the Corporation are closed on that
date,  in which event such holder  shall be deemed to have become a Common Stock
holder of record on the next  succeeding  date on which the  transfer  books are
open.  Upon  conversion  of only a portion of the number of shares  covered by a
certificate  representing  shares of  Nonvoting  Common  Stock  surrendered  for
conversion,  the  Corporation  shall  issue and deliver to such  holder,  at the
expense of the Corporation,  a new certificate  covering the number of shares of
the  Nonvoting  Common  Stock  representing  the  unconverted   portion  of  the
certificate so surrendered.

         D.        PREFERRED STOCK.

         Authority is hereby  expressly  granted to the Board of Directors  from
time to time to issue the Preferred  Stock in one or more classes or series and,
in  connection  with the  creation  of any such class or  series,  to fix by the
resolution  or  resolutions  providing  for the  issue  of  shares  thereof  the
designation, voting powers, preferences, and relative, participating,  optional,
or other  special  rights  of such  class  or  series,  and the  qualifications,
limitations,  or restrictions  thereof. Such authority of the Board of Directors
with respect to each such class or series shall include,  but not be limited to,
the determination of the following:





                                       -7-


                  (a) The  distinctive  designation of, and the number of shares
         comprising, such class or series, which number may be increased (except
         where  otherwise  provided by the Board of Directors  in creating  such
         class or  series)  or  decreased  (but not below  the  number of shares
         thereof then outstanding) from time to time by like action of the Board
         of Directors  without  stockholder  approval  (including the holders of
         such class or series of Preferred Stock);

                  (b) The dividend rate or amount for such class or series,  the
         conditions  and dates upon which such dividends  shall be payable,  the
         form in which such dividends shall be payable,  the relation which such
         dividends  shall bear to the  dividends  payable on any other  class or
         classes or any other  series of the same or any other  class or classes
         of stock, and whether or not such dividends shall be cumulative, and if
         so, from which date or dates for such class or series;

                  (c) Whether or not the shares of such class or series shall be
         subject to redemption by the Corporation or the holders thereof and the
         times, prices, and other terms and conditions of such redemption;

                  (d) Whether or not the shares of such series  shall be subject
         to the  operation of a sinking  fund or purchase  fund to be applied to
         the  redemption  or  purchase  of  such  shares  and if  such a fund be
         established,  the amount thereof and the terms and provisions  relative
         to the application thereof;

                  (e)  Whether  or not  the  shares  of  such  series  shall  be
         convertible  into or  exchangeable  for  shares of any  other  class or
         classes,  or of any other  series of any class or classes,  of stock of
         the  Corporation  or any  other  Entity  and if  provision  be made for
         conversion or exchange,  the times,  prices,  rates,  adjustments,  and
         other terms and conditions of such conversion or exchange;

                  (f)  Whether or not the  shares of such class or series  shall
         have voting rights,  in addition to the voting rights  provided by Law,
         and if they are to have  such  additional  voting  rights,  the  extent
         thereof;

                  (g) The  rights of the  shares of such  class or series in the
         event of any  voluntary or  involuntary  liquidation,  dissolution,  or
         winding up of the  Corporation or upon any  distribution of its assets,
         and the relative rights of priority, if any, of payment of such shares;
         and

                  (h)   Any   other   powers,    preferences,    and   relative,
         participating,  optional, or other special rights of the shares of such
         class or series, and the qualifications,  limitations,  or restrictions
         thereof,  to the full extent now or hereafter  permitted by  Applicable
         Law and not  inconsistent  with the rights or  provisions  of any other
         class or series of Common Shares or Preferred Stock of the Corporation.






                                       -8-

         FIFTH:  For the  management  of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and regulation
of the powers of the  Corporation and of its directors and  stockholders,  it is
further provided that:

         1. Powers of the Board of  Directors.  The  business and affairs of the
Corporation  shall  be  managed  by or  under  the  direction  of the  Board  of
Directors.  In  addition  to the  powers  and  authorities  herein or by statute
expressly conferred upon it, the Board of Directors may exercise all such powers
and do all such acts and things as may be exercised or done by the  Corporation,
subject,  nevertheless,  to the provisions of the laws of the State of Delaware,
this Certificate of Incorporation and the By-Laws of the Corporation.  Except as
otherwise provided by the Delaware General Corporation Law, any committee of the
Board of Directors  shall have and may exercise,  to the extent  provided in the
By-Laws of the Corporation or by the resolutions of the Board of Directors,  all
of the powers and authority of the Board of Directors of the  Corporation in the
management of the business and affairs of the Corporation.

         2. Number and Terms of Directors.  Subject to the rights of the holders
of  shares  of any  class or  series  of  Preferred  Stock  to elect  additional
Directors  under  specified  circumstances,  the  number  of  Directors  of  the
Corporation  shall be fixed by the Board of Directors of the Corporation and may
be  increased  or  decreased  from  time  to time  in  such a  manner  as may be
prescribed by the By-Laws.

                  The Directors  shall be divided into three classes,  as nearly
equal in number as possible.  One class of Directors has been initially  elected
for a term expiring at the annual  meeting of  stockholders  to be held in 1996,
another  class has been  initially  elected  for a term  expiring  at the annual
meeting of stockholders to be held in 1997, and another class has been initially
elected for a term expiring at the annual meeting of  stockholders to be held in
1998,  with  members of each class to hold  office  until their  successors  are
elected and qualified.  At each succeeding annual meeting of the stockholders of
the Corporation,  the successors of the class of Directors whose term expires at
that  meeting  shall be  elected  by  plurality  vote of all votes  cast at such
meeting to hold office for a term expiring at the annual meeting of stockholders
held in the third year following the year of their election.

         3.  Newly   Created   Directorships   and   Vacancies.   Newly  created
directorships  resulting from any increase in the authorized number of directors
or any vacancy in the Board of  Directors  resulting  from  death,  resignation,
retirement,  disqualification,  removal from office or otherwise shall be filled
only by a majority  vote of the  directors  then in office,  though  less than a
quorum, or by a sole remaining director, or, if no directors remain, then by the
stockholders of the Corporation, and directors so chosen shall hold office for a
term expiring at the next election of the class for which such Director has been
chosen. No decrease in the authorized number of directors shall shorten the term
of any incumbent director.

         4.  Election and  Nominations  of  Directors.  Unless and except to the
extent  that the ByLaws of the  Corporation  shall so require,  the  election of
directors of the Corporation  need not be by written ballot.  Directors need not
be stockholders.  Advance notice of stockholder  nominations for the election of
Directors and advance notice of business to be brought by stockholders before an
annual  meeting  shall be given in the  manner  provided  in the  By-Laws of the
Corporation.





                                       -9-


         5. Removal of Directors. Subject to the rights of the holders of shares
of any class or series of  Preferred  Stock,  any  Director  may be removed from
office by the  stockholders  in the manner provided in this Section 5 of Article
FIFTH.  At any annual meeting of the  stockholders  of the Corporation or at any
special  meeting of the  stockholders  of the  Corporation,  the notice of which
shall state that the removal of a Director or Directors is among the purposes of
the meeting,  the affirmative  vote of the holders of at least 80 percent of the
combined  voting power of the stock of the  Corporation  entitled to vote in the
election of Directors  generally,  voting together as a single class, may remove
such Director or Directors only for cause.

         6. No Action By Written Consent of Stockholders.  Subject to the rights
of the holders of shares of any class or series of Preferred Stock in respect of
actions  to be taken by the  holders of such  shares,  any  action  required  or
permitted to be taken by the stockholders of the Corporation must be effected at
a duly called annual or special  meeting of  stockholders of the Corporation and
may not be effected by any consent in writing by the stockholders.

         7.  Stockholders'  Meetings.  Subject to the  rights of the  holders of
shares of any class or series of  Preferred  Stock in respect of meetings of the
holders of such  shares,  meetings of  stockholders  of the  Corporation  may be
called only by the Chairman of the Board of  Directors,  if any, or the Board of
Directors  pursuant to a  resolution  adopted by  majority  vote of the Board of
Directors.

         8. Rights of Preferred Stock.  Notwithstanding the foregoing,  whenever
the  holders  of any class or series of  Preferred  Stock  shall have the right,
voting separately by class or series, to elect directors at an annual or special
meeting of stockholders,  the election, term of office, filling of vacancies and
other  features  of such  directorships  shall be  governed by the terms of this
Certificate of Incorporation specifically applicable thereto.

         Notwithstanding anything contained in this Certificate of Incorporation
to the contrary, the affirmative vote of at least 80 percent of the voting power
of the stock of the  Corporation  entitled to vote in the  election of Directors
generally, voting together as a single class, shall be required to amend, repeal
or adopt any provision inconsistent with this Article FIFTH.

         SIXTH:

         1.  Indemnification   Other  than  Actions  by  or  on  Behalf  of  the
Corporation.  The  Corporation  shall indemnify and hold harmless to the fullest
extent  permitted by Applicable Law, as it presently  exists or may hereafter be
amended, any person who was or is a party or is threatened to be made a party to
any threatened,  pending or completed action, suit or proceeding, whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  Corporation),  by  reason  of the fact  that he or she is or was a
director,  trustee, officer, employee or agent of the Corporation,  or is or was
serving at the  request of the  Corporation  as a  director,  partner,  trustee,
officer,  employee or agent of another  Entity  against all  liability,  losses,
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually and  reasonably  incurred by him or her in connection  with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she  reasonably  believed to be in or not opposed to the best interests of
the





                                      -10-

Corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his or her conduct was unlawful.  The termination of
any action,  suit or proceeding by judgment,  order,  settlement,  conviction or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption  that the person did not act in good faith and in a manner  which he
or she  reasonably  believed to be in or not opposed to the best interest of the
Corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe that his or her conduct was unlawful.

         2.  Indemnification in Actions by or on Behalf of the Corporation.  The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened,  pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director, trustee, officer, employee or agent of
the  Corporation,  or is or was serving at the request of the  Corporation  as a
director, partner, trustee, officer, employee or agent of another Entity against
expenses (including  attorneys' fees) actually and reasonably incurred by him or
her in connection with the defense or settlement of such action or suit if he or
she acted in good faith and in a manner he or she  reasonably  believed to be in
or not  opposed to the best  interests  of the  Corporation  and except  that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  Corporation
unless  and only to the  extent  that  the  Court of  Chancery  of the  State of
Delaware or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity for such expenses which the Court of Chancery of the State of Delaware
or such other court shall deem proper.

         3.  Additional  Indemnification  as to Expenses.  Without  intending to
limit the  generality  of the  indemnification  provided  in Sections 1 and 2 of
Article SIXTH and in addition thereto, to the extent that any person referred to
in Sections 1 and 2 of this Article  SIXTH has been  successful on the merits or
otherwise in defense of any action,  suit or proceeding  referred to therein, or
in defense of any claim, issue or matter therein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him or her in connection therewith.

         4. Authorization.  Any  indemnification  under Sections 1 and 2 of this
Article SIXTH (unless ordered by a court) shall be made by the Corporation  only
as authorized in the specific case upon a determination that  indemnification of
the  director,  trustee,  partner,  officer,  employee or agent is proper in the
circumstances  because he or she has met the applicable  standard of conduct set
forth in such Sections 1 and 2 of this Article SIXTH. Such  determination  shall
be made (i) by a  majority  vote of the  directors  who are not  parties to such
action, suit or proceeding, even though less than a quorum, (ii) if there are no
such directors,  or if such directors so direct, by independent legal counsel in
a written opinion, or (iii) by the stockholders.

         5. Expense Advance. Expenses (including attorneys' fees) incurred by an
officer or  director  of the  Corporation  in  defending  any  civil,  criminal,
administrative or investigative  action, suit or proceeding shall be paid by the
Corporation  in  advance  of the  final  disposition  of  such  action,  suit or
proceeding  upon receipt of an  undertaking  by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he or she
is not entitled to be  indemnified  by the  Corporation  as  authorized  in this
Article SIXTH. Such expenses (including attorneys' fees)





                                      -11-

incurred by other persons  referred to in Sections 1 and 2 of this Article SIXTH
may be so paid upon such terms and conditions, if any, as the Board of Directors
deems appropriate.

         6.  Nonexclusivity.  The  indemnification  and  advancement of expenses
provided by, or granted  pursuant to, the other paragraphs of this Article SIXTH
shall  not be  deemed  exclusive  of any other  rights  to which  those  seeking
indemnification  or  advancement  of expenses may be entitled under any statute,
by-law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his or her  official  capacity  and as to action in another
capacity while holding such office.

         7.  Insurance.  The  Corporation  shall have the power to purchase  and
maintain  insurance  on behalf of any person who is or was a director,  trustee,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director, trustee, partner, officer, employee or
agent of another  corporation,  partnership,  limited liability  company,  joint
venture, trust or other enterprise against any liability asserted against him or
her and  incurred by him or her in any such  capacity,  or arising out of his or
her  status as such,  whether  or not the  Corporation  would  have the power to
indemnify  such person  against  such  liability  under the  provisions  of this
Article SIXTH.

         8. "The Corporation". For purposes of this Article SIXTH, references to
"the  Corporation"  include,  in  addition  to the  resulting  Corporation,  any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued,  would
have had power and authority to indemnify  its  directors,  officers,  trustees,
employees  or  agents  so that any  person  who is or was a  director,  officer,
trustee, employee or agent of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director,  trustee, partner,
officer,  employee or agent of another  Entity shall stand in the same  position
under the  provisions  of this Article  SIXTH with  respect to the  resulting or
surviving  corporation as he or she would have with respect to such  constituent
corporation if its separate existence had continued.

         9. "Other Enterprises".  For purposes of this Article SIXTH, references
to "other  enterprises"  or "entities"  shall include  employee  benefit  plans;
references to "fines"  shall include any excise taxes  assessed on a person with
respect to an employee  benefit plan;  and references to "serving at the request
of the Corporation" shall include any service as a director,  trustee,  officer,
employee  or agent of the  Corporation  which  imposes  duties  on, or  involves
services by, such director, trustee, officer, employee, or agent with respect to
an employee benefit plan, its participants,  or beneficiaries;  and a person who
acted in good faith and in a manner he or she  reasonably  believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not  opposed to the best  interests  of the
Corporation" as referred to in this Article SIXTH.

         10.   Continuation  of   Indemnification.   The   indemnification   and
advancement of expenses  provided by, or granted pursuant to, this Article SIXTH
shall,  unless otherwise provided when authorized or ratified,  continue as to a
person who has ceased to be a director,  officer,  partner, trustee, employee or
agent and shall inure to the benefit of the heirs,  executors and administrators
of such a person.





                                      -12-


         11. Other  Indemnification.  The Corporation's  obligation,  if any, to
indemnify  any  person  who was or is  serving  at its  request  as a  director,
trustee,  partner, officer, employee or agent of another Entity shall be reduced
by  any  amount  such  person  collects  as  indemnification   from  such  other
corporation,  partnership,  limited liability company,  joint venture,  trust or
other enterprise or from insurance.

         12. No  Amendment.  No  amendment or repeal of the  provisions  of this
Article SIXTH shall  adversely  affect any right or protection  hereunder of any
person in respect  of any act or  omission  occurring  prior to the time of such
amendment or repeal.

         SEVENTH:  A  director  of the  Corporation  shall  not be liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except to the extent that exculpation from liability is not
permitted  under the General  Corporation Law of Delaware as in effect when such
breach occurred.  Neither the amendment or repeal of this Article  SEVENTH,  nor
the adoption of any provision of this Certificate of Incorporation  inconsistent
with this Article  SEVENTH,  shall  eliminate,  reduce or  adversely  affect the
effect of this Article SEVENTH in respect of any act or omission  occurring,  or
any cause of action,  suit or claim that,  but for this Article  SEVENTH,  would
accrue or arise, prior to such amendment,  repeal or adoption of an inconsistent
provision.

         EIGHTH: In furtherance and not in limitation of the powers conferred by
the  Laws of the  State  of  Delaware,  the  Board  of  Directors  is  expressly
authorized  and empowered to amend,  alter,  change and repeal the By-Laws.  The
By-Laws of the Corporation may be amended,  altered,  changed or repealed, and a
provision or provisions  inconsistent with the provisions of the By-Laws as they
exist from time to time may be adopted, only by the majority of the entire Board
of Directors or with the approval of the holders of not less than  sixty-six and
two-thirds  percent  (662/3%) of the voting power of all  outstanding  shares of
capital stock of the  Corporation  entitled to vote generally in the election of
directors  (except that the affirmative vote of at least 80% of the voting power
of the capital  stock of the  Corporation  entitled  to vote in the  election of
Directors  generally,  voting  together as a single class,  shall be required to
amend,  repeal or adopt any provision  inconsistent  with the  provisions of the
By-Laws  establishing   classes  of  directors,   limiting  the  rights  of  the
stockholders  to remove or nominate  directors or bring  business  before annual
meetings  of  stockholders,  filling  vacancies  of the Board of  Directors  and
providing for limitations on calling special meetings of the stockholders).

         NINTH:  Except for the provisions in Articles FOURTH,  SIXTH,  SEVENTH,
AND EIGHTH,  and this Article NINTH,  none of which  provisions or authorization
shall be amended,  altered,  changed or repealed except with the approval of the
holders of not less than sixty-six and two-thirds percent (662/3%) of the voting
power of all outstanding shares of capital stock of the Corporation  entitled to
vote generally in the election of directors,  voting together as a single class,
and any other provisions  contained in this Certificate of Incorporation that by
their terms  require a higher vote,  the  Corporation  reserves the right at any
time and from time to time to amend,  alter,  change  or  repeal  any  provision
contained in this  Certificate  of  Incorporation  (including  provisions as may
hereafter  be  added  or  inserted  in  this  Certificate  of  Incorporation  as
authorized  by the Laws of the State of Delaware) in the manner now or hereafter
prescribed by Delaware General





                                      -13-

Corporation  Law. All rights,  preferences  and privileges of whatsoever  nature
conferred  upon  stockholders,  directors or any other person  whomsoever by and
pursuant  to  this  Certificate  of  Incorporation  in its  present  form  or as
hereafter  amended are granted  subject to the rights  reserved in this  Article
NINTH.

         IN WITNESS  WHEREOF,  the Corporation has caused this Certificate to be
executed by its Chairman of the Board and Chief  Executive  Officer and attested
by its Assistant Secretary this 2nd day of February, 1996.

                                      IRON MOUNTAIN INCORPORATED


                                      By:   /s/ C. Richard Reese
                                            Name:  C. Richard  Reese
                                            Title: Chairman of the Board and
                                                       Chief Executive Officer
ATTEST:



By:  /s/ Garry B. Watzke
      Name:  Garry B. Watzke
      Title: Assistant Secretary

EX-3.2

                                                                     EXHIBIT 3.2










================================================================================

                              AMENDED AND RESTATED

                                    BY - LAWS

                                       of

                           Iron Mountain Incorporated

                            (a Delaware corporation)


================================================================================
                       as amended through January 6, 1998








                                TABLE OF CONTENTS

                                                                                                           
ARTICLE I    OFFICES..............................................................................................1
                  SECTION 1.          Registered Office.  ........................................................1
                  SECTION 2.          Other Offices.  ............................................................1

ARTICLE II    MEETING OF STOCKHOLDERS.............................................................................1
                  SECTION 1.          Place of Meeting............................................................1
                  SECTION 2.          Annual Meetings.  ..........................................................1
                  SECTION 3.          Special Meetings............................................................1
                  SECTION 4.          Introduction of Business At a Meeting of Stockholders.......................1
                  SECTION 5.          Notice......................................................................2
                  SECTION 6.          Quorum and Adjournments.....................................................3
                  SECTION 7.          Votes; Proxies.  ...........................................................3
                  SECTION 8.          Organization.  .............................................................4

ARTICLE III    DIRECTORS..........................................................................................4
                  SECTION 1.          Number......................................................................4
                  SECTION 2.          Nomination of Directors.....................................................5
                  SECTION 3.          Removal.....................................................................6
                  SECTION 4.          Vacancies...................................................................6
                  SECTION 5.          Meetings....................................................................6
                  SECTION 6.          Votes.......................................................................7
                  SECTION 7.          Quorum and Adjournment......................................................7
                  SECTION 8.          Compensation................................................................7
                  SECTION 9.          Action By Consent of Directors..............................................7

ARTICLE IV    COMMITTEES OF DIRECTORS.............................................................................7
                  SECTION 1.          Executive Committee.........................................................7
                  SECTION 2.          Audit Committee.............................................................8
                  SECTION 3.          Other Committees............................................................9
                  SECTION 4.          Term of Office..............................................................9

ARTICLE V    OFFICERS.............................................................................................9
                  SECTION 1.          Officers....................................................................9
                  SECTION 2.          Vacancies..................................................................10
                  SECTION 3.          Chairman of the Board......................................................10
                  SECTION 4.          President..................................................................10
                  SECTION 5.          Executive Vice Presidents, Senior Vice Presidents and
                                      Vice Presidents............................................................10
                  SECTION 6.          Secretary..................................................................10
                  SECTION 7.          Assistant Secretaries......................................................10
                  SECTION 8.          Treasurer..................................................................11
                  SECTION 9.          Assistant Treasurers.......................................................11
                  SECTION 10.         Controller.................................................................11
                  SECTION 11.         Assistant Controllers......................................................11
                  SECTION 12.         Subordinate Officers.......................................................11
                  SECTION 13.         Compensation...............................................................11





By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 2

                  SECTION 14.         Removal....................................................................11
                  SECTION 15.         Bonds......................................................................11

ARTICLE VI    CERTIFICATES OF STOCK..............................................................................12
                  SECTION 1.          Form and Execution of Certificates.........................................12
                  SECTION 2.          Transfer of Shares.........................................................12
                  SECTION 3.          Closing of Transfer Books..................................................13
                  SECTION 4.          Fixing Date for Determination of Stockholders of Record....................13
                  SECTION 5.          Lost or Destroyed Certificates.............................................13
                  SECTION 6.          Uncertificated Shares......................................................14
                  SECTION 7.          Transfer Agents and Registrars; Further Regulations.  .....................14

ARTICLE VII    EXECUTION OF DOCUMENTS............................................................................15
                  SECTION 1.          Execution of Checks, Notes, etc............................................15
                  SECTION 2.          Execution of Contracts, Assignments, etc...................................15
                  SECTION 3.          Execution of Proxies.......................................................15

ARTICLE VIII    INSPECTION OF BOOKS..............................................................................15

ARTICLE IX      FISCAL YEAR......................................................................................16

ARTICLE X       SEAL.............................................................................................16

ARTICLE XI      AMENDMENTS.......................................................................................16

ARTICLE XII     RESTRICTIONS ON TRANSFER OF CERTAIN SHARES
                       OF CAPITAL STOCK OF THE CORPORATION.......................................................16
                  SECTION 1.         Restrictions on Transfer....................................................16
                  SECTION 2.         Legend on Stock Certificates................................................17
                  SECTION 3.         Termination of Restrictions on Transfers....................................17

ARTICLE XIII    RESTRICTIONS ON TRANSFER OF CERTAIN SHARES
                       OF CAPITAL STOCK OF THE CORPORATION.......................................................17
                  SECTION 1.         Restrictions on Transfer....................................................17
                  SECTION 2.         Legend on Stock Certificates................................................18








By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 3



                           Iron Mountain Incorporated

                            (a Delaware corporation)



                                     BY-LAWS



                                ARTICLE I OFFICE


         SECTION 1. Registered  Office. The registered office of the Corporation
shall be located in Dover,  County of Kent,  State of Delaware,  and the name of
the resident  agent in charge  thereof  shall be The  Prentice-Hall  Corporation
System, Inc.

         SECTION 2. Other Offices. The Corporation may also have offices at such
other places, within or without the State of Delaware, as the Board of Directors
may from time to time appoint or the business of the Corporation may require.

                       ARTICLE II MEETING OF STOCKHOLDERS


         SECTION 1. Place of Meeting. Meetings of the stockholders shall be held
either  within or without  the State of  Delaware  at such place as the Board of
Directors may fix from time to time.

         SECTION 2. Annual Meetings. The annual meeting of stockholders shall be
held for the election of directors on such date and at such time as the Board of
Directors may fix from time to time. Any other proper business may be transacted
at the annual meeting.

         SECTION 3. Special  Meetings.  Special meetings of the stockholders for
any purpose or purposes may be called only by the Chairman of the Board, if any,
or the Board of Directors pursuant to a resolution adopted by a majority vote of
the Board of Directors.

         SECTION 4. Introduction of Business At a Meeting of Stockholders. At an
annual  or  special  meeting  of  stockholders,  only  such  business  shall  be
conducted,  and only such  proposals  shall be acted  upon,  as shall  have been
properly  brought before such annual or special meeting of  stockholders.  To be
properly brought before an annual or special meeting of  stockholders,  business
must be (i) in the case of a special  meeting,  specified  in the  notice of the
special meeting (or any supplement  thereto) given by or at the direction of the
Board of Directors or otherwise properly brought before the meeting by the Board
of Directors, or (ii) in the case of an annual meeting,  properly brought before
the  meeting by or at the  direction  of the Board of  Directors,  or  otherwise
properly brought before the annual meeting by a stockholder.  For business to be
properly brought before an annual meeting of stockholders by a stockholder, the





By-Laws of Iron Mountain Incorporated
A Delaware Corporation
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stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation.  To be timely,  a stockholder's  notice must be delivered to or
mailed and received at the principal  executive  offices of the  Corporation not
less than 45 days1 prior to the date of the annual meeting;  provided,  however,
that if less than 55 days' written notice or prior public disclosure of the date
of the annual  meeting is given or made to  stockholders  or to the  stockholder
proposing a matter,  notice by the stockholder to be timely must be so delivered
or received not later than the close of business on the 10th day  following  the
earlier  of (i) the day on which  such  notice  of the date of the  meeting  was
mailed to such  stockholder  or the  stockholders  generally  or (ii) the day on
which such public disclosure was made.

         A  stockholder's  notice  to the  Secretary  shall set forth as to each
matter  the   stockholder   proposes  to  bring  before  an  annual  meeting  of
stockholders  (i) a brief  description  of the  business  desired  to be brought
before the annual  meeting and the reasons for  conducting  such business at the
annual meeting,  (ii) the name and address,  as they appear on the Corporation's
books,  of the  stockholder  proposing such business and any other  stockholders
known by such  stockholder to be supporting  such proposal,  (iii) the class and
number  of  shares  of the  Corporation  which  are  beneficially  owned by such
stockholder  on  the  date  of  such  stockholder's  notice  and  by  any  other
stockholders  known by such  stockholder  to be supporting  such proposal on the
date of such  stockholder's  notice,  and  (iv)  any  material  interest  of the
stockholder in such proposal.

         Notwithstanding  anything in these By-Laws to the contrary, no business
shall be conducted at a meeting of  stockholders  except in accordance  with the
procedures  set forth in this Section 4. The Chairman of the meeting  shall,  if
the facts  warrant,  determine  and declare to the meeting that the business was
not  properly  brought  before the  meeting in  accordance  with the  procedures
prescribed by these By-Laws, and if he should so determine,  he shall so declare
to the meeting and any such  business  not properly  brought  before the meeting
shall not be transacted.

         The  foregoing   requirements   shall  be  in  addition  to  any  other
requirements imposed by applicable law or regulation.

         SECTION  5.  Notice.  Written  or  printed  notice of every  meeting of
stockholders,  annual or special,  stating the hour, date and place thereof, and
the purpose or purposes in general  terms for which the meeting is called shall,
not less than ten (10) days,  or such longer period as shall be provided by law,
the Certificate of Incorporation, these By-Laws, or otherwise, and not more than
sixty  (60)  days  before  such  meeting,  be  served  upon  or  mailed  to each
stockholder  entitled to vote thereat,  at the address of such stockholder as it
appears upon the stock records of the Corporation or, if such stockholder  shall
have filed with the Secretary of the  Corporation a written request that notices
be mailed to some other address, then to the address designated in such request.

- --------
1        Amended 5/1/96.





By-Laws of Iron Mountain Incorporated
A Delaware Corporation
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         Notice  of  the  hour,  date,  place  and  purpose  of any  meeting  of
stockholders may be dispensed with if every stockholder entitled to vote thereat
shall attend either in person or by proxy and shall not, at the beginning of the
meeting,  object to the holding of such meeting because the meeting has not been
lawfully  called or convened,  or if every absent  stockholder  entitled to such
notice shall in writing, filed with the records of the meeting, either before or
after the holding thereof, waive such notice.

         SECTION 6. Quorum and Adjournments. Except as otherwise provided by law
or by the  Certificate of  Incorporation,  the presence in person or by proxy at
any meeting of  stockholders of the holders of a majority of the voting power of
the shares of the  capital  stock of the  Corporation  issued,  outstanding  and
entitled to vote thereat,  shall be requisite and shall constitute a quorum.  If
two or more classes of stock are  entitled to vote as separate  classes upon any
question,  then, in the case of each such class, a quorum for the  consideration
of  such  question  shall,  except  as  otherwise  provided  by  law  or by  the
Certificate of  Incorporation,  consist of a majority of the voting power of all
stock of that class issued,  outstanding  and entitled to vote. If a majority of
the  voting  power of shares of  capital  stock of the  Corporation  issued  and
outstanding  and entitled to vote thereat or, where a larger quorum is required,
such  quorum,  shall  not be  represented  at any  meeting  of the  stockholders
regularly  called,  the holders of a majority of the voting  power of the shares
present or represented by proxy and entitled to vote thereat shall have power to
adjourn  the  meeting to another  time,  or to another  time and place,  without
notice other than  announcement of adjournment at the meeting,  and there may be
successive  adjournments  for like cause and in like manner until the  requisite
amount  of  shares  entitled  to vote  at such  meeting  shall  be  represented;
provided,  however,  that if the  adjournment is for more than thirty (30) days,
notice of the hour,  date and place of the  adjourned  meeting shall be given to
each  stockholder  entitled to vote thereat.  Subject to the requirements of law
and the Certificate of Incorporation,  on any issue on which two or more classes
of stock are entitled to vote  separately,  no  adjournment  shall be taken with
respect to any class for which a quorum is present  unless the  Chairman  of the
meeting  otherwise  directs.  At any meeting held to consider matters which were
subject to  adjournment  for want of a quorum at which the  requisite  amount of
shares  entitled to vote  thereat  shall be  represented,  any  business  may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
noticed.

         SECTION  7.  Votes;  Proxies.  Except  as  otherwise  provided  in  the
Certificate of Incorporation, at each meeting of stockholders, every stockholder
of record at the closing of the transfer books, if closed, or on the date set by
the Board of Directors for the determination of stockholders entitled to vote at
such meeting, shall have one vote for each share of stock entitled to vote which
is registered in such stockholder's name on the books of the Corporation.

         At each  such  meeting  every  stockholder  entitled  to vote  shall be
entitled to do so in person,  or by proxy  appointed by an instrument in writing
or as otherwise  permitted by law subscribed by such  stockholder  and bearing a
date not more than three (3) years prior to the meeting in question, unless said
instrument provides for a longer period during which it is to remain in force. A
duly executed proxy shall be irrevocable if it states that it is irrevocable and
if, and only as long as, it is coupled  with an  interest  sufficient  in law to
support an  irrevocable  power.  A proxy may be made  irrevocable  regardless of
whether the interest with which it is





By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 4

coupled is an interest in the stock  itself or any  interest in the  Corporation
generally.  A  stockholder  may revoke  any proxy  which is not  irrevocable  by
attending  the meeting and voting in person or by filing with the  Secretary  of
the  Corporation  an  instrument  in writing or as  otherwise  permitted  by law
revoking the proxy or another duly executed proxy bearing a later date.

         Voting at meetings of  stockholders  need not be by written ballot and,
except as otherwise  provided by law,  need not be conducted  by  inspectors  of
election  unless so  determined by the Chairman of the meeting or by the holders
of shares of stock  having a majority  of the votes  which  could be cast by the
holders of all  outstanding  shares of stock  entitled to vote thereon which are
present in person or represented by proxy at such meeting.  If it is required or
determined that inspectors of election be appointed,  the Chairman shall appoint
two or more  inspectors of election,  who shall first take and subscribe an oath
or  affirmation  faithfully  to execute the duties of inspectors at such meeting
with  strict  impartiality  and  according  to the  best of their  ability.  The
inspectors so appointed shall take charge of the polls and, after the balloting,
shall  make a  certificate  of the  result of the vote  taken.  No  director  or
candidate for the office of director shall be appointed as such inspector.

         At any meeting at which a quorum is present,  a plurality  of the votes
properly  cast for election to fill any vacancy on the Board of Directors  shall
be sufficient  to elect a candidate to fill such vacancy,  and a majority of the
votes properly cast upon any other question shall decide the question, except in
any  case  where  a  larger  vote  is  required  by  law,  the   Certificate  of
Incorporation, these By-Laws, or otherwise.

         SECTION 8. Organization. The Chairman of the Board, if there be one, or
in his or her absence the Vice  Chairman,  or in the absence of a Vice Chairman,
the President, or in the absence of the President, a Vice President,  shall call
meetings of the  stockholders  to order and shall act as chairman  thereof.  The
Secretary of the Corporation, if present, shall act as secretary of all meetings
of stockholders, and, in his or her absence, the presiding officer may appoint a
secretary.

                              ARTICLE III DIRECTORS


         SECTION 1. Number. The business and affairs of the Corporation shall be
conducted  and  managed  by a Board  of  Directors,  none of whom  needs to be a
stockholder.  The number of directors  for each year shall be fixed by the Board
of Directors (and not by the  stockholders)  from time to time, but shall not be
less than three nor more than  fifteen  persons.  If the number is not so fixed,
the number shall remain as it stood immediately prior to such meeting.

         The  directors,  other than those who may be elected by the  holders of
any class or series of stock  having a  preference  over the Common  Stock as to
dividends or upon  liquidation,  shall be divided,  with respect to the time for
which they severally hold office,  into three classes, as nearly equal in number
as  possible,  as  determined  by the Board of  Directors.  One class shall hold
office initially for a term expiring at the annual meeting of stockholders to be
held in 1996,  another class to hold office initially for a term expiring at the
annual  meeting  of  stockholders  in 1997,  and  another  class to hold  office
initially for a term expiring at the annual meeting of





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A Delaware Corporation
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stockholders  to be held in 1998,  with each member of each class to hold office
until his or her successor is elected and qualified, or until his or her earlier
death,  resignation  or  removal.  At  each  succeeding  annual  meeting  of the
stockholders of the Corporation,  the successors of the class of directors whose
term expires at that meeting  shall be elected by plurality  vote to hold office
for a term  expiring at the annual  meeting for  stockholders  held in the third
year following the year of their election.

         At any time during any year,  except as otherwise  provided by law, the
Certificate of  Incorporation  or these By-Laws,  the number of directors may be
increased  or reduced,  in each case by vote of a majority of the  directors  in
office at the time of such  increase or  decrease,  regardless  of whether  such
majority  constitutes a quorum,  provided that no such decrease shall affect the
term of any director then in office.

         SECTION  2.  Nomination  of  Directors.   Only  persons   nominated  in
accordance with the procedures set forth in this Section 2 shall be eligible for
election  as  directors.  Nominations  of persons  for  election to the Board of
Directors may be made at a meeting of stockholders (i) by or at the direction of
the Board of Directors,  or (ii) by any stockholder of the Corporation  entitled
to vote for the election of  directors  at such  meeting who  complies  with the
notice  procedures  set forth in this  Section 2. Such  nominations,  other than
those made by or at the direction of the Board, shall be made pursuant to timely
notice  in  writing  to  the  Secretary  of the  Corporation.  To be  timely,  a
stockholder's  notice  must  be  delivered  to or  mailed  and  received  at the
principal  executive  offices of the Corporation not less than 45 days2 prior to
the date of a meeting;  provided,  however,  that if fewer than 55 days' written
notice or prior public disclosure of the date of the meeting is given or made to
stockholders  or to the  stockholder  proposing  a  director  or  directors  for
election,  notice  by the  stockholder  to be  timely  must be so  delivered  or
received  not later than the close of  business  on the 10th day  following  the
earlier  of (i) the day on which  such  notice of the date of such  meeting  was
mailed to such  stockholder or  stockholders  generally or (ii) the day on which
such public disclosure was made.

         A stockholder's  notice to the Secretary shall set forth (i) as to each
person whom the stockholder proposes to nominate for election or reelection as a
director  (a) the name,  age,  business  address and  residence  address of such
person, (b) the principal occupation or employment of such person, (c) the class
and number of shares of the  Corporation  which are  beneficially  owned by such
person on the date of such  stockholder's  notice and (d) any other  information
relating to such person that is required to be  disclosed  in  solicitations  of
proxies for  election  of  directors,  or is  otherwise  required,  in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(including  without  limitation such person's  written consent to being named in
the proxy  statement as a nominee and to serving as a director if elected),  and
(ii) as to the stockholder giving the notice, (a) the name and address,  as they
appear  on  the   Corporation's   books,  of  such  stockholder  and  any  other
stockholders  known by such  stockholder to be supporting  such nominees and (b)
the class and number of shares of the Corporation  which are beneficially  owned
by such stockholder on the date of such stockholder's

- --------
2        Amended 5/1/96.





By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 6

notice and by any other  stockholders known by such stockholder to be supporting
such nominees on the date of such stockholder's notice.

         No  person  shall  be  eligible  for  election  as a  director  of  the
Corporation unless nominated in accordance with the procedures set forth in this
Section 2. The Chairman of the meeting shall,  if the facts  warrant,  determine
and declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by the By-Laws, and if he should so determine, he shall so
declare to the meeting and the defective nomination shall be disregarded.

         The  foregoing   requirements   shall  be  in  addition  to  any  other
requirements imposed by applicable law or regulation.

         SECTION 3.  Removal.  Subject to the rights of the holders of any class
or series of stock having a preference  over the Common Stock as to dividends or
upon  liquidation to elect additional  directors under specified  circumstances,
any  director  may be  removed  from  office by the  stockholders  in the manner
provided  in this  Section  3 of  Article  III.  At any  annual  meeting  of the
stockholders of the Corporation or at any special meeting of the stockholders of
the Corporation,  the notice of which shall state that the removal of a director
or directors is among the purposes of the meeting,  the affirmative  vote of the
holders of at least 80 percent of the combined  voting power of the  outstanding
shares of capital stock of the  Corporation  entitled to vote in the election of
directors generally, voting together as a single class, may remove such director
or directors only for cause.

         SECTION 4.  Vacancies.  If any vacancy shall occur among the directors,
or if the number of directors shall at any time be increased, such vacancy shall
be filled only by the directors then in office,  although less than a quorum, by
a  majority  vote of the  directors  then in  office  or by the  sole  remaining
director,  or,  if  no  directors  then  remain,  by  the  stockholders  of  the
Corporation.

         SECTION 5. Meetings.  Meetings of the Board of Directors  shall be held
at such place, within or without the State of Delaware, as may from time to time
be fixed by  resolution  of the Board of  Directors  or by the  Chairman  of the
Board,  if there be one, or by the  President,  and as may be  specified  in the
notice or waiver of notice of any meeting. Meetings may be held at any time upon
the call of the Chairman of the Board,  if there be one, or the President or any
two (2) of the  directors  in office by oral,  telegraphic,  telex,  telecopy or
other form of electronic transmission, or written notice, duly served or sent or
mailed to each  director  not less  than  twenty-four  (24)  hours  before  such
meeting,  except that, if mailed,  not less than  seventy-two  (72) hours before
such meeting.

         Meetings  may be held at any time and place  without  notice if all the
directors  are present and do not object to the holding of such meeting for lack
of proper  notice or if those not  present  shall,  in writing  or by  telegram,
telex, telecopy or other form of electronic  transmission,  waive notice thereof
before or after the meeting.  A regular meeting of the Board may be held without
notice  immediately  following the annual meeting of  stockholders  at the place
where  such  meeting  is held.  Regular  meetings  of the Board may also be held
without notice at such time and place





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A Delaware Corporation
Page 7

as shall from time to time be determined  by resolution of the Board.  Except as
otherwise  provided by law,  the  Certificate  of  Incorporation  or  otherwise,
neither  the  business to be  transacted  at, nor the purpose of, any regular or
special  meeting of the Board of  Directors  or any  committee  thereof  need be
specified in any written waiver of notice.

         Members  of the  Board  of  Directors  or  any  committee  thereof  may
participate  in a meeting  of such  Board or  committee  by means of  conference
telephone  or similar  communications  equipment  by means of which all  persons
participating in the meeting can hear each other and  participation in a meeting
pursuant to the foregoing  provisions shall constitute presence in person at the
meeting.

         SECTION 6. Votes.  Except as otherwise provided by law, the Certificate
of  Incorporation  or these  By-Laws,  the vote of the majority of the directors
present at a meeting at which a quorum is present  shall be the act of the Board
of Directors.

         SECTION 7. Quorum and Adjournment. Except as otherwise provided by law,
the Certificate of Incorporation  or these By-Laws,  a majority of the directors
shall constitute a quorum for the transaction of business.  If at any meeting of
the Board there shall be less than a quorum present, a majority of those present
may adjourn the meeting from time to time without notice other than announcement
of the  adjournment  at the meeting,  and at such  adjourned  meeting at which a
quorum  is  present  any  business  may be  transacted  which  might  have  been
transacted at the meeting as originally noticed.

         SECTION 8. Compensation.  Directors may receive  compensation for their
services,  as such,  and for service on any committee of the Board of Directors,
as fixed by  resolution of the Board of Directors and for expenses of attendance
at each  regular  or  special  meeting  of the Board or any  Committee  thereof.
Nothing in this Section  shall be construed to preclude a director  from serving
the Corporation in any other capacity and receiving compensation therefor.

         SECTION 9.  Action By  Consent of  Directors.  Any action  required  or
permitted  to be taken  at any  meeting  of the  Board  of  Directors  or of any
committee  thereof may be taken without a meeting if all members of the Board or
committee,  as the case may be, consent  thereto in writing,  and the writing or
writings are filed with the minutes of  proceedings  of the Board or  committee.
Such consent  shall be treated as a vote adopted at a meeting for all  purposes.
Such consents may be executed in one or more counterparts and not every Director
or committee member need sign the same counterpart.

                       ARTICLE IV COMMITTEES OF DIRECTORS


         SECTION  1.  Executive  Committee.  The  Board  of  Directors  may,  by
resolution  passed  by a  majority  of the whole  Board,  appoint  an  Executive
Committee of two (2) or more members, to serve during the pleasure of the Board,
to consist of such directors as the Board may from time to time  designate.  The
Board of Directors shall designate the Chairman of the Executive Committee.





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A Delaware Corporation
Page 8


         a.       Procedure.  The  Executive  Committee  shall,  by a vote  of a
                  majority  of its  members,  fix its own  times  and  places of
                  meeting,  determine the number of its members  constituting  a
                  quorum for the transaction of business,  and prescribe its own
                  rules of procedure, no change in which shall be made save by a
                  majority vote of its members.

         b.       Responsibilities. During the intervals between the meetings of
                  the Board of  Directors,  except as otherwise  provided by the
                  Board  of  Directors  in   establishing   such   Committee  or
                  otherwise,  the  Executive  Committee  shall  possess  and may
                  exercise  all the  powers of the Board in the  management  and
                  direction  of the  business  and  affairs of the  Corporation;
                  provided,  however,  that the Executive  Committee  shall not,
                  except to the extent otherwise  provided in the Certificate of
                  Incorporation  or a resolution  providing  for the issuance of
                  shares of stock  adopted by the Board of Directors as provided
                  in Section 151(a) of the Delaware General Business Corporation
                  Law, have the power:

                           (1)  to  amend  or  authorize  the  amendment  of the
                           Certificate of Incorporation or these By-Laws;

                           (2) to authorize the issuance of stock;

                           (3) to authorize the payment of any dividend;

                           (4) to adopt an agreement of merger or  consolidation
                           of   the   Corporation   or  to   recommend   to  the
                           stockholders  the sale,  lease or  exchange of all or
                           substantially  all the  property  and business of the
                           Corporation;

                           (5) to recommend to the  stockholders  a dissolution,
                           or a revocation of a dissolution, of the Corporation;
                           or

                           (6) to adopt a  certificate  of ownership  and merger
                           pursuant  to  Section  253 of the  Delaware  Business
                           Corporation Law.

         c.       Reports. The Executive Committee shall keep regular minutes of
                  its  proceedings,  and all action by the  Executive  Committee
                  shall be  reported  promptly to the Board of  Directors.  Such
                  action shall be subject to review, amendment and repeal by the
                  Board,  provided  that no  rights  of third  parties  shall be
                  adversely affected by such review, amendment or repeal.

         SECTION 2. Audit  Committee.  The Board of Directors may, by resolution
passed by a majority of the whole Board,  appoint an Audit  Committee of two (2)
or more  members  who shall not be officers  (the  Chairman of the Board and the
Vice Chairman of the Board,  if any, not being deemed officers for this purpose)
or employees of the Corporation to serve during the





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A Delaware Corporation
Page 9

pleasure of the Board.  The Board of Directors  shall  designate the Chairman of
the Audit Committee.

         a.       Procedure. The Audit Committee, by a vote of a majority of its
                  members,  shall fix its own times and places of meeting, shall
                  determine the number of its members  constituting a quorum for
                  the transaction of business, and shall prescribe its own rules
                  of  procedure,  no  change  in which  shall be made  save by a
                  majority vote of its members.

         b.       Responsibilities.  The Audit Committee shall review the annual
                  financial   statements  of  the  Corporation  prior  to  their
                  submission to the Board of  Directors,  shall consult with the
                  Corporation's   independent  auditors,  and  may  examine  and
                  consider  such other  matters in relation to the  internal and
                  external audit of the  Corporation's  accounts and in relation
                  to the financial  affairs of the Corporation and its accounts,
                  including the selection and retention of independent auditors,
                  as the Audit Committee may, in its discretion, determine to be
                  desirable.

         c.       Reports. The Audit Committee shall keep regular minutes of its
                  proceedings, and all action by the Audit Committee shall, from
                  time to time,  be  reported  to the Board of  Directors  as it
                  shall  direct.   Such  action  shall  be  subject  to  review,
                  amendment and repeal by the Board,  provided that no rights of
                  third  parties  shall be  adversely  affected by such  review,
                  amendment or repeal.

         SECTION 3. Other Committees.  The Board of Directors may, by resolution
passed by a majority of the whole  Board,  at any time appoint one or more other
committees  from its own number.  Every such committee must include at least one
member of the Board of Directors.  The Board may from time to time  designate or
alter,  within the limits permitted by law, the Certificate of Incorporation and
this Article,  if applicable,  the duties,  powers and number of members of such
other  committees or change their  membership,  and may at any time abolish such
other committees or any of them.

         a.       Procedure.  Each committee  appointed pursuant to this Section
                  shall,  by a vote of a majority  of its  members,  fix its own
                  times  and  places of  meeting,  determine  the  number of its
                  members constituting a quorum for the transaction of business,
                  and prescribe  its own rules of procedure,  no change in which
                  shall be made save by a majority vote of its members.

         b.       Responsibilities.  Each committee  appointed  pursuant to this
                  Section shall exercise the powers  assigned to it by the Board
                  of Directors in its discretion.

         c.       Reports.  Each  committee  appointed  pursuant to this Section
                  shall keep regular minutes of  proceedings,  and all action by
                  each such committee  shall,  from time to time, be reported to
                  the Board of Directors as it shall  direct.  Such action shall
                  be  subject  to  review,  amendment  and  repeal by the Board,
                  provided  that no rights of third  parties  shall be adversely
                  affected by such review, amendment or repeal.





By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 10


         SECTION 4. Term of Office. Each member of a committee shall hold office
until the first meeting of the Board of Directors  following the annual  meeting
of  stockholders  (or  until  such  other  time as the  Board of  Directors  may
determine,  either in the vote  establishing the committee or at the election of
such  member or  otherwise)  and  until  his or her  successor  is  elected  and
qualified,  or until he or she sooner dies,  resigns, is removed, is replaced by
change of membership or becomes  disqualified by ceasing to be a director (where
membership on the Board is required), or until the committee is sooner abolished
by the Board of Directors.

                               ARTICLE V OFFICERS


         SECTION 1. Officers.  The Board of Directors shall elect a President, a
Secretary and a Treasurer, and, in their discretion, may elect a Chairman of the
Board,  a Vice Chairman of the Board,  a Controller,  and one or more  Executive
Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant Secretaries,
Assistant Treasurers and Assistant Controllers and such other officers as deemed
necessary or appropriate.  Such officers shall be elected  annually by the Board
of Directors at its first meeting  following the annual meeting of  stockholders
(or at such other meeting as the Board of Directors determines),  and each shall
hold  office for the term  provided  by the vote of the Board,  except that each
will be  subject  to  removal  from  office  in the  discretion  of the Board as
provided herein.  The powers and duties of more than one office may be exercised
and performed by the same person.

         SECTION 2.  Vacancies.  Any vacancy in any office may be filled for the
unexpired  portion  of the term by the  Board of  Directors  at any  regular  or
special meeting.

         SECTION  3.  Chairman  of the  Board.  The  Chairman  of the  Board  of
Directors, if any, shall be the chief executive officer of the Corporation, and,
subject to the direction of the Board of Directors, shall have general charge of
the  management  and  direction  of the  business,  affairs and  property of the
Corporation,  and general  supervision over its other officers and agents,  and,
when present, shall preside at all meetings of the stockholders and the Board of
Directors.  The  Chairman of the Board of  Directors  shall  perform  such other
duties and have such other powers as the Board of Directors shall designate from
time to time.

         SECTION  4.  President.  The  President  shall be the  chief  operating
officer of the Corporation.  In general, he shall perform all duties incident to
the  office of  President  and chief  operating  officer  and shall see that all
orders and  resolutions  of the Board of  Directors  are carried into effect and
shall perform such other  executive,  supervisory  and management  functions and
duties as may be assigned to him from time to time by the Board of  Directors or
the Chairman of the Board.

         SECTION 5. Executive Vice  Presidents,  Senior Vice Presidents and Vice
Presidents.  Each  Executive  Vice  President,  Senior Vice  President  and Vice
President  shall have and exercise  such powers and shall perform such duties as
from time to time may be assigned to him or to her by the Board of  Directors or
the President.





By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 11


         SECTION 6.  Secretary.  The  Secretary  shall  keep the  minutes of all
meetings of the stockholders and of the Board of Directors in books provided for
the purpose;  shall see that all notices are duly given in  accordance  with the
provisions of law and these  By-Laws;  the  Secretary  shall be custodian of the
records and of the corporate  seal or seals of the  Corporation;  shall see that
the corporate seal is affixed to all documents the execution of which, on behalf
of the Corporation under its seal, is duly authorized,  and, when the seal is so
affixed,  he or she may attest the same;  and, in general,  the Secretary  shall
perform all duties  incident to the office of  secretary of a  corporation,  and
such  other  duties  as from time to time may be  assigned  to him or her by the
Board of Directors.

         SECTION 7. Assistant Secretaries. The Assistant Secretaries in order of
their seniority  shall,  in the absence or disability of the Secretary,  perform
the duties and exercise the powers of the Secretary and shall perform such other
duties as the Board of Directors  shall prescribe or as from time to time may be
assigned by the Secretary.

         SECTION  8.  Treasurer.  The  Treasurer  shall  have  charge  of and be
responsible  for  all  funds,  securities,  receipts  and  disbursements  of the
Corporation,  and shall  deposit,  or cause to be deposited,  in the name of the
Corporation, all monies or other valuable effects in such banks, trust companies
or other  depositaries as shall,  from time to time, be selected by the Board of
Directors; may endorse for collection on behalf of the Corporation checks, notes
and other  obligations;  may sign receipts and vouchers for payments made to the
Corporation; may sign checks of the Corporation,  singly or jointly with another
person as the Board of Directors may  authorize,  and pay out and dispose of the
proceeds  under the direction of the Board;  the  Treasurer  shall render to the
President and to the Board of Directors,  whenever requested,  an account of the
financial  condition of the Corporation;  and in general,  shall perform all the
duties  incident to the office of  treasurer  of a  corporation,  and such other
duties as from time to time may be assigned by the Board of Directors.

         SECTION 9. Assistant  Treasurers.  The Assistant Treasurers in order of
their seniority  shall,  in the absence or disability of the Treasurer,  perform
the duties and exercise the powers of the Treasurer and shall perform such other
duties as the Board of Directors  shall prescribe or as from time to time may be
assigned by the Treasurer.

         SECTION 10. Controller.  The Controller, if elected, shall be the chief
accounting  officer of the  Corporation and shall perform all duties incident to
the  office  of a  controller  of a  corporation,  and,  in  the  absence  of or
disability of the Treasurer or any Assistant  Treasurer,  perform the duties and
exercise the powers of the  Treasurer and shall perform such other duties as the
Board of  Directors  shall  prescribe or as from time to time may be assigned by
the Chairman of the Board, if any, the President or the Treasurer.

         SECTION 11. Assistant  Controllers.  The Assistant Controllers in order
of their  seniority  shall,  in the  absence or  disability  of the  Controller,
perform the duties and exercise the powers of the  Controller  and shall perform
such other duties as the Board of Directors  shall  prescribe or as from time to
time may be assigned by the Controller.





By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 12


         SECTION 12.  Subordinate  Officers.  The Board of Directors may appoint
such subordinate officers as it may deem desirable. Each such officer shall hold
office for such period, have such authority and perform such duties as the Board
of  Directors  may  prescribe.  The Board of Directors  may,  from time to time,
authorize  any  officer  to  appoint  and  remove  subordinate  officers  and to
prescribe the powers and duties thereof.

         SECTION  13.  Compensation.  The  Board  of  Directors  shall  fix  the
compensation of all officers of the  Corporation.  It may authorize any officer,
upon whom the power of appointing  subordinate officers may have been conferred,
to fix the compensation of such subordinate officers.

         SECTION 14.  Removal.  Any officer of the  Corporation  may be removed,
with or without cause, by action of the Board of Directors.

         SECTION 15.  Bonds.  The Board of Directors  may require any officer of
the Corporation to give a bond to the Corporation, conditional upon the faithful
performance  of his or her duties,  with one or more sureties and in such amount
as may be satisfactory to the Board of Directors.

                        ARTICLE VI CERTIFICATES OF STOCK


         SECTION 1. Form and  Execution  of  Certificates.  The interest of each
stockholder  of  the  Corporation   shall  be  evidenced  by  a  certificate  or
certificates for shares of stock in such form as the Board of Directors may from
time to time  prescribe.  The  certificates  of  stock  of each  class  shall be
consecutively numbered and signed by the Chairman or Vice Chairman of the Board,
if any, the President,  an Executive Vice President,  Senior Vice President or a
Vice President and by the Secretary, an Assistant Secretary, the Treasurer or an
Assistant Treasurer of the Corporation,  and may be countersigned and registered
in such manner as the Board of Directors may by resolution prescribe,  and shall
bear the corporate seal or a printed or engraved  facsimile  thereof.  Where any
such  certificate  is signed by a transfer  agent or  transfer  clerk  acting on
behalf of the Corporation,  the signatures of any such Chairman,  Vice Chairman,
President,  Executive Vice  President,  Senior Vice  President,  Vice President,
Treasurer,   Assistant  Treasurer,  Secretary  or  Assistant  Secretary  may  be
facsimiles, engraved or printed. In case any officer or officers, who shall have
signed, or whose facsimile  signature or signatures shall have been used on, any
such  certificate or  certificates,  shall cease to be such officer or officers,
whether because of death,  resignation or otherwise,  before such certificate or
certificates  shall have been delivered by the Corporation,  such certificate or
certificates  may  nevertheless  be issued and delivered by the  Corporation  as
though the person or persons  who signed such  certificate  or  certificates  or
whose  facsimile  signature or  signatures  shall have been used thereon had not
ceased to be such officer or officers.

         In case the corporate seal which has been affixed to,  impressed on, or
reproduced in any such certificate or certificates shall cease to be the seal of
the Corporation before such certificate





By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 13

or  certificates  have been delivered by the  Corporation,  such  certificate or
certificates  may  nevertheless  be issued and delivered by the  Corporation  as
though the seal affixed thereto, impressed thereon or reproduced therein had not
ceased to be the seal of the Corporation.

         Every  certificate  for  shares  of  stock  which  are  subject  to any
restriction on transfer pursuant to law, the Certificate of Incorporation, these
By-Laws,  or any agreement to which the  Corporation is a party,  shall have the
restriction noted conspicuously on the certificate, and shall also set forth, on
the face or back,  either the full text of the restriction or a statement of the
existence of such restriction and (except if such restriction is imposed by law)
a statement  that the  Corporation  will furnish a copy thereof to the holder of
such certificate upon written request and without charge.

         Every  certificate  issued when the  Corporation is authorized to issue
more  than one  class or  series  of stock  shall  set forth on its face or back
either the full text of the  preferences,  voting  powers,  qualifications,  and
special and relative rights of the shares of each class and series authorized to
be  issued,  or a  statement  of the  existence  of  such  preferences,  powers,
qualifications  and rights,  and a statement that the Corporation will furnish a
copy thereof to the holder of such  certificate upon written request and without
charge.

         SECTION  2.  Transfer  of  Shares.  The  shares  of  the  stock  of the
Corporation  shall be transferred on the books of the  Corporation by the holder
thereof in person or by his or her attorney lawfully constituted, upon surrender
for  cancellation  of  certificates  for the  same  number  of  shares,  with an
assignment  and power of transfer  endorsed  thereon or attached  thereto,  duly
executed,  with such proof or guaranty of the  authenticity  of the signature as
the Corporation or its agents may reasonably  require.  The Corporation shall be
entitled  to treat  the  holder of record of any share or shares of stock as the
holder in fact  thereof  and  accordingly  shall not be bound to  recognize  any
equitable  or other  claim to or interest in such share or shares on the part of
any other person  whether or not it shall have express or other notice  thereof,
save as expressly  provided by law, by the Certificate of Incorporation or these
By-Laws.  It shall be the duty of each  stockholder to notify the Corporation of
his or her post office address.

         SECTION 3. Closing of Transfer  Books.  The stock transfer books of the
Corporation may, if deemed appropriate by the Board of Directors,  be closed for
such length of time not exceeding fifty (50) days as the Board of Directors (but
not the  stockholders)  may  determine,  preceding  the date of any  meeting  of
stockholders  or the date for the  payment of any  dividend  or the date for the
allotment  of  rights  or the date  when any  issuance,  change,  conversion  or
exchange of capital stock shall go into effect, during which time no transfer of
stock on the books of the Corporation may be made.

         SECTION 4. Fixing Date for  Determination of Stockholders of Record. In
order that the Corporation may determine the stockholders  entitled to notice of
or to vote  at any  meeting  of  stockholders  or any  adjournment  thereof,  or
entitled to receive  payment of any dividend or other  distribution or allotment
of any rights,  or  entitled  to  exercise  any rights in respect of any change,
conversion  or exchange of stock or for the purpose of any other lawful  action,
the Board of Directors (but not the  stockholders)  may fix a record date, which
record date shall not





By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 14

precede the date upon which the resolution  fixing the record date is adopted by
the Board of Directors and which record date:  (a) in the case of  determination
of  stockholders  entitled to vote at any meeting of stockholders or adjournment
thereof,   shall,   unless  otherwise   required  by  law,  the  Certificate  of
Incorporation  or these  By-Laws,  not be more than sixty (60) nor less than ten
(10)  days  before  the date of such  meeting;  and (b) in the case of any other
action, shall not be more than sixty (60) days prior to such other action. If no
record date is fixed: (a) the record date for determining  stockholders entitled
to notice of or to vote at a meeting  of  stockholders  shall be at the close of
business  on the day next  preceding  the day on which  notice is given,  or, if
notice is waived,  at the close of business on the day next preceding the day on
which the meeting is held; and (b) the record date for determining  stockholders
for any other  purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution  relating  thereto.  A determination of
stockholders  of  record  entitled  to  notice  of or to  vote at a  meeting  of
stockholders shall apply to any adjournment of the meeting;  provided,  however,
that the Board of Directors (but not the stockholders) may fix a new record date
for the adjourned meeting.

         SECTION  5.  Lost or  Destroyed  Certificates.  In case of the  loss or
destruction of any  certificate of stock, a new  certificate may be issued under
the following conditions:

         a.       The owner of said certificate shall file with the Secretary or
                  any Assistant Secretary of the Corporation an affidavit giving
                  the facts in relation to the ownership, and in relation to the
                  loss or  destruction of said  certificate,  stating its number
                  and the number of shares represented  thereby;  such affidavit
                  shall be in such form and  contain  such  statements  as shall
                  satisfy the  Chairman or Vice  Chairman of the Board,  if any,
                  the President,  any Executive Vice President,  any Senior Vice
                  President,  any Vice President,  the Secretary,  any Assistant
                  Secretary, the Treasurer or any Assistant Treasurer, that said
                  certificate has been accidentally  destroyed or lost, and that
                  a new  certificate  ought to be issued in lieu  thereof.  Upon
                  being so satisfied, any such officer may require such owner to
                  furnish the Corporation a bond in such sum and in such form as
                  he or she may deem  advisable,  and with a surety or  sureties
                  approved by him or her, to  indemnify  and save  harmless  the
                  Corporation  from any claim,  loss,  damage or liability which
                  may be occasioned by the issuance of a new certificate in lieu
                  thereof.  Upon such bond being so filed, if so required, a new
                  certificate  for the same number of shares  shall be issued to
                  the owner of the  certificate  so lost or  destroyed;  and the
                  transfer  agent  and   registrar,   if  any,  of  stock  shall
                  countersign and register such new certificate  upon receipt of
                  a written order signed by any such officer,  and thereupon the
                  Corporation   may  save  harmless  said  transfer   agent  and
                  registrar  in the  premises.  In case of the  surrender of the
                  original  certificate,  in lieu of which a new certificate has
                  been issued,  or the  surrender of such new  certificate,  for
                  cancellation,  the bond of  indemnity  given as a condition of
                  the issue of such new certificate may be surrendered; or

         b.       The Board of Directors of the  Corporation  may by  resolution
                  authorize and direct any transfer  agent or registrar of stock
                  of the Corporation to issue and register





By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 15

                  respectively  from  time to time  without  further  action  or
                  approval by or on behalf of the Corporation  new  certificates
                  of stock to  replace  certificates  reported  lost,  stolen or
                  destroyed  upon  receipt of an  affidavit  of loss and bond of
                  indemnity in form and amount and with surety  satisfactory  to
                  such transfer agent or registrar in each instance or upon such
                  terms and conditions as the Board of Directors may determine.

         SECTION  6.  Uncertificated  Shares.  The  Board  of  Directors  of the
Corporation may by resolution  provide that one or more of any or all classes or
series of the stock of the Corporation shall be uncertificated  shares,  subject
to the provisions of Section 158 of the Delaware General Corporation Law.

         SECTION 7. Transfer Agents and  Registrars;  Further  Regulations.  The
Board  of  Directors  may  appoint  one  or  more  banks,   trust  companies  or
corporations  doing a corporate trust business,  in good standing under the laws
of the United States or any state therein, to act as the Corporation's  transfer
agent and/or registrar for shares of one or more classes or series of its stock,
and the Board may make such other and further regulations, not inconsistent with
applicable  law, as it may deem  expedient  concerning  the issue,  transfer and
registration of the Corporation's stock and stock certificates.

                       ARTICLE VII EXECUTION OF DOCUMENTS


         SECTION 1.  Execution of Checks,  Notes,  etc. All checks and drafts on
the Corporation's  bank accounts and all bills of exchange and promissory notes,
and all acceptances, obligations and other instruments for the payment of money,
shall be signed by such  officer or  officers,  or agent or agents,  as shall be
thereunto  authorized from time to time by the Board of Directors,  which may in
its discretion authorize any such signatures to be facsimile.

         SECTION 2. Execution of Contracts,  Assignments,  etc. Unless the Board
of Directors shall have otherwise  provided generally or in a specific instance,
all contracts, agreements,  endorsements,  assignments, transfers, stock powers,
or other  instruments  shall be signed by the  Chairman or Vice  Chairman of the
Board,  if any, the  President,  any Executive Vice  President,  any Senior Vice
President,  any Vice  President,  the Secretary,  any Assistant  Secretary,  the
Treasurer or any Assistant  Treasurer.  The Board of Directors may, however,  in
its discretion,  require any or all such  instruments to be signed by any two or
more of such officers, or may permit any or all of such instruments to be signed
by such  other  officer or  officers,  agent or  agents,  as it shall  thereunto
authorize from time to time.

         SECTION 3.  Execution of Proxies.  The Chairman or Vice Chairman of the
Board,  if any, the  President,  any Executive Vice  President,  any Senior Vice
President or any Vice President, and the Secretary, the Treasurer, any Assistant
Secretary or any Assistant  Treasurer,  or any other  officer  designated by the
Board of Directors,  may sign on behalf of the Corporation  proxies to vote upon
shares of stock of other companies standing in the name of the Corporation.






By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 16

                        ARTICLE VIII INSPECTION OF BOOKS


         The Board of Directors shall  determine from time to time whether,  and
if allowed, to what extent and at what time and places and under what conditions
and regulations,  the accounts and books of the Corporation  (except such as may
by law be specifically  open to inspection) or any of them, shall be open to the
inspection  of the  stockholders,  and no  stockholder  shall  have any right to
inspect any account or book or document of the Corporation,  except as conferred
by the laws of the State of Delaware,  unless and until  authorized  so to do by
resolution of the Board of Directors or of the stockholders of the Corporation.

                             ARTICLE IX FISCAL YEAR


         The fiscal year of the  Corporation  shall be  determined  from time to
time by vote of the Board of Directors.

                                 ARTICLE X SEAL


         The seal of the Corporation  shall,  subject to alteration by the Board
of  Directors,  consist of a flat-faced  circular die with the word  "Delaware",
together with the name of the Corporation and the year of incorporation,  cut or
engraved thereon.

                              ARTICLE XI AMENDMENTS


         These  By-Laws may be  altered,  amended,  changed or repealed  and new
By-Laws  adopted by the  stockholders or by the Board of Directors in accordance
with the provisions set forth in the  Certificate  of  Incorporation,  in either
case at any meeting  called for that purpose at which a quorum shall be present.
Any  By-Law,  whether  made,  altered,  amended,  changed  or  repealed  by  the
stockholders  or the  Board of  Directors  may be  repealed,  amended,  changed,
further amended,  changed, repealed or reinstated, as the case may be, either by
the stockholders or by the Board of Directors as above provided.

                     ARTICLE XII RESTRICTIONS ON TRANSFER OF
               CERTAIN SHARES OF CAPITAL STOCK OF THE CORPORATION3


         SECTION 1. Restrictions on Transfer. Any Person who receives any shares
of Common Stock of the Corporation (the "Merger  Securities") issued pursuant to
the  Agreement  and Plan of Merger,  dated as of February 19, 1997, by and among
the Corporation, IM-1 Acquisition

- --------
3 Adopted June 12, 1997.





By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 17

Corp.  and  Safesite  Records  Management  Corporation,  as amended (the "Merger
Agreement"),  shall not Transfer (as defined herein),  and the Corporation shall
not be required  to  register  the  Transfer  of, the number of shares,  rounded
upward  to the  nearest  whole  share  (the  "Subject  Shares"),  of the  Merger
Securities equal to the product of (1) the quotient obtained by dividing (x) the
"Lock-up  Value" by (y) the product of (A) the Common  Stock  Amount and (B) the
lesser of the Closing Price and the  Determination  Price  multiplied by (2) the
Stock  Merger  Consideration  received  by such  Person in  connection  with the
Merger,  until the first  anniversary  date of the effective  date of the Merger
Agreement (the "Effective  Time"),  except as otherwise  allowed by the Board of
Directors of the Corporation in its sole  discretion.  The "Lock-up Value" shall
mean one half (1/2) of the sum of (x) the product of the Common Stock Amount and
the lesser of the Closing  Price and the  Determination  Price plus (y) the Cash
Amount.  The "Closing  Price" shall mean the closing price per share of Acquiror
Stock for the trading day  immediately  prior to the Effective Time. The closing
price for such  trading  day shall be the last  quoted  sale price or, if not so
quoted,  the average of the low bid and high asked prices on the Nasdaq National
Market  System.  Capitalized  terms used herein and not otherwise  defined shall
have  the  meanings  prescribed  therefor  in the  Merger  Agreement.  The  term
"Transfer"  means  any  indirect  or  direct  transfer,  offer  to  sell,  sale,
assignment, grant of an option to acquire, pledge, or other disposition.

         SECTION 2. Legend on Stock Certificates.  The Corporation shall note on
the  certificates  for the  Subject  Shares of  Merger  Securities  issued  upon
transfer that the shares  represented  by such  certificates  are subject to the
restrictions on transfer and  registration  of transfer  imposed in this Article
XII.

         SECTION 3. Termination of Restrictions on Transfers.  The provisions of
this Article XII shall  terminate in their entirety on the first  anniversary of
the Effective Time.


                ARTICLE XIII RESTRICTIONS ON TRANSFER OF CERTAIN
                   SHARES OF CAPITAL STOCK OF THE CORPORATION4


         SECTION 1. Restrictions on Transfer. Except as otherwise allowed by the
Board of Directors of the Corporation in its sole discretion,  until the earlier
of (i) the first  anniversary of the effective date (the "Effective Time") under
the Agreement  and Plan of Merger,  dated as of September 26, 1997, by and among
the Corporation,  Arcus Group, Inc. ("AGI"),  United Acquisition Company ("UAC")
and Arcus Technology  Services,  Inc. ("ATSI, and together with AGI and UAC, the
"Arcus Parties") (as amended, the "Merger Agreement"), or (ii) the date on which
a Transfer (as such term is  hereinafter  defined in this  Article  XIII) may be
effected  in a  manner  that  the  Corporation  reasonably  determines  does not
adversely  affect the tax-free  nature of the Merger (as such term is defined in
the Merger Agreement) under Section 368(a) of the Internal Revenue Code of 1986,
as amended, any Person who receives any shares of

- --------
4 Adopted January 6, 1998.





By-Laws of Iron Mountain Incorporated
A Delaware Corporation
Page 18

Common Stock of the  Corporation  issued  pursuant to the Merger  Agreement (the
"Merger  Securities")  shall  not  Transfer,  and the  Corporation  shall not be
required  to  register  the  Transfer  of,  such  Merger  Securities.  The  term
"Transfer"  means  any  indirect  or  direct  transfer,  offer  to  sell,  sale,
assignment,  grant of an  option  to  acquire,  pledge,  or  other  disposition;
provided,  however,  that a Transfer  by a  partnership  or a limited  liability
company to its partners or members, which Transfer is to all partners or members
in  proportion  to their  interests  in such  partnership  or limited  liability
company,  shall be permissible  except that the Merger Securities so Transferred
shall continue to be subject to the  restrictions  on transfer set forth in this
Article  XIII;  provided  further that the  provisions of this section shall not
apply to Merger  Securities to the extent such Merger  Securities were issued in
exchange  for  shares of common  stock of AGI of any Person  who  received  such
shares  pursuant to the exercise of an option as a result of the  application of
Section 5.10 of the Merger Agreement.

         SECTION 2. Legend on Stock Certificates.  The Corporation shall note on
the  certificates for the Merger  Securities  issued upon the Merger or upon any
Transfer thereof that the shares represented by such certificates are subject to
the  restrictions  on transfer  and  registration  of  transfer  imposed in this
Article XIII.

EX-4.1

                                                                     EXHIBIT 4.1



















                           IRON MOUNTAIN INCORPORATED

                                       TO

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

                                     Trustee




                                    Indenture

                          Dated as of __________, 199_



                             Senior Debt Securities




                                     







                                                TABLE OF CONTENTS1

                                                                                                               PAGE

                                                                                                              
         PARTIES..................................................................................................1

         RECITALS.................................................................................................1


                                                    ARTICLE ONE

                              DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         SECTION 101.  Definitions................................................................................2
                           "Act"    ..............................................................................2
                           "Additional Amounts"...................................................................3
                           "Affiliate"............................................................................3
                           "Authenticating Agent".................................................................3
                           "Authorized Newspaper".................................................................3
                           "Bankruptcy Law".......................................................................3
                           "Bearer Security"......................................................................3
                           "Board"  ..............................................................................3
                           "Board Resolution".....................................................................3
                           "Business Day".........................................................................3
                           "CEDEL"  ..............................................................................3
                           "Commission"...........................................................................3
                           "Common Depositary"....................................................................3
                           "Company"..............................................................................3
                           "Company Request" and "Company Order"..................................................3
                           "Conversion Event".....................................................................4
                           "Corporate Trust Office"...............................................................4
                           "corporation"..........................................................................4
                           "coupon" ..............................................................................4
                           "Custodian"............................................................................4
                           "Declaration"..........................................................................4
                           "Defaulted Interest"...................................................................4
                           "Dollar" or "$"........................................................................4
                           "DTC"    ..............................................................................4
                           "ECU"    ..............................................................................4
                           "Euroclear"............................................................................4
                           "European Communities".................................................................4
                           "European Monetary System".............................................................4
                           "Event of Default".....................................................................4
                           "Exchange Date"........................................................................4
                           "Foreign Currency".....................................................................4
                           "Funds from Operations"................................................................4
                           "GAAP"   ..............................................................................5
                           "Government Obligations"...............................................................5
                           "Holder" ..............................................................................5
- --------
1        This Table of Contents shall not, for any purpose, be deemed to be part of this Indenture.

                                                        





                           "Indenture"............................................................................5
                           "Indexed Security".....................................................................5
                           "interest".............................................................................5
                           "Interest Payment Date"................................................................5
                           "Maturity".............................................................................5
                           "Officers' Certificate"................................................................5
                           "Opinion of Counsel"...................................................................5
                           "Original Issue Discount Security".....................................................6
                           "Outstanding"..........................................................................6
                           "Paying Agent".........................................................................6
                           "Person" ..............................................................................7
                           "Place of Payment".....................................................................7
                           "Predecessor Security".................................................................7
                           "Redemption Date"......................................................................7
                           "Redemption Price".....................................................................7
                           "Registered Security"..................................................................7
                           "Regular Record Date"..................................................................7
                           "Repayment Date".......................................................................7
                           "Responsible Officer"..................................................................7
                           "Security".............................................................................7
                           "Security Register" and "Security Registrar"...........................................7
                           "Significant Subsidiary"...............................................................7
                           "Special Record Date"..................................................................8
                           "Stated Maturity"......................................................................8
                           "Subsidiary"...........................................................................8
                           "Trust Indenture Act" or "TIA".........................................................8
                           "Trustee"..............................................................................8
                           "United States"........................................................................8
                           "United States person".................................................................8
                           "Yield to Maturity"....................................................................8
         SECTION 102.  Compliance Certificates and Opinions.......................................................8
         SECTION 103.  Form of Documents Delivered to Trustee.....................................................9
         SECTION 104.  Acts of Holders............................................................................9
         SECTION 105.  Notices, etc., to Trustee and Company.....................................................10
         SECTION 106.  Notice to Holders; Waiver.................................................................10
         SECTION 107.  Effect of Headings and Table of Contents..................................................11
         SECTION 108.  Successors and Assigns....................................................................11
         SECTION 109.  Separability Clause.......................................................................11
         SECTION 110.  Benefits of Indenture.....................................................................11
         SECTION 111.  Governing Law.............................................................................11
         SECTION 112.  Legal Holidays............................................................................12

                                                    ARTICLE TWO

                                                 SECURITIES FORMS

         SECTION 201.  Forms of Securities.......................................................................12
         SECTION 202.  Form of Trustee's Certificate of Authentication...........................................12
         SECTION 203.  Securities Issuable in Global Form........................................................12


                                                       -ii-





                                                   ARTICLE THREE

                                                  THE SECURITIES

         SECTION 301.  Amount Unlimited; Issuable in Series......................................................13
         SECTION 302.  Denominations.............................................................................16
         SECTION 303.  Execution, Authentication, Delivery and Dating............................................16
         SECTION 304.  Temporary Securities......................................................................18
         SECTION 305.  Registration, Registration of Transfer and Exchange.......................................19
         SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities..........................................22
         SECTION 307.  Payment of Interest; Interest Rights Preserved............................................22
         SECTION 308.  Persons Deemed Owners.....................................................................24
         SECTION 309.  Cancellation..............................................................................24
         SECTION 310.  Computation of Interest...................................................................25

                                                   ARTICLE FOUR

                                            SATISFACTION AND DISCHARGE

         SECTION 401.  Satisfaction and Discharge of Indenture...................................................25
         SECTION 402.  Application of Trust Funds................................................................26

                                                   ARTICLE FIVE

                                                     REMEDIES

         SECTION 501.  Events of Default.........................................................................26
         SECTION 502.  Acceleration of Maturity; Rescission and Annulment........................................27
         SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee...........................28
         SECTION 504.  Trustee May File Proofs of Claim..........................................................29
         SECTION 505.  Trustee May Enforce Claims Without Possession of Securities or Coupons....................29
         SECTION 506.  Application of Money Collected............................................................30
         SECTION 507.  Limitation on Suits.......................................................................30
         SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium, if any, Interest and
                           Additional Amounts....................................................................30
         SECTION 509.  Restoration of Rights and Remedies........................................................30
         SECTION 510.  Rights and Remedies Cumulative............................................................31
         SECTION 511.  Delay or Omission Not Waiver..............................................................31
         SECTION 512.  Control by Holders of Securities..........................................................31
         SECTION 513.  Waiver of Past Defaults...................................................................31
         SECTION 514.  Waiver of Usury, Stay or Extension Laws...................................................31
         SECTION 515.  Undertaking for Costs.....................................................................32

                                                    ARTICLE SIX

                                                    THE TRUSTEE

         SECTION 601.  Notice of Defaults........................................................................32
         SECTION 602.  Certain Rights of Trustee.................................................................32
         SECTION 603.  Not Responsible for Recitals or Issuance of Securities....................................33
         SECTION 604.  May Hold Securities.......................................................................33
         SECTION 605.  Money Held in Trust.......................................................................33

                                                       -iii-





         SECTION 606.  Compensation and Reimbursement............................................................33
         SECTION 607.  Corporate Trustee Required; Eligibility; Conflicting Interests............................34
         SECTION 608.  Resignation and Removal; Appointment of Successor.........................................34
         SECTION 609.  Acceptance of Appointment by Successor....................................................35
         SECTION 610.  Merger, Conversion, Consolidation or Succession to Business...............................36
         SECTION 611.  Appointment of Authentication Agent.......................................................36

                                                   ARTICLE SEVEN

                                 HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 701.  Disclosure of Names and Addresses of Holders..............................................37
         SECTION 702.  Reports by Trustee........................................................................37
         SECTION 703.  Reports by Company........................................................................38
         SECTION 704.  Company to Furnish to Trustee Names and Addresses of Holders..............................38

                                                   ARTICLE EIGHT

                                       MERGER CONSOLIDATION, SALE OF ASSETS

         SECTION 801.  Consolidations and Mergers of Company and Sale of Assets..................................39
         SECTION 802.  Rights and Duties of Successor Corporation................................................39

                                                   ARTICLE NINE

                                              SUPPLEMENTAL INDENTURES

         SECTION 901.  Supplemental Indentures Without Consent of Holders........................................39
         SECTION 902.  Supplemental Indentures with Consent of Holders...........................................40
         SECTION 903.  Execution of Supplemental Indentures......................................................41
         SECTION 904.  Effect of Supplemental Indentures.........................................................41
         SECTION 905.  Conformity with Trust Indenture Act.......................................................41
         SECTION 906.  Reference in Securities to Supplemental Indentures........................................41

                                                    ARTICLE TEN

                                                     COVENANTS

         SECTION 1001.  Payment of Principal, Premium, if any, Interest and Additional Amounts...................42
         SECTION 1002.  Maintenance of Office or Agency..........................................................42
         SECTION 1003.  Money for Securities Payments to Be Held in Trust........................................43
         SECTION 1004.  Existence................................................................................44
         SECTION 1005.  Provision of Financial Information.......................................................44
         SECTION 1006.  Statement as to Compliance...............................................................44
         SECTION 1007.  Additional Amounts.......................................................................44
         SECTION 1008.  Waiver of Certain Covenants..............................................................45

                                                  ARTICLE ELEVEN

                                             REDEMPTION OF SECURITIES

         SECTION 1101.  Applicability of Article.................................................................45

                                                       -iv-





         SECTION 1102.  Election to Redeem; Notice to Trustee....................................................45
         SECTION 1103.  Selection by Trustee of Securities to Be Redeemed........................................46
         SECTION 1104.  Notice of Redemption.....................................................................46
         SECTION 1105.  Deposit of Redemption Price..............................................................47
         SECTION 1106.  Securities Payable on Redemption Date....................................................47
         SECTION 1107.  Securities Redeemed in Part..............................................................48

                                                  ARTICLE TWELVE

                                                   SINKING FUNDS

         SECTION 1201.  Applicability of Article.................................................................48
         SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities....................................48
         SECTION 1203.  Redemption of Securities for Sinking Fund................................................48

                                                 ARTICLE THIRTEEN

                                        REPAYMENT AT THE OPTION OF HOLDERS

         SECTION  1301.  Applicability of Article................................................................49
         SECTION 1302.  Repayment of Securities..................................................................49
         SECTION 1303.  Exercise of Option.......................................................................49
         SECTION 1304.  When Securities Presented for Repayment Become Due and Payable...........................50
         SECTION 1305.  Securities Repaid in Part................................................................50

                                                 ARTICLE FOURTEEN

                                        DEFEASANCE AND COVENANT DEFEASANCE

         SECTION 1401.  Applicability of Article; Company's Option to Effect Defeasance or Covenant
                           Defeasance............................................................................50
         SECTION 1402.  Defeasance and Discharge.................................................................51
         SECTION 1403.  Covenant Defeasance......................................................................51
         SECTION 1404.  Conditions to Defeasance or Covenant Defeasance..........................................51
         SECTION 1405.  Deposited Money and Government Obligations to Be Held in Trust; Other
                           Miscellaneous Provisions..............................................................53

                                                  ARTICLE FIFTEEN

                                         MEETINGS OF HOLDERS OF SECURITIES

         SECTION 1501.  Purposes for Which Meetings May Be Called................................................53
         SECTION 1502.  Call, Notice and Place of Meetings.......................................................53
         SECTION 1503.  Persons Entitled to Vote at Meetings.....................................................54
         SECTION 1504.  Quorum; Action...........................................................................54
         SECTION 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings.......................55
         SECTION 1506.  Counting Votes and Recording Action of Meetings..........................................55


         EXHIBIT A -- FORMS OF CERTIFICATION



                                                        -v-





                                            IRON MOUNTAIN INCORPORATED

         Reconciliation  and tie between Trust Indenture Act of 1939, as amended
(the "TIA"), and Indenture, dated as of __________, 199_.


               TIA Section                         Indenture Section
Sec. 310(a)(1)..........................                  607
        (a)(2)..........................                  607
        (b).............................               607, 608
Sec. 312(a).............................                  704
Sec. 312(c).............................                  701
Sec. 313(a).............................                  702
       (c)..............................                  702
Sec. 314(a).............................                 1005
       (a)(4)...........................                 1006
       (c)(1)...........................                  102
       (c)(2)...........................                  102
       (e)..............................                  102
Sec. 315(b).............................                  601
Sec. 316(a) (last sentence).............          101 ("Outstanding")
        (a)(1)(A).......................               502, 512
        (a)(1)(B).......................                  513
       (b)..............................                  508
Sec. 317(a)(1)..........................                  503
       (a)(2)...........................                  504
Sec. 318(a).............................                  111
       (c)..............................                  111

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

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

         Attention  should also be directed to Section  318(c) of the TIA, which
provides that the provisions of Sections 310 to and including 317 of the TIA are
a part of and  govern  every  qualified  indenture,  whether  or not  physically
contained therein.

                                                        






         INDENTURE,  dated  as  of  ___________,  199_,  between  IRON  MOUNTAIN
INCORPORATED, a Delaware Corporation (hereinafter called the "Company"),  having
its principal office at 745 Atlantic  Avenue,  Boston  Massachusetts  02111 and,
_____________________________,  a ___________, as Trustee hereunder (hereinafter
called  the   "Trustee"),   having  its  initial   Corporate   Trust  Office  at
_____________________________________.

                             RECITALS OF THE COMPANY

                           The Company  deems it necessary to issue from time to
time  for  lawful   purposes  its  debt  securities   (hereinafter   called  the
"Securities") evidencing its indebtedness, and has duly authorized the execution
and delivery of this  Indenture to provide for the issuance from time to time of
the Securities,  unlimited as to principal amount, to bear interest at the rates
or formulas,  to mature at such times and to have such other provisions as shall
be fixed as hereinafter provided.

                           This  Indenture is subject to the  provisions  of the
Trust Indenture Act of 1939, as amended, that are deemed to be incorporated into
this Indenture by such Act, and shall, to the extent applicable,  be governed by
such provisions.

                           All things  necessary to make this  Indenture a valid
agreement of the Company, in accordance with its terms, have been done.

                           NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                           For  and in  consideration  of the  premises  and the
purchase of the Securities by the Holders thereof, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Securities
or of a series thereof, as follows:

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                 SECTION 101.  Definitions.  For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:

                 (1)  the  terms  defined  in this  Article  have  the  meanings
assigned  to  them  in this  Article,  and  include  the  plural  as well as the
singular;

                 (2) all other terms used  herein  which are defined in the TIA,
either  directly or by reference  therein,  have the  meanings  assigned to them
therein, and the terms "cash transaction" and "self-liquidating  paper", as used
in TIA Section 311, shall have the meanings assigned to them in the rules of the
Commission adopted under the TIA;

                 (3) all accounting terms not otherwise  defined herein have the
meanings assigned to them in accordance with GAAP; and

                 (4) the words  "herein",  "hereof"  and  "hereunder"  and other
words of  similar  import  refer  to this  Indenture  as a whole  and not to any
particular Article, Section or other subdivision.

                 Certain terms, used principally in Article Three, Article Five,
Article Six and Article Ten, are defined in those Articles.

                 "Act",  when used with  respect to any Holder,  has the meaning
specified in Section 104.

                                                        





                 "Additional  Amounts"  means any  additional  amounts which are
required  by a  Security  or  by  or  pursuant  to  a  Board  Resolution,  under
circumstances specified therein, to be paid by the Company in respect of certain
taxes imposed on certain Holders 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"  when used with  respect to any  specified  Person  means the power to
direct the  management  and  policies of such  Person,  directly or  indirectly,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms  "controlling" and "controlled"  have meanings  correlative to the
foregoing.

                 "Authenticating Agent" means any authenticating agent appointed
by the Trustee pursuant to Section 611.

                 "Authorized  Newspaper"  means  a  newspaper,  printed  in  the
English  language  or in an official  language  of the  country of  publication,
customarily  published  on  each  Business  Day,  whether  or not  published  on
Saturdays,  Sundays or  holidays,  and of general  circulation  in each place in
connection  with which the term is used or in the  financial  community  of each
such  place.  Whenever  successive  publications  are  required  to be  made  in
Authorized Newspapers, the successive publications may be made in the same or in
different  Authorized   Newspapers  in  the  same  city  meeting  the  foregoing
requirements and in each case on any Business Day.

                 "Bankruptcy Law" has the meaning specified in Section 501.

                 "Bearer  Security" means any Security  established  pursuant to
Section 201 which is payable to bearer.

                 "Board"  means the board of  directors  of the  Company  or any
committee of that board duly authorized to act hereunder.

                 "Board  Resolution"  means a copy of a resolution  certified by
the Secretary or an Assistant Secretary of the Company to have been duly adopted
by  the  Board  and  to be in  full  force  and  effect  on  the  date  of  such
certification, and delivered to the Trustee.

                 "Business  Day", when used with respect to any Place of Payment
or any  other  particular  location  referred  to in  this  Indenture  or in the
Securities,  means,  unless  otherwise  specified with respect to any Securities
pursuant  to Section  301,  any day,  other than a Saturday  or Sunday,  that is
neither a legal holiday nor a day on which banking institutions in that Place of
Payment or particular  location are authorized or required by law, regulation or
executive order to close.

                 "CEDEL" means Cedel, S.A., or its successor.

                 "Commission" means the Securities and Exchange  Commission,  as
from time to time  constituted,  created  under the  Securities  Exchange Act of
1934, or, if at any time after  execution of this  instrument such Commission is
not  existing  and  performing  the  duties now  assigned  to it under the Trust
Indenture Act, then the body performing such duties on such date.

                 "Common Depositary" has the meaning specified in Section 304.

                 "Company"  means the Person named as the "Company" in the first
paragraph of this Indenture until a successor shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor.

                 "Company  Request" and "Company  Order" mean,  respectively,  a
written  request or order  signed in the name of the Company by the  Chairman of
the Board and Chief Executive Officer, the President or a Vice President, and 

                                       -2-





by its Chief Financial Officer, Treasurer, an Assistant Treasurer, the Secretary
or an Assistant Secretary, of the Company, and delivered to the Trustee.

                 "Conversion  Event" means the cessation of use of (i) a Foreign
Currency  both by the  government  of the country which issued such currency and
for the settlement of transactions by a central bank or other public institution
of or within the international  banking community,  (ii) the ECU both within the
European  Monetary  System  and for the  settlement  of  transactions  by public
institutions  of or within the European  Communities  or (iii) any currency unit
(or  composite  currency)  other than the ECU for the  purposes for which it was
established.

                 "Corporate  Trust  Office"  means the office of the  Trustee at
which, at any particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at _____________
________________________.

                 "corporation"  includes corporations,  associations,  companies
and business trusts.

                 "coupon"  means any interest  coupon  appertaining  to a Bearer
Security.

                 "Custodian" has the meaning specified in Section 501.

                 "Declaration" has the meaning specified in Section 113.

                 "Defaulted Interest" has the meaning specified in Section 307.

                 "Dollar" or "$" means a dollar or other equivalent unit in such
coin or currency  of the United  States of America as at the time shall be legal
tender for the payment of public and private debts.

                 "DTC" means The  Depository  Trust  Company,  or any  successor
thereto.

                 "ECU" means the European  Currency  Unit as defined and revised
from time to time by the Council of the European Communities.

                 "Euroclear"  means Morgan  Guaranty  Trust Company of New York,
Brussels Office, or its successor as operator of the Euroclear System.

                 "European  Communities" means the European Economic  Community,
the European Coal and Steel Community and the European Atomic Energy Community.

                 "European  Monetary System" means the European  Monetary System
established by the Resolution of December 5, 1978 of the Council of the European
Communities.

                 "Event of Default" has the meaning specified in Article Five.

                 "Exchange Date" has the meaning specified in Section 304.

                 "Foreign  Currency"  means  any  currency,   currency  unit  or
composite  currency,  including,  without  limitation,  the ECU,  issued  by the
government of one or more  countries  other than the United States of America or
by any recognized confederation or association of such governments.

                 "Funds from  Operations" for any period means the  consolidated
net income of the Company and its  Subsidiaries  for such period  without giving
effect to  depreciation  and  amortization,  gains or losses from  extraordinary
items,  gains or losses on sales of real estate,  gains or losses on investments
in marketable  securities  and any  

                                       -3-





provision/benefit  for income taxes for such period,  plus funds from operations
of  unconsolidated  joint  ventures,  all  determined  on a consistent  basis in
accordance with GAAP.

                 "GAAP" means generally accepted accounting principles in effect
from time to time as used in the United States applied on a consistent basis.

                 "Government  Obligations" means securities which are (i) direct
obligations of the United States of America or the  government  which issued the
Foreign Currency in which the Securities of a particular series are payable, 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 or such  government  which  issued the  Foreign
Currency  in which the  Securities  of such series are  payable,  the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America or such other  government,  which,  in either case, 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 Government  Obligation or a specific  payment of interest on
or principal of any such  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  Government  Obligation  or the specific  payment of
interest  on or  principal  of  the  Government  Obligation  evidenced  by  such
depository receipt.

                 "Holder"  means,  in the  case of a  Registered  Security,  the
Person in whose name a Security is registered  in the Security  Register and, in
the case of a Bearer Security, the bearer thereof and, when used with respect to
any coupon, shall mean the bearer thereof.

                 "Indenture" means this instrument as originally  executed or as
it may from time to time be  supplemented  or amended by one or more  indentures
supplemental  hereto entered into pursuant to the applicable  provisions hereof,
and shall include the terms of particular  series of Securities  established  as
contemplated by Section 301; provided,  however,  that, if at any time more than
one Person is acting as Trustee under this instrument,  "Indenture"  shall mean,
with  respect to any one or more series of  Securities  for which such Person is
Trustee,  this instrument as originally  executed or as it may from time to time
be supplemented or amended by one or more applicable provisions hereof and shall
include the terms of the or those particular series of Securities for which such
Person is  Trustee  established  as  contemplated  by  Section  301,  exclusive,
however,  of any  provisions  or terms which  relate  solely to other  series of
Securities  for which such Person is Trustee,  regardless  of when such terms or
provisions  were adopted,  and  exclusive of any  provisions or terms adopted by
means of one or more indentures supplemental hereto executed and delivered after
such Person had become such Trustee but to which such Person,  as such  Trustee,
was not a party.

                 "Indexed  Security" means a Security the terms of which provide
that the principal amount thereof payable at Stated Maturity may be more or less
than the principal face amount thereof at original issuance.

                 "interest",  when  used  with  respect  to  an  Original  Issue
Discount  Security which by its terms bears interest only after Maturity,  shall
mean interest payable after Maturity,  and, when used with respect to a Security
which provides for the payment of Additional  Amounts  pursuant to Section 1007,
includes such Additional Amounts.

                 "Interest   Payment  Date",  when  used  with  respect  to  any
Security,  means the Stated  Maturity  of an  installment  of  interest  on such
Security.

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


                                       -4-





                 "Officers'  Certificate"  means  a  certificate  signed  by the
Chairman of the Board and Chief Executive Officer, President or a Vice President
and by the Chief  Financial  Officer,  Treasurer,  an Assistant  Treasurer,  the
Secretary  or an  Assistant  Secretary  of the  Company,  and  delivered  to the
Trustee.

                 "Opinion of Counsel"  means a written  opinion of counsel,  who
may be counsel  for the  Company  (including  counsel  who is an employee of the
Company) and who shall be acceptable to the Trustee.

                 "Original  Issue  Discount  Security"  means any Security which
provides  for an amount  less than the  principal  amount  thereof to be due and
payable upon a declaration of acceleration of the Maturity  thereof  pursuant to
Section 502.

                 "Outstanding",  when used with respect to Securities, means, as
of the date of  determination,  all  Securities  theretofore  authenticated  and
delivered under this Indenture, except:

                 (i)  Securities   theretofore   cancelled  by  the  Trustee  or
delivered to the Trustee for cancellation;

                 (ii)  Securities,  or portions  thereof,  for whose  payment or
redemption  or  repayment  at the  option of the Holder  money in the  necessary
amount has been  theretofore  deposited  with the  Trustee  or any Paying  Agent
(other than the  Company) in trust or set aside and  segregated  in trust by the
Company  (if the Company  shall act as its own Paying  Agent) for the Holders of
such  Securities and any coupons  appertaining  thereto;  provided that, if such
Securities  are to be redeemed,  notice of such  redemption  has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made;

                 (iii)  Securities,  except to the extent  provided  in Sections
1402 and 1403, with respect to which the Company has effected  defeasance and/or
covenant defeasance as provided in Article Fourteen;

                 (iv) Securities which have been paid pursuant to Section 306 or
in exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture,  other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to it
that such  Securities  are held by a bona fide  purchaser  in whose  hands  such
Securities are valid obligations of the Company; and

                 (v) Securities  converted into Common Shares,  Preferred Shares
or other  securities  of the  Company  pursuant  to or in  accordance  with this
Indenture if the terms of such Securities provide for convertibility pursuant to
Section 301;

provided,  however,  that in  determining  whether the Holders of the  requisite
principal amount of the Outstanding  Securities have given any request,  demand,
authorization,  direction, notice, consent or waiver hereunder or are present at
a meeting of  Holders  for quorum  purposes,  and for the  purpose of making the
calculations  required  by TIA  Section  313,  (i) the  principal  amount  of an
Original   Issue   Discount   Security  that  may  be  counted  in  making  such
determination or calculation and that shall be deemed to be Outstanding for such
purpose  shall be equal to the  amount of  principal  thereof  that would be (or
shall  have  been  declared  to be)  due  and  payable,  at  the  time  of  such
determination,  upon a  declaration  of  acceleration  of the  maturity  thereof
pursuant to Section 502, (ii) the principal  amount of any Security  denominated
in a Foreign  Currency  that may be  counted  in making  such  determination  or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined pursuant to Section 301 as of the date such
Security is originally  issued by the Company,  of the principal  amount (or, in
the case of an Original Issue  Discount  Security,  the Dollar  equivalent as of
such date of original  issuance of the amount  determined  as provided in clause
(i) above) of such Security,  (iii) the principal amount of any Indexed Security
that may be counted in making such  determination  or calculation and that shall
be deemed  outstanding  for such purpose  shall be equal to the  principal  face
amount of such Indexed Security at original issuance,  unless otherwise provided
with respect to such Security pursuant to Section 301, and (iv) Securities owned
by the Company or any other obligor upon the  Securities or any Affiliate of the
Company  or of such  other  obligor  shall be  disregarded  and deemed not to be
Outstanding,  except that, in determining whether the Trustee shall be protected
in  making  such  calculation  or in  relying  upon  any such  request,  

                                       -5-





demand,
authorization,  direction,  notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded.  Securities so owned which
have been  pledged in good faith may be regarded as  Outstanding  if the pledgee
establishes  to the  satisfaction  of the Trustee the pledgee's  right so to act
with respect to such  Securities  and that the pledgee is not the Company or any
other  obligor upon the  Securities  or any  Affiliate of the Company or of such
other obligor.

                 "Paying  Agent" means any Person  authorized  by the Company to
pay the  principal of (and  premium,  if any) or interest on any  Securities  or
coupons on behalf of the Company.

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

                 "Place of Payment", when used with respect to the Securities of
or within any  series,  means the place or places  where the  principal  of (and
premium,  if any) and  interest on such  Securities  are payable as specified as
contemplated by Sections 301 and 1002.

                 "Predecessor  Security" of any particular  Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such  particular  Security;  and,  for the purposes of this  definition,  any
Security  authenticated  and  delivered  under Section 306 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated,  destroyed,  lost or  stolen  coupon  appertains  shall be  deemed to
evidence the same debt as the mutilated,  destroyed,  lost or stolen Security or
the  Security  to  which  the  mutilated,   destroyed,  lost  or  stolen  coupon
appertains.

                 "Redemption Date", when used with respect to any Security to be
redeemed,  in whole or in part,  means the date fixed for such  redemption by or
pursuant to this Indenture.

                 "Redemption  Price",  when used with respect to any Security to
be  redeemed,  means the price at which it is to be  redeemed  pursuant  to this
Indenture.

                 "Registered  Security"  shall  mean  any  Security  established
pursuant to Section 201 which is registered in the Security Register.

                 "Regular Record Date" for the interest  payable on any Interest
Payment Date on the Registered Securities of or within any series means the date
specified  for that purpose as  contemplated  by Section  301,  whether or not a
Business Day.

                 "Repayment Date" means,  when used with respect to any Security
to be repaid at the option of the Holder,  the date fixed for such  repayment by
or pursuant to this Indenture.

                 "Responsible  Officer",  when used with respect to the Trustee,
means the chairman or vice-chairman  of the board of directors,  the chairman or
vice-chairman  of  the  executive  committee  of the  board  of  directors,  the
president,  any vice president  (whether or not designated by a number or a word
or words added before or after the title "vice president"),  the secretary,  any
assistant secretary,  the treasurer,  any assistant treasurer,  the cashier, any
assistant cashier, any trust officer, the controller or any other officer of the
Trustee  customarily  performing  functions similar to those performed by any of
the above  designated  officers  and also  means with  respect  to a  particular
corporate  trust  matter,  any other  officer  to whom such  matter is  referred
because of such officer's knowledge and familiarity with the particular subject.

                 "Security"  has the meaning stated in the first recital of this
Indenture and, more particularly, means any Security or Securities authenticated
and delivered  under this  Indenture;  provided,  however,  that, if at any time
there  is  more  than  one  Person  acting  as  Trustee  under  this  Indenture,
"Securities"  with  respect to the  Indenture as to which such 

                                       -6-





Person is Trustee
shall have the meaning  stated in the first recital of this  Indenture and shall
more  particularly  mean  Securities  authenticated  and  delivered  under  this
Indenture,  exclusive,  however,  of  Securities  of any series as to which such
Person is not Trustee.

                 "Security   Register"   and  "Security   Registrar"   have  the
respective meanings specified in Section 305.

                 "Significant  Subsidiary"  means  any  Subsidiary  which  is  a
"significant  subsidiary" (as defined in Article I, Rule 1-02 of Regulation S-X,
promulgated under the Securities Act of 1933, as amended) of the Company.

                 "Special Record Date" for the payment of any Defaulted Interest
on the  Registered  Securities of or within any series means a date fixed by the
Trustee pursuant to Section 307.

                 "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 or a coupon representing such installment of interest
as the fixed date on which the principal of such Security or such installment of
principal or interest is due and payable.

                 "Subsidiary"  means a corporation a majority of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries of the Company.  For the purposes of this definition,
"voting  stock" means stock having  voting power for the election of  directors,
whether at all times or only so long as no senior class of stock has such voting
power by reason of any contingency.

                 "Trust Indenture Act" or "TIA" means the Trust Indenture Act of
1939,  as  amended  and as in force at the date as of which this  Indenture  was
executed, except as provided in Section 905.

                 "Trustee"  means the Person named as the "Trustee" in the first
paragraph of this  Indenture  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;
provided,  however,  that if at any  time  there is more  than one such  Person,
"Trustee" as used with respect to the  Securities  of any series shall mean only
the Trustee with respect to Securities of that series.

                 "United States" means,  unless otherwise specified with respect
to any  Securities  pursuant  to  Section  301,  the  United  States of  America
(including  the states and the  District  of  Columbia),  its  territories,  its
possessions and other areas subject to its jurisdiction.

                 "United States person" means,  unless otherwise  specified with
respect to any  Securities  pursuant  to Section  301,  an  individual  who is a
citizen or resident of the United States,  a  corporation,  partnership or other
entity created  organized in or under the laws of the United States or an estate
or trust the income of which is subject to United States federal income taxation
regardless of its source.

                 "Yield to Maturity"  means the yield to  maturity,  computed at
the time of  issuance  of a Security  (or,  if  applicable,  at the most  recent
redetermination  of interest on such Security) and as set forth in such Security
in accordance  with  generally  accepted  United  States bond yield  computation
principles.

                 SECTION 102.  Compliance  Certificates  and Opinions.  Upon any
application  or request by the Company to the  Trustee to take any action  under
any  provision of this  Indenture,  the Company  shall furnish to the Trustee an
Officers'  Certificate stating that all conditions  precedent,  if any, provided
for in this  Indenture  relating to the proposed  action have been complied with
and an Opinion of Counsel  stating  that in the opinion of such counsel all such
conditions  precedent,  if any, have been complied with, except that in the case
of any such  application or request as to which the furnishing of such documents
is  specifically  required by any provision of this  Indenture  relating to such
particular  application or request, no additional certificate or opinion need be
furnished.


                                       -7-





                 Every  certificate or opinion with respect to compliance with a
condition or covenant  provided for in this  Indenture  (including  certificates
delivered pursuant to Section 1006) shall include:

                           (1) a statement  that each  individual  signing  such
         certificate  or opinion has read such  condition  or  covenant  and the
         definitions herein relating thereto;

                           (2) 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;

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

                           (4) a statement as to whether, in the opinion of each
         such individual, such condition or covenant has been complied with.

                 SECTION  103.  Form of Documents  Delivered to Trustee.  In any
case where  several  matters are  required to be  certified  by or covered by an
opinion of any specified  Person,  it is not necessary  that all such matters be
certified  by, or covered by the opinion of, only one such Person,  or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion as to some  matters and one or more other such  Persons as to
other  matters,  and any such  Person may  certify or give an opinion as to such
matters in one or several documents.

                 Any  certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters,  upon an Opinion of Counsel, or a
certificate of or representations  by counsel,  unless such officer knows, or in
the exercise of reasonable  care should know,  that the opinion,  certificate or
representations  with  respect  to the  matters  upon which his  certificate  or
opinion is based are  erroneous.  Any such  Opinion of Counsel,  certificate  or
representations may be based,  insofar as it relates to factual matters,  upon a
certificate or opinion of, or representations  by, an officer or officers of the
Company  or any  Subsidiary  stating  that the  information  as to such  factual
matters is in the  possession  of the  Company or such  Subsidiary,  unless such
counsel  knows that the  certificate  or opinion or  representations  as to such
matters are erroneous.

                 Where any Person is  required  to make,  give or execute two or
more applications,  requests, consents,  certificates,  statements,  opinions or
other instruments under this Indenture,  they may, but need not, be consolidated
and form one instrument.

                 SECTION 104.  Acts of Holders.

                 (a) Any  request,  demand,  authorization,  direction,  notice,
consent,  waiver or other action provided by this Indenture to be given or taken
by Holders of the Outstanding Securities of all series or one or more series, as
the case may be, may be embodied in and evidenced by one or more  instruments of
substantially  similar  tenor signed by such Holders in person or by agents duly
appointed  in  writing.  If  Securities  of a  series  are  issuable  as  Bearer
Securities,  any request,  demand,  authorization,  direction,  notice, consent,
waiver  or  other  action  provided  by this  Indenture  to be given or taken by
Holders of  Securities  of such  series may,  alternatively,  be embodied in and
evidenced by the record of Holders of  Securities of such series voting in favor
thereof,  either in person or by  proxies  duly  appointed  in  writing,  at any
meeting  of  Holders  of  Securities  of such  series  duly  called  and held in
accordance  with the  provisions of Article  Fifteen,  or a combination  of such
instruments and any such record.  Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record
or both are delivered to the Trustee and, where it is hereby expressly required,
to the Company.  Such  instrument  or  instruments  and any such record (and the
action embodied therein and evidenced  thereby) are herein sometimes referred to
as the "Act" of the Holders  signing such instrument or instruments or so voting
at any such meeting.  Proof of execution of any such  instrument or of a writing
appointing any such agent, or of the holding by any Person of a Security,  shall
be sufficient  for any purpose of this  Indenture and conclusive in favor of the
Trustee and the Company and any agent of 

                                       -8-





the Trustee or the Company, if made in the manner provided in this Section.  The
record of any  meeting of Holders  of  Securities  shall be proved in the manner
provided in Section 1506.

                 (b) The fact and date of the  execution  by any  Person  of any
such  instrument  or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer  authorized by
law to take  acknowledgments  of deeds,  certifying that the individual  signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution  is by a  signer  acting  in a  capacity  other  than  his  individual
capacity,  such certificate or affidavit shall also constitute  sufficient proof
of his authority.  The fact and date of the execution of any such  instrument or
writing,  or the authority of the Person  executing the same, may also be proved
in any other reasonable manner which the Trustee deems sufficient.

                 (c) The ownership of Registered  Securities  shall be proved by
the Security Register.

                 (d) The  ownership  of Bearer  Securities  may be proved by the
production  of  such  Bearer  Securities  or  by  a  certificate   executed,  as
depositary,  by any trust company,  bank, banker or other  depositary,  wherever
situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein  mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein described; or such
facts may be proved by the  certificate  or affidavit of the Person holding such
Bearer Securities,  if such certificate or affidavit is deemed by the Trustee to
be  satisfactory.  The Trustee and the Company may assume that such ownership of
any Bearer Security continues until (1) another certificate or affidavit bearing
a later date issued in respect of the same Bearer  Security is produced,  or (2)
such Bearer  Security is  produced to the Trustee by some other  Person,  or (3)
such Bearer  Security is surrendered in exchange for a Registered  Security,  or
(4) such  Bearer  Security is no longer  Outstanding.  The  ownership  of Bearer
Securities  may also be proved  in any other  manner  which  the  Trustee  deems
sufficient.

                 (e) If the Company shall solicit from the Holders of Registered
Securities  any request,  demand,  authorization,  direction,  notice,  consent,
waiver or other Act, the Company  may, at its option,  in or pursuant to a Board
Resolution,  fix in  advance  a record  date for the  determination  of  Holders
entitled  to  give  such  request,  demand,  authorization,  direction,  notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
Notwithstanding  TIA Section  316(c),  such record date shall be the record date
specified  in or  pursuant to such Board  Resolution,  which shall be a date not
earlier  than  the date 30 days  prior  to the  first  solicitation  of  Holders
generally in connection  therewith and not later than the date such solicitation
is  completed.   If  such  a  record  date  is  fixed,  such  request,   demand,
authorization,  direction,  notice,  consent,  waiver  or other Act may be given
before or after such record date, but only the Holders of record at the close of
business on such  record date shall be deemed to be Holders for the  purposes of
determining   whether  Holders  of  the  requisite   proportion  of  Outstanding
Securities  have  authorized  or agreed or  consented to such  request,  demand,
authorization,  direction,  notice,  consent,  waiver or other Act, and for that
purpose the  Outstanding  Securities  shall be computed as of such record  date;
provided that no such authorization, agreement or consent by the Holders on such
record date shall be deemed effective unless it shall become effective  pursuant
to the  provisions  of this  Indenture  not later than eleven  months  after the
record date.

                 (f) Any  request,  demand,  authorization,  direction,  notice,
consent,  waiver or other Act of the  Holder of any  Security  shall  bind every
future Holder of the same Security and the Holder of every Security  issued upon
the registration of transfer thereof or in exchange  therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee,  any
Security Registrar, any Paying Agent, any Authenticating Agent or the Company in
reliance  thereon,  whether  or not  notation  of such  action is made upon such
Security.

                 SECTION  105.  Notices,  etc.,  to  Trustee  and  Company.  Any
request,  demand,  authorization,  direction,  notice, consent, waiver or Act of
Holders or other  document  provided or permitted  by this  Indenture to be made
upon, given or furnished to, or filed with,


                                       -9-





                           (1) the Trustee by any Holder or by the Company shall
         be sufficient for every purpose hereunder if made, given,  furnished or
         filed in writing to or with the Trustee at its Corporate  Trust Office,
         Attention: ______________________, or

                           (2) the Company by the Trustee or by any Holder shall
         be sufficient  for every purpose  hereunder  (unless  otherwise  herein
         expressly  provided)  if in writing  and mailed,  first  class  postage
         prepaid, to the Company addressed to it at the address of its principal
         office  specified in the first  paragraph  of this  Indenture or at any
         other  address  previously  furnished  in writing to the Trustee by the
         Company.

                 SECTION 106.  Notice to Holders;  Waiver.  Where this Indenture
provides  for  notice of any event to Holders of  Registered  Securities  by the
Company  or the  Trustee,  such  notice  shall  be  sufficiently  given  (unless
otherwise  herein  expressly  provided)  if in writing and  mailed,  first-class
postage  prepaid,  to each such Holder affected by such event, at his address as
it appears in the Security  Register,  not later than the latest  date,  and not
earlier than the earliest date, prescribed for the giving of such notice. In any
case where notice to Holders of Registered  Securities is given by mail, neither
the failure to mail such notice,  nor any defect in any notice so mailed, to any
particular  Holder shall affect the  sufficiency  of such notice with respect to
other  Holders of  Registered  Securities  or the  sufficiency  of any notice to
Holders of Bearer  Securities given as provided  herein.  Any notice mailed to a
Registered Holder in the manner herein  prescribed shall be conclusively  deemed
to have been  received  by such  Holder,  whether  or not such  Holder  actually
receives such notice.

                 If by reason of the suspension of or  irregularities in regular
mail service or by reason of any other cause it shall be  impracticable  to give
such notice by mail, then such notification to Holders of Registered  Securities
as shall be made with the approval of the Trustee shall  constitute a sufficient
notification to such Holders for every purpose hereunder.

                 Except as  otherwise  expressly  provided  herein or  otherwise
specified  with respect to any  Securities  pursuant to Section 301,  where this
Indenture provides for notice to Holders of Bearer Securities of any event, such
notice shall be  sufficiently  given if published in an Authorized  Newspaper in
The City of New York and in such  other  city or cities as may be  specified  in
such  Securities on a Business Day,  such  publication  to be not later than the
latest date, and not earlier than the earliest  date,  prescribed for the giving
of such  notice.  Any such notice shall be deemed to have been given on the date
of such  publication  or, if published  more than once, on the date of the first
such publication.

                 If by reason of the suspension of publication of any Authorized
Newspaper or  Authorized  Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer  Securities as provided
above,  then such notification to Holders of Bearer Securities as shall be given
with the  approval of the Trustee  shall  constitute  sufficient  notice to such
Holders  for every  purpose  hereunder.  Neither  the  failure to give notice by
publication to any particular Holder of Bearer Securities as provided above, nor
any defect in any notice so  published,  shall  affect the  sufficiency  of such
notice with respect to other Holders of Bearer  Securities or the sufficiency of
any notice to Holders of Registered Securities given as provided herein.

                 Any request, demand, authorization,  direction, notice, consent
or waiver  required or permitted  under this  Indenture  shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

                 Where this  Indenture  provides for notice in any manner,  such
notice may be waived in writing by the Person  entitled to receive  such notice,
either  before or after the event,  and such waiver shall be the  equivalent  of
such notice.  Waivers of notice by Holders shall be filed with the Trustee,  but
such filing  shall not be a condition  precedent  to the  validity of any action
taken in reliance upon such waiver.

                 SECTION  107.  Effect of Headings  and Table of  Contents.  The
Article  and  Section  headings  herein  and  the  Table  of  Contents  are  for
convenience only and shall not affect the construction hereof.

                                      -10-





                 SECTION  108.   Successors  and  Assigns.   All  covenants  and
agreements  in this  Indenture  by the  Company  shall bind its  successors  and
assigns, whether so expressed or not.

                 SECTION 109. Separability Clause. In case any provision in this
Indenture  or  in  any   Security  or  coupon  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 110.  Benefits of Indenture.  Nothing in this Indenture
or in the Securities or coupons,  express or implied,  shall give to any Person,
other than the parties hereto,  any Security  Registrar,  any Paying Agent,  any
Authenticating  Agent and their successors hereunder and the Holders any benefit
or any legal or equitable right, remedy or claim under this Indenture.

                 SECTION 111.  Governing  Law. This Indenture and the Securities
and coupons shall be governed by and construed in accordance with the law of The
Commonwealth  of  Massachusetts.  This Indenture is subject to the provisions of
the TIA that are required to be part of this Indenture and shall,  to the extent
applicable, be governed by such provisions.

                 SECTION  112.  Legal  Holidays.  In any case where any Interest
Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated
Maturity or Maturity of any Security shall not be a Business Day at any Place of
Payment,  then  (notwithstanding  any other  provision of this  Indenture or any
Security or coupon other than a provision in the  Securities of any series which
specifically states that such provision shall apply in lieu hereof),  payment of
interest or any Additional Amounts or principal (and premium, if any) or sinking
fund payment need not be made at such Place of Payment on such date,  but may be
made on the next succeeding  Business Day at such Place of Payment with the same
force and  effect as if made on the  Interest  Payment  Date,  Redemption  Date,
Repayment  Date or sinking  fund  payment  date,  or at the Stated  Maturity  or
Maturity;  provided  that no interest  shall accrue on the amount so payable for
the period from and after such Interest Payment Date, Redemption Date, Repayment
Date,  sinking fund payment date,  Stated Maturity or Maturity,  as the case may
be.


                                   ARTICLE TWO

                                SECURITIES FORMS

                 SECTION 201. Forms of Securities. The Registered Securities, if
any,  of each  series  and the Bearer  Securities,  if any,  of each  series and
related coupons shall be in  substantially  the forms as shall be established in
one or more indentures  supplemental  hereto or approved from time to time by or
pursuant to a Board  Resolution in accordance  with Section 301, shall have such
appropriate  insertions,  omissions,  substitutions  and other variations as are
required or permitted by this  Indenture or any indenture  supplemental  hereto,
and may  have  such  letters,  numbers  or  other  marks  of  identification  or
designation and such legends or  endorsements  placed thereon as the Company may
deem  appropriate  and as are  not  inconsistent  with  the  provisions  of this
Indenture,  or as may be  required  to  comply  with any law or with any rule or
regulation  made  pursuant  thereto  or  with  any  rule  or  regulation  of any
securities  exchange  on which the  Securities  may be listed,  or to conform to
usage.

                 Unless  otherwise  specified  as  contemplated  by Section 301,
Bearer Securities shall have interest coupons attached.

                 The  definitive   Securities  and  coupons  shall  be  printed,
lithographed  or engraved or produced by any  combination  of these methods on a
steel engraved border or steel engraved  borders or may be produced in any other
manner,  all  as  determined  by the  officers  of the  Company  executing  such
Securities  or coupons,  as evidenced by their  execution of such  Securities or
coupons.


                                      -11-





                 SECTION 202. Form of Trustee's  Certificate of  Authentication.
Subject to Section 611, the Trustee's  certificate of authentication shall be in
substantially the following form:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                           ________________________________
                                                 as Trustee


                           By______________________________
                                         Authorized Officer

                 SECTION 203.  Securities Issuable in Global Form. If Securities
of or within a series  are  issuable  in global  form,  as  specified  in and as
contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and
the  provisions of Section 302, any such Security  shall  represent  such of the
Outstanding  Securities  of such  series as shall be  specified  therein and may
provide that it shall represent the aggregate  amount of Outstanding  Securities
of such series from time to time endorsed  thereon and that the aggregate amount
of Outstanding  Securities of such series  represented  thereby may from time to
time be  increased  or  decreased to reflect  exchanges.  Any  endorsement  of a
Security in global form to reflect  the amount,  or any  increase or decrease in
the amount, of Outstanding  Securities  represented thereby shall be made by the
Trustee in such manner and upon instructions  given by such Person or Persons as
shall be  specified  therein  or in the  Company  Order to be  delivered  to the
Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303
and, if  applicable,  Section 304, the Trustee  shall  deliver and redeliver any
Security in permanent global form in the manner and upon  instructions  given by
the Person or Persons specified therein or in the applicable Company Order. If a
Company  Order  pursuant to Section 303 or 304 has been, or  simultaneously  is,
delivered,  any  instructions  by the Company  with  respect to  endorsement  or
delivery or redelivery of a Security in global form shall be in writing but need
not  comply  with  Section  102 and need not be  accompanied  by an  Opinion  of
Counsel.

                 The  provisions of the last sentence of Section 303 shall apply
to any Security  represented  by a Security in global form if such  Security was
never issued and sold by the Company and the Company delivers to the Trustee the
Security in global  form  together  with  written  instructions  (which need not
comply with  Section 102 and need not be  accompanied  by an Opinion of Counsel)
with regard to the reduction in the principal  amount of Securities  represented
thereby,  together with the written statement  contemplated by the last sentence
of Section 303.

                 Notwithstanding the provisions of Section 307, unless otherwise
specified  as  contemplated  by Section  301,  payment of  principal  of and any
premium and interest on any  Security in permanent  global form shall be made to
the Person or Persons specified therein.

                 Notwithstanding  the  provisions  of Section  308 and except as
provided in the preceding  paragraph,  the Company, the Trustee and any agent of
the Company and the Trustee shall treat as the Holder of such  principal  amount
of Outstanding  Securities represented by a permanent global Security (i) in the
case of a permanent  global  Security  in  registered  form,  the Holder of such
permanent  global Security in registered form or (ii) in the case of a permanent
global Security in bearer form, Euroclear or CEDEL.


                                  ARTICLE THREE

                                 THE SECURITIES

                 SECTION  301.  Amount  Unlimited;   Issuable  in  Series.   The
aggregate  principal  amount  of  Securities  which  may  be  authenticated  and
delivered under this Indenture is unlimited.


                                      -12-


                 The Securities may be issued in one or more series. There shall
be established in one or more Board Resolutions or pursuant to authority granted
by one or more Board  Resolutions  and,  subject to Section 303,  set forth,  or
determined in the manner provided, in an Officers'  Certificate,  or established
in one or  more  indentures  supplemental  hereto,  prior  to  the  issuance  of
Securities of any series,  any or all of the following,  as applicable  (each of
which (except for the matters set forth in clauses (1), (2) and (14) below),  if
so provided,  may be determined from time to time by the Company with respect to
unissued Securities of the series when issued from time to time):

                           (1) the title of the  Securities of the series (which
         shall  distinguish  the Securities of such series from all other series
         of Securities);

                           (2) any limit upon the aggregate  principal amount of
         the  Securities of the series that 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 304, 305, 306, 906,
         1107 or 1305);

                           (3) the date or dates,  or the  method by which  such
         date or  dates  will be  determined,  on  which  the  principal  of the
         Securities of the series shall be payable;

                           (4) the rate or rates at which the  Securities of the
         series shall bear interest, if any, or the method by which such rate or
         rates shall be  determined,  the date or dates from which such interest
         shall  accrue  or the  method  by which  such  date or  dates  shall be
         determined,  the Interest  Payment Dates on which such interest will be
         payable and the Regular  Record Date, if any, for the interest  payable
         on any Registered  Security on any Interest Payment Date, or the method
         by which  such  date  shall be  determined,  and the basis  upon  which
         interest  shall be  calculated  if other than that of a 360-day year of
         twelve 30-day months;

                           (5) the place or places where the  principal  of, any
         premium and interest on and any Additional  Amounts  payable in respect
         of,  Securities  of  the  series  shall  be  payable,   any  Registered
         Securities  of  the  series  may be  surrendered  for  registration  of
         transfer,  exchange or conversion and notices or demands to or upon the
         Company in respect of the  Securities of the series and this  Indenture
         may be served;

                           (6) the period or periods within which or the date or
         dates on which,  the price or  prices  at  which,  and other  terms and
         conditions  upon which  Securities  of the series may be  redeemed,  in
         whole or in part,  at the option of the  Company,  if the Company is to
         have the option;

                           (7) the obligation, if any, of the Company to redeem,
         repay or purchase Securities of the series pursuant to any sinking fund
         or analogous  provision or at the option of a Holder  thereof,  and the
         period or periods within which or the date or dates on which, the price
         or  prices  at  which,  and  other  terms  and  conditions  upon  which
         Securities  of the series shall be redeemed,  repaid or  purchased,  in
         whole or in part, pursuant to such obligation;

                           (8) if other  than  denominations  of $1,000  and any
         integral  multiple  thereof,  the denominations in which any Registered
         Securities  of the series  shall be issuable  and the  denomination  or
         denominations  in which any Bearer  Securities  of the series  shall be
         issuable;

                           (9) if other than  Dollars,  the Foreign  Currency or
         Currencies in which payment of the principal of (and premium,  if any),
         interest, if any, on, and Additional Amounts, if any, on the Securities
         of the series shall be payable,  in which the  Securities of the series
         shall be redeemed or purchased or in which the Securities of the series
         shall be denominated;

                           (10) if other than the principal amount thereof,  the
         portion of the principal  amount of Securities of the series that shall
         be payable upon  declaration of  acceleration  of the Maturity  thereof
         pursuant 

                                      -13-

         to Section 502 or, if applicable,  the portion of the principal  amount
         of Securities of the series that is convertible in accordance  with the
         provisions of this Indenture, or the method by which such portion shall
         be determined;

                           (11)  whether the amount of payments of  principal of
         (and  premium,  if any) or interest,  if any, on the  Securities of the
         series may be determined  with reference to an index,  formula or other
         method  (which  index,   formula  or  method  may  be  based,   without
         limitation,  on one  or  more  currencies,  currency  units,  composite
         currencies,  commodities,  equity  indices or other  indices),  and the
         manner in which such amounts shall be determined;

                           (12) whether the principal of (and  premium,  if any)
         or interest, if any on or Additional Amounts, if any, on the Securities
         of the series are to be  payable,  at the  election of the Company or a
         Holder thereof, in a currency or currencies,  currency unit or units or
         composite  currency  or  currencies  other  than  that  in  which  such
         Securities  are  denominated  or stated to be  payable,  the  period or
         periods  within which,  and the terms and conditions  upon which,  such
         election  may be made,  and the time and manner of, and identity of the
         exchange rate agent with  responsibility  for  determining the exchange
         rate  between the  currency or  currencies,  currency  unit or units or
         composite   currency  or  currencies  in  which  such   Securities  are
         denominated  or stated to be payable and the  currency  or  currencies,
         currency  unit or units or composite  currency or  currencies  in which
         such Securities are to be paid;

                           (13) provisions,  if any,  granting special rights to
         the Holders of  Securities  of the series upon the  occurrence  of such
         events as may be specified;

                           (14)  any  deletions   from,   modifications   of  or
         additions  to the Events of Default or  covenants  of the  Company  set
         forth in this  Indenture  with  respect  to  Securities  of the  series
         (whether or not such Events of Default or covenants are consistent with
         the Events of Default or covenants set forth herein);

                           (15)  whether  Securities  of  the  series  are to be
         issuable as Registered  Securities,  Bearer Securities (with or without
         coupons) or both,  any  restrictions  applicable to the offer,  sale or
         delivery  of  Bearer   Securities  and  the  terms  upon  which  Bearer
         Securities of the series may be exchanged for Registered  Securities of
         the  series  and  vice  versa  (if  permitted  by  applicable  laws and
         regulations),  whether any  Securities of the series are to be issuable
         initially in temporary  global form and whether any  Securities  of the
         series are to be  issuable  in  permanent  global  form with or without
         coupons and, if so, whether  beneficial owners of interests in any such
         permanent global Security may exchange such interests for Securities of
         such series and of like tenor of any authorized  form and  denomination
         and the  circumstances  under which any such  exchanges  may occur,  if
         other than in the manner  provided in Section 305,  and, if  Registered
         Securities of the series are to be issuable as a global  Security,  the
         identity of the depositary for such series;

                           (16) the date as of which any  Bearer  Securities  of
         the series and any temporary global Security  representing  Outstanding
         Securities  of the  series  shall be  dated  if other  than the date of
         original issuance of the first Security of the series to be issued;

                           (17)  the  Person  to  whom  any   interest   on  any
         Registered  Security of the series shall be payable,  if other than the
         Person  in  whose  name  that  Security  (or  one or  more  Predecessor
         Securities)  is  registered  at the close of  business  on the  Regular
         Record Date for such  interest,  the manner in which,  or the Person to
         whom,  any  interest  on any Bearer  Security  of the  series  shall be
         payable,  if  otherwise  than upon  presentation  and  surrender of the
         coupons  appertaining  thereto as they severally mature, and the extent
         to which, or the manner in which,  any interest  payable on a temporary
         global Security on an Interest  Payment Date will be paid if other than
         in the manner provided in Section 304;

                           (18) the  applicability,  if any,  of  Sections  1402
         and/or  1403 to the  Securities  of the  series and any  provisions  in
         modification  of, in addition to or in lieu of any of the provisions of
         Article Fourteen;

                                      -14-

                           (19)  if the  Securities  of  such  series  are to be
         issuable  in  definitive  form  (whether  upon  original  issue or upon
         exchange of a temporary  Security of such  series) only upon receipt of
         certain  certificates  or  other  documents  or  satisfaction  of other
         conditions, then the form and/or terms of such certificates,  documents
         or conditions;

                           (20) if the Securities of the series are to be issued
         upon the  exercise  of  warrants,  the time,  manner and place for such
         Securities to be authenticated and delivered;

                           (21) whether and under what circumstances the Company
         will pay  Additional  Amounts as  contemplated  by Section  1007 on the
         Securities  of the  series  to any  Holder  who is not a United  States
         person  (including any  modification to the definition of such term) in
         respect of any tax,  assessment  or  governmental  charge  and,  if so,
         whether  the  Company  will have the option to redeem  such  Securities
         rather  than pay such  Additional  Amounts  (and the  terms of any such
         option);

                           (22) the obligation, if any, of the Company to permit
         the  conversion of the  Securities of such series into Common Shares or
         Preferred  Shares of the Company or other  securities,  as the case may
         be, and the terms and conditions  upon which such  conversion  shall be
         effected (including,  without limitation,  the initial conversion price
         or rate,  the  conversion  period,  any  adjustment  of the  applicable
         conversion  price and any  requirements  relative to the reservation of
         such shares for purposes of conversion);

                           (23) the terms and  conditions,  if any,  upon  which
         payment of the Securities of such series shall be  subordinated  to the
         Securities  of  another  series or other  indebtedness  of the  Company
         (including, without limitation, indebtedness which ranks senior to such
         Securities;  restrictions  on  payments  to Holders of such  Securities
         while a default with respect to such senior indebtedness is continuing;
         restrictions,  if any, on  payments  to the Holders of such  Securities
         following an Event of Default; and any requirements for Holders of such
         Securities  to remit  certain  payments  to the  holders of such senior
         indebtedness);

                           (24)  if  the  Securities  of  the  series  are to be
         guaranteed, the term and conditions of such guarantee;

                           (25)  if  the  Securities  of  the  series  are to be
         secured,  the terms and  conditions  pertaining  to the  security and a
         description of the collateral pledged as security ;

                           (26) if other than the Trustee,  the identity of each
         Security Registrar and/or Paying Agent for the series; and

                           (27) any other terms of the series (which terms shall
         not be inconsistent with the provisions of this Indenture).

                 All  Securities of any one series and the coupons  appertaining
to any Bearer Securities of such series shall be substantially identical except,
in the case of  Registered  Securities,  as to  denominations  and except as may
otherwise be provided in or pursuant to the Board  Resolution  establishing  the
series (subject to Section 303) and set forth in an Officers'  Certificate or in
any indenture  supplemental hereto. All Securities of any one series need not be
issued  at the same  time  and,  unless  otherwise  provided,  a  series  may be
reopened,  without the  consent of the  Holders,  for  issuances  of  additional
Securities of such series.

                 If  any of  the  terms  of the  Securities  of any  series  are
established by action taken pursuant to one or more Board Resolutions, a copy of
an appropriate  record of such action(s)  shall be certified by the Secretary or
an Assistant  Secretary of the Company and  delivered to the Trustee at or prior
to the  delivery of the  Officers'  Certificate  setting  forth the terms of the
Securities of such series.

                                      -15-

                 SECTION 302. Denominations. The Securities of each series shall
be issuable in such  denominations  as shall be  specified  as  contemplated  by
Section 301. With respect to Securities of any series denominated in Dollars, in
the absence of any such  provisions,  the Registered  Securities of such series,
other than  Registered  Securities  issued in global  form  (which may be of any
denomination),  shall be issuable in  denominations  of $1,000 and any  integral
multiple thereof.

                 SECTION 303.  Execution,  Authentication,  Delivery and Dating.
The Securities and any coupons  appertaining thereto shall be executed on behalf
of the  Company  by its  Chairman  of the  Board and  Chief  Executive  Officer,
President or one of its Vice Presidents,  under its seal reproduced thereon, and
attested by its Secretary or one of its Assistant Secretaries.  The signature of
any of these  officers on the  Securities and coupons may be manual or facsimile
signatures  of the  present or any future  such  authorized  officer  and may be
imprinted or otherwise reproduced on the Securities.

                 Securities   or  coupons   bearing  the  manual  or   facsimile
signatures  of  individuals  who  were at any time the  proper  officers  of the
Company shall bind the Company,  notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the  authentication  and delivery
of such  Securities or did not hold such offices at the date of such  Securities
or coupons.

                 At any time and  from  time to time  after  the  execution  and
delivery of this  Indenture,  the Company may deliver  Securities of any series,
together with any coupon  appertaining  thereto,  executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities,  and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities;  provided,  however, that,
in connection with its original issuance,  no Bearer Security shall be mailed or
otherwise  delivered to any location in the United States;  and provided further
that,  unless  otherwise  specified  with  respect to any  series of  Securities
pursuant to Section 301, a Bearer  Security may be delivered in connection  with
its  original  issuance  only if the  Person  entitled  to receive  such  Bearer
Security shall have furnished a certificate in the form set forth in Exhibit A-1
to this Indenture or such other  certificate as may be specified with respect to
any series of Securities  pursuant to Section 301, dated no earlier than 15 days
prior to the earlier of the date on which such Bearer  Security is delivered and
the date on which any temporary  Security  first becomes  exchangeable  for such
Bearer Security in accordance with the terms of such temporary Security and this
Indenture.  If any Security shall be  represented  by a permanent  global Bearer
Security,  then, for purposes of this Section and Section 304, the notation of a
beneficial  owner's interest therein upon original  issuance of such Security or
upon exchange of a portion of a temporary  global Security shall be deemed to be
delivery in connection  with its original  issuance of such  beneficial  owner's
interest in such permanent global Security.  Except as permitted by Section 306,
the Trustee shall not  authenticate  and deliver any Bearer  Security unless all
appurtenant  coupons for interest then matured have been detached and cancelled.
If all the  Securities of any series are not to be issued at one time and if the
Board  Resolution or supplemental  indenture  establishing  such series shall so
permit,  such Company Order may set forth  procedures  acceptable to the Trustee
for the issuance of such  Securities  and  determining  the terms of  particular
Securities of such series, such as interest rate or formula, maturity date, date
of issuance and date from which interest shall accrue.  In  authenticating  such
Securities,  and accepting the additional  responsibilities under this Indenture
in relation to such  Securities,  the Trustee shall be entitled to receive,  and
(subject to TIA Sections  315(a)  through  315(d))  shall be fully  protected in
relying upon,

                           (i)      an Opinion of Counsel stating that

                                    (a) the form or forms of such Securities and
                 any  coupons  have  been  established  in  conformity  with the
                 provisions of this Indenture;

                                    (b) the  terms  of such  Securities  and any
                 coupons have been established in conformity with the provisions
                 of this Indenture; and

                                    (c)  such  Securities,   together  with  any
                 coupons  appertaining  thereto,  when  completed by appropriate
                 insertions  and  executed  and  delivered by the Company to the
                 Trustee for  

                                      -16-

                 authentication in accordance with this Indenture, authenticated
                 and delivered by the Trustee in accordance  with this Indenture
                 and issued by the  Company  in the  manner  and  subject to any
                 conditions   specified  in  such   Opinion  of  Counsel,   will
                 constitute legal, valid and binding obligations of the Company,
                 enforceable  in  accordance   with  their  terms,   subject  to
                 applicable  bankruptcy,  insolvency,  reorganization  and other
                 similar laws of general applicability  relating to or affecting
                 the enforcement of creditors'  rights  generally and to general
                 equitable principles; and

                           (ii)  an  Officers'   Certificate  stating  that  all
         conditions  precedent  provided for in this  Indenture  relating to the
         issuance of the  Securities  have been  complied  with and that, to the
         best of the knowledge of the signers of such  certificate,  no Event of
         Default with respect to any of the  Securities  shall have occurred and
         be continuing.

If such  form or terms  have  been so  established,  the  Trustee  shall  not be
required  to  authenticate  such  Securities  if the  issue  of such  Securities
pursuant  to this  Indenture  will  affect the  Trustee's  own  rights,  duties,
obligations  or immunities  under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee.

                 Notwithstanding  the  provisions  of  Section  301  and  of the
preceding paragraph, if all the Securities of any series are not to be issued at
one  time,  it shall  not be  necessary  to  deliver  an  Officers'  Certificate
otherwise  required pursuant to Section 301 or a Company Order, or an Opinion of
Counsel or an Officers' Certificate otherwise required pursuant to the preceding
paragraph  at the time of issuance of each  Security  of such  series,  but such
order,  opinion and certificates,  with appropriate  modifications to cover such
future  issuances,  shall be  delivered at or before the time of issuance of the
first Security of such series.

                 Each  Registered  Security  shall  be  dated  the  date  of its
authentication  and each Bearer Security shall be dated as of the date specified
as contemplated by Section 301.

                 No  Security or coupon  shall be entitled to any benefit  under
this Indenture or be valid or obligatory for any purpose unless there appears on
such  Security  or Security to which such coupon  appertains  a  certificate  of
authentication  substantially  in the form  provided for herein duly executed by
the Trustee by manual signature of an authorized  officer,  and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered  hereunder and is entitled to
the benefits of this Indenture.  Notwithstanding the foregoing,  if any Security
shall have been authenticated and delivered  hereunder but never issued and sold
by the Company,  and the Company  shall deliver such Security to the Trustee for
cancellation as provided in Section 309 together with a written statement (which
need not comply with  Section 102 and need not be  accompanied  by an Opinion of
Counsel)  stating  that such  Security  has never  been  issued  and sold by the
Company,  for all purposes of this Indenture such Security shall be deemed never
to have been  authenticated and delivered  hereunder and shall never be entitled
to the benefits of this Indenture.

                 SECTION 304.  Temporary Securities.

                 (a) Pending the  preparation  of  definitive  Securities of any
series,  the Company  may  execute,  and upon  Company  Order the Trustee  shall
authenticate and deliver, temporary Securities which are printed,  lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially  of the tenor of the  definitive  Securities in lieu of which they
are issued,  in registered  form, or, if authorized,  in bearer form with one or
more  coupons  or  without  coupons,  and  with  such  appropriate   insertions,
omissions,  substitutions  and other  variations as the officers  executing such
Securities may determine,  as conclusively  evidenced by their execution of such
Securities.  In the case of Securities of any series, such temporary  Securities
may be in global form.

                 Except  in the case of  temporary  Securities  in  global  form
(which  shall be  exchanged in  accordance  with Section  304(b) or as otherwise
provided in or pursuant to a Board Resolution),  if temporary  Securities of any
series are issued,  the Company will cause definitive  Securities of that series
to be prepared without  unreasonable  delay. After the preparation of definitive
Securities  of such series,  the  temporary  Securities  of such series shall be
exchangeable  for  

                                      -17-

definitive  Securities of such series upon surrender of the temporary Securities
of such  series at the office or agency of the Company in a Place of Payment for
that series,  without charge to the Holder.  Upon surrender for  cancellation of
any  one  or  more  temporary  Securities  of  any  series  (accompanied  by any
non-matured  coupons  appertaining  thereto),  the Company shall execute and the
Trustee shall  authenticate  and deliver in exchange  therefor a like  principal
amount of definitive Securities of the same series of authorized  denominations;
provided,  however,  that no definitive  Bearer  Security  shall be delivered in
exchange  for a temporary  Registered  Security;  and  provided  further  that a
definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security only in compliance  with the conditions set forth in Section 303. Until
so exchanged,  the  temporary  Securities of any series shall in all respects be
entitled to the same benefits under this  Indenture as definitive  Securities of
such series.

                 (b)  Unless  otherwise  provided  in  or  pursuant  to a  Board
Resolution,   this  Section  304(b)  shall  govern  the  exchange  of  temporary
Securities  issued in global form other than through the  facilities  of DTC. If
any such temporary Security is issued in global form, then such temporary global
Security shall,  unless otherwise  provided therein,  be delivered to the London
office of a depositary or common depositary (the "Common  Depositary"),  for the
benefit of Euroclear  and CEDEL,  for credit to the  respective  accounts of the
beneficial  owners of such  Securities  (or to such other  accounts  as they may
direct).

                 Without  unnecessary  delay but in any event not later than the
date  specified in, or determined  pursuant to the terms of, any such  temporary
global Security (the "Exchange Date"),  the Company shall deliver to the Trustee
definitive  Securities,  in aggregate  principal  amount equal to the  principal
amount of such temporary global Security,  executed by the Company.  On or after
the Exchange Date,  such temporary  global  Security shall be surrendered by the
Common Depositary to the Trustee, as the Company's agent for such purpose, to be
exchanged,  in whole or from  time to time in part,  for  definitive  Securities
without charge, and the Trustee shall authenticate and deliver,  in exchange for
each portion of such temporary  global  Security,  an equal aggregate  principal
amount of definitive  Securities of the same series of authorized  denominations
and of like  tenor  as the  portion  of such  temporary  global  Security  to be
exchanged.  The  definitive  Securities to be delivered in exchange for any such
temporary global Security shall be in bearer form,  registered  form,  permanent
global  bearer form or permanent  global  registered  form,  or any  combination
thereof,  as specified as  contemplated  by Section 301, and, if any combination
thereof is so specified, as requested by the beneficial owner thereof; provided,
however,  that,  unless  otherwise  specified in such temporary global Security,
upon such presentation by the Common Depositary,  such temporary global Security
is accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary global Security held for
its account then to be exchanged and a certificate  dated the Exchange Date or a
subsequent  date and signed by CEDEL as to the portion of such temporary  global
Security held for its account then to be  exchanged,  each in the form set forth
in Exhibit  A-2 to this  Indenture  or in such other form as may be  established
pursuant to Section 301; and provided further that definitive  Bearer Securities
shall be delivered in exchange for a portion of a temporary global Security only
in compliance with the requirements of Section 303.

                 Unless  otherwise  specified in such temporary global Security,
the  interest of a  beneficial  owner of  Securities  of a series in a temporary
global Security shall be exchanged for definitive  Securities of the same series
and of like tenor following the Exchange Date when the account holder  instructs
Euroclear or CEDEL,  as the case may be, to request such  exchange on his behalf
and  delivers to Euroclear or CEDEL,  as the case may be, a  certificate  in the
form set forth in Exhibit A-1 to this  Indenture  (or in such other forms as may
be established  pursuant to Section 301), dated no earlier than 15 days prior to
the Exchange  Date,  copies of which  certificate  shall be  available  from the
offices of Euroclear and CEDEL, the Trustee,  any Authenticating Agent appointed
for such series of Securities and each Paying Agent.  Unless otherwise specified
in such  temporary  global  Security,  any such  exchange  shall be made free of
charge to the beneficial owners of such temporary global Security, except that a
Person receiving definitive Securities must bear the cost of insurance, postage,
transportation and the like unless such Person takes delivery of such definitive
Securities in person at the offices of Euroclear or CEDEL. Definitive Securities
in bearer form to be delivered in exchange for any portion of a temporary global
Security shall be delivered only outside the United States.

                 Until exchanged in full as hereinabove provided,  the temporary
Securities  of any series shall in all respects be entitled to the same benefits
under this  Indenture as  definitive  Securities  of the same series and of like
tenor  

                                      -18-

authenticated and delivered  hereunder,  except that, unless otherwise specified
as contemplated by Section 301,  interest payable on a temporary global Security
on an Interest Payment Date for Securities of such series occurring prior to the
applicable  Exchange  Date  shall be  payable  to  Euroclear  and  CEDEL on such
Interest  Payment Date upon  delivery by Euroclear and CEDEL to the Trustee of a
certificate  or  certificates  in the form  set  forth  in  Exhibit  A-2 to this
Indenture  (or in such other  forms as may be  established  pursuant  to Section
301), for credit without further interest on or after such Interest Payment Date
to the  respective  accounts  of persons who are the  beneficial  owners of such
temporary  global  Security  on such  Interest  Payment  Date and who have  each
delivered  to  Euroclear or CEDEL,  as the case may be, a  certificate  dated no
earlier than 15 days prior to the Interest  Payment Date occurring prior to such
Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such
other  forms as may be  established  pursuant to Section  301).  Notwithstanding
anything to the contrary herein contained,  the certifications  made pursuant to
this paragraph shall satisfy the certification requirements of the preceding two
paragraphs of this Section 304 (b) and of the third  paragraph of Section 303 of
this Indenture and the interests of the Persons who are the beneficial owners of
a temporary  global Security with respect to which such  certification  was made
will be exchanged for definitive Securities of the same series and of like tenor
on the Exchange Date or the date of  certification if such date occurs after the
Exchange Date, without further act or deed by such beneficial owners.  Except as
otherwise provided in this paragraph, no payments of principal or interest owing
with respect to a beneficial  interest in a temporary  global  Security  will be
made unless and until such interest in such temporary global Security shall have
been  exchanged  for an  interest  in a  definitive  Security.  Any  interest so
received  by  Euroclear  and  CEDEL  and not paid as  herein  provided  shall be
returned to the Trustee prior to the expiration of two years after such Interest
Payment Date in order to be repaid to the Company.

                 SECTION  305.   Registration,   Registration  of  Transfer  and
Exchange.  The Company shall cause to be kept at the  Corporate  Trust Office of
the  Trustee or in any  office or agency of the  Company in a Place of Payment a
register for each series of Securities (the registers  maintained in such office
or in any such  office or  agency of the  Company  in a Place of  Payment  being
herein sometimes referred to collectively as the "Security  Register") in which,
subject to such  reasonable  regulations as it may prescribe,  the Company shall
provide for the  registration  of  Registered  Securities  and of  transfers  of
Registered  Securities.  The Security  Register  shall be in written form or any
other form  capable of being  converted  into  written  form within a reasonable
time. The Trustee,  at its Corporate Trust Office, is hereby initially appointed
"Security  Registrar" for the purpose of registering  Registered  Securities and
transfers of Registered Securities on such Security Register as herein provided.
In the event that the Trustee  shall cease to be  Security  Registrar,  it shall
have the right to examine the Security Register at all reasonable times.

                 Subject to the  provisions of this Section 305, upon  surrender
for  registration  of transfer of any  Registered  Security of any series at any
office or agency of the  Company  in a Place of  Payment  for that  series,  the
Company shall execute,  and the Trustee shall  authenticate and deliver,  in the
name of the  designated  transferee or  transferees,  one or more new Registered
Securities of the same series,  of any  authorized  denominations  and of a like
aggregate principal amount, bearing a number not contemporaneously  outstanding,
and containing identical terms and provisions.

                 Subject to the provisions of this Section 305, at the option of
the  Holder,  Registered  Securities  of any series may be  exchanged  for other
Registered  Securities of the same series,  of any  authorized  denomination  or
denominations  and of a like aggregate  principal amount,  containing  identical
terms  and  provisions,  upon  surrender  of  the  Registered  Securities  to be
exchanged at any such office or agency.  Whenever any such Registered Securities
are so  surrendered  for exchange,  the Company shall  execute,  and the Trustee
shall  authenticate  and deliver,  the  Registered  Securities  which the Holder
making the  exchange is entitled to receive.  Unless  otherwise  specified  with
respect to any series of  Securities  as  contemplated  by Section  301,  Bearer
Securities may not be issued in exchange for Registered Securities.

                 If (but only if) permitted by the applicable  Board  Resolution
and (subject to Section 303) set forth in the applicable Officers'  Certificate,
or in any indenture  supplemental  hereto,  delivered as contemplated by Section
301,  at the  option of the  Holder,  Bearer  Securities  of any  series  may be
exchanged  for  Registered  Securities  of the  same  series  of any  authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Bearer Securities to be exchanged at any such office or agency,  with all
unmatured  coupons and all matured coupons in default 

                                      -19-

thereto  appertaining.  If the Holder of a Bearer  Security is unable to produce
any such  unmatured  coupon or coupons or matured  coupon or coupons in default,
any such  permitted  exchange  may be  effected  if the  Bearer  Securities  are
accompanied by payment in funds  acceptable to the Company in an amount equal to
the face amount of such  missing  coupon or coupons,  or the  surrender  of such
missing  coupon or coupons may be waived by the Company and the Trustee if there
is furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Security
shall  surrender to any Paying Agent any such missing coupon in respect of which
such a payment  shall have been made,  such Holder  shall be entitled to receive
the  amount of such  payment;  provided,  however,  that,  except  as  otherwise
provided in Section 1002, interest  represented by coupons shall be payable only
upon  presentation and surrender of those coupons at an office or agency located
outside  the United  States.  Notwithstanding  the  foregoing,  in case a Bearer
Security  of any  series  is  surrendered  at any such  office  or  agency  in a
permitted  exchange for a Registered  Security of the same series and like tenor
after the close of business  at such office or agency on (i) any Regular  Record
Date and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the  related  proposed  date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date or proposed date for payment, as the case
may be, and  interest  or  Defaulted  Interest,  as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment,  as the case
may be, in respect of the Registered Security issued in exchange for such Bearer
Security,  but will be  payable  only to the Holder of such  coupon  when due in
accordance with the provisions of this Indenture. Whenever any Bearer Securities
are so  surrendered  for exchange,  the Company shall  execute,  and the Trustee
shall  authenticate  and deliver,  the  Securities  which the Holder  making the
exchange is entitled to receive.

                 Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this paragraph.  If the depositary for any permanent  global
Security is DTC, then, unless the terms of such global Security expressly permit
such  global  Security  to be  exchanged  in  whole  or in part  for  definitive
Securities, a global Security may be transferred, in whole but not in part, only
to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for
such global Security selected or approved by the Company or to a nominee of such
successor  to DTC. If at any time DTC  notifies the Company that it is unwilling
or unable to  continue  as  depositary  for the  applicable  global  Security or
Securities or if at any time DTC ceases to be a clearing agency registered under
the  Securities  Exchange Act of 1934, as amended,  if so required by applicable
law or regulation, the Company shall appoint a successor depositary with respect
to such global  Security or Securities.  If (x) a successor  depositary for such
global  Security or Securities  is not  appointed by the Company  within 90 days
after the Company  receives such notice or becomes aware of such  unwillingness,
inability  or  ineligibility,  (y) an  Event  of  Default  has  occurred  and is
continuing and the beneficial owners representing a majority in principal amount
of the applicable  series of Securities  represented by such global  Security or
Securities  advise DTC to cease acting as depositary for such global Security or
Securities or (z) the Company,  in its sole  discretion,  determines at any time
that all Outstanding  Securities (but not less than all) of any series issued or
issuable  in the  form of one or more  global  Securities  shall  no  longer  be
represented  by such global  Security  or  Securities,  then the  Company  shall
execute, and the Trustee shall authenticate and deliver,  definitive  Securities
of like  series,  rank,  tenor  and  terms in  definitive  form in an  aggregate
principal  amount  equal to the  principal  amount of such  global  Security  or
Securities.  If any  beneficial  owner  of an  interest  in a  permanent  global
Security is otherwise  entitled to exchange such interest for Securities of such
series and of like tenor and  principal  amount of another  authorized  form and
denomination,  as specified as contemplated by Section 301 and provided that any
applicable  notice  provided in the permanent  global  Security  shall have been
given,  then  without  unnecessary  delay  but in any  event no  later  than the
earliest  date on which such  interest may be so  exchanged,  the Company  shall
execute, and the Trustee shall authenticate and deliver,  definitive  Securities
in aggregate  principal  amount equal to the principal amount of such beneficial
owner's  interest in such permanent  global  Security.  On or after the earliest
date on which such interests may be so exchanged, such permanent global Security
shall be  surrendered  for exchange by DTC or such other  depositary as shall be
specified  in the Company  Order with  respect  thereto to the  Trustee,  as the
Company's agent for such purpose; provided,  however, that no such exchanges may
occur  during a period  beginning  at the opening of business 15 days before any
selection of  Securities  to be redeemed  and ending on the relevant  Redemption
Date if the Security for which exchange is requested may be among those selected
for  redemption;  and  provided  further  that no Bearer  Security  delivered 

                                      -20-

in exchange  for a portion of a  permanent  global  Security  shall be mailed or
otherwise  delivered  to any  location  in the United  States.  If a  Registered
Security is issued in exchange  for any portion of a permanent  global  Security
after the close of business at the office or agency where such  exchange  occurs
on (i) any Regular Record Date and before the opening of business at such office
or agency on the relevant Interest Payment Date, or (ii) any Special Record Date
and  before the  opening of  business  at such  office or agency on the  related
proposed date for payment of Defaulted Interest, interest or Defaulted Interest,
as the case  may be,  will  not be  payable  on such  Interest  Payment  Date or
proposed  date for  payment,  as the case may be, in respect of such  Registered
Security, but will be payable on such Interest Payment Date or proposed date for
payment,  as the case may be, only to the Person to whom  interest in respect of
such portion or such permanent global Security is payable in accordance with the
provisions of this Indenture.

                 All  Securities  issued  upon any  registration  of transfer or
exchange of Securities shall be the valid obligations of the Company, evidencing
the same debt,  and entitled to the same benefits under this  Indenture,  as the
Securities surrendered upon such registration of transfer or exchange.

                 Every   Registered   Security   presented  or  surrendered  for
registration of transfer or for exchange or redemption  shall (if so required by
the Company or the Security Registrar) be duly endorsed,  or be accompanied by a
written  instrument  of  transfer  in form  satisfactory  to the Company and the
Security  Registrar,  duly  executed by the Holder  thereof or his attorney duly
authorized in writing.

                 No  service  charge  shall  be  made  for any  registration  of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
connection with any  registration  of transfer or exchange of Securities,  other
than  exchanges  pursuant to Section 304,  906,  1107 or 1305 not  involving any
transfer.

                 The  Company  or  the  Trustee,  as  applicable,  shall  not be
required (i) to issue, register the transfer of or exchange any Security if such
Security may be among those selected for redemption during a period beginning at
the  opening of  business  15 days  before  selection  of the  Securities  to be
redeemed  under  Section 1103 and ending at the close of business on (A) if such
Securities are issuable only as Registered Securities, the day of the mailing of
the relevant  notice of redemption  and (B) if such  Securities  are issuable as
Bearer  Securities,  the day of the first  publication of the relevant notice of
redemption or, if such Securities are also issuable as Registered Securities and
there is no publication,  the mailing of the relevant  notice of redemption,  or
(ii) to register the transfer of or exchange any Registered Security so selected
for  redemption  in  whole  or in part,  except,  in the case of any  Registered
Security to be redeemed in part,  the  portion  thereof not to be  redeemed,  or
(iii) to exchange  any Bearer  Security so selected for  redemption  except that
such a Bearer Security may be exchanged for a Registered Security of that series
and  of  like  tenor;   provided  that  such   Registered   Security   shall  be
simultaneously  surrendered  for  redemption,  or (iv) to  issue,  register  the
transfer of or exchange any Security which has been surrendered for repayment at
the option of the Holder, except that portion, if any, of such Security which is
not to be so repaid.

                 SECTION 306. Mutilated,  Destroyed, Lost and Stolen Securities.
If any mutilated Security or a Security with a mutilated coupon  appertaining to
it is surrendered to the Trustee or the Company, together with, in proper cases,
such  security or  indemnity as may be required by the Company or the Trustee to
save each of them or any agent of either of them  harmless,  the  Company  shall
execute and the Trustee shall  authenticate  and deliver in exchange  therefor a
new Security of the same series and principal amount, containing identical terms
and  provisions  and bearing a number not  contemporaneously  outstanding,  with
coupons  corresponding to the coupons,  if any,  appertaining to the surrendered
Security.

                 If there shall be  delivered  to the Company and to the Trustee
(i)  evidence to their  satisfaction  of the  destruction,  loss or theft of any
Security or coupon,  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 written  notice to the Company or the Trustee  that such  Security or
coupon has been acquired by a bona fide purchaser, the Company shall execute and
upon its request the Trustee shall authenticate and deliver, in lieu of any such
destroyed,  lost or stolen  Security or in exchange  for the Security to which a
destroyed,  lost or stolen coupon  appertains (with all appurtenant  coupons not
destroyed,  lost or stolen),  a new  Security  of the same series and  principal
amount,  containing  identical  terms and  

                                      -21-

provisions and bearing a number not contemporaneously  outstanding, with coupons
corresponding to the coupons,  if any,  appertaining to such destroyed,  lost or
stolen  Security  or to the  Security  to which such  destroyed,  lost or stolen
coupon appertains.

                 Notwithstanding  the provisions of the previous two paragraphs,
in case any such  mutilated,  destroyed,  lost or stolen  Security or coupon has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, with coupons corresponding to the coupons, if
any, appertaining to such destroyed,  lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains,  pay such Security or
coupon;  provided,  however, that payment of principal of (and premium, if any),
any interest on and any  Additional  Amounts with respect to, Bearer  Securities
shall,  except as  otherwise  provided in Section  1002,  be payable  only at an
office or agency  located  outside  the  United  States  and,  unless  otherwise
specified as  contemplated  by Section  301,  any interest on Bearer  Securities
shall  be  payable  only  upon   presentation   and  surrender  of  the  coupons
appertaining thereto.

                 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  with its  coupons,  if any,
issued  pursuant  to  this  Section  in lieu of any  destroyed,  lost or  stolen
Security,  or in exchange  for a Security to which a  destroyed,  lost or stolen
coupon  appertains,   shall  constitute  an  original   additional   contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
and its coupons, if any, or the destroyed, lost or stolen coupon 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 and their coupons, if any, 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 or
coupons.

                 SECTION 307.  Payment of Interest;  Interest Rights  Preserved.
Except  as  otherwise  specified  with  respect  to a series  of  Securities  in
accordance  with the  provisions  of Section  301,  interest  on any  Registered
Security that is payable,  and is  punctually  paid or duly provided for, on any
Interest  Payment  Date shall be paid to the Person in whose name that  Security
(or one or more  Predecessor  Securities) is registered at the close of business
on the  Regular  Record  Date for such  interest  at the office or agency of the
Company maintained for such purpose pursuant to Section 1002; provided, however,
that  each  installment  of  interest  on  any  Registered  Security  may at the
Company's option be paid by (i) mailing a check for such interest, payable to or
upon the written order of the Person entitled  thereto  pursuant to Section 308,
to the  address of such  Person as it appears on the  Security  Register or (ii)
transfer to an account maintained by the payee located inside the United States.

                 Unless  otherwise  provided as contemplated by Section 301 with
respect to the Securities of any series, payment of interest may be made, in the
case of a Bearer  Security,  by transfer to an account  maintained  by the payee
with a bank located outside the United States.

                 Unless otherwise provided as contemplated by Section 301, every
permanent  global  Security will provide that interest,  if any,  payable on any
Interest  Payment Date will be paid to DTC,  Euroclear and/or CEDEL, as the case
may be, with respect to that portion of such permanent  global Security held for
its account by Cede & Co. or the Common Depositary,  as the case may be, for the
purpose  of  permitting  such  party to credit the  interest  received  by it in
respect of such  permanent  global  Security to the  accounts of the  beneficial
owners thereof.

                 In case a Bearer  Security  of any  series  is  surrendered  in
exchange  for a  Registered  Security of such series after the close of business
(at an office or agency in a Place of Payment  for such  series) on any  Regular
Record Date and before the opening of business (at such office or agency) on the
next succeeding Interest Payment Date, such Bearer Security shall be surrendered
without the coupon relating to such Interest  Payment Date and interest will not
be 

                                      -22-

payable on such  Interest  Payment  Date in respect of the  Registered  Security
issued in exchange  for such Bearer  Security,  but will be payable  only to the
Holder  of such  coupon  when  due in  accordance  with the  provisions  of this
Indenture.

                 Except  as  otherwise  specified  with  respect  to a series of
Securities in accordance with the provisions of Section 301, any interest on any
Registered Security of any series that is payable, but is not punctually paid or
duly  provided  for, on any  Interest  Payment Date  (herein  called  "Defaulted
Interest") shall forthwith cease to be payable to the registered  Holder thereof
on the relevant  Regular  Record Date by virtue of having been such Holder,  and
such  Defaulted  Interest  may be paid by the  Company,  at its election in each
case, as provided in clause (1) or (2) below:

                           (1) The  Company  may  elect to make  payment  of any
         Defaulted  Interest  to the  Persons  in  whose  names  the  Registered
         Securities of such series (or their respective Predecessor  Securities)
         are  registered  at the close of business on a Special  Record Date for
         the  payment of such  Defaulted  Interest,  which shall be fixed in the
         following  manner.  The Company  shall notify the Trustee in writing of
         the amount of Defaulted Interest proposed to be paid on each Registered
         Security of such  series and the date of the  proposed  payment  (which
         shall not be less than 20 days after  such  notice is  received  by the
         Trustee),  and at the same  time the  Company  shall  deposit  with the
         Trustee an amount of money in the currency or currencies, currency unit
         or units or composite currency or currencies in which the Securities of
         such  series are payable  (except as  otherwise  specified  pursuant to
         Section 301 for the  Securities  of such series) equal to the aggregate
         amount  proposed  to be paid in respect of such  Defaulted  Interest or
         shall make arrangements satisfactory to the Trustee for such deposit on
         or prior to the date of the proposed payment, such money when deposited
         to be held in trust for the  benefit of the  Persons  entitled  to such
         Defaulted  Interest as in this clause  provided.  Thereupon the Trustee
         shall fix a  Special  Record  Date for the  payment  of such  Defaulted
         Interest which shall not be more than 15 days and not less than 10 days
         prior to the date of the  proposed  payment  and not less  than 10 days
         after the receipt by the Trustee of the notice of the proposed payment.
         The Trustee shall  promptly  notify the Company of such Special  Record
         Date and,  in the name and at the expense of the  Company,  shall cause
         notice of the  proposed  payment  of such  Defaulted  Interest  and the
         Special Record Date therefor to be mailed, first-class postage prepaid,
         to each Holder of  Registered  Securities of such series at his address
         as it appears in the  Security  Register not less than 10 days prior to
         such Special  Record Date. The Trustee may, in its  discretion,  in the
         name and at the expense of the  Company,  cause a similar  notice to be
         published  at least once in an  Authorized  Newspaper  in each Place of
         Payment,  but such publications  shall not be a condition  precedent to
         the  establishment of such Special Record Date.  Notice of the proposed
         payment of such Defaulted Interest and the Special Record Date therefor
         having been mailed as aforesaid,  such Defaulted Interest shall be paid
         to the Persons in whose names the Registered  Securities of such series
         (or their  respective  Predecessor  Securities)  are  registered at the
         close of  business on such  Special  Record Date and shall no longer be
         payable pursuant to the following clause (2). In case a Bearer Security
         of any series is surrendered  for transfer or exchange at the office or
         agency  in a Place  of  Payment  for such  series  after  the  close of
         business at such office or agency on any Special Record Date and before
         the  opening  of  business  at such  office or  agency  on the  related
         proposed date for payment of Defaulted  Interest,  such Bearer Security
         shall be surrendered  without the coupon relating to such proposed date
         of payment and Defaulted  Interest will not be payable on such proposed
         date of  payment  in  respect  of the  Registered  Security  issued  in
         exchange  for such  Bearer  Security,  but will be payable  only to the
         Holder of such coupon when due in  accordance  with the  provisions  of
         this Indenture.

                           (2) The  Company  may make  payment of any  Defaulted
         Interest on the Registered Securities of any series in any other lawful
         manner  not  inconsistent  with  the  requirements  of  any  securities
         exchange on which such  Securities may be listed,  and upon such notice
         as may be required by such  exchange,  if,  after  notice  given by the
         Company to the Trustee of the proposed payment pursuant to this clause,
         such manner of payment shall be deemed practicable by the Trustee.

                 Subject to the foregoing provisions of this Section and Section
305, each Security  delivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Security shall carry the rights to
interest  accrued and unpaid,  and to accrue,  which were  carried by such other
Security.
                                      -23-

                 SECTION 308. Persons Deemed Owners. Prior to due presentment of
a Registered Security for registration of transfer, the Company, the Trustee and
any agent of the  Company or the Trustee may treat the Person in whose name such
Registered  Security is registered as the owner of such Security for the purpose
of  receiving  payment of principal of (and  premium,  if any),  and (subject to
Sections 305 and 307)  interest on, such  Registered  Security and for all other
purposes  whatsoever,  whether or not such Registered  Security is overdue,  and
neither  the  Company,  the  Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

                 Title  to any  Bearer  Security  and any  coupons  appertaining
thereto  shall pass by delivery.  The Company,  the Trustee and any agent of the
Company  or the  Trustee  may treat the Holder of any  Bearer  Security  and the
Holder of any coupon as the  absolute  owner of such  Security or coupon for the
purpose of  receiving  payment  thereof or on account  thereof and for all other
purposes  whatsoever,  whether or not such  Security or coupon is  overdue,  and
neither  the  Company,  the  Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

                 None of the  Company,  the  Trustee,  any  Paying  Agent or the
Security  Registrar will have any  responsibility or liability for any aspect of
the  records  relating to or payments  made on account of  beneficial  ownership
interests  of a  Security  in global  form or for  maintaining,  supervising  or
reviewing any records relating to such beneficial ownership interests.

                 Notwithstanding  the  foregoing,  with  respect  to any  global
Security, nothing herein shall prevent the Company, the Trustee, or any agent of
the Company or the  Trustee,  from giving  effect to any written  certification,
proxy or other  authorization  furnished by any  depositary,  as a Holder,  with
respect to such global Security or impair, as between such depositary and owners
of  beneficial  interests in such global  Security,  the  operation of customary
practices  governing  the  exercise  of the  rights of such  depositary  (or its
nominee) as Holder of such global Security.

                 SECTION  309.   Cancellation.   All   Securities   and  coupons
surrendered  for  payment,  redemption,  repayment  at the option of the Holder,
registration  of transfer or  exchange  or for credit  against any sinking  fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee,  and any such  Securities and coupons and Securities and coupons
surrendered  directly  to the  Trustee  for any such  purpose  shall be promptly
cancelled  by it.  The  Company  may at any  time  deliver  to the  Trustee  for
cancellation any Securities  previously  authenticated  and delivered  hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the  Trustee  (or  to  any  other  Person  for  delivery  to  the  Trustee)  for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold,  and all  Securities  so  delivered  shall be  promptly
cancelled by the Trustee. If the Company shall so acquire any of the Securities,
however,  such acquisition  shall not operate as a redemption or satisfaction of
the  indebtedness  represented by such Securities  unless and until the same are
surrendered   to  the  Trustee  for   cancellation.   No  Securities   shall  be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this  Section,  except as expressly  permitted by this  Indenture.  Cancelled
Securities and coupons held by the Trustee shall be destroyed by the Trustee and
the Trustee  shall  deliver a certificate  of such  destruction  to the Company,
unless by a Company Order the Company directs their return to it.

                 SECTION  310.  Computation  of  Interest.  Except as  otherwise
specified  as  contemplated  by Section 301 with  respect to  Securities  of any
series, interest on the Securities of each series shall be computed on the basis
of a 360-day year consisting of twelve 30-day months.


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

                 SECTION 401.  Satisfaction  and  Discharge of  Indenture.  This
Indenture  shall upon Company Request cease to be of further effect with respect
to any series of Securities  specified in such Company Request (except as to any
surviving  rights of  registration of transfer or exchange of Securities of such
series  herein  expressly  provided  for and 

                                      -24-

any right to receive Additional  Amounts,  as provided in Section 1007), and the
Trustee,  upon  receipt of a Company  Order,  and at the expense of the Company,
shall execute proper  instruments  acknowledging  satisfaction  and discharge of
this Indenture as to such series when

                           (1)  either

                                    (A)   all    Securities   of   such   series
                 theretofore  authenticated  and delivered  and all coupons,  if
                 any,  appertaining thereto (other than (i) coupons appertaining
                 to Bearer  Securities  surrendered  for exchange for Registered
                 Securities and maturing after such exchange, whose surrender is
                 not  required or has been  waived as  provided in Section  305,
                 (ii)  Securities  and  coupons of such  series  which have been
                 destroyed,  lost or stolen and which have been replaced or paid
                 as provided  in Section  306,  (iii)  coupons  appertaining  to
                 Securities   called  for  redemption  and  maturing  after  the
                 relevant  Redemption  Date,  whose surrender has been waived as
                 provided in Section 1106,  and (iv)  Securities  and coupons of
                 such  series  for  whose  payment  money has  theretofore  been
                 deposited  in  trust  or  segregated  and  held in trust by the
                 Company and thereafter repaid to the Company or discharged from
                 such trust, as provided in Section 1003) have been delivered to
                 the Trustee for cancellation; or

                                    (B) all  Securities  of such  series and, in
                 the  case  of (i)  or  (ii)  below,  any  coupons  appertaining
                 thereto,   not   theretofore   delivered  to  the  Trustee  for
                 cancellation

                                            (i)      have    become    due   and
                                                     payable, or

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

                                            (iii)    if redeemable at the option
                                                     of the  Company,  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,

                 and the Company,  in the case of (i), (ii) or (iii) above,  has
                 irrevocably  deposited  or  caused  to be  deposited  with  the
                 Trustee  as funds in trust  for such  purpose  an amount in the
                 currency or  currencies,  currency  unit or units or  composite
                 currency or currencies  in which the  Securities of such series
                 are  payable,  sufficient  to  pay  and  discharge  the  entire
                 indebtedness   on  such   Securities   and  such   coupons  not
                 theretofore  delivered  to the  Trustee for  cancellation,  for
                 principal  (and  premium,   if  any)  and  interest,   and  any
                 Additional  Amounts with respect  thereto,  to the date of such
                 deposit  (in the case of  Securities  which have become due and
                 payable) or to the Stated  Maturity or Redemption  Date, as the
                 case may be;

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

                           (3) 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 as to such series have been  complied
         with.

The obligations of the Company to the Trustee and any predecessor  Trustee under
Section 606, the  obligations of the Company to any  Authenticating  Agent under
Section 611 and, if money shall have been deposited with and held by the Trustee
pursuant to subclause (B) of clause (1) of this Section,  the obligations of the
Trustee under  Section 402 and the last  paragraph of Section 1003 shall survive
the satisfaction and discharge of this Indenture.

                                      -25-

                 SECTION  402.  Application  of  Trust  Funds.  Subject  to  the
provisions of the last paragraph of Section 1003,  all money  deposited with the
Trustee  pursuant  to Section  401 shall be held in trust and  applied by it, in
accordance  with  the  provisions  of  the  Securities,  the  coupons  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 premium,  if
any), and any interest and  Additional  Amounts for whose payment such money has
been  deposited  with or  received  by the  Trustee,  but such money need not be
segregated from other funds except to the extent required by law.


                                  ARTICLE FIVE

                                    REMEDIES

                 SECTION 501.  Events of Default.  "Event of Default",  wherever
used herein with respect to any particular  series of Securities,  means any one
of the  following  events  (whatever  the reason  for such Event of Default  and
whether or not it shall be voluntary or  involuntary or be effected by operation
of law or pursuant to any  judgment,  decree or order of any court or any order,
rule or regulation of any administrative or governmental body):

                           (1)  default in the payment of any  interest  upon or
         any  Additional  Amounts  payable in respect  of any  Security  of that
         series or of any  coupon  appertaining  thereto,  when  such  interest,
         Additional  Amounts or coupon becomes due and payable,  and continuance
         of such default for a period of 30 days; or

                           (2)  default in the payment of the  principal  of (or
         premium,  if any,  on) any  Security of that series when it becomes due
         and payable at its Maturity; or

                           (3)  default  in  the  deposit  of any  sinking  fund
         payment,  when and as due by the terms of any  Security of that series;
         or

                           (4) default in the  performance of, or breach of, any
         covenant  of the  Company in this  Indenture  (other  than a covenant a
         default  in whose  performance  or whose  breach is  elsewhere  in this
         Section specifically dealt with or which has been expressly included in
         this Indenture  solely for the benefit of a series of Securities  other
         than that  series),  and  continuance  of such  default or breach 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 a majority 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

                           (5) a  default  under any  bond,  debenture,  note or
         other evidence of indebtedness  of the Company,  or under any mortgage,
         indenture or other instrument of the Company  (including a default with
         respect to Securities of any series other than that series) under which
         there may be issued or by which there may be secured  any  indebtedness
         of the  Company  (or by any  Subsidiary,  the  repayment  of which  the
         Company has guaranteed or for which the Company is directly responsible
         or liable as obligor  or  guarantor),  whether  such  indebtedness  now
         exists or shall hereafter be created,  which default shall constitute a
         failure to pay an aggregate principal amount exceeding  $___________ of
         such  indebtedness  when due and payable  after the  expiration  of any
         applicable grace period with respect thereto and shall have resulted in
         such   indebtedness  in  an  aggregate   principal   amount   exceeding
         $____________  becoming or being  declared due and payable prior to the
         date on which it would  otherwise have become due and payable,  without
         such indebtedness  having been discharged,  or such acceleration having
         been  rescinded  or  annulled,  within a period of 10 days after  there
         shall have 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 a majority in principal  amount of the Outstanding  Securities of
         that series a written notice  specifying such default and requiring the
         Company  to cause  such  indebtedness  to be  

                                      -26-

         discharged or cause such  acceleration  to be rescinded or annulled and
         stating that such notice is a "Notice of Default" hereunder; or

                           (6)  the  Company  or  any   Significant   Subsidiary
         pursuant to or within the meaning of any Bankruptcy Law:

                                    (A) commences a voluntary case,

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

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

                                    (D)  makes  a  general  assignment  for  the
                 benefit of its creditors; or

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

                                    (A) is for relief against the Company or any
                 Significant Subsidiary in an involuntary case,

                                    (B)  appoints a Custodian  of the Company or
                 any Significant  Subsidiary or for all or substantially  all of
                 either of its property, or

                                    (C) orders the liquidation of the Company or
                 any Significant Subsidiary,

         and the order or decree remains unstayed and in effect for 60 days; or

                           (8) any other Event of Default  provided with respect
         to Securities of that series.

As used in this Section 501, the term "Bankruptcy Law" means Title 11, U.S. Code
or any  similar  Federal  or State law for the  relief of  debtors  and the term
"Custodian" means any receiver,  trustee, assignee,  liquidator or other similar
official under any Bankruptcy Law.

                 SECTION  502.   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
described in Section 501(6) or 501(7)),  then and in every such case the Trustee
or the Holders of at least 25% in principal amount of the Outstanding Securities
of that series may declare the  principal  (or, if any  Securities  are Original
Issue Discount Securities or Indexed  Securities,  such portion of the principal
as may be specified in the terms  thereof) of all 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 the  Holders),  and  upon  any such  declaration  such
principal or specified portion thereof shall become immediately due and payable.
If an Event of Default described in Section 501(6) or 501(7) with respect to any
series of Securities at the time outstanding occurs, the principal amount of all
of the  Securities  of that series (or, in the case of any such  Original  Issue
Discount Securities or Indexed Securities,  such portion of the principal as may
be specified in the terms thereof) will automatically, and without any action by
the Trustee or any Holder thereof, become immediately due and payable.

                 At any time  after  such a  declaration  of  acceleration  with
respect to  Securities  of 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:

                                      -27-

                           (1) the  Company  has  paid  or  deposited  with  the
         Trustee  a sum  sufficient  to pay in the  currency,  currency  unit or
         composite  currency in which the  Securities of such series are payable
         (except  as  otherwise  specified  pursuant  to  Section  301  for  the
         Securities of such series):

                                    (A) all overdue  installments of interest on
                 and  any   Additional   Amounts   payable  in  respect  of  all
                 Outstanding Securities of that series and any related coupons,

                                    (B) the principal of (and  premium,  if any,
                 on) any Outstanding Securities of that series which have become
                 due otherwise  than by such  declaration  of  acceleration  and
                 interest  thereon at the rate or rates borne by or provided for
                 in such Securities,

                                    (C) to  the  extent  that  payment  of  such
                 interest  is lawful,  interest  upon  overdue  installments  of
                 interest and any Additional  Amounts at the rate or rates borne
                 by or provided for in such Securities, and

                                    (D) 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

                           (2) all Events of Default with respect to  Securities
         of that  series,  other than the  nonpayment  of the  principal  of (or
         premium,  if any) or interest on  Securities  of that series which have
         become due solely by such declaration of acceleration,  have been cured
         or waived as provided in Section 513.

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

                 SECTION  503.   Collection  of   Indebtedness   and  Suits  for
Enforcement by Trustee. The Company covenants that if:

                           (1) default is made in the payment of any installment
         of  interest or  Additional  Amounts,  if any,  on any  Security of any
         series and any related  coupon when such interest or Additional  Amount
         becomes due and payable and such default  continues  for a period of 30
         days, or

                           (2) default is made in the  payment of the  principal
         of (or premium, if any, on) any Security of any series at its Maturity,

then the Company will, upon demand of the Trustee,  pay to the Trustee,  for the
benefit of the Holders of such Securities of such series and coupons,  the whole
amount then due and payable on such  Securities  and coupons for principal  (and
premium, if any) and interest and Additional Amounts thereon, with interest upon
any overdue  principal (and premium,  if any) and, to the extent that payment of
such interest shall be legally  enforceable,  upon any overdue  installments  of
interest or Additional Amounts thereon, if any, at the rate or rates borne by or
provided for 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,  and may prosecute such proceeding to judgment or final decree,  and may
enforce the same against the Company or any other  obligor upon such  Securities
of such series and  collect the moneys  adjudged or decreed to be payable in the
manner  provided by law out of the property of the Company or any other  obligor
upon such Securities of such series, wherever situated.

                 If an Event of Default with respect to 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 and any related coupons by such appropriate  judicial  proceedings as the
Trustee  shall deem most  effectual  to protect  and  

                                      -28-

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 504.  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 of any series
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  of, or premium,  if any, or
interest on, the Securities) shall be entitled and empowered, by intervention in
such proceeding or otherwise:

                           (i) to file and prove a claim  for the whole  amount,
         or such lesser amount as may be provided for in the  Securities of such
         series, of principal (and premium,  if any) and interest and Additional
         Amount,  if any,  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

                           (ii) 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 of  Securities  of such series and coupons 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 to
it for the reasonable compensation,  expenses, disbursements and advances of the
Trustee and any  predecessor  Trustee,  their agents and counsel,  and any other
amounts due the Trustee or any predecessor Trustee under Section 606.

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

                 SECTION 505.  Trustee May Enforce Claims Without  Possession of
Securities or Coupons.  All rights of action and claims under this  Indenture or
any of the  Securities or coupons may be prosecuted  and enforced by the Trustee
without the  possession of any of the  Securities  or coupons 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 Securities
and coupons in respect of which such judgment has been recovered.

                 SECTION  506.   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  premium,  if any) or
interest and any  Additional  Amounts,  upon  presentation  of the Securities or
coupons, or both, as the case may be, 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 to the
         Trustee and any predecessor Trustee under Section 606;

                           SECOND:  To the payment of the  amounts  then due and
         unpaid upon the Securities  and coupons for principal (and premium,  if
         any) and interest and any  Additional  Amounts  payable,  in respect of

                                      -29-

         which  or for the  benefit  of which  such  money  has been  collected,
         ratably,  without preference or priority of any kind,  according to the
         aggregate  amounts due and payable on such  Securities  and coupons for
         principal  (and  premium,  if any),  interest and  Additional  Amounts,
         respectively; and

                           THIRD:  To the payment of the  remainder,  if any, to
         the Company.

                 SECTION 507.  Limitation on Suits. No Holder of any Security of
any  series  or any  related  coupon  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:

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

                           (2)  the  Holders  of not  less  than a  majority  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;

                           (3)  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;

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

                           (5)  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  508.   Unconditional   Right  of  Holders  to  Receive
Principal, Premium, if any, Interest and Additional Amounts. Notwithstanding any
other  provision in this  Indenture,  the Holder of any Security or coupon shall
have the right which is absolute  and  unconditional  to receive  payment of the
principal  of (and  premium,  if any)  and  (subject  to  Sections  305 and 307)
interest on, and any Additional  Amounts in respect of, such Security or payment
of such coupon on the respective due dates  expressed in such Security or coupon
(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 509. Restoration of Rights and Remedies. If the Trustee
or any Holder of a Security or coupon 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 the  Company,  the
Trustee  and the  Holders  of  Securities  and  coupons  shall,  subject  to any
determination  in such  proceeding,  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  510.  Rights  and  Remedies   Cumulative.   Except  as
otherwise  provided  with respect to the  replacement  or payment of  mutilated,
destroyed, lost or stolen Securities or coupons in the last paragraph of Section
306, no right or remedy herein  conferred  upon or reserved to the Trustee or to
the Holders of  Securities  or coupons is intended to be  exclusive of any other
right or remedy,  and every right and remedy shall,  to the extent  permitted by
law,  

                                      -30-

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 511. Delay or Omission Not Waiver. No delay or omission
of the Trustee or of any Holder of any  Security or coupon 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 of Securities or coupons, as
the case may be.

                 SECTION 512.  Control by Holders of Securities.  The Holders of
not less than 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

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

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

                           (3) the Trustee  need not take any action which might
         expose it to personal liability or be unduly prejudicial to the Holders
         of Securities of such series not joining therein.

                 SECTION 513.  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  and any
related coupons waive any past default hereunder with respect to such series and
its consequences, except a default

                           (1) in the payment of the  principal  of (or premium,
         if any) or interest on or Additional  Amounts payable in respect of any
         Security of such series or any related coupons, or

                           (2) in  respect  of a covenant  or  provision  hereof
         which under  Article  Nine  cannot be  modified or amended  without the
         consent  of the  Holder of each  Outstanding  Security  of such  series
         affected.

         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 Event of Default or impair any right consequent thereon.

                 SECTION  514.  Waiver of Usury,  Stay or  Extension  Laws.  The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead,  or in any manner  whatsoever  claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted,  now
or at any time  hereafter  in  force,  which may  affect  the  covenants  or the
performance  of this  Indenture;  and the  Company  (to the  extent  that it may
lawfully do so) hereby  expressly  waives all benefit or  advantage  of any such
law, and covenants that it will not 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 had been enacted.

                 SECTION  515.  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 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 

                                      -31-

any Holder,  or group of Holders,  holding in the aggregate more than a majority
in principal amount of the Outstanding Securities,  or to any suit instituted by
any Holder for the  enforcement  of the payment of the principal of (or premium,
if any) or interest on any Security on or after the respective Stated Maturities
expressed  in such  Security  (or,  in the case of  redemption,  on or after the
Redemption Date).

                                   ARTICLE SIX

                                   THE TRUSTEE

                 SECTION  601.  Notice of  Defaults.  Within  90 days  after the
occurrence  of any  default  hereunder  with  respect to the  Securities  of any
series,  the Trustee shall transmit in the manner and to the extent  provided in
TIA Section  313(c),  notice of such  default  hereunder  known to the  Trustee,
unless such default shall have been cured or waived;  provided,  however,  that,
except in the case of a default in the payment of the  principal of (or premium,
if any) or interest on or any  Additional  Amounts or sinking  fund  installment
with respect to the Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as Responsible Officers of the Trustee in
good faith  determine that the  withholding of such notice is in the interest of
the Holders of the Securities and coupons of such series;  and provided  further
that in the case of any default or breach of the character  specified in Section
501(4) with respect to the Securities and coupons of such series, no such notice
to Holders shall be given until at least 60 days after the  occurrence  thereof.
For the purpose of this Section, the term "default" means any event which is, or
after  notice or lapse of time or both would  become,  an Event of Default  with
respect to the Securities of such series.

                 SECTION  602.  Certain  Rights  of  Trustee.   Subject  to  the
provisions of TIA Section 315(a) through 315(d):

                           (1) the  Trustee may rely and shall be  protected  in
         acting or  refraining  from  acting upon any  resolution,  certificate,
         statement,  instrument,  opinion,  report, notice, request,  direction,
         consent,  order,  bond,  debenture,  note,  coupon  or  other  paper or
         document  believed  by it to be  genuine  and to have  been  signed  or
         presented by the proper party or parties;

                           (2) any request or direction of the Company mentioned
         herein shall be sufficiently  evidenced by a Company Request or Company
         Order (other than delivery of any  Security,  together with any coupons
         appertaining  thereto,  to the Trustee for  authentication and delivery
         pursuant  to  Section  303 which  shall be  sufficiently  evidenced  as
         provided  therein) and any  resolution of the Board of Directors may be
         sufficiently evidenced by a Board Resolution;

                           (3) whenever in the  administration of this Indenture
         the  Trustee  shall  deem it  desirable  that a  matter  be  proved  or
         established  prior to taking,  suffering or omitting to take any action
         hereunder,  the Trustee  (unless other evidence be herein  specifically
         prescribed)  may, in the absence of bad faith on its part, rely upon an
         Officers' Certificate;

                           (4) 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;

                           (5) 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  of any
         series or any related coupons  pursuant to this Indenture,  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;

                                      -32-

                           (6) the  Trustee  shall  not be  bound  to  make  any
         investigation  into the  facts or  matters  stated  in any  resolution,
         certificate,  statement,  instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, coupon or other paper
         or document, but the Trustee, in its discretion,  may make such further
         inquiry or investigation  into such facts or matters as it may see fit,
         and, if the Trustee  shall  determine to make such  further  inquiry or
         investigation,  it shall be entitled to examine the books,  records and
         premises of the Company, personally or by agent or attorney;

                           (7) the  Trustee  may  execute  any of the  trusts or
         powers  hereunder or perform any duties hereunder either directly or by
         or through agents or attorneys and the Trustee shall not be responsible
         for any  misconduct  or negligence on the part of any agent or attorney
         appointed with due care by it hereunder; and

                           (8) the  Trustee  shall not be liable  for any action
         taken,  suffered or omitted by it in good faith and reasonably believed
         by it to be  authorized  or within the  discretion  or rights or powers
         conferred upon it by this Indenture.

                 The  Trustee  shall not be  required  to expend or risk its own
funds or otherwise  incur any financial  liability in the  performance of any of
its duties hereunder, or in the exercise of any of its rights or powers.

                 SECTION  603.  Not  Responsible  for  Recitals  or  Issuance of
Securities.  The recitals  contained  herein and in the  Securities,  except the
Trustee's  certificate of  authentication,  and in any coupons shall be taken as
the  statements of the Company,  and neither the Trustee nor any  Authenticating
Agent assumes any  responsibility  for their  correctness.  The Trustee makes no
representations  as to the validity or  sufficiency  of this Indenture or of the
Securities  or  coupons,  except  that the  Trustee  represents  that it is duly
authorized to execute and deliver this  Indenture,  authenticate  the Securities
and   perform   its   obligations   hereunder.   Neither  the  Trustee  nor  the
Authenticating  Agent shall be  accountable  for the use or  application  by the
Company of Securities or the proceeds thereof.

                 SECTION  604.  May Hold  Securities.  The  Trustee,  any Paying
Agent,  Security  Registrar,  Authenticating  Agent  or any  other  agent of the
Company,  in its  individual  or any other  capacity,  may  become  the owner or
pledgee of Securities and coupons and,  subject to TIA Sections  310(b) and 311,
may  otherwise  deal with the  Company  with the same rights it would have if it
were not Trustee, Paying Agent, Security Registrar, Authenticating Agent or such
other agent.

                 SECTION 605. Money Held in Trust.  Money held by the Trustee in
trust  hereunder  need not be  segregated  from other funds except to the extent
required by law.  The Trustee  shall be under no  liability  for interest on any
money received by it hereunder except as otherwise agreed with the Company.

                 SECTION  606.  Compensation  and  Reimbursement.   The  Company
agrees:

                           (1)  to  pay  to  the  Trustee   from  time  to  time
         reasonable  compensation  for all  services  rendered  by it  hereunder
         (which  compensation  shall not be limited by any  provision  of law in
         regard to the compensation of a trustee of an express trust);

                           (2) except as otherwise expressly provided herein, to
         reimburse  each of the Trustee  and any  predecessor  Trustee  upon its
         request  for  all  reasonable  expenses,   disbursements  and  advances
         incurred or made by the Trustee in  accordance  with any  provision  of
         this Indenture (including the reasonable  compensation and the expenses
         and disbursements of its agents and counsel),  except any such expense,
         disbursement or advance as may be attributable to its negligence or bad
         faith; and

                           (3)  to  indemnify   each  of  the  Trustee  and  any
         predecessor  Trustee  for, and to hold it harmless  against,  any loss,
         liability or expense  incurred  without  negligence or bad faith on its
         own  part,  arising  out of or in  connection  with the  acceptance  or
         administration  of the trust or trusts  hereunder,  including the costs

                                      -33-

         and  expenses of  defending  itself  against any claim or  liability in
         connection  with the  exercise or  performance  of any of its powers or
         duties hereunder.

                 When  the  Trustee  incurs  expenses  or  renders  services  in
connection  with an Event of  Default  specified  in  Section  501(6) or Section
501(7),  the  expenses  (including  the  reasonable  charges and expenses of its
counsel)  and the  compensation  for the  services  are  intended to  constitute
expenses of  administration  under any applicable  Federal or state  bankruptcy,
insolvency or other similar law.

                 As  security  for the  performance  of the  obligations  of the
Company  under  this  Section,  the  Trustee  shall  have  a lien  prior  to the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of (or premium,  if any)
or interest on particular Securities or coupons.

                 The provisions of this Section shall survive the termination of
this Indenture.

                 SECTION   607.   Corporate   Trustee   Required;   Eligibility;
Conflicting  Interests.  There shall at all times be a Trustee  hereunder  which
shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have a
combined  capital  and  surplus  of at least  $50,000,000.  If such  corporation
publishes  reports  of  condition  at  least  annually,  pursuant  to law or the
requirements of Federal, state,  Territorial or District of Columbia supervising
or  examining  authority,  then for the purposes of this  Section,  the combined
capital  and  surplus  of such  corporation  shall be deemed to be its  combined
capital  and  surplus as set forth in its most  recent  report of  condition  so
published.  If at any time the Trustee  shall cease to be eligible in accordance
with the provisions of this Section,  it shall resign  immediately in the manner
and with the effect hereinafter specified in this Article.

                 SECTION 608. Resignation and Removal; Appointment of Successor.

                 (a) No resignation or removal of the Trustee and no appointment
of a successor Trustee pursuant to this Article shall become effective until the
acceptance  of  appointment  by the  successor  Trustee in  accordance  with the
applicable requirements of Section 609.

                 (b) The  Trustee  may  resign at any time with  respect  to the
Securities  of one or more  series  by  giving  written  notice  thereof  to the
Company.  If an instrument  of acceptance by a successor  Trustee shall not have
been  delivered to the Trustee within 30 days after the giving of such notice of
resignation,   the  resigning  Trustee  may  petition  any  court  of  competent
jurisdiction for the appointment of a successor Trustee.

                 (c) The Trustee may be removed at any time with  respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series delivered to the Trustee and to the
Company.

                 (d)        If at any time:

                           (1)  the  Trustee  shall  fail  to  comply  with  the
         provisions of TIA Section 310(b) after written request  therefor by the
         Company or by any Holder of a Security  who has been a bona fide Holder
         of a Security for at least six months, or

                           (2) the  Trustee  shall  cease to be  eligible  under
         Section 607(a) and shall fail to resign after written request  therefor
         by the Company or by any Holder of a Security  who has been a bona fide
         Holder of a Security for at least six months, or

                           (3) the Trustee  shall become  incapable of acting or
         shall be adjudged a bankrupt or  insolvent or a receiver of the Trustee
         or of its property  shall be appointed or any public officer shall take
         charge or control of the Trustee or of its  property or affairs for the
         purpose of rehabilitation, conservation or liquidation,

                                      -34-

then, in any such case, (i) the Company by or pursuant to a Board Resolution may
remove  the  Trustee  and  appoint  a  successor  Trustee  with  respect  to all
Securities,  or (ii) subject to TIA Section 315(e), any Holder of a Security who
has been a bona fide Holder of a Security for at least six months may, on behalf
of himself and all others  similarly  situated,  petition any court of competent
jurisdiction  for the removal of the Trustee with respect to all  Securities and
the appointment of a successor Trustee or Trustees.

                 (e) If the Trustee shall resign, be removed or become incapable
of acting,  or if a vacancy  shall occur in the office of Trustee for any reason
with  respect  to the  Securities  of one or more  series,  the  Company,  by or
pursuant to a Board  Resolution,  shall promptly appoint a successor  Trustee or
Trustees  with  respect  to the  Securities  of that or those  series  (it being
understood that any such successor  Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there shall
be only one Trustee with respect to the  Securities of any  particular  series).
If,  within one year after such  resignation,  removal or  incapability,  or the
occurrence of such vacancy,  a successor  Trustee with respect to the Securities
of any  series  shall  be  appointed  by Act of the  Holders  of a  majority  in
principal  amount of the Outstanding  Securities of such series delivered to the
Company and the retiring  Trustee,  the  successor  Trustee so appointed  shall,
forthwith upon its acceptance of such appointment,  become the successor Trustee
with respect to the  Securities of such series and to that extent  supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the  Securities  of any series shall have been so appointed by the Company or
the Holders of Securities  and accepted  appointment  in the manner  hereinafter
provided  any Holder of a Security who has been a bona fide Holder of a Security
of such  series for at least six months may, on behalf of himself and all others
similarly  situated,  petition  any  court  of  competent  jurisdiction  for the
appointment of a successor Trustee with respect to Securities of such series.

                 (f) The Company shall give notice of each  resignation and each
removal of the Trustee  with  respect to the  Securities  of any series and each
appointment of a successor  Trustee with respect to the Securities of any series
in the manner  provided for notices to the Holders of Securities in Section 106.
Each notice shall include the name of the successor  Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

                 SECTION 609.  Acceptance of Appointment by Successor.

                  (a)  In  case  of the  appointment  hereunder  of a  successor
Trustee with  respect to all  Securities,  every such  successor  Trustee  shall
execute,  acknowledge and deliver to the Company and to the retiring  Trustee an
instrument accepting such appointment,  and thereupon the resignation or removal
of the retiring  Trustee  shall become  effective  and such  successor  Trustee,
without any further act,  deed or  conveyance,  shall become vested with all the
rights,  powers, trusts and duties of the retiring Trustee; but, upon request of
the Company or the successor Trustee,  such retiring Trustee shall, upon payment
of its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights,  powers and trusts of the  retiring  Trustee,  and shall
duly  assign,  transfer and deliver to such  successor  Trustee all property and
money held by such  retiring  Trustee  hereunder,  subject  nevertheless  to its
claim, if any, provided for in Section 606.

                 (b) In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the retiring  Trustee and each successor  Trustee with respect to the Securities
of one or more  series  shall  execute  and  deliver an  indenture  supplemental
hereto,  pursuant to Article Nine hereof,  wherein each successor  Trustee shall
accept such  appointment and which (1) shall contain such provisions as shall be
necessary  or  desirable  to  transfer  and  confirm  to,  and to vest in,  each
successor  Trustee all the  rights,  powers,  trusts and duties of the  retiring
Trustee  with  respect to the  Securities  of that or those  series to which the
appointment of such successor  Trustee  relates,  (2) if the retiring Trustee is
not retiring with respect to all  Securities,  shall contain such  provisions as
shall be deemed  necessary or desirable to confirm that all the rights,  powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring  Trustee is not retiring shall continue
to be vested in the retiring Trustee,  and (3) shall 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,  it being
understood  that  nothing  herein  or  in  such  supplemental   indenture  shall
constitute  such  Trustees  co-trustees  of the same  trust  and that  each such
Trustee shall be trustee of a trust or trusts hereunder  separate and apart from
any trust or 

                                      -35-

trusts hereunder  administered by any other such Trustee; and upon the execution
and delivery of such  supplemental  indenture the  resignation or removal of the
retiring  Trustee shall become effective to the extent provided therein and each
such  successor  Trustee,  without any further act,  deed or  conveyance,  shall
become  vested with all the rights,  powers,  trusts and duties of the  retiring
Trustee  with  respect to the  Securities  of that or those  series to which the
appointment of such successor Trustee relates; but, on request of the Company or
any successor  Trustee,  such retiring  Trustee shall duly assign,  transfer and
deliver to such  successor  Trustee all property and money held by such retiring
Trustee  hereunder  with  respect to the  Securities  of that or those series to
which the appointment of such successor Trustee relates.

                 (c) Upon  request of any such  successor  Trustee,  the Company
shall execute any and all instruments  for more fully and certainly  vesting in,
and  confirming  to such  successor  Trustee all such rights,  powers and trusts
referred to in paragraph (a) or (b) of this Section, as the case may be.

                 (d) No successor Trustee shall accept its appointment unless at
the time of such  acceptance  such  successor  Trustee  shall be  qualified  and
eligible under this Article.

                 SECTION 610. Merger, Conversion, Consolidation or Succession to
Business.  Any corporation  into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation  succeeding  to all or  substantially  all  of the  corporate  trust
business  of the  Trustee,  shall be the  successor  of the  Trustee  hereunder;
provided such corporation  shall be otherwise  qualified and eligible under this
Article,  without the execution or filing of any paper or any further act on the
part of any of the parties hereto.  In case any Securities or coupons shall have
been  authenticated,  but not  delivered,  by the  Trustee  then in office,  any
successor by merger,  conversion or consolidation to such authenticating Trustee
may  adopt  such  authentication  and  deliver  the  Securities  or  coupons  so
authenticated  with the same  effect as if such  successor  Trustee  had  itself
authenticated  such  Securities  or coupons.  In case any  Securities or coupons
shall  not  have  been  authenticated  by such  predecessor  Trustee,  any  such
successor  Trustee may authenticate  and deliver such Securities or coupons,  in
either its own name or that of its predecessor Trustee,  with the full force and
effect which this Indenture  provides for the certificate of  authentication  of
the Trustee.

                 SECTION 611.  Appointment of Authentication  Agent. At any time
when any of the  Securities  remain  Outstanding,  the  Trustee  may  appoint an
Authenticating  Agent or Agents with respect to one or more series of Securities
which  shall be  authorized  to act on behalf  of the  Trustee  to  authenticate
Securities  of such series  issued upon  exchange,  registration  of transfer or
partial redemption or repayment thereof,  and Securities so authenticated  shall
be entitled to the benefits of this  Indenture and shall be valid and obligatory
for  all  purposes  as if  authenticated  by the  Trustee  hereunder.  Any  such
appointment  shall  be  evidenced  by  an  instrument  in  writing  signed  by a
Responsible Officer of the Trustee, a copy of which instrument shall be promptly
furnished to the Company.  Wherever  reference is made in this  Indenture to the
authentication  and  delivery  of  Securities  by the  Trustee or the  Trustee's
certificate  of  authentication,  such  reference  shall be  deemed  to  include
authentication and delivery on behalf of the Trustee by an Authenticating  Agent
and a  certificate  of  authentication  executed  on behalf of the Trustee by an
Authenticating  Agent.  Each  Authenticating  Agent shall be  acceptable  to the
Company and, except as may otherwise be provided  pursuant to Section 301, shall
at all  times be a bank or trust  company  or  corporation  organized  and doing
business and in good standing  under the laws of the United States of America or
of any State or the District of Columbia,  authorized  under such laws to act as
Authenticating  Agent,  having a combined  capital  and surplus of not less than
$50,000,000  and  subject  to  supervision  or  examination  by federal or state
authorities.  If such  Authenticating  Agent  publishes  reports of condition at
least annually, pursuant to law or the requirements of the aforesaid supervising
or  examining  authority,  then for the purposes of this  Section,  the combined
capital  and  surplus  of such  Authenticating  Agent  shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so  published.  In case at any time an  Authenticating  Agent  shall cease to be
eligible in accordance with the provisions of this Section,  such Authenticating
Agent shall resign  immediately  in the manner and with the effect  specified in
this Section.

                 Any  corporation  into  which an  Authenticating  Agent  may be
merged or converted  or with which it may be  consolidated,  or any  corporation
resulting  from  any  merger,   conversion  or   consolidation   to  which  such

                                      -36-

Authenticating  Agent shall be a party,  or any  corporation  succeeding  to the
corporate agency or corporate trust business of an Authenticating  Agent,  shall
continue to be an  Authenticating  Agent,  provided  such  corporation  shall be
otherwise  eligible  under this Section,  without the execution or filing of any
paper or further act on the part of the Trustee or the Authenticating Agent.

                 An Authenticating Agent for any series of Securities may at any
time  resign by giving  written  notice of  resignation  to the Trustee for such
series and to the Company.  The Trustee for any series of Securities  may at any
time terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination,  or in case at any time such
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section,  the Trustee for such series may appoint a successor
Authenticating  Agent  which shall be  acceptable  to the Company and shall give
notice of such  appointment  to all  Holders of  Securities  of the series  with
respect to which such Authenticating Agent will serve in the manner set forth in
Section  106.  Any  successor   Authenticating  Agent  upon  acceptance  of  its
appointment hereunder shall become vested with all the rights, powers and duties
of its  predecessor  hereunder,  with like effect as if  originally  named as an
Authenticating  Agent  herein.  No  successor   Authenticating  Agent  shall  be
appointed unless eligible under the provisions of this Section.

                 The  Company  agrees to pay to each  Authenticating  Agent from
time to time reasonable  compensation including  reimbursement of its reasonable
expenses for its services under this Section.

                 If an  appointment  with  respect to one or more series is made
pursuant  to this  Section,  the  Securities  of such  series may have  endorsed
thereon,   in  addition  to  or  in  lieu  of  the  Trustee's   certificate   of
authentication,  an alternate certificate of authentication substantially in the
following form:

                                    This is one of the  Securities of the series
                 designated   therein   referred  to  in  the   within-mentioned
                 Indenture.

                           ____________________________________
                                                     as Trustee


                           By:_________________________________
                                        as Authenticating Agent


                           By:_________________________________
                                             Authorized Officer


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

                 SECTION  701.  Disclosure  of Names and  Addresses  of Holders.
Every Holder of Securities or coupons, by receiving and holding the same, agrees
with the Company and the  Trustee  that  neither the Company nor the Trustee nor
any  Authenticating  Agent nor any Paying Agent nor any Security Registrar shall
be held  accountable  by reason of the  disclosure of any  information as to the
names and addresses of the Holders of Securities in accordance  with TIA Section
312, regardless of the source from which such information was derived,  and that
the Trustee  shall not be held  accountable  by reason of mailing  any  material
pursuant to a request made under TIA Section 312(b).

                 SECTION 702. Reports by Trustee. Within 60 days after May 15 of
each  year  commencing  with  the  first  May 15 after  the  first  issuance  of
Securities pursuant to this Indenture, the Trustee shall transmit by mail to all

                                      -37-

Holders of Securities as provided in TIA Section  313(c) a brief report dated as
of such May 15 if required by TIA Section 313(a).

                 SECTION 703.  Reports by Company.  The Company will:

                           (1) file with the  Trustee,  within 15 days after the
         Company is required to file the same with the Commission, 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  Commission  may
         from time to time by rules and regulations prescribe) which the Company
         may be required to file with the  Commission  pursuant to Section 13 or
         Section  15(d)  of the  Securities  Exchange  Act of 1934;  or,  if the
         Company  is not  required  to file  information,  documents  or reports
         pursuant to either of such Sections, then it will file with the Trustee
         and the Commission, in accordance with rules and regulations prescribed
         from  time to time by the  Commission,  such of the  supplementary  and
         periodic  information,  documents  and  reports  which may be  required
         pursuant  to  Section  13 of the  Securities  Exchange  Act of  1934 in
         respect of a security  listed and  registered on a national  securities
         exchange  as may be  prescribed  from  time to time in such  rules  and
         regulations;

                           (2) file  with the  Trustee  and the  Commission,  in
         accordance with rules and  regulations  prescribed from time to time by
         the Commission, such additional information, documents and reports with
         respect to compliance by the Company with the  conditions and covenants
         of this  Indenture  as may be required  from time to time by such rules
         and regulations; and

                           (3)  transmit by mail to the  Holders of  Securities,
         within 30 days after the filing thereof with the Trustee, in the manner
         and to the extent provided in TIA Section 313(c), such summaries of any
         information,  documents and reports required to be filed by the Company
         pursuant to  paragraphs  (1) and (2) of this section as may be required
         by  rules  and  regulations   prescribed  from  time  to  time  by  the
         Commission.

                 SECTION 704.  Company to Furnish to Trustee Names and Addresses
of Holders. The Company will furnish or cause to be furnished to the Trustee:

                 (a)  semi-annually,  not later than 25 days  after the  Regular
Record Date for interest for each series of Securities,  a list, in such form as
the Trustee may reasonably require, of the names and addresses of the Holders of
Registered Securities of such series as of such Regular Record Date, or if there
is  no  Regular  Record  Date  for  interest  for  such  series  of  Securities,
semiannually,  upon  such  dates as are set  forth in the  Board  Resolution  or
indenture supplemental hereto authorizing such series, and

                 (b) at such other  times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such  request,  a list of
similar  form and  content  as of a date not more than 15 days prior to the time
such list is furnished;

provided,  however,  that, so long as the Trustee is the Security Registrar,  no
such list shall be required to be furnished.

                                      -38-

                                  ARTICLE EIGHT

                    MERGER, CONSOLIDATION, AND SALE OF ASSETS

                 SECTION 801. Mergers and  Consolidations of Company and Sale of
Assets.  The Company shall not consolidate or merge with or into (whether or not
the Company is the surviving  corporation),  or sell, assign,  transfer,  lease,
convey or otherwise  dispose of all or  substantially  all of its  properties or
assets in one or more related  transactions,  to another  Person  unless (a) the
Company is the  surviving  corporation  or the entity or the Person formed by or
surviving  any such  consolidation  or merger (if other than the  Company) or to
which such sale, assignment,  transfer,  lease,  conveyance or other disposition
shall have been made is a  corporation  organized or existing  under the laws of
the United States, any state thereof or the District of Columbia; (b) the Person
formed by or  surviving  any such  consolidation  or merger  (if other  than the
Company)  or the  Person  to  which  such  sale,  assignment,  transfer,  lease,
conveyance or other disposition shall have been made assumes all the obligations
of  the  Company  under  the  Securities  and  this  Indenture  (pursuant  to  a
supplemental  indenture  complying  with  Article  Nine  hereof  and  in a  form
reasonably  satisfactory  to  the  Trustee);  and  (c)  immediately  after  such
transaction no Event of Default,  and no event which,  after notice or the lapse
of time, or both, would become an Event of Default, exists.

                 SECTION  802.  Rights and Duties of Successor  Corporation.  In
case of any such consolidation,  merger,  sale, lease or conveyance and upon any
such assumption by the successor  corporation,  such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been  named  herein  as the  party  of  the  first  part,  and  the  predecessor
corporation,  except in the event of a lease,  shall be  relieved of any further
obligation under this Indenture and the Securities.  Such successor  corporation
thereupon may cause to be signed, and may issue either in its own name or in the
name of the  Company,  any or all of the  Securities  issuable  hereunder  which
theretofore  shall not have been  signed by the  Company  and  delivered  to the
Trustee;  and,  upon the order of such  successor  corporation,  instead  of the
Company,  and  subject  to all the terms,  conditions  and  limitations  in this
Indenture  prescribed,  the Trustee  shall  authenticate  and shall  deliver any
Securities which previously shall have been signed and delivered by the officers
of the Company to the Trustee for authentication,  and any Securities which such
successor  corporation  thereafter shall cause to be signed and delivered to the
Trustee for that  purpose.  All the  Securities  so issued shall in all respects
have the same legal rank and  benefit  under this  Indenture  as the  Securities
theretofore or thereafter  issued in accordance with the terms of this Indenture
as though all of such  Securities  had been issued at the date of the  execution
hereof.

                 In case of any  such  consolidation,  merger,  sale,  lease  or
conveyance,  such changes in phraseology  and form (but not in substance) may be
made in the Securities thereafter to be issued as may be appropriate.


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

                 SECTION  901.   Supplemental   Indentures  Without  Consent  of
Holders.  Without  the  consent of any Holders of  Securities  or  coupons,  the
Company, when authorized by or pursuant to a Board Resolution,  and the Trustee,
at any  time  and  from  time to time,  may  enter  into one or more  indentures
supplemental  hereto,  in  form  satisfactory  to the  Trustee,  for  any of the
following purposes:

                           (1) to evidence the  succession of another  Person to
         the Company and the  assumption by any such  successor of the covenants
         of the Company herein and in the Securities contained; or

                           (2) to add to the  covenants  of the  Company for the
         benefit of the Holders of all or any series of Securities  (and if such
         covenants  are to be for  the  benefit  of  less  than  all  series  of
         Securities,  stating that such  covenants are expressly  being included
         solely for the  benefit of such  series) or to  surrender  any right or
         power herein conferred upon the Company; or

                                      -39-

                           (3) to add any  additional  Events of Default for the
         benefit of the Holders of all or any series of Securities  (and if such
         Events of Default  are to be for the benefit of less than all series of
         Securities,  stating  that such Events of Default are  expressly  being
         included  solely for the benefit of such  series);  provided,  however,
         that  in  respect  of  any  such  additional  Events  of  Default  such
         supplemental  indenture  may provide for a  particular  period of grace
         after default  (which period may be shorter or longer than that allowed
         in the  case  of  other  defaults)  or  may  provide  for an  immediate
         enforcement  upon such default or may limit the  remedies  available to
         the Trustee  upon such default or may limit the right of the Holders of
         a majority in  aggregate  principal  amount of that or those  series of
         Securities  to which such  additional  Events of Default apply to waive
         such default; or

                           (4) to add to or change any of the provisions of this
         Indenture to provide that Bearer  Securities  may be  registrable as to
         principal,  to change or eliminate any  restrictions  on the payment of
         principal of or any premium or interest on Bearer Securities, to permit
         Bearer  Securities to be issued in exchange for Registered  Securities,
         to  permit  Bearer  Securities  to be  issued in  exchange  for  Bearer
         Securities of other authorized denominations or to permit or facilitate
         the issuance of Securities in uncertificated form;  provided,  that any
         such action shall not adversely  affect the interests of the Holders of
         Securities  of  any  series  or any  related  coupons  in any  material
         respect; or

                           (5) to change or eliminate  any of the  provisions of
         this  Indenture;  provided  that any such change or  elimination  shall
         become  effective  only when there is no  Security  Outstanding  of any
         series  created prior to the execution of such  supplemental  indenture
         which is entitled to the benefit of such provision; or

                           (6)      to secure the Securities; or

                           (7) to establish  the form or terms of  Securities of
         any series and any related  coupons as  permitted  by Sections  201 and
         301,  including the provisions  and  procedures  relating to Securities
         convertible into Common Shares or Preferred  Shares of the Company,  as
         the case may be; or

                           (8) 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

                           (9) to cure any  ambiguity,  to correct or supplement
         any provision  herein which may be defective or  inconsistent  with any
         other provision herein, or to make any other provisions with respect to
         matters or questions  arising under this  Indenture  which shall not be
         inconsistent  with the  provisions  of this  Indenture;  provided  such
         provisions  shall not adversely  affect the interests of the Holders of
         Securities  of  any  series  or any  related  coupons  in any  material
         respect; or

                           (10)  to  supplement  any of the  provisions  of this
         Indenture to such extent as shall be necessary to permit or  facilitate
         the  defeasance  and discharge of any series of Securities  pursuant to
         Sections  401,  1402 and 1403;  provided that any such action shall not
         adversely  affect the  interests of the Holders of  Securities  of such
         series and any related coupons or any other series of Securities in any
         material respect.

                 SECTION 902.  Supplemental  Indentures with Consent of Holders.
With the consent of the Holders of not less than a majority in principal  amount
of all Outstanding Securities affected by such supplemental indenture, by Act of
said  Holders  delivered  to the  Company and the  Trustee,  the  Company,  when
authorized by or pursuant to a Board Resolution,  and the Trustee may enter into
an indenture  or  indentures  supplemental  hereto for the purpose of adding any
provisions to or changing in any manner or eliminating  any of the provisions of
this  Indenture  or of  modifying  in any manner  the  rights of the  Holders of
Securities and any related coupons under this Indenture; provided, 

                                      -40-

however,  that no such supplemental  indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby:

                           (1) change the Stated  Maturity of the  principal  of
         (or premium, if any, on) or any installment of principal of or interest
         on, any Security; or reduce the principal amount thereof or the rate or
         amount of interest thereon or any Additional Amounts payable in respect
         thereof,  or any premium payable upon the redemption thereof, or change
         any  obligation of the Company to pay  Additional  Amounts  pursuant to
         Section 1007 (except as contemplated by Section 801(i) and permitted by
         Section  901(1)),  or reduce the amount of the principal of an Original
         Issue  Discount   Security  that  would  be  due  and  payable  upon  a
         declaration of acceleration of the Maturity thereof pursuant to Section
         502 or the amount  thereof  provable in bankruptcy  pursuant to Section
         504, or  adversely  affect any right of  repayment at the option of the
         Holder of any Security,  or change any Place of Payment  where,  or the
         currency or currencies, currency unit or units or composite currency or
         currencies  in which,  any  Security  or any  premium  or the  interest
         thereon  is  payable,  or impair  the right to  institute  suit for the
         enforcement of any such payment on or after the Stated Maturity thereof
         (or,  in the case of  redemption  or  repayment  at the  option  of the
         Holder,  on or after the Redemption  Date or the Repayment Date, as the
         case may be), or

                           (2) reduce the percentage in principal  amount of the
         Outstanding  Securities of any series,  the consent of whose Holders is
         required for any such supplemental  indenture,  or the consent of whose
         Holders is  required  for any waiver  with  respect to such  series (or
         compliance  with  certain  provisions  of  this  Indenture  or  certain
         defaults  hereunder  and  their  consequences)  provided  for  in  this
         Indenture,  or reduce the  requirements  of Section  1504 for quorum or
         voting, or

                           (3) modify  any of the  provisions  of this  Section,
         Section 513 or Section 1008, except to increase the required percentage
         to effect such action or to provide that certain  other  provisions  of
         this Indenture  cannot be modified or waived without the consent of the
         Holder of each Outstanding Security affected thereby.

                 It shall not be  necessary  for any Act of  Holders  under this
Section to approve the particular form of any proposed  supplemental  indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

                 A  supplemental  indenture  which  changes  or  eliminates  any
covenant or other  provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities,  or which
modifies the rights of the Holders of  Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.

                 SECTION  903.   Execution  of   Supplemental   Indentures.   In
executing,  or accepting  the  additional  trusts  created by, any  supplemental
indenture  permitted by this Article or the  modification  thereby of the trusts
created by this Indenture,  the Trustee shall be entitled to receive,  and 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 may, but shall not be obligated  to, enter into any such
supplemental  indenture  which  affects  the  Trustee's  own  rights,  duties or
immunities under this Indenture or otherwise.

                 SECTION  904.  Effect  of  Supplemental  Indentures.  Upon  the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith and such supplemental indenture shall form a
part  of this  Indenture  for all  purposes;  and  every  Holder  of  Securities
theretofore  or  thereafter  authenticated  and  delivered  hereunder and of any
coupon appertaining thereto shall be bound thereby.

                 SECTION  905.   Conformity  with  Trust  Indenture  Act.  Every
supplemental  indenture  executed  pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

                                      -41-

                 SECTION  906.   Reference   in   Securities   to   Supplemental
Indentures.  Securities  of any series  authenticated  and  delivered  after the
execution of any supplemental indenture pursuant to this Article may, and shall,
if required by the Trustee,  bear a notation in form  approved by the Trustee as
to any matter provided for in such supplemental  indenture. If the Company shall
so determine,  new  Securities  of any series so modified as to conform,  in the
opinion of the Trustee and the Company,  to any such supplemental  indenture may
be prepared and executed by the Company and  authenticated  and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                                   ARTICLE TEN

                                    COVENANTS

                 SECTION 1001. Payment of Principal,  Premium,  if any, Interest
and Additional Amounts.  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 premium,  if any) and interest on and any  Additional  Amounts
payable in respect of the Securities of that series in accordance with the terms
of such  series  of  Securities,  any  coupons  appertaining  thereto  and  this
Indenture.  Unless  otherwise  specified  as  contemplated  by Section  301 with
respect to any series of  Securities,  any  interest  due on and any  Additional
Amounts  payable in respect of Bearer  Securities on or before  Maturity,  other
than Additional  Amounts, if any, payable as provided in Section 1007 in respect
of principal of (or premium, if any, on) such a Security,  shall be payable only
upon  presentation  and  surrender  of the  several  coupons  for such  interest
installments as are evidenced thereby as they severally mature. Unless otherwise
specified  with respect to Securities of any series  pursuant to Section 301, at
the option of the Company, all payments of principal may be paid by check to the
registered  Holder of the Registered  Security or other person entitled  thereto
against surrender of such Security.

                 SECTION 1002. Maintenance of Office or Agency. If Securities of
a series are issuable only as Registered Securities,  the Company shall maintain
in each Place of Payment for any series of  Securities an office or agency where
Securities  of that  series  may be  presented  or  surrendered  for  payment or
conversion,  where Securities of that series may be surrendered for registration
of transfer or exchange, and where notices and demands to or upon the Company in
respect of the  Securities of that series and this  Indenture may be served.  If
Securities  of a series are  issuable as Bearer  Securities,  the  Company  will
maintain:  (A) in the Borough of  Manhattan,  The City of New York, an office or
agency  where any  Registered  Securities  of that  series may be  presented  or
surrendered for payment or conversion,  where any Registered  Securities of that
series may be surrendered for registration of transfer, where Securities of that
series may be surrendered for exchange, where notices and demands to or upon the
Company in respect of the  Securities  of that series and this  Indenture may be
served and where  Bearer  Securities  of that series and related  coupons may be
presented  or  surrendered  for  payment  or  conversion  in  the  circumstances
described in the following  paragraph  (and not  otherwise);  (B) subject to any
laws or regulations  applicable  thereto,  in a Place of Payment for that series
which is located outside the United States, an office or agency where Securities
of that series and related  coupons may be presented and surrendered for payment
(including  payment of any  Additional  Amounts  payable on  Securities  of that
series pursuant to Section 1007) or conversion;  provided,  however, that if the
Securities  of that series are listed on the  Luxembourg  Stock  Exchange or any
other stock exchange  located  outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent for the Securities of
that series in Luxembourg or any other required city located  outside the United
States,  as the case may be, so long as the Securities of that series are listed
on such exchange; and (C) subject to any laws or regulations applicable thereto,
in a Place of Payment  for that  series  located  outside  the United  States an
office  or  agency  where  any  Registered  Securities  of  that  series  may be
surrendered for registration of transfer, where Securities of that series may be
surrendered for exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this  Indenture may be served.  The
Company will give prompt written notice to the Trustee of the location,  and any
change in the  location,  of each  such  office  or  agency.  If at any time the
Company shall fail to maintain any such required  office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the  Corporate  Trust Office of the
Trustee,  except that Bearer  Securities of that series and the related  coupons
may  be  presented  and  surrendered  for  payment  (including  payment  of  any
Additional  Amounts  payable on Bearer  Securities  of that  series  pursuant to
Section 1007) or conversion at the offices  specified in the Security in London,
England,  and the Company hereby  appoints the same as its agent to receive such
respective  presentations,  surrenders,  notices  and  demands,  and the Company

                                      -42-

hereby  appoints  the  Trustee  its  agent to  receive  all such  presentations,
surrenders, notices and demands.

                 Unless  otherwise  specified  with  respect  to any  Securities
pursuant  to Section  301,  no payment of  principal,  premium or interest on or
Additional  Amounts in respect of Bearer  Securities shall be made at any office
or agency of the Company in the United  States or by check mailed to any address
in the United States or by transfer to an account maintained with a bank located
in the United States; provided, however, that, if the Securities of a series are
payable in Dollars,  payment of principal of and any premium and interest on any
Bearer Security  (including any Additional Amounts payable on Securities of such
series  pursuant to Section  1007) shall be made at the office of the  Company's
Paying  Agent in the City of Boston,  if (but only if) payment in Dollars of the
full amount of such principal,  premium,  interest or Additional Amounts, as the
case may be, at all offices or agencies outside the United States maintained for
such purpose by the Company in  accordance  with this  Indenture,  is illegal or
effectively precluded by exchange controls or other similar restrictions.

                 The Company may from time to time  designate  one or more other
offices or agencies  where the Securities of one or more series may be presented
or  surrendered  for any or all of such  purposes,  and  may  from  time to time
rescind  such  designation;  provided,  however,  that  no such  designation  or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in  accordance  with the  requirements  set forth  above 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 location of any such other office or agency. Unless otherwise specified with
respect to any  Securities  pursuant to Section 301 with  respect to a series of
Securities,  the Company hereby designates as a Place of Payment for each series
of  Securities  the office or agency of the  Company in the City of Boston,  and
initially  appoints the Trustee at its Corporate Trust Office as Paying Agent in
such  city and as its  agent to  receive  all  such  presentations,  surrenders,
notices and demands.

                 Unless  otherwise  specified  with  respect  to any  Securities
pursuant to Section 302, if and so long as the  Securities of any series (i) are
denominated in a Foreign  Currency or (ii) may be payable in a Foreign  Currency
or so long as it is required under any other provision of this  Indenture,  then
the Company will maintain with respect to each such series of Securities,  or as
so required, at least one exchange rate agent.

                 SECTION  1003.  Money  for  Securities  Payments  to Be Held in
Trust. If the Company shall at any time act as its own Paying Agent with respect
to any series of any  Securities and any related  coupons,  it will, by no later
than 11:00 am (Boston  time) on each due date of the  principal of (and premium,
if any),  or  interest  on or  Additional  Amounts  in  respect  of,  any of the
Securities  of that series,  segregate  and hold in trust for the benefit of the
Persons entitled  thereto a sum in the currency or currencies,  currency unit or
units or composite currency or currencies in which the Securities of such series
are  payable  (except as  otherwise  specified  pursuant  to Section 301 for the
Securities of such series) sufficient to pay the principal (and premium, if any)
or interest or Additional  Amounts so becoming due until such sums shall be paid
to such Persons or otherwise  disposed of as herein provided,  and will promptly
notify the Trustee of its action or failure so to act.

                 Whenever the Company  shall have one or more Paying  Agents for
any series of Securities and any related coupons, it will, on or before each due
date of the  principal of (and  premium,  if any),  or interest on or Additional
Amounts in respect of, any  Securities  of that  series,  deposit  with a Paying
Agent a sum (in the currency or currencies,  currency unit or units or composite
currency or currencies described in the preceding  paragraph)  sufficient to pay
the  principal  (and  premium,  if any) or interest or  Additional  Amounts,  so
becoming  due,  such  sum to be held in trust  for the  benefit  of the  Persons
entitled  to such  principal,  premium or  interest  or  Additional  Amounts and
(unless such Paying Agent is the Trustee) the Company will  promptly  notify the
Trustee of its action or failure so to act.

                 The Company will cause each Paying Agent other than the Trustee
to execute and deliver to the Trustee an  instrument  in which such Paying Agent
shall agree with the Trustee,  subject to the  provisions of this Section,  that
such Paying Agent will

                                      -43-

                           (1)  hold  all  sums  held by it for the  payment  of
         principal of (and  premium,  if any) or interest on Securities in trust
         for the benefit of the Persons  entitled  thereto until such sums shall
         be paid to such Persons or otherwise disposed of as herein provided;

                           (2) give the  Trustee  notice of any  default  by the
         Company (or any other obligor upon the Securities) in the making of any
         such payment of principal (and premium, if any) or interest; and

                           (3) at any time  during the  continuance  of any such
         default, upon the written request of the Trustee,  forthwith pay to the
         Trustee all sums so held in trust by such Paying Agent.

                 The Company may at any time,  for the purpose of obtaining  the
satisfaction  and discharge of this Indenture or for any other purpose,  pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying  Agent,  such sums to be held by the Trustee
upon the same  trusts as those upon which such sums were held by the  Company or
such Paying  Agent;  and,  upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further  liability  with respect to
such sums.

                 Except as otherwise  provided in the  Securities of any series,
any money  deposited  with the Trustee or any Paying Agent,  or then held by the
Company,  in trust for the payment of the principal of (and premium,  if any) or
interest on, or any Additional Amounts in respect of, any Security of any series
and remaining  unclaimed  for two years after such  principal  (and premium,  if
any), interest or Additional Amounts has become due and payable shall be paid to
the  Company  upon  Company  Request or (if then held by the  Company)  shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an  unsecured  general  creditor,  look only to the  Company for payment of such
principal of (and premium,  if any) or interest on, or any Additional Amounts in
respect of, such Security,  without interest  thereon,  and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee  thereof,  shall thereupon cease;  provided,  however,
that the Trustee or such Paying  Agent,  before being  required to make any such
repayment,  may at the expense of the Company cause to be published  once, in an
Authorized Newspaper, notice that such money remains unclaimed and that, after a
date  specified  therein,  which shall not be less than 30 days from the date of
such  publication,  any unclaimed  balance of such money then  remaining will be
repaid to the Company.

                 SECTION 1004. Existence.  Subject to Article Eight, the Company
will do or cause to be done all things  necessary  to preserve  and keep in full
force  and  effect  its  existence,   rights  (declaration  and  statutory)  and
franchises;  provided,  however,  that the  Company  shall  not be  required  to
preserve  any  right  or  franchise  if  the  Board  shall  determine  that  the
preservation  thereof is no longer  desirable  in the conduct of the business of
the Company.

                 SECTION 1005.  Provision of Financial  Information.  Whether or
not  required  by the rules and  regulations  of the SEC,  so long as any of the
Securities  are  outstanding,  the Company  will  furnish to the Holders (i) all
quarterly  and  annual  financial  information  that  would  be  required  to be
contained  in a filing with the SEC on Forms 10-Q and 10-K if the  Company  were
required to file such Forms,  including a "Management's  Discussion and Analysis
of  Financial  Condition  and Results of  Operations"  and,  with respect to the
annual information only, a report thereon by the Company's certified independent
accountants  and (ii) all  financial  information  that would be  required to be
included in a Form 8-K filed with the SEC if the Company  were  required to file
such reports. In addition,  whether or not required by the rules and regulations
of the SEC,  the Company  will file a copy of all such  information  and reports
with the SEC for public  availability  (unless  the SEC will not  accept  such a
filing)  and make such  information  available  to  investors  who request it in
writing.  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.

                 SECTION  1006.  Statement  as to  Compliance.  The Company will
deliver to the  Trustee,  within 120 days after the end of each fiscal  year,  a
brief  certificate from the principal  executive  officer,  principal  financial
officer  or  principal  accounting  officer  as to his or her  knowledge  of the
Company's compliance with all conditions and covenants under this Indenture and,
in the event of any noncompliance,  specifying such noncompliance and the nature

                                      -44-

and status thereof.  For purposes of this Section 1006, such compliance shall be
determined  without regard to any period of grace or requirement of notice under
this Indenture.

                 SECTION 1007. Additional Amounts. If any Securities of a series
provide  for the payment of  Additional  Amounts,  the  Company  will pay to the
Holder  of any  Security  of such  series  or any  coupon  appertaining  thereto
Additional  Amounts as may be specified as contemplated by Section 301. Whenever
in this  Indenture  there is  mentioned,  in any  context  except in the case of
Section  502(1),  the payment of the principal of or any premium or interest on,
or in respect of, any Security of any series or payment of any related coupon or
the net proceeds received on the sale or exchange of any Security of any series,
such  mention  shall be deemed to include  mention of the payment of  Additional
Amounts provided by the terms of such series established pursuant to Section 301
to the extent that,  in such context,  Additional  Amounts are, were or would be
payable in respect  thereof  pursuant to such terms and  express  mention of the
payment of Additional Amounts (if applicable) in any provisions hereof shall not
be construed as excluding  Additional  Amounts in those provisions  hereof where
such express mention is not made.

                 Except as otherwise  specified as  contemplated by Section 301,
if the Securities of a series provide for the payment of Additional  Amounts, at
least 20 days  prior to the first  Interest  Payment  Date with  respect to that
series of Securities (or if the Securities of that series will not bear interest
prior to Maturity, the first day on which a payment of principal and any premium
is made),  and at least 10 days prior to each date of payment of  principal  and
any premium or interest if there has been any change with respect to the matters
set forth in the below-mentioned Officers' Certificate, the Company will furnish
the Trustee and the Company's  principal Paying Agent or Paying Agents, if other
than the Trustee, with an Officers' Certificate instructing the Trustee and such
Paying  Agent or Paying  Agents  whether  such  payment of  principal of and any
premium or interest on the Securities of that series shall be made to Holders of
Securities  of that  series or any  related  coupons  who are not United  States
persons without  withholding  for or on account of any tax,  assessment or other
governmental  charge  described  in the  Securities  of the series.  If any such
withholding shall be required,  then such Officers' Certificate shall specify by
country the  amount,  if any,  required to be withheld on such  payments to such
Holders of Securities of that series or related coupons and the Company will pay
to the Trustee or such Paying Agent the Additional Amounts required by the terms
of such  Securities.  In the event that the Trustee or any Paying Agent,  as the
case may be,  shall not so receive  the  above-mentioned  certificate,  then the
Trustee  or such  Paying  Agent  shall be  entitled  (i) to assume  that no such
withholding or deduction is required with respect to any payment of principal or
interest with respect to any Securities of a series or related  coupons until it
shall  have  received  a  certificate  advising  otherwise  and (ii) to make all
payments of principal and interest with respect to the Securities of a series or
related coupons without  withholding or deductions until otherwise advised.  The
Company covenants to indemnify the Trustee and any Paying Agent for, and to hold
them  harmless  against,  any loss,  liability  or expense  reasonably  incurred
without  negligence  or bad faith on their part arising out of or in  connection
with  actions  taken or omitted by any of them or in reliance  on any  Officers'
Certificate  furnished  pursuant to this Section or in reliance on the Company's
not furnishing such an Officers' Certificate.

                 SECTION 1008. Waiver of Certain Covenants. The Company may omit
in any particular  instance to comply with any term,  provision or condition set
forth in Sections 1004 or 1005, if before or after the time for such  compliance
the  Holders  of at least a  majority  in  principal  amount of all  outstanding
Securities of such series, by Act of such Holders,  either waive such compliance
in such instance or generally waive  compliance with such covenant or condition,
but no such waiver shall extend to or affect such  covenant or condition  except
to the  extent  so  expressly  waived,  and,  until  such  waiver  shall  become
effective,  the  obligations  of the  Company  and the duties of the  Trustee in
respect of any such term,  provision or condition shall remain in full force and
effect.

                                      -45-

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

                 SECTION  1101.  Applicability  of  Article.  Securities  of any
series which are redeemable  before their Stated Maturity shall be redeemable in
accordance  with their terms and (except as otherwise  specified as contemplated
by Section 301 for Securities of any series) in accordance with this Article.

                 SECTION  1102.  Election  to  Redeem;  Notice to  Trustee.  The
election  of the  Company  to redeem any  Securities  shall be  evidenced  by or
pursuant to a Board Resolution. In case of any redemption at the election of the
Company of less than all of the Securities of any series,  the Company shall, at
least 45 days prior to the giving of the notice of  redemption  in Section  1104
(unless a shorter  notice  shall be  satisfactory  to the  Trustee),  notify the
Trustee of such  Redemption  Date and of the  principal  amount of Securities of
such series to be redeemed. In the case of any redemption of Securities prior to
the expiration of any  restriction on such  redemption  provided in the terms of
such  Securities or elsewhere in this  Indenture,  the Company shall furnish the
Trustee  with  an  Officers'   Certificate   evidencing   compliance  with  such
restriction.

                 SECTION  1103.   Selection  by  Trustee  of  Securities  to  Be
Redeemed.  If less than all the  Securities of any series issued on the same day
with the same terms are to be redeemed, the particular Securities to be redeemed
shall be  selected  not more than 60 days  prior to the  Redemption  Date by the
Trustee, from the Outstanding Securities of such series issued on such date with
the same terms not  previously  called  for  redemption,  by such  method as the
Trustee shall deem fair and  appropriate and which may provide for the selection
for redemption of portions  (equal to the minimum  authorized  denomination  for
Securities  of that series or any integral  multiple  thereof) of the  principal
amount of  Securities of such series of a  denomination  larger than the minimum
authorized denomination for Securities of that series.

                 The Trustee shall promptly  notify the Company and the Security
Registrar  (if other than  itself) in writing  of the  Securities  selected  for
redemption and, in the case of any Securities  selected for partial  redemption,
the principal amount thereof to be redeemed.

                 For  all  purposes  of  this  Indenture,   unless  the  context
otherwise  requires,  all  provisions  relating to the  redemption of Securities
shall  relate,  in the case of any Security  redeemed or to be redeemed  only in
part, to the portion of the principal  amount of such Security which has been or
is to be redeemed.

                 SECTION 1104. Notice of Redemption.  Notice of redemption shall
be given in the manner  provided in Section 106 and as may be further  specified
in an indenture supplemental hereto, not less than 30 days nor more than 60 days
prior to the Redemption Date,  unless a shorter period is specified by the terms
of such series established pursuant to Section 301, to each Holder of Securities
to be redeemed, but failure to give such notice in the manner herein provided to
the Holder of any Security  designated  for redemption as a whole or in part, or
any defect in the notice to any such  Holder,  shall not affect the  validity of
the  proceedings  for the  redemption  of any other  such  Security  or  portion
thereof.

                 Any  notice  that  is  mailed  to  the  Holders  of  Registered
Securities in the manner herein provided shall be conclusively  presumed to have
been duly given, whether or not such Holders receive such notice.

                 All notices of redemption shall state:

                           (1) the Redemption Date,

                           (2) the  Redemption  Price,  accrued  interest to the
         Redemption  Date  payable as  provided  in Section  1106,  if any,  and
         Additional Amounts, if any,

                                      -46-

                           (3) if less than all  Outstanding  Securities  of any
         series are to be  redeemed,  the  identification  (and,  in the case of
         partial redemption, the principal amount) of the particular Security or
         Securities to be redeemed,

                           (4) in case any  Security  is to be  redeemed in part
         only, the notice which relates to such Security shall state that on and
         after the Redemption Date, upon surrender of such Security,  the holder
         will  receive,   without  charge,  a  new  Security  or  Securities  of
         authorized  denominations  for the principal  amount thereof  remaining
         unredeemed,

                           (5) that on the Redemption Date the Redemption  Price
         and accrued  interest  to the  Redemption  Date  payable as provided in
         Section  1106,  if any,  will  become  due and  payable  upon each such
         Security,  or the portion  thereof,  to be redeemed and, if applicable,
         that interest thereon shall cease to accrue on and after said date,

                           (6)  the  Place  or  Places  of  Payment  where  such
         Securities,  together in the case of Bearer Securities with all coupons
         appertaining  thereto,  if any, maturing after the Redemption Date, are
         to be  surrendered  for  payment of the  Redemption  Price and  accrued
         interest, if any, or for conversion,

                           (7) that the  redemption  is for a sinking  fund,  if
         such is the case,

                           (8) that unless  otherwise  specified in such notice,
         Bearer  Securities of any series,  if any,  surrendered  for redemption
         must  be  accompanied  by  all  coupons  maturing   subsequent  to  the
         Redemption  Date or the  amount of any such  missing  coupon or coupons
         will  be  deducted  from  the  Redemption  Price,  unless  security  or
         indemnity  satisfactory to the Company, the Trustee for such series and
         any Paying Agent is furnished,

                           (9) if  Bearer  Securities  of any  series  are to be
         redeemed  and any  Registered  Securities  of such series are not to be
         redeemed, and if such Bearer Securities may be exchanged for Registered
         Securities not subject to redemption on this  Redemption  Date pursuant
         to Section  305 or  otherwise,  the last  date,  as  determined  by the
         Company, on which such exchanges may be made,

                           (10) the CUSIP number of such Security, if any, and

                           (11) if  applicable,  that a Holder of Securities who
         desires  to  convert   Securities  for  redemption   must  satisfy  the
         requirements  for  conversion  contained in such  Securities,  the then
         existing  conversion  price  or rate,  and the  date and time  when the
         option to convert shall expire.

                 Notice of  redemption  of  Securities  to be redeemed  shall be
given by the Company or, at the  Company's  request,  by the Trustee in the name
and at the expense of the Company.

                 SECTION 1105. Deposit of Redemption Price. On or prior to 11:00
am (Boston  time) on any  Redemption  Date,  the Company  shall deposit with the
Trustee or with a Paying  Agent (or,  if the Company is acting as its own Paying
Agent,  which it may not do in the case of a sinking fund payment  under Article
Twelve,  segregate  and hold in trust as provided in Section  1003) an amount of
money in the  currency  or  currencies,  currency  unit or  units  or  composite
currency  or  currencies  in which the  Securities  of such  series are  payable
(except as otherwise  specified  pursuant to Section 301 for the  Securities  of
such series)  sufficient to pay on the Redemption Date the Redemption  Price of,
and (except if the  Redemption  Date shall be an Interest  Payment Date) accrued
interest on, all the Securities or portions  thereof which are to be redeemed on
that date.

                 SECTION 1106.  Securities Payable on Redemption Date. Notice of
redemption  having been given as  aforesaid,  the  Securities  so to be redeemed
shall, on the Redemption  Date,  become due and payable at the Redemption  Price
therein  specified  in the  currency or  currencies,  currency  unit or units or
composite  currency or  currencies  in which 

                                      -47-

the  Securities  of such  series  are  payable  (except as  otherwise  specified
pursuant  to Section  301 for the  Securities  of such  series)  (together  with
accrued interest,  if any, to the Redemption Date), and from and after such date
(unless the Company  shall  default in the payment of the  Redemption  Price and
accrued  interest) such  Securities  shall,  if the same were  interest-bearing,
cease to bear  interest and the coupons for such  interest  appertaining  to any
Bearer Securities so to be redeemed,  except to the extent provided below, shall
be void.  Upon surrender of any such Security for redemption in accordance  with
said notice,  together with all coupons, if any,  appertaining  thereto maturing
after the  Redemption  Date,  such Security  shall be paid by the Company at the
Redemption  Price,  together with accrued  interest,  if any, to the  Redemption
Date;  provided,  however,  that  installments of interest on Bearer  Securities
whose  Stated  Maturity is on or prior to the  Redemption  Date shall be payable
only at an office  or agency  located  outside  the  United  States  (except  as
otherwise  provided  in  Section  1002)  and,  unless  otherwise   specified  as
contemplated by Section 301, only upon presentation and surrender of coupons for
such  interest;  and provided  further that,  except as otherwise  provided with
respect to Securities  convertible into Common Shares or Preferred Shares of the
Company, installments of interest on Registered Securities whose Stated Maturity
is on or prior to the  Redemption  Date shall be payable to the  Holders of such
Securities,  or one or more  Predecessor  Securities,  registered as such at the
close of business on the relevant  Record Dates according to their terms and the
provisions of Section 307.

                 If any Bearer Security  surrendered for redemption shall not be
accompanied by all appurtenant  coupons maturing after the Redemption Date, such
Security may be paid after  deducting from the Redemption  Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or  coupons  may be waived by the  Company  and the  Trustee  if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent  harmless.  If thereafter  the Holder of such Security
shall  surrender to the Trustee or any Paying  Agent any such missing  coupon in
respect of which a  deduction  shall have been made from the  Redemption  Price,
such  Holder  shall be entitled  to receive  the amount so  deducted;  provided,
however, that interest represented by coupons shall be payable only at an office
or agency  located  outside the United States  (except as otherwise  provided in
Section 1002) and,  unless  otherwise  specified as contemplated by Section 301,
only upon presentation and surrender of those coupons.

                  If any  Security  called for  redemption  shall not be so paid
upon  surrender  thereof for  redemption,  the principal  (and premium,  if any)
shall,  until paid,  bear interest from the Redemption Date at the rate borne by
the Security.

                 SECTION  1107.  Securities  Redeemed  in Part.  Any  Registered
Security  which is to be redeemed  only in part  (pursuant to the  provisions of
this Article or of Article  Twelve) shall be  surrendered  at a Place of Payment
therefor (with,  if the Company or the Trustee so requires,  due endorsement by,
or a written  instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly  authorized in
writing) and the Company shall execute and the Trustee  shall  authenticate  and
deliver to the Holder of such Security  without service charge a new Security or
Securities of the same series,  of any authorized  denomination  as requested by
such Holder in  aggregate  principal  amount  equal to and in  exchange  for the
unredeemed portion of the principal of the Security so surrendered.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

                 SECTION 1201.  Applicability of Article. The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities
of a series  except as otherwise  specified as  contemplated  by Section 301 for
Securities of such series.

                 The minimum amount of any sinking fund payment  provided for by
the terms of  Securities  of any series is herein  referred  to as a  "mandatory
sinking fund payment", and any payment in excess of such minimum amount provided
for by the terms of such  Securities  of any series is herein  referred to as an
"optional sinking fund payment".  If provided for by the terms of any Securities
of any series,  the cash amount of any  mandatory  sinking  fund  payment 

                                      -48-

may be subject to  reduction  as provided in Section  1202.  Each  sinking  fund
payment  shall be  applied  to the  redemption  of  Securities  of any series as
provided for by the terms of Securities of such series.

                 SECTION  1202.  Satisfaction  of  Sinking  Fund  Payments  with
Securities. The Company may, in satisfaction of all or any part of any mandatory
sinking fund payment with  respect to the  Securities  of a series,  (1) deliver
Outstanding  Securities  of such series  (other than any  previously  called for
redemption)  together in the case of any Bearer  Securities  of such series with
all unmatured coupons  appertaining thereto and (2) apply as a credit Securities
of such series  which have been  redeemed  either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted
optional  sinking fund  payments  pursuant to the terms of such  Securities,  as
provided  for by the terms of such  Securities,  or which  have  otherwise  been
acquired by the Company;  provided that such  Securities so delivered or applied
as a credit have not been  previously  so  credited.  Such  Securities  shall be
received  and  credited  for  such  purpose  by the  Trustee  at the  applicable
Redemption Price specified in such Securities for redemption  through  operation
of the sinking fund and the amount of such mandatory  sinking fund payment shall
be reduced accordingly.

                 SECTION 1203.  Redemption of Securities  for Sinking Fund.  Not
less than 60 days prior to each sinking fund payment date for  Securities of any
series,  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 in the  currency  or  currencies,
currency  unit or  units or  composite  currency  or  currencies  in  which  the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series) and the portion thereof,  if any,
which is to be satisfied by delivering  and crediting  Securities of that series
pursuant to Section 1202, and the optional  amount,  if any, to be added in cash
to the next ensuing mandatory sinking fund payment, and will also deliver to the
Trustee any  Securities  to be so  delivered  and  credited.  If such  Officers'
Certificate  shall  specify an  optional  amount to be added in cash to the next
ensuing mandatory sinking fund payment, the Company shall thereupon be obligated
to pay the amount  therein  specified.  Not less than 30 days  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 1103 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  1104.  Such  notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

                 SECTION 1301. Applicability of Article. Repayment of Securities
of any series  before  their  Stated  Maturity at the option of Holders  thereof
shall be made in  accordance  with the  terms of such  Securities,  if any,  and
(except as otherwise specified by the terms of such series established  pursuant
to Section 301) in accordance with this Article.

                 SECTION 1302. Repayment of Securities. Securities of any series
subject to  repayment  in whole or in part at the option of the Holders  thereof
will, unless otherwise provided in the terms of such Securities,  be repaid at a
price equal to the principal  amount  thereof,  together with interest,  if any,
thereon  accrued to the Repayment  Date specified in or pursuant to the terms of
such Securities.  The Company  covenants that on or before the Repayment Date it
will  deposit  with the  Trustee or with a Paying  Agent (or,  if the Company is
acting as its own  Paying  Agent,  segregate  and hold in trust as  provided  in
Section 1003) an amount of money in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities of such series
are  payable  (except as  otherwise  specified  pursuant  to Section 301 for the
Securities of such series)  sufficient to pay the principal  (or, if so provided
by the terms of the Securities of any series, a percentage of the principal) of,
and (except if the  Repayment  Date shall be an Interest  Payment  Date) accrued
interest on, all the Securities or portions  thereof,  as the case may be, to be
repaid on such date.

                                      -49-

                 SECTION  1303.  Exercise  of Option.  Securities  of any series
subject  to  repayment  at the option of the  Holders  thereof  will  contain an
"Option to Elect Repayment" form on the reverse of such Securities. In order for
any Security to be repaid at the option of the Holder,  the Trustee must receive
at the Place of Payment therefor  specified in the terms of such Security (or at
such other place or places of which the  Company  shall from time to time notify
the Holders of such  Securities) not earlier than 60 days nor later than 30 days
prior to the  Repayment  Date (1) the Security so providing  for such  repayment
together with the "Option to Elect  Repayment"  form on the reverse thereof duly
completed by the Holder or by the Holder's  attorney duly  authorized in writing
or (2) a telegram,  telex, facsimile transmission or a letter from a member of a
national securities exchange, or the National Association of Securities Dealers,
Inc.  ("NASD"),  or a  commercial  bank or trust  company in the  United  States
setting  forth the name of the Holder of the Security,  the principal  amount of
the  Security,  the  principal  amount of the  Security to be repaid,  the CUSIP
number,  if any,  or a  description  of the tenor and terms of the  Security,  a
statement that the option to elect  repayment is being  exercised  thereby and a
guarantee that the Security to be repaid,  together with the duly completed form
entitled  "Option to Elect  Repayment" on the reverse of the  Security,  will be
received by the Trustee not later than the fifth  Business Day after the date of
such telegram, telex, facsimile transmission or letter; provided,  however, that
such telegram,  telex,  facsimile transmission or letter shall only be effective
if such  Security  and form duly  completed  are received by the Trustee by such
fifth Business Day. If less than the entire principal amount of such Security is
to be repaid in accordance with the terms of such Security, the principal amount
of such Security to be repaid,  in increments  of the minimum  denomination  for
Securities of such series, and the denomination or denominations of the Security
or Securities to be issued to the Holder for the portion of the principal amount
of such Security  surrendered that is not to be repaid,  must be specified.  The
principal  amount of any security  providing  for repayment at the option of the
Holder  thereof  may not be repaid in part if,  following  such  repayment,  the
unpaid  principal  amount  of such  Security  would  be less  than  the  minimum
authorized denomination of Securities of the series of which such Security to be
repaid  is a part.  Except  as  otherwise  may be  provided  by the terms of any
Security  providing for repayment at the option of the Holder thereof,  exercise
of the repayment option by the Holder shall be irrevocable  unless waived by the
Company.

                 SECTION 1304.  When Securities  Presented for Repayment  Become
Due and Payable.  If  Securities  of any series  providing  for repayment at the
option of the Holders  thereof shall have been  surrendered  as provided in this
Article and as provided  by or  pursuant to the terms of such  Securities,  such
Securities  or the  portions  thereof,  as the case may be, to be  repaid  shall
become due and payable and shall be paid by the  Company on the  Repayment  Date
therein  specified,  and on and after such  Repayment  Date  (unless the Company
shall  default in the payment of such  Securities on such  Repayment  Date) such
Securities shall, if the same were interest-bearing,  cease to bear interest and
the coupons for such  interest  appertaining  to any Bearer  Securities so to be
repaid,  except to the extent provided  below,  shall be void. Upon surrender of
any such  Security for repayment in accordance  with such  provisions,  together
with all coupons,  if any,  appertaining  thereto  maturing  after the Repayment
Date, the principal amount of such Security so to be repaid shall be paid by the
Company,  together  with  accrued  interest,  if  any,  to the  Repayment  Date;
provided,  however,  that coupons  whose  Stated  Maturity is on or prior to the
Repayment Date shall be payable only at an office or agency located  outside the
United  States  (except  as  otherwise  provided  in Section  1002) and,  unless
otherwise  specified  pursuant  to  Section  301,  only  upon  presentation  and
surrender of such coupons;  and provided further that, in the case of Registered
Securities,  installments  of interest,  if any, whose Stated  Maturity is on or
prior to the  Repayment  Date shall be payable  (but without  interest  thereon,
unless the Company shall default in the payment  thereof) to the Holders of such
Securities,  or one or more  Predecessor  Securities,  registered as such at the
close of business on the relevant  Record Dates according to their terms and the
provisions of Section 307.

                 If any Bearer  Security  surrendered for repayment shall not be
accompanied by all appurtenant  coupons  maturing after the Repayment Date, such
Security  may be paid  after  deducting  from the  amount  payable  therefor  as
provided in Section  1302 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may  require  to save each of them and any  Paying  Agent  harmless.  If
thereafter  the Holder of such  Security  shall  surrender to the Trustee or any
Paying Agent any such missing coupon in respect of which a deduction  shall have
been made as provided in the preceding  sentence,  such Holder shall be entitled
to receive the amount so deducted;  provided, however, that interest represented
by coupons  shall be payable  only at an office or agency  located  

                                      -50-

outside the United  States  (except as otherwise  provided in Section 1002) and,
unless   otherwise   specified  as   contemplated  by  Section  301,  only  upon
presentation and surrender of those coupons.

                 If  the  principal  amount  of  any  Security  surrendered  for
repayment shall not be so repaid upon surrender  thereof,  such principal amount
(together with interest,  if any, thereon accrued to such Repayment Date) shall,
until paid,  bear interest  from the  Repayment  Date at the rate of interest or
Yield to Maturity (in the case of Original Issue Discount  Securities) set forth
in such Security.

                 SECTION 1305.  Securities Repaid in Part. Upon surrender of any
Registered  Security  which is to be  repaid in part  only,  the  Company  shall
execute and the  Trustee  shall  authenticate  and deliver to the Holder of such
Security,  without  service  charge  and at the  expense of the  Company,  a new
Registered  Security  or  Securities  of the  same  series,  of  any  authorized
denomination  specified by the Holder, in an aggregate principal amount equal to
and in exchange for the portion of the principal of such Security so surrendered
which is not to be repaid.


                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

                 SECTION 1401.  Applicability  of Article;  Company's  Option to
Effect Defeasance or Covenant Defeasance. If, pursuant to Section 301, provision
is made for either or both of (a)  defeasance  of the  Securities of or within a
series under  Section 1402 or (b) covenant  defeasance  of the  Securities of or
within a series  under  Section  1403,  then the  provisions  of such Section or
Sections, as the case may be, together with the other provisions of this Article
(with such  modifications  thereto as may be  specified  pursuant to Section 301
with respect to any Securities),  shall be applicable to such Securities and any
coupons  appertaining  thereto,  and the  Company  may at its  option  by  Board
Resolution,  at any  time,  with  respect  to such  Securities  and any  coupons
appertaining thereto, elect to have Section 1402 (if applicable) or Section 1403
(if  applicable)  be  applied to such  Outstanding  Securities  and any  coupons
appertaining thereto upon compliance with the conditions set forth below in this
Article.

                 SECTION  1402.  Defeasance  and  Discharge.  Upon the Company's
exercise of the above  option  applicable  to this  Section  with respect to any
Securities  of or  within a  series,  the  Company  shall be deemed to have been
discharged from its obligations with respect to such Outstanding  Securities and
any coupons appertaining thereto on the date the conditions set forth in Section
1404  are  satisfied  (hereinafter,   "defeasance").   For  this  purpose,  such
defeasance  means that the Company  shall be deemed to have paid and  discharged
the entire  indebtedness  represented  by such  Outstanding  Securities  and any
coupons   appertaining   thereto,   which  shall  thereafter  be  deemed  to  be
"Outstanding"  only for the purposes of Section  1405 and the other  Sections of
this Indenture  referred to in clauses (A) and (B) below,  and to have satisfied
all of its other obligations under such Securities and any coupons  appertaining
thereto  and  this  Indenture   insofar  as  such  Securities  and  any  coupons
appertaining  thereto  are  concerned  (and the  Trustee,  at the expense of the
Company,  shall execute proper instruments  acknowledging the same),  except for
the  following  which shall  survive  until  otherwise  terminated or discharged
hereunder:  (A) the  rights of Holders of such  Outstanding  Securities  and any
coupons appertaining thereto to receive, solely from the trust fund described in
Section 1404 and as more fully set forth in such Section, payments in respect of
the principal of (and premium, if any) and interest,  if any, on such Securities
and any  coupons  appertaining  thereto  when  such  payments  are due,  (B) the
Company's  obligations  with respect to such Securities under Sections 305, 306,
1002 and 1003 and with respect to the payment of Additional  Amounts, if any, on
such Securities as contemplated by Section 1007, (C) the rights, powers, trusts,
duties and  immunities of the Trustee  hereunder and (D) this Article  Fourteen.
Subject to compliance with this Article  Fourteen,  the Company may exercise its
option under this Section notwithstanding the prior exercise of its option under
Section  1403 with  respect  to such  Securities  and any  coupons  appertaining
thereto.

                 SECTION 1403. Covenant Defeasance.  Upon the Company's exercise
of the above option applicable to this Section with respect to any Securities of
or within a series,  the Company  shall be released from its  obligations  under
Sections  1004  and  1005  and,  if  specified  pursuant  to  Section  301,  its
obligations  under  any  other  covenant,   with  

                                      -51-

respect to such Outstanding  Securities and any coupons  appertaining thereto on
and  after  the date the  conditions  set forth in  Section  1404 are  satisfied
(hereinafter,  "covenant  defeasance"),  and  such  Securities  and any  coupons
appertaining  thereto shall thereafter be deemed to be not "Outstanding" for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and
the  consequences  of any thereof) in connection  with Sections 1004 and 1005 or
such other covenant, but shall continue to be deemed "Outstanding" for all other
purposes hereunder.  For this purpose, such covenant defeasance means that, with
respect to such Outstanding Securities and any coupons appertaining thereto, the
Company  may omit to comply with and shall have no  liability  in respect of any
term,  condition  or  limitation  set forth in any such  Section  or such  other
covenant,  whether directly or indirectly,  by reason of any reference elsewhere
herein to any such  Section or such other  covenant or by reason of reference in
any such Section or such other covenant to any other provision  herein or in any
other  document and such omission to comply shall not constitute a default or an
Event of Default  under Section  501(4) or 501(9) or otherwise,  as the case may
be, but except as specified  above,  the  remainder of this  Indenture  and such
Securities and any coupons appertaining thereto shall be unaffected thereby.

                  SECTION 1404. Conditions to Defeasance or Covenant Defeasance.
The following  shall be the conditions to application of Section 1402 or Section
1403 to any  Outstanding  Securities  of or  within  a  series  and any  coupons
appertaining thereto:

                           (a) The Company shall  irrevocably  have deposited or
         caused to be deposited with the Trustee (or another trustee  satisfying
         the  requirements  of Section  607 who shall  agree to comply  with the
         provisions of this Article Fourteen applicable to it) 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 and any coupons appertaining thereto, (1) an
         amount in such  currency,  currencies  or  currency  unit in which such
         Securities and any coupons  appertaining  thereto are then specified as
         payable at Stated  Maturity)  which  through the  scheduled  payment of
         principal  and  interest in respect  thereof in  accordance  with their
         terms will  provide,  not later than one day before the due date of any
         payment of principal of (and premium, if any) and interest,  if any, on
         such Securities and any coupons appertaining thereto, or (2) Government
         Obligations  applicable  to such  Securities  and coupons  appertaining
         thereto  (determined  on the  basis  of  the  currency,  currencies  or
         currency unit in which such Securities and coupons appertaining thereto
         are then  specified as payable at Stated  Maturity)  which  through the
         scheduled  payment of  principal  and  interest  in respect  thereof in
         accordance with their terms will provide, not later than one day before
         the due date of any payment of principal of (and  premium,  if any) and
         interest,  if any,  on such  Securities  and any  coupons  appertaining
         thereto, money in an amount, or (3) a combination thereof in an amount,
         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, and which shall
         be applied by the  Trustee  (or other  qualifying  trustee)  to pay and
         discharge,  (i) the principal of (and premium, if any) and interest, if
         any,  on  such  Outstanding  Securities  and any  coupons  appertaining
         thereto on the Stated  Maturity of such  principal  or  installment  of
         principal or interest and (ii) any  mandatory  sinking fund payments or
         analogous  payments  applicable to such Outstanding  Securities and any
         coupons  appertaining thereto on the day on which such payments are due
         and payable in accordance  with the terms of this Indenture and of such
         Securities and any coupons appertaining thereto.

                           (b) Such defeasance or covenant  defeasance shall not
         result in a breach or violation of, or constitute a default under, this
         Indenture or any other  material  agreement or  instrument to which the
         Company is a party or by which it is bound.

                           (c) No Event of Default or event which with notice or
         lapse of time or both would  become an Event of Default with respect to
         such  Securities  and  any  coupons  appertaining  thereto  shall  have
         occurred and be continuing  on the date of such deposit or,  insofar as
         Sections 501(6) and 501(7) are concerned, at any time during the period
         ending  on the  91st  day  after  the date of such  deposit  (it  being
         understood that this condition shall not be deemed  satisfied until the
         expiration of such period).

                                      -52-

                           (d) In the case of an election  under  Section  1402,
         the Company  shall have  delivered to the Trustee an Opinion of Counsel
         stating  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 shall confirm that,  the Holders of such
         Outstanding  Securities and any coupons  appertaining  thereto will not
         recognize  income,  gain or loss for Federal  income tax  purposes as a
         result of such  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 defeasance had not occurred.

                           (e) In the case of an election  under  Section  1403,
         the Company  shall have  delivered to the Trustee an Opinion of Counsel
         to the effect that the Holders of such  Outstanding  Securities and any
         coupons  appertaining  thereto will not recognize income,  gain or loss
         for Federal income tax purposes as a result of such covenant 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
         covenant defeasance had not occurred.

                           (f) The Company  shall have  delivered to the Trustee
         an Officers'  Certificate and an Opinion of Counsel,  each stating that
         all conditions  precedent to the  defeasance  under Section 1402 or the
         covenant  defeasance  under Section 1403 (as the case may be) have been
         complied  with and an Opinion of Counsel to the effect  that either (i)
         as a result  of a  deposit  pursuant  to  subsection  (a) above and the
         related  exercise of the Company's option under Section 1402 or Section
         1403 (as the  case may be),  registration  is not  required  under  the
         Investment  Company  Act of 1940,  as  amended,  by the  Company,  with
         respect to the trust funds  representing such deposit or by the Trustee
         for such trust funds or (ii) all necessary registrations under said Act
         have been effected.

                           (g)  Notwithstanding  any  other  provisions  of this
         Section,  such defeasance or covenant  defeasance  shall be effected in
         compliance  with any  additional  or  substitute  terms,  conditions or
         limitations which may be imposed on the Company in connection therewith
         pursuant to Section 301.

                  SECTION 1405. Deposited Money and Government Obligations to Be
Held in Trust; Other Miscellaneous Provisions.  Subject to the provisions of the
last paragraph of Section 1003, all money and Government  Obligations  (or other
property as may be provided  pursuant to Section  301)  (including  the proceeds
thereof) deposited with the Trustee (or other qualifying  trustee,  collectively
for purposes of this Section 1405,  the  "Trustee")  pursuant to Section 1404 in
respect of any Outstanding Securities of any series and any coupons appertaining
thereto shall be held in trust and applied by the Trustee,  in  accordance  with
the provisions of such Securities and any coupons  appertaining thereto 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  Holders  of such  Securities  and any  coupons  appertaining
thereto of all sums due and to become due thereon in respect of  principal  (and
premium,  if any) and interest and  Additional  Amounts,  if any, but such money
need not be segregated from other funds except to the extent required by law.

                  Unless  otherwise  specified  with  respect  to  any  Security
pursuant to Section 301, if, after a deposit  referred to in Section 1404(a) has
been made,  (a) the Holder of a Security  in respect of which such  deposit  was
made is  entitled  to, and does,  elect  pursuant to Section 301 or the terms of
such Security to receive  payment in a currency or currency unit other than that
in which the  deposit  pursuant  to Section  1404(a) has been made in respect of
such  Security,  or (b) a Conversion  Event occurs in respect of the currency or
currency  unit in which the deposit  pursuant to Section  1404(a) has been made,
the  indebtedness  represented  by such  Security  and any coupons  appertaining
thereto  shall  be  deemed  to have  been,  and will be,  fully  discharged  and
satisfied  through the payment of the  principal of (and premium,  if any),  and
interest,  if any, on such  Security as the same becomes due out of the proceeds
yielded by converting  (from time to time as specified  below in the case of any
such  election)  the  amount or other  property  deposited  in  respect  of such
Security  into the  currency or  currency  unit in which such  Security  becomes
payable as a result of such election or Conversion Event based on the applicable
market  exchange rate for such currency or currency unit in effect on the 

                                      -53-

second Business Day prior to each payment date, in the case of such an election,
or, the applicable  market exchange rate in effect for such currency or currency
unit (as nearly as feasible), in the case of such Conversion Event.

                  The Company shall pay and  indemnify  the Trustee  against any
tax,  fee  or  other  charge  imposed  on or  assessed  against  the  Government
Obligations  deposited  pursuant to Section 1404 or the  principal  and interest
received in respect  thereof  other than any such tax, fee or other charge which
by law is for the account of the Holders of such Outstanding  Securities and any
coupons appertaining thereto.

                  Anything in this Article to the contrary notwithstanding,  the
Trustee  shall  deliver  or pay to the  Company  from time to time upon  Company
Request any money or Government  Obligations (or other property and any proceeds
therefrom)  held by it as  provided in Section  1404 which,  in the opinion of a
nationally  recognized  firm of independent  public  accountants  expressed in a
written  certification  thereof  delivered to the Trustee,  are in excess of the
amount  thereof  which  would  then be  required  to be  deposited  to  effect a
defeasance  or covenant  defeasance,  as  applicable,  in  accordance  with this
Article.


                                 ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

                  SECTION  1501.  Purposes for Which  Meetings May Be Called.  A
meeting  of Holders  of  Securities  of any series may be called at any time and
from time to time  pursuant to this  Article to make,  give or take any request,
demand,  authorization,  direction,  notice,  consent,  waiver  or other  action
provided by this  Indenture to be made,  given or taken by Holders of Securities
of such series.

                  SECTION  1502.  Call,  Notice and Place of  Meetings.  (a) The
Trustee  may at any time call a meeting of Holders of  Securities  of any series
for any purpose  specified in Section  1501, to be held at such time and at such
place in the City of Boston, or in London as the Trustee shall determine. Notice
of every meeting of Holders of Securities of any series,  setting forth the time
and the place of such  meeting  and in general  terms the action  proposed to be
taken at

                                      -54-

such meeting,  shall be given,  in the manner  provided in Section 106, not less
than 21 nor more than 180 days prior to the date fixed for the meeting.

                  (b) In case  at any  time  the  Company,  pursuant  to a Board
Resolution,  or  the  Holders  of at  least  25%  in  principal  amount  of  the
Outstanding  Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 1501, by written request  setting forth in reasonable  detail the action
proposed to be taken at the  meeting,  and the  Trustee  shall not have made the
first  publication of the notice of such meeting within 21 days after receipt of
such request or shall not thereafter  proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series in
the amount above  specified,  as the case may be, may determine the time and the
place in the City of  Boston,  or in London for such  meeting  and may call such
meeting for such purposes by giving notice thereof as provided in subsection (a)
of this Section.

                  SECTION  1503.  Persons  Entitled to Vote at  Meetings.  To be
entitled to vote at any meeting of Holders of Securities of any series, a Person
shall be (1) a Holder of one or more Outstanding  Securities of such series,  or
(2) a Person  appointed  by an  instrument  in  writing as proxy for a Holder or
Holders of one or more  Outstanding  Securities of such series by such Holder or
Holders. The only Persons who shall be entitled to be present or to speak at any
meeting of Holders of Securities of any series shall be the Persons  entitled to
vote at such meeting and their counsel,  any  representatives of the Trustee and
its counsel and any representatives of the Company and its counsel.

                  SECTION 1504.  Quorum;  Action. The Persons entitled to vote a
majority in principal  amount of the  Outstanding  Securities  of a series shall
constitute  a quorum  for a meeting of Holders  of  Securities  of such  series;
provided,  however,  that if any  action  is to be  taken at such  meeting  with
respect to a consent or waiver which this

                                      -55-

Indenture  expressly  provides  may be given by the  Holders  of not less than a
specified  percentage  in principal  amount of the  Outstanding  Securities of a
series,  the Persons  entitled to vote such  specified  percentage  in principal
amount of the Outstanding  Securities of such series shall  constitute a quorum.
In the absence of a quorum  within 30 minutes  after the time  appointed for any
such  meeting,  the  meeting  shall,  if  convened  at the request of Holders of
Securities of such series,  be  dissolved.  In any other case the meeting may be
adjourned  for a period of not less than 10 days  determined  by the chairman of
the meeting prior to the adjournment of such meeting. In the absence of a quorum
at any such adjourned  meeting,  such adjourned meeting may be further adjourned
for a period  of not less  than 10 days as  determined  by the  chairman  of the
meeting  prior to the  adjournment  of such  adjourned  meeting.  Notice  of the
reconvening  of any  adjourned  meeting  shall be given as  provided  in Section
1502(a), except that such notice need be given only once not less than five days
prior to the date on which the meeting is scheduled to be reconvened.  Notice of
the  reconvening of any adjourned  meeting shall state expressly the percentage,
as provided above, of the principal amount of the Outstanding Securities of such
series which shall constitute a quorum.

                  Except  as  limited  by  the  proviso  to  Section   902,  any
resolution  presented to a meeting or adjourned meeting duly reconvened at which
a quorum is present as aforesaid may be adopted by the  affirmative  vote of the
Holders of a majority in principal amount of the Outstanding  Securities of that
series;  provided,  however,  that,  except as limited by the proviso to Section
902,  any  resolution  with  respect  to  any  request,  demand,  authorization,
direction,  notice,  consent,  waiver  or  other  action  which  this  Indenture
expressly  provides  may be made,  given or taken by the  Holders of a specified
percentage,  which  is  less  than  a  majority,  in  principal  amount  of  the
Outstanding  Securities  of a series may be adopted at a meeting or an adjourned
meeting  duly  reconvened  and at which a quorum is present as  aforesaid by the
affirmative vote of the Holders of such specified percentage in principal amount
of the Outstanding Securities of that series.

                  Any  resolution  passed or  decision  taken at any  meeting of
Holders of Securities  of any series duly held in  accordance  with this Section
shall be binding on all the Holders of Securities of such series and the related
coupons, whether or not present or represented at the meeting.

                 Notwithstanding the foregoing  provisions of this Section 1504,
if any action is to be taken at a meeting of Holders of Securities of any series
with respect to any request, demand, authorization,  direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made, given
or taken by the Holders of a specified  percentage  in  principal  amount of all
Outstanding  Securities  affected thereby,  or of the Holders of such series and
one or more additional series:

                           (i) there shall be no minimum quorum  requirement for
         such meeting; and

                           (ii)  the   principal   amount  of  the   Outstanding
         Securities of such series that vote in favor of such  request,  demand,
         authorization, direction, notice, consent, waiver or other action shall
         be taken into  account in  determining  whether such  request,  demand,
         authorization,  direction,  notice, consent, waiver or other action has
         been made, given or taken under this Indenture.

                 SECTION  1505.  Determination  of Voting  Rights;  Conduct  and
Adjournment of Meetings.

                 (a)  Notwithstanding  any  provisions  of this  Indenture,  the
Trustee may make such  reasonable  regulations  as it may deem advisable for any
meeting of Holders of  Securities  of a series in regard to proof of the holding
of Securities of such series and of the  appointment of proxies and in regard to
the  appointment  and  duties  of  inspectors  of  votes,   the  submission  and
examination  of proxies,  certificates  and other evidence of the right to vote,
and such other  matters  concerning  the conduct of the meeting as it shall deem
appropriate.  Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in Section 104
and the  appointment  of any proxy  shall be proved in the manner  specified  in
Section  104 or by  having  the  signature  of the  Person  executing  the proxy
witnessed or  guaranteed  by any trust  company,  bank or banker  authorized  by
Section 104 to certify to the holding of Bearer Securities. Such regulations may
provide that written instruments appointing 

                                      -56-

proxies,  regular on their face, may be presumed  valid and genuine  without the
proof specified in Section 104 or other proof.

                 (b) The Trustee  shall,  by an instrument in writing  appoint a
temporary chairman of the meeting,  unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 1502(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case  may be,  shall in like  manner  appoint  a  temporary  chairman.  A
permanent chairman and a permanent  secretary of the meeting shall be elected by
vote of the  Persons  entitled  to vote a majority  in  principal  amount of the
Outstanding Securities of such series represented at the meeting.

                 (c) At any meeting  each Holder of a Security of such series or
proxy  shall be entitled  to one vote for each  $1,000  principal  amount of the
Outstanding  Securities  of such series held or  represented  by him;  provided,
however,  that no vote shall be cast or counted at any meeting in respect of any
Security  challenged as not Outstanding and ruled by the chairman of the meeting
to be not Outstanding.  The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.

                  (d) Any  meeting of Holders of  Securities  of any series duly
called  pursuant to Section  1502 at which a quorum is present may be  adjourned
from time to time by Persons  entitled to vote a majority in principal amount of
the Outstanding  Securities of such series  represented at the meeting,  and the
meeting may be held as so adjourned without further notice.

                 SECTION 1506.  Counting Votes and Recording Action of Meetings.
The vote upon any  resolution  submitted to any meeting of Holders of Securities
of any series  shall be by  written  ballots on which  shall be  subscribed  the
signatures   of  the  Holders  of   Securities   of  such  series  or  of  their
representatives  by proxy and the  principal  amounts and serial  numbers of the
Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting  shall  appoint two  inspectors of votes who shall count
all votes cast at the meeting for or against any  resolution  and who shall make
and file with the secretary of the meeting  their  verified  written  reports in
duplicate of all votes cast at the meeting. A record, at least in duplicate,  of
the  proceedings of each meeting of Holders of Securities of any Series shall be
prepared  by the  secretary  of the  meeting and there shall be attached to said
record the  original  reports of the  inspectors  of votes on any vote by ballot
taken  thereat and  affidavits  by one or more persons  having  knowledge of the
fact,  setting  forth a copy of the notice of the meeting and showing  that said
notice was given as provided in Section 1502 and, if  applicable,  Section 1504.
Each copy  shall be signed  and  verified  by the  affidavits  of the  permanent
chairman  and  secretary  of the meeting and one such copy shall be delivered to
the  Company  and another to the Trustee to be  preserved  by the  Trustee,  the
latter to have attached thereto the ballots voted at the meeting.  Any record so
signed and verified shall be conclusive evidence of the matters therein stated.

                                      -57-

                  This Indenture may be executed in any number of  counterparts,
each of which when so executed  shall be deemed to be an original,  but all such
counterparts shall together constitute but one and the same Indenture.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Indenture to be duly  executed,  as an instrument  under seal, as of the day and
year first above written.

                                         IRON MOUNTAIN INCORPORATED
                                   
                                   
                                       By:___________________________
                                          Title:
                                   
                                   
                                       ______________________________
                                   
                                   
                                       By:___________________________
                                          Title:
                     


                                      -58-

                                    EXHIBIT A

                             FORMS OF CERTIFICATION


                                   EXHIBIT A-1

               FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
                TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
                       PAYABLE PRIOR TO THE EXCHANGE DATE


[Insert title or sufficient description of Securities to be delivered]

                  This is to certify that, as of the date hereof,  and except as
set forth below, the above-captioned  Securities held by you for our account (i)
are owned by person(s)  that are not citizens or residents of the United States,
domestic  partnerships,  domestic corporations or any estate or trust the income
of which is subject to United States federal income  taxation  regardless of its
source ("United States  person(s)"),  (ii) are owned by United States  person(s)
that are (a) foreign branches of United States financial institutions (financial
institutions,   as  defined  in  United  States  Treasury   Regulations  Section
2.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial  institutions
and who hold the Securities through such United States financial institutions on
the  date  hereof  (and in  either  case (a) or (b),  each  such  United  States
financial  institutions  hereby agrees,  on its own behalf or through its agent,
that you may advise Health and Rehabilitation Properties Trust or its agent that
such  financial  institutions  will  comply  with the  requirements  of  Section
165(j)(3)(A),  (B) or (C) of the United States Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by United States or
foreign  financial  institution(s)  for purposes of resale during the restricted
period  (as  defined  in  United  States  Treasury  Regulations  Section  1.163-
5(c)(1)(i)(D)(7),  and, in addition,  if the owner is a United States or foreign
financial  institutions  described  in clause  (iii) above  (whether or not also
described in clause (i) or (ii)), this is to further certify that such financial
institutions  has not acquired the Securities for purposes of resale directly or
indirectly  to a United States person or to a person within the United States or
its possessions.

                  As used herein,  "United  States"  means the United  States of
America   (including  the  States  and  the  District  of  Columbia);   and  its
"possessions"  include  Puerto Rico, the U.S.  Virgin  Islands,  Guam,  American
Samoa, Wake Island and the Northern Mariana Islands.

                  We  undertake  to advise you  promptly  by tested  telex on or
prior to the date on which you intend to submit your  certification  relating to
the  above-captioned  Securities  held by you for our account in accordance with
your Operating  Procedures if any applicable  statement herein is not correct on
such date,  and in the absence of any such  notification  it may be assumed that
this certification applies as of such date.

                  This  certificate  excepts  and does  not  relate  to  (U.S.$)
_______________ of such interest in the above-captioned Securities in respect of
which we are not able to certify and as to which we  understand  an exchange for
an interest in a Permanent  Global  Security or an exchange  for and delivery of
definitive  Securities (or, if relevant,  collection of any interest)  cannot be
made until we do so certify.

                  We  understand  that  this  certificate  may  be  required  in
connection with certain tax legislation in the United States.  If administrative
or legal  proceedings  are commenced or threatened in connection with which this
certificate  is or would be relevant,  we  irrevocably  authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

                                       A-1

Dated:___________________, 19__
[To be dated no earlier than the
15th   day   prior  to  (i)  the
Exchange   Date  or   (ii)   the
relevant  Interest  Payment Date
occurring  prior to the Exchange
Date, as applicable]

                                           [Name of Person Making Certification]

                                           ____________________________________
                                           (Authorized Signatory)
                                           Name:
                                           Title:



                                       A-2

                                   EXHIBIT A-2

                  FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
                AND CEDEL S.A. IN CONNECTION WITH THE EXCHANGE OF
                 A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO
               OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

[Insert title or sufficient description of Securities to be delivered]

                  This  is  to   certify   that,   based   solely   on   written
certifications  that  we  have  received  in  writing,  by  tested  telex  or by
electronic  transmission  from each of the persons  appearing  in our records as
persons  entitled  to a portion of the  principal  amount  set forth  below (our
"Member  Organizations")  substantially in the form attached  hereto,  as of the
date hereof,  [U.S.$) principal amount of the above-captioned  Securities (i) is
owned by person(s)  that are not  citizens or  residents  of the United  States,
domestic  partnerships,  domestic corporations or any estate or trust the income
of which is subject to United States Federal income  taxation  regardless of its
source ("United  States  person(s)"),  (ii) is owned by United States  person(s)
that are (a) foreign branches of United States financial institutions (financial
institutions,  as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)
are herein  referred to as "financial  institutions")  purchasing  for their own
account  or  for  resale,  or (b)  United  States  person(s)  who  acquired  the
Securities through foreign branches of United States financial  institutions and
who hold the Securities through such United States financial institutions on the
date  hereof (and in either case (a) or (b),  each such  financial  institutions
will comply with the  requirements  of Section  165(j)(3)(A),  (B) or (C) of the
Internal Revenue Code of 1986, as amended, and the regulations  thereunder),  or
(iii) is owned by United States or foreign financial institution(s) for purposes
of resale during the  restricted  period (as defined in United  States  Treasury
Regulations  Section  1.163-5(c)(2)(i)(D)(7)),  and, to the further effect, that
financial  institutions  described  in clause  (iii) above  (whether or not also
described in clause (i) or (ii)) have  certified that they have not acquired the
Securities  for purposes of resale  directly or  indirectly  to a United  States
person or to a person within the United States or its possessions.

                  As used herein,  "United  States"  means the United  States of
America   (including  the  States  and  the  District  of  Columbia);   and  its
"possessions"  include  Puerto Rico, the U.S.  Virgin  Islands,  Guam,  American
Samoa, Wake Island and the Northern Mariana Islands.

                  We  further  certify  that  (i) we are  not  making  available
herewith for exchange (or, if relevant,  collection of any interest) any portion
of the temporary  global Security  representing the  above-captioned  Securities
excepted in the  above-referenced  certificates of Member Organizations and (ii)
as of the date  hereof we have not  received  any  notification  from any of our
Member  Organizations  to the effect  that the  statements  made by such  Member
Organizations  with  respect to any portion of the part  submitted  herewith for
exchange  (or, if relevant,  collection  of any interest) are no longer true and
cannot be relied upon as of the date hereof.

                  We  understand   that  this   certification   is  required  in
connection with certain tax legislation in the United States.  If administrative
or legal  proceedings  are commenced or threatened in connection with which this
certificate  is or would be relevant,  we  irrevocably  authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.


Dated:___________________, 19__
[To be dated no earlier than the
Exchange Date  or  the  relevant
Interest Payment Date  occurring
prior  to  the Exchange Date, as 
applicable]


                                       A-3

                                           [Morgan Guaranty Trust Company
                                              New York, Brussels Office,]
                                             as Operator of the Euroclear System
                                           [Cedel S.A.]


                                       A-4

EX-4.2

                                                                     EXHIBIT 4.2



















                           IRON MOUNTAIN INCORPORATED

                                       TO

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

                                     Trustee




                                    Indenture

                          Dated as of __________, 199_



                          Subordinated Debt Securities












                                                TABLE OF CONTENTS1

                                                                                                               PAGE

                                                                                                              
         PARTIES..................................................................................................1

         RECITALS.................................................................................................1


                                                    ARTICLE ONE

                              DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         SECTION 101.  Definitions................................................................................2
                           "Act"    ..............................................................................2
                           "Additional Amounts"...................................................................3
                           "Affiliate"............................................................................3
                           "Authenticating Agent".................................................................3
                           "Authorized Newspaper".................................................................3
                           "Bankruptcy Law".......................................................................3
                           "Bearer Security"......................................................................3
                           "Board"  ..............................................................................3
                           "Board Resolution".....................................................................3
                           "Business Day".........................................................................3
                           "CEDEL"  ..............................................................................3
                           "Commission"...........................................................................3
                           "Common Depositary"....................................................................3
                           "Company"..............................................................................3
                           "Company Request" and "Company Order"..................................................3
                           "Conversion Event".....................................................................4
                           "Corporate Trust Office"...............................................................4
                           "corporation"..........................................................................4
                           "coupon" ..............................................................................4
                           "Custodian"............................................................................4
                           "Declaration"..........................................................................4
                           "Defaulted Interest"...................................................................4
                           "Dollar" or "$"........................................................................4
                           "DTC"    ..............................................................................4
                           "ECU"    ..............................................................................4
                           "Euroclear"............................................................................4
                           "European Communities".................................................................4
                           "European Monetary System".............................................................4
                           "Event of Default".....................................................................4
                           "Exchange Date"........................................................................4
                           "Foreign Currency".....................................................................4
                           "Funds from Operations"................................................................4
                           "GAAP"   ..............................................................................5
                           "Government Obligations"...............................................................5
                           "Holder" ..............................................................................5

- --------
1        This Table of Contents shall not, for any purpose, be deemed to be part of this Indenture.






                           "Indenture"............................................................................5
                           "Indexed Security".....................................................................5
                           "interest".............................................................................5
                           "Interest Payment Date"................................................................5
                           "Maturity".............................................................................5
                           "Officers' Certificate"................................................................5
                           "Opinion of Counsel"...................................................................5
                           "Original Issue Discount Security".....................................................6
                           "Outstanding"..........................................................................6
                           "Paying Agent".........................................................................6
                           "Person" ..............................................................................7
                           "Place of Payment".....................................................................7
                           "Predecessor Security".................................................................7
                           "Redemption Date"......................................................................7
                           "Redemption Price".....................................................................7
                           "Registered Security"..................................................................7
                           "Regular Record Date"..................................................................7
                           "Repayment Date".......................................................................7
                           "Responsible Officer"..................................................................7
                           "Security".............................................................................7
                           "Security Register" and "Security Registrar"...........................................7
                           "Significant Subsidiary"...............................................................7
                           "Special Record Date"..................................................................8
                           "Stated Maturity"......................................................................8
                           "Subsidiary"...........................................................................8
                           "Trust Indenture Act" or "TIA".........................................................8
                           "Trustee"..............................................................................8
                           "United States"........................................................................8
                           "United States person".................................................................8
                           "Yield to Maturity"....................................................................8
         SECTION 102.  Compliance Certificates and Opinions.......................................................8
         SECTION 103.  Form of Documents Delivered to Trustee.....................................................9
         SECTION 104.  Acts of Holders............................................................................9
         SECTION 105.  Notices, etc., to Trustee and Company.....................................................10
         SECTION 106.  Notice to Holders; Waiver.................................................................10
         SECTION 107.  Effect of Headings and Table of Contents..................................................11
         SECTION 108.  Successors and Assigns....................................................................11
         SECTION 109.  Separability Clause.......................................................................11
         SECTION 110.  Benefits of Indenture.....................................................................11
         SECTION 111.  Governing Law.............................................................................11
         SECTION 112.  Legal Holidays............................................................................12

                                                    ARTICLE TWO

                                                 SECURITIES FORMS

         SECTION 201.  Forms of Securities.......................................................................12
         SECTION 202.  Form of Trustee's Certificate of Authentication...........................................12
         SECTION 203.  Securities Issuable in Global Form........................................................12


                                                       -ii-





                                                   ARTICLE THREE

                                                  THE SECURITIES

         SECTION 301.  Amount Unlimited; Issuable in Series......................................................13
         SECTION 302.  Denominations.............................................................................16
         SECTION 303.  Execution, Authentication, Delivery and Dating............................................16
         SECTION 304.  Temporary Securities......................................................................18
         SECTION 305.  Registration, Registration of Transfer and Exchange.......................................19
         SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities..........................................22
         SECTION 307.  Payment of Interest; Interest Rights Preserved............................................22
         SECTION 308.  Persons Deemed Owners.....................................................................24
         SECTION 309.  Cancellation..............................................................................24
         SECTION 310.  Computation of Interest...................................................................25

                                                   ARTICLE FOUR

                                            SATISFACTION AND DISCHARGE

         SECTION 401.  Satisfaction and Discharge of Indenture...................................................25
         SECTION 402.  Application of Trust Funds................................................................26

                                                   ARTICLE FIVE

                                                     REMEDIES

         SECTION 501.  Events of Default.........................................................................26
         SECTION 502.  Acceleration of Maturity; Rescission and Annulment........................................27
         SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee...........................28
         SECTION 504.  Trustee May File Proofs of Claim..........................................................29
         SECTION 505.  Trustee May Enforce Claims Without Possession of Securities or Coupons....................29
         SECTION 506.  Application of Money Collected............................................................30
         SECTION 507.  Limitation on Suits.......................................................................30
         SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium, if any, Interest and
                           Additional Amounts....................................................................30
         SECTION 509.  Restoration of Rights and Remedies........................................................30
         SECTION 510.  Rights and Remedies Cumulative............................................................31
         SECTION 511.  Delay or Omission Not Waiver..............................................................31
         SECTION 512.  Control by Holders of Securities..........................................................31
         SECTION 513.  Waiver of Past Defaults...................................................................31
         SECTION 514.  Waiver of Usury, Stay or Extension Laws...................................................31
         SECTION 515.  Undertaking for Costs.....................................................................32

                                                    ARTICLE SIX

                                                    THE TRUSTEE

         SECTION 601.  Notice of Defaults........................................................................32
         SECTION 602.  Certain Rights of Trustee.................................................................32
         SECTION 603.  Not Responsible for Recitals or Issuance of Securities....................................33
         SECTION 604.  May Hold Securities.......................................................................33
         SECTION 605.  Money Held in Trust.......................................................................33

                                                       -iii-





         SECTION 606.  Compensation and Reimbursement............................................................33
         SECTION 607.  Corporate Trustee Required; Eligibility; Conflicting Interests............................34
         SECTION 608.  Resignation and Removal; Appointment of Successor.........................................34
         SECTION 609.  Acceptance of Appointment by Successor....................................................35
         SECTION 610.  Merger, Conversion, Consolidation or Succession to Business...............................36
         SECTION 611.  Appointment of Authentication Agent.......................................................36

                                                   ARTICLE SEVEN

                                 HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 701.  Disclosure of Names and Addresses of Holders..............................................37
         SECTION 702.  Reports by Trustee........................................................................37
         SECTION 703.  Reports by Company........................................................................38
         SECTION 704.  Company to Furnish to Trustee Names and Addresses of Holders..............................38

                                                   ARTICLE EIGHT

                                       MERGER CONSOLIDATION, SALE OF ASSETS

         SECTION 801.  Consolidations and Mergers of Company and Sale of Assets..................................39
         SECTION 802.  Rights and Duties of Successor Corporation................................................39

                                                   ARTICLE NINE

                                              SUPPLEMENTAL INDENTURES

         SECTION 901.  Supplemental Indentures Without Consent of Holders........................................39
         SECTION 902.  Supplemental Indentures with Consent of Holders...........................................40
         SECTION 903.  Execution of Supplemental Indentures......................................................41
         SECTION 904.  Effect of Supplemental Indentures.........................................................41
         SECTION 905.  Conformity with Trust Indenture Act.......................................................41
         SECTION 906.  Reference in Securities to Supplemental Indentures........................................41

                                                    ARTICLE TEN

                                                     COVENANTS

         SECTION 1001.  Payment of Principal, Premium, if any, Interest and Additional Amounts...................42
         SECTION 1002.  Maintenance of Office or Agency..........................................................42
         SECTION 1003.  Money for Securities Payments to Be Held in Trust........................................43
         SECTION 1004.  Existence................................................................................44
         SECTION 1005.  Provision of Financial Information.......................................................44
         SECTION 1006.  Statement as to Compliance...............................................................44
         SECTION 1007.  Additional Amounts.......................................................................44
         SECTION 1008.  Waiver of Certain Covenants..............................................................45

                                                  ARTICLE ELEVEN

                                             REDEMPTION OF SECURITIES

         SECTION 1101.  Applicability of Article.................................................................45

                                                       -iv-





         SECTION 1102.  Election to Redeem; Notice to Trustee....................................................45
         SECTION 1103.  Selection by Trustee of Securities to Be Redeemed........................................46
         SECTION 1104.  Notice of Redemption.....................................................................46
         SECTION 1105.  Deposit of Redemption Price..............................................................47
         SECTION 1106.  Securities Payable on Redemption Date....................................................47
         SECTION 1107.  Securities Redeemed in Part..............................................................48

                                                  ARTICLE TWELVE

                                                   SINKING FUNDS

         SECTION 1201.  Applicability of Article.................................................................48
         SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities....................................48
         SECTION 1203.  Redemption of Securities for Sinking Fund................................................48

                                                 ARTICLE THIRTEEN

                                        REPAYMENT AT THE OPTION OF HOLDERS

         SECTION 1301.  Applicability of Article.................................................................49
         SECTION 1302.  Repayment of Securities..................................................................49
         SECTION 1303.  Exercise of Option.......................................................................49
         SECTION 1304.  When Securities Presented for Repayment Become Due and Payable...........................50
         SECTION 1305.  Securities Repaid in Part................................................................50

                                                 ARTICLE FOURTEEN

                                        DEFEASANCE AND COVENANT DEFEASANCE

         SECTION 1401.  Applicability of Article; Company's Option to Effect Defeasance or Covenant
                           Defeasance............................................................................50
         SECTION 1402.  Defeasance and Discharge.................................................................51
         SECTION 1403.  Covenant Defeasance......................................................................51
         SECTION 1404.  Conditions to Defeasance or Covenant Defeasance..........................................51
         SECTION 1405.  Deposited Money and Government Obligations to Be Held in Trust; Other
                           Miscellaneous Provisions..............................................................53

                                                  ARTICLE FIFTEEN

                                         MEETINGS OF HOLDERS OF SECURITIES

         SECTION 1501.  Purposes for Which Meetings May Be Called................................................53
         SECTION 1502.  Call, Notice and Place of Meetings.......................................................53
         SECTION 1503.  Persons Entitled to Vote at Meetings.....................................................54
         SECTION 1504.  Quorum; Action...........................................................................54
         SECTION 1505.  Determination of Voting Rights; Conduct and Adjournment of Meetings......................55
         SECTION 1506.  Counting Votes and Recording Action of Meetings..........................................55


         EXHIBIT A -- FORMS OF CERTIFICATION



                                                        -v-





                           IRON MOUNTAIN INCORPORATED

         Reconciliation  and tie between Trust Indenture Act of 1939, as amended
(the "TIA"), and Indenture, dated as of __________, 199_.


               TIA Section                         Indenture Section
Sec. 310(a)(1)..........................                  607
        (a)(2)..........................                  607
        (b).............................               607, 608
Sec. 312(a).............................                  704
Sec. 312(c).............................                  701
Sec. 313(a).............................                  702
       (c)..............................                  702
Sec. 314(a).............................                 1005
       (a)(4)...........................                 1006
       (c)(1)...........................                  102
       (c)(2)...........................                  102
       (e)..............................                  102
Sec. 315(b).............................                  601
Sec. 316(a) (last sentence).............          101 ("Outstanding")
        (a)(1)(A).......................               502, 512
        (a)(1)(B).......................                  513
       (b)..............................                  508
Sec. 317(a)(1)..........................                  503
       (a)(2)...........................                  504
Sec. 318(a).............................                  111
       (c)..............................                  111

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

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

         Attention  should also be directed to Section  318(c) of the TIA, which
provides that the provisions of Sections 310 to and including 317 of the TIA are
a part of and  govern  every  qualified  indenture,  whether  or not  physically
contained therein.

                                                        


         INDENTURE,  dated  as  of  ___________,  199_,  between  IRON  MOUNTAIN
INCORPORATED, a Delaware Corporation (hereinafter called the "Company"),  having
its principal office at 745 Atlantic  Avenue,  Boston  Massachusetts  02111 and,
_____________________________,  a ___________, as Trustee hereunder (hereinafter
called  the   "Trustee"),   having  its  initial   Corporate   Trust  Office  at
_____________________________________.

                             RECITALS OF THE COMPANY

                  The Company  deems it necessary to issue from time to time for
lawful  purposes  its debt  securities  (hereinafter  called  the  "Securities")
evidencing its indebtedness,  and has duly authorized the execution and delivery
of  this  Indenture  to  provide  for  the  issuance  from  time  to time of the
Securities,  unlimited as to principal  amount, to bear interest at the rates or
formulas,  to mature at such times and to have such other provisions as shall be
fixed as hereinafter provided.

                  This  Indenture  is  subject  to the  provisions  of the Trust
Indenture Act of 1939, as amended,  that are deemed to be incorporated into this
Indenture by such Act, and shall, to the extent applicable,  be governed by such
provisions.

                  All things  necessary to make this Indenture a valid agreement
of the Company, in accordance with its terms, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  For and in  consideration  of the premises and the purchase of
the Securities by the Holders thereof, it is mutually covenanted and agreed, for
the equal and  proportionate  benefit of all Holders of the  Securities  or of a
series thereof, as follows:

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                 SECTION 101.  Definitions.  For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:

                 (1)  the  terms  defined  in this  Article  have  the  meanings
assigned  to  them  in this  Article,  and  include  the  plural  as well as the
singular;

                 (2) all other terms used  herein  which are defined in the TIA,
either  directly or by reference  therein,  have the  meanings  assigned to them
therein, and the terms "cash transaction" and "self-liquidating  paper", as used
in TIA Section 311, shall have the meanings assigned to them in the rules of the
Commission adopted under the TIA;

                 (3) all accounting terms not otherwise  defined herein have the
meanings assigned to them in accordance with GAAP; and

                 (4) the words  "herein",  "hereof"  and  "hereunder"  and other
words of  similar  import  refer  to this  Indenture  as a whole  and not to any
particular Article, Section or other subdivision.

                 Certain terms, used principally in Article Three, Article Five,
Article Six and Article Ten, are defined in those Articles.

                 "Act",  when used with  respect to any Holder,  has the meaning
specified in Section 104.

                                                        


                 "Additional  Amounts"  means any  additional  amounts which are
required  by a  Security  or  by  or  pursuant  to  a  Board  Resolution,  under
circumstances specified therein, to be paid by the Company in respect of certain
taxes imposed on certain Holders 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"  when used with  respect to any  specified  Person  means the power to
direct the  management  and  policies of such  Person,  directly or  indirectly,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms  "controlling" and "controlled"  have meanings  correlative to the
foregoing.

                 "Authenticating Agent" means any authenticating agent appointed
by the Trustee pursuant to Section 611.

                 "Authorized  Newspaper"  means  a  newspaper,  printed  in  the
English  language  or in an official  language  of the  country of  publication,
customarily  published  on  each  Business  Day,  whether  or not  published  on
Saturdays,  Sundays or  holidays,  and of general  circulation  in each place in
connection  with which the term is used or in the  financial  community  of each
such  place.  Whenever  successive  publications  are  required  to be  made  in
Authorized Newspapers, the successive publications may be made in the same or in
different  Authorized   Newspapers  in  the  same  city  meeting  the  foregoing
requirements and in each case on any Business Day.

                 "Bankruptcy Law" has the meaning specified in Section 501.

                 "Bearer  Security" means any Security  established  pursuant to
Section 201 which is payable to bearer.

                 "Board"  means the board of  directors  of the  Company  or any
committee of that board duly authorized to act hereunder.

                 "Board  Resolution"  means a copy of a resolution  certified by
the Secretary or an Assistant Secretary of the Company to have been duly adopted
by  the  Board  and  to be in  full  force  and  effect  on  the  date  of  such
certification, and delivered to the Trustee.

                 "Business  Day", when used with respect to any Place of Payment
or any  other  particular  location  referred  to in  this  Indenture  or in the
Securities,  means,  unless  otherwise  specified with respect to any Securities
pursuant  to Section  301,  any day,  other than a Saturday  or Sunday,  that is
neither a legal holiday nor a day on which banking institutions in that Place of
Payment or particular  location are authorized or required by law, regulation or
executive order to close.

                 "CEDEL" means Cedel, S.A., or its successor.

                 "Commission" means the Securities and Exchange  Commission,  as
from time to time  constituted,  created  under the  Securities  Exchange Act of
1934, or, if at any time after  execution of this  instrument such Commission is
not  existing  and  performing  the  duties now  assigned  to it under the Trust
Indenture Act, then the body performing such duties on such date.

                 "Common Depositary" has the meaning specified in Section 304.

                 "Company"  means the Person named as the "Company" in the first
paragraph of this Indenture until a successor shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor.

                 "Company  Request" and "Company  Order" mean,  respectively,  a
written  request or order  signed in the name of the Company by the  Chairman of
the Board and Chief Executive Officer, the President or a Vice President, and

                                       -2-


by its Chief Financial Officer, Treasurer, an Assistant Treasurer, the Secretary
or an Assistant Secretary, of the Company, and delivered to the Trustee.

                 "Conversion  Event" means the cessation of use of (i) a Foreign
Currency  both by the  government  of the country which issued such currency and
for the settlement of transactions by a central bank or other public institution
of or within the international  banking community,  (ii) the ECU both within the
European  Monetary  System  and for the  settlement  of  transactions  by public
institutions  of or within the European  Communities  or (iii) any currency unit
(or  composite  currency)  other than the ECU for the  purposes for which it was
established.

                 "Corporate  Trust  Office"  means the office of the  Trustee at
which, at any particular time, its corporate trust business shall be principally
administered,  which  office at the date  hereof  is  located  at  _____________
________________________.

                 "corporation"  includes corporations,  associations,  companies
and business trusts.

                 "coupon"  means any interest  coupon  appertaining  to a Bearer
Security.

                 "Custodian" has the meaning specified in Section 501.

                 "Declaration" has the meaning specified in Section 113.

                 "Defaulted Interest" has the meaning specified in Section 307.

                 "Dollar" or "$" means a dollar or other equivalent unit in such
coin or currency  of the United  States of America as at the time shall be legal
tender for the payment of public and private debts.

                 "DTC" means The  Depository  Trust  Company,  or any  successor
thereto.

                 "ECU" means the European  Currency  Unit as defined and revised
from time to time by the Council of the European Communities.

                 "Euroclear"  means Morgan  Guaranty  Trust Company of New York,
Brussels Office, or its successor as operator of the Euroclear System.

                 "European  Communities" means the European Economic  Community,
the European Coal and Steel Community and the European Atomic Energy Community.

                 "European  Monetary System" means the European  Monetary System
established by the Resolution of December 5, 1978 of the Council of the European
Communities.

                 "Event of Default" has the meaning specified in Article Five.

                 "Exchange Date" has the meaning specified in Section 304.

                 "Foreign  Currency"  means  any  currency,   currency  unit  or
composite  currency,  including,  without  limitation,  the ECU,  issued  by the
government of one or more  countries  other than the United States of America or
by any recognized confederation or association of such governments.

                 "Funds from  Operations" for any period means the  consolidated
net income of the Company and its  Subsidiaries  for such period  without giving
effect to  depreciation  and  amortization,  gains or losses from  extraordinary
items,  gains or losses on sales of real estate,  gains or losses on investments
in marketable  securities  and any  

                                       -3-


provision/benefit  for income taxes for such period,  plus funds from operations
of  unconsolidated  joint  ventures,  all  determined  on a consistent  basis in
accordance with GAAP.

                 "GAAP" means generally accepted accounting principles in effect
from time to time as used in the United States applied on a consistent basis.

                 "Government  Obligations" means securities which are (i) direct
obligations of the United States of America or the  government  which issued the
Foreign Currency in which the Securities of a particular series are payable, 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 or such  government  which  issued the  Foreign
Currency  in which the  Securities  of such series are  payable,  the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America or such other  government,  which,  in either case, 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 Government  Obligation or a specific  payment of interest on
or principal of any such  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  Government  Obligation  or the specific  payment of
interest  on or  principal  of  the  Government  Obligation  evidenced  by  such
depository receipt.

                 "Holder"  means,  in the  case of a  Registered  Security,  the
Person in whose name a Security is registered  in the Security  Register and, in
the case of a Bearer Security, the bearer thereof and, when used with respect to
any coupon, shall mean the bearer thereof.

                 "Indenture" means this instrument as originally  executed or as
it may from time to time be  supplemented  or amended by one or more  indentures
supplemental  hereto entered into pursuant to the applicable  provisions hereof,
and shall include the terms of particular  series of Securities  established  as
contemplated by Section 301; provided,  however,  that, if at any time more than
one Person is acting as Trustee under this instrument,  "Indenture"  shall mean,
with  respect to any one or more series of  Securities  for which such Person is
Trustee,  this instrument as originally  executed or as it may from time to time
be supplemented or amended by one or more applicable provisions hereof and shall
include the terms of the or those particular series of Securities for which such
Person is  Trustee  established  as  contemplated  by  Section  301,  exclusive,
however,  of any  provisions  or terms which  relate  solely to other  series of
Securities  for which such Person is Trustee,  regardless  of when such terms or
provisions  were adopted,  and  exclusive of any  provisions or terms adopted by
means of one or more indentures supplemental hereto executed and delivered after
such Person had become such Trustee but to which such Person,  as such  Trustee,
was not a party.

                 "Indexed  Security" means a Security the terms of which provide
that the principal amount thereof payable at Stated Maturity may be more or less
than the principal face amount thereof at original issuance.

                 "interest",  when  used  with  respect  to  an  Original  Issue
Discount  Security which by its terms bears interest only after Maturity,  shall
mean interest payable after Maturity,  and, when used with respect to a Security
which provides for the payment of Additional  Amounts  pursuant to Section 1007,
includes such Additional Amounts.

                 "Interest   Payment  Date",  when  used  with  respect  to  any
Security,  means the Stated  Maturity  of an  installment  of  interest  on such
Security.

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


                                       -4-


                 "Officers'  Certificate"  means  a  certificate  signed  by the
Chairman of the Board and Chief Executive Officer, President or a Vice President
and by the Chief  Financial  Officer,  Treasurer,  an Assistant  Treasurer,  the
Secretary  or an  Assistant  Secretary  of the  Company,  and  delivered  to the
Trustee.

                 "Opinion of Counsel"  means a written  opinion of counsel,  who
may be counsel  for the  Company  (including  counsel  who is an employee of the
Company) and who shall be acceptable to the Trustee.

                 "Original  Issue  Discount  Security"  means any Security which
provides  for an amount  less than the  principal  amount  thereof to be due and
payable upon a declaration of acceleration of the Maturity  thereof  pursuant to
Section 502.

                 "Outstanding",  when used with respect to Securities, means, as
of the date of  determination,  all  Securities  theretofore  authenticated  and
delivered under this Indenture, except:

                 (i)  Securities   theretofore   cancelled  by  the  Trustee  or
delivered to the Trustee for cancellation;

                 (ii)  Securities,  or portions  thereof,  for whose  payment or
redemption  or  repayment  at the  option of the Holder  money in the  necessary
amount has been  theretofore  deposited  with the  Trustee  or any Paying  Agent
(other than the  Company) in trust or set aside and  segregated  in trust by the
Company  (if the Company  shall act as its own Paying  Agent) for the Holders of
such  Securities and any coupons  appertaining  thereto;  provided that, if such
Securities  are to be redeemed,  notice of such  redemption  has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made;

                 (iii)  Securities,  except to the extent  provided  in Sections
1402 and 1403, with respect to which the Company has effected  defeasance and/or
covenant defeasance as provided in Article Fourteen;

                 (iv) Securities which have been paid pursuant to Section 306 or
in exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture,  other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to it
that such  Securities  are held by a bona fide  purchaser  in whose  hands  such
Securities are valid obligations of the Company; and

                 (v) Securities  converted into Common Shares,  Preferred Shares
or other  securities  of the  Company  pursuant  to or in  accordance  with this
Indenture if the terms of such Securities provide for convertibility pursuant to
Section 301;

provided,  however,  that in  determining  whether the Holders of the  requisite
principal amount of the Outstanding  Securities have given any request,  demand,
authorization,  direction, notice, consent or waiver hereunder or are present at
a meeting of  Holders  for quorum  purposes,  and for the  purpose of making the
calculations  required  by TIA  Section  313,  (i) the  principal  amount  of an
Original   Issue   Discount   Security  that  may  be  counted  in  making  such
determination or calculation and that shall be deemed to be Outstanding for such
purpose  shall be equal to the  amount of  principal  thereof  that would be (or
shall  have  been  declared  to be)  due  and  payable,  at  the  time  of  such
determination,  upon a  declaration  of  acceleration  of the  maturity  thereof
pursuant to Section 502, (ii) the principal  amount of any Security  denominated
in a Foreign  Currency  that may be  counted  in making  such  determination  or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined pursuant to Section 301 as of the date such
Security is originally  issued by the Company,  of the principal  amount (or, in
the case of an Original Issue  Discount  Security,  the Dollar  equivalent as of
such date of original  issuance of the amount  determined  as provided in clause
(i) above) of such Security,  (iii) the principal amount of any Indexed Security
that may be counted in making such  determination  or calculation and that shall
be deemed  outstanding  for such purpose  shall be equal to the  principal  face
amount of such Indexed Security at original issuance,  unless otherwise provided
with respect to such Security pursuant to Section 301, and (iv) Securities owned
by the Company or any other obligor upon the  Securities or any Affiliate of the
Company  or of such  other  obligor  shall be  disregarded  and deemed not to be
Outstanding,  except that, in determining whether the Trustee shall be protected
in  making  such  calculation  or in  relying  upon  any such  request,

                                       -5-


demand,  authorization,  direction,  notice,  consent or waiver, only Securities
which the Trustee  knows to be so owned shall be so  disregarded.  Securities so
owned which have been  pledged in good faith may be regarded as  Outstanding  if
the pledgee  establishes to the  satisfaction of the Trustee the pledgee's right
so to act with  respect  to such  Securities  and that  the  pledgee  is not the
Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor.

                 "Paying  Agent" means any Person  authorized  by the Company to
pay the  principal of (and  premium,  if any) or interest on any  Securities  or
coupons on behalf of the Company.

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

                 "Place of Payment", when used with respect to the Securities of
or within any  series,  means the place or places  where the  principal  of (and
premium,  if any) and  interest on such  Securities  are payable as specified as
contemplated by Sections 301 and 1002.

                 "Predecessor  Security" of any particular  Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such  particular  Security;  and,  for the purposes of this  definition,  any
Security  authenticated  and  delivered  under Section 306 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security or a Security to which a
mutilated,  destroyed,  lost or  stolen  coupon  appertains  shall be  deemed to
evidence the same debt as the mutilated,  destroyed,  lost or stolen Security or
the  Security  to  which  the  mutilated,   destroyed,  lost  or  stolen  coupon
appertains.

                 "Redemption Date", when used with respect to any Security to be
redeemed,  in whole or in part,  means the date fixed for such  redemption by or
pursuant to this Indenture.

                 "Redemption  Price",  when used with respect to any Security to
be  redeemed,  means the price at which it is to be  redeemed  pursuant  to this
Indenture.

                 "Registered  Security"  shall  mean  any  Security  established
pursuant to Section 201 which is registered in the Security Register.

                 "Regular Record Date" for the interest  payable on any Interest
Payment Date on the Registered Securities of or within any series means the date
specified  for that purpose as  contemplated  by Section  301,  whether or not a
Business Day.

                 "Repayment Date" means,  when used with respect to any Security
to be repaid at the option of the Holder,  the date fixed for such  repayment by
or pursuant to this Indenture.

                 "Responsible  Officer",  when used with respect to the Trustee,
means the chairman or vice-chairman  of the board of directors,  the chairman or
vice-chairman  of  the  executive  committee  of the  board  of  directors,  the
president,  any vice president  (whether or not designated by a number or a word
or words added before or after the title "vice president"),  the secretary,  any
assistant secretary,  the treasurer,  any assistant treasurer,  the cashier, any
assistant cashier, any trust officer, the controller or any other officer of the
Trustee  customarily  performing  functions similar to those performed by any of
the above  designated  officers  and also  means with  respect  to a  particular
corporate  trust  matter,  any other  officer  to whom such  matter is  referred
because of such officer's knowledge and familiarity with the particular subject.

                 "Security"  has the meaning stated in the first recital of this
Indenture and, more particularly, means any Security or Securities authenticated
and delivered  under this  Indenture;  provided,  however,  that, if at any time
there  is  more  than  one  Person  acting  as  Trustee  under  this  Indenture,
"Securities"  with  respect to the  Indenture as to which such 

                                       -6-


Person is Trustee  shall have the  meaning  stated in the first  recital of this
Indenture  and  shall  more  particularly  mean  Securities   authenticated  and
delivered under this Indenture,  exclusive, however, of Securities of any series
as to which such Person is not Trustee.

                 "Security   Register"   and  "Security   Registrar"   have  the
respective meanings specified in Section 305.

                 "Significant  Subsidiary"  means  any  Subsidiary  which  is  a
"significant  subsidiary" (as defined in Article I, Rule 1-02 of Regulation S-X,
promulgated under the Securities Act of 1933, as amended) of the Company.

                 "Special Record Date" for the payment of any Defaulted Interest
on the  Registered  Securities of or within any series means a date fixed by the
Trustee pursuant to Section 307.

                 "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 or a coupon representing such installment of interest
as the fixed date on which the principal of such Security or such installment of
principal or interest is due and payable.

                 "Subsidiary"  means a corporation a majority of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries of the Company.  For the purposes of this definition,
"voting  stock" means stock having  voting power for the election of  directors,
whether at all times or only so long as no senior class of stock has such voting
power by reason of any contingency.

                 "Trust Indenture Act" or "TIA" means the Trust Indenture Act of
1939,  as  amended  and as in force at the date as of which this  Indenture  was
executed, except as provided in Section 905.

                 "Trustee"  means the Person named as the "Trustee" in the first
paragraph of this  Indenture  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;
provided,  however,  that if at any  time  there is more  than one such  Person,
"Trustee" as used with respect to the  Securities  of any series shall mean only
the Trustee with respect to Securities of that series.

                 "United States" means,  unless otherwise specified with respect
to any  Securities  pursuant  to  Section  301,  the  United  States of  America
(including  the states and the  District  of  Columbia),  its  territories,  its
possessions and other areas subject to its jurisdiction.

                 "United States person" means,  unless otherwise  specified with
respect to any  Securities  pursuant  to Section  301,  an  individual  who is a
citizen or resident of the United States,  a  corporation,  partnership or other
entity created  organized in or under the laws of the United States or an estate
or trust the income of which is subject to United States federal income taxation
regardless of its source.

                 "Yield to Maturity"  means the yield to  maturity,  computed at
the time of  issuance  of a Security  (or,  if  applicable,  at the most  recent
redetermination  of interest on such Security) and as set forth in such Security
in accordance  with  generally  accepted  United  States bond yield  computation
principles.

                 SECTION 102.  Compliance  Certificates  and Opinions.  Upon any
application  or request by the Company to the  Trustee to take any action  under
any  provision of this  Indenture,  the Company  shall furnish to the Trustee an
Officers'  Certificate stating that all conditions  precedent,  if any, provided
for in this  Indenture  relating to the proposed  action have been complied with
and an Opinion of Counsel  stating  that in the opinion of such counsel all such
conditions  precedent,  if any, have been complied with, except that in the case
of any such  application or request as to which the furnishing of such documents
is  specifically  required by any provision of this  Indenture  relating to such
particular  application or request, no additional certificate or opinion need be
furnished.


                                       -7-


                 Every  certificate or opinion with respect to compliance with a
condition or covenant  provided for in this  Indenture  (including  certificates
delivered pursuant to Section 1006) shall include:

                           (1) a statement  that each  individual  signing  such
         certificate  or opinion has read such  condition  or  covenant  and the
         definitions herein relating thereto;

                           (2) 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;

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

                           (4) a statement as to whether, in the opinion of each
         such individual, such condition or covenant has been complied with.

                 SECTION  103.  Form of Documents  Delivered to Trustee.  In any
case where  several  matters are  required to be  certified  by or covered by an
opinion of any specified  Person,  it is not necessary  that all such matters be
certified  by, or covered by the opinion of, only one such Person,  or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion as to some  matters and one or more other such  Persons as to
other  matters,  and any such  Person may  certify or give an opinion as to such
matters in one or several documents.

                 Any  certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters,  upon an Opinion of Counsel, or a
certificate of or representations  by counsel,  unless such officer knows, or in
the exercise of reasonable  care should know,  that the opinion,  certificate or
representations  with  respect  to the  matters  upon which his  certificate  or
opinion is based are  erroneous.  Any such  Opinion of Counsel,  certificate  or
representations may be based,  insofar as it relates to factual matters,  upon a
certificate or opinion of, or representations  by, an officer or officers of the
Company  or any  Subsidiary  stating  that the  information  as to such  factual
matters is in the  possession  of the  Company or such  Subsidiary,  unless such
counsel  knows that the  certificate  or opinion or  representations  as to such
matters are erroneous.

                 Where any Person is  required  to make,  give or execute two or
more applications,  requests, consents,  certificates,  statements,  opinions or
other instruments under this Indenture,  they may, but need not, be consolidated
and form one instrument.

                 SECTION 104.  Acts of Holders.

                 (a) Any  request,  demand,  authorization,  direction,  notice,
consent,  waiver or other action provided by this Indenture to be given or taken
by Holders of the Outstanding Securities of all series or one or more series, as
the case may be, may be embodied in and evidenced by one or more  instruments of
substantially  similar  tenor signed by such Holders in person or by agents duly
appointed  in  writing.  If  Securities  of a  series  are  issuable  as  Bearer
Securities,  any request,  demand,  authorization,  direction,  notice, consent,
waiver  or  other  action  provided  by this  Indenture  to be given or taken by
Holders of  Securities  of such  series may,  alternatively,  be embodied in and
evidenced by the record of Holders of  Securities of such series voting in favor
thereof,  either in person or by  proxies  duly  appointed  in  writing,  at any
meeting  of  Holders  of  Securities  of such  series  duly  called  and held in
accordance  with the  provisions of Article  Fifteen,  or a combination  of such
instruments and any such record.  Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record
or both are delivered to the Trustee and, where it is hereby expressly required,
to the Company.  Such  instrument  or  instruments  and any such record (and the
action embodied therein and evidenced  thereby) are herein sometimes referred to
as the "Act" of the Holders  signing such instrument or instruments or so voting
at any such meeting.  Proof of execution of any such  instrument or of a writing
appointing any such agent, or of the holding by any Person of a Security,  shall
be sufficient  for any purpose of this  Indenture and conclusive in favor of the
Trustee and the Company and any agent of 

                                       -8-


the Trustee or the Company, if made in the manner provided in this Section.  The
record of any  meeting of Holders  of  Securities  shall be proved in the manner
provided in Section 1506.

                 (b) The fact and date of the  execution  by any  Person  of any
such  instrument  or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer  authorized by
law to take  acknowledgments  of deeds,  certifying that the individual  signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution  is by a  signer  acting  in a  capacity  other  than  his  individual
capacity,  such certificate or affidavit shall also constitute  sufficient proof
of his authority.  The fact and date of the execution of any such  instrument or
writing,  or the authority of the Person  executing the same, may also be proved
in any other reasonable manner which the Trustee deems sufficient.

                 (c) The ownership of Registered  Securities  shall be proved by
the Security Register.

                 (d) The  ownership  of Bearer  Securities  may be proved by the
production  of  such  Bearer  Securities  or  by  a  certificate   executed,  as
depositary,  by any trust company,  bank, banker or other  depositary,  wherever
situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein  mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein described; or such
facts may be proved by the  certificate  or affidavit of the Person holding such
Bearer Securities,  if such certificate or affidavit is deemed by the Trustee to
be  satisfactory.  The Trustee and the Company may assume that such ownership of
any Bearer Security continues until (1) another certificate or affidavit bearing
a later date issued in respect of the same Bearer  Security is produced,  or (2)
such Bearer  Security is  produced to the Trustee by some other  Person,  or (3)
such Bearer  Security is surrendered in exchange for a Registered  Security,  or
(4) such  Bearer  Security is no longer  Outstanding.  The  ownership  of Bearer
Securities  may also be proved  in any other  manner  which  the  Trustee  deems
sufficient.

                 (e) If the Company shall solicit from the Holders of Registered
Securities  any request,  demand,  authorization,  direction,  notice,  consent,
waiver or other Act, the Company  may, at its option,  in or pursuant to a Board
Resolution,  fix in  advance  a record  date for the  determination  of  Holders
entitled  to  give  such  request,  demand,  authorization,  direction,  notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
Notwithstanding  TIA Section  316(c),  such record date shall be the record date
specified  in or  pursuant to such Board  Resolution,  which shall be a date not
earlier  than  the date 30 days  prior  to the  first  solicitation  of  Holders
generally in connection  therewith and not later than the date such solicitation
is  completed.   If  such  a  record  date  is  fixed,  such  request,   demand,
authorization,  direction,  notice,  consent,  waiver  or other Act may be given
before or after such record date, but only the Holders of record at the close of
business on such  record date shall be deemed to be Holders for the  purposes of
determining   whether  Holders  of  the  requisite   proportion  of  Outstanding
Securities  have  authorized  or agreed or  consented to such  request,  demand,
authorization,  direction,  notice,  consent,  waiver or other Act, and for that
purpose the  Outstanding  Securities  shall be computed as of such record  date;
provided that no such authorization, agreement or consent by the Holders on such
record date shall be deemed effective unless it shall become effective  pursuant
to the  provisions  of this  Indenture  not later than eleven  months  after the
record date.

                 (f) Any  request,  demand,  authorization,  direction,  notice,
consent,  waiver or other Act of the  Holder of any  Security  shall  bind every
future Holder of the same Security and the Holder of every Security  issued upon
the registration of transfer thereof or in exchange  therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee,  any
Security Registrar, any Paying Agent, any Authenticating Agent or the Company in
reliance  thereon,  whether  or not  notation  of such  action is made upon such
Security.

                 SECTION  105.  Notices,  etc.,  to  Trustee  and  Company.  Any
request,  demand,  authorization,  direction,  notice, consent, waiver or Act of
Holders or other  document  provided or permitted  by this  Indenture to be made
upon, given or furnished to, or filed with,

                                       -9-


                           (1) the Trustee by any Holder or by the Company shall
         be sufficient for every purpose hereunder if made, given,  furnished or
         filed in writing to or with the Trustee at its Corporate  Trust Office,
         Attention: ______________________, or

                           (2) the Company by the Trustee or by any Holder shall
         be sufficient  for every purpose  hereunder  (unless  otherwise  herein
         expressly  provided)  if in writing  and mailed,  first  class  postage
         prepaid, to the Company addressed to it at the address of its principal
         office  specified in the first  paragraph  of this  Indenture or at any
         other  address  previously  furnished  in writing to the Trustee by the
         Company.

                 SECTION 106.  Notice to Holders;  Waiver.  Where this Indenture
provides  for  notice of any event to Holders of  Registered  Securities  by the
Company  or the  Trustee,  such  notice  shall  be  sufficiently  given  (unless
otherwise  herein  expressly  provided)  if in writing and  mailed,  first-class
postage  prepaid,  to each such Holder affected by such event, at his address as
it appears in the Security  Register,  not later than the latest  date,  and not
earlier than the earliest date, prescribed for the giving of such notice. In any
case where notice to Holders of Registered  Securities is given by mail, neither
the failure to mail such notice,  nor any defect in any notice so mailed, to any
particular  Holder shall affect the  sufficiency  of such notice with respect to
other  Holders of  Registered  Securities  or the  sufficiency  of any notice to
Holders of Bearer  Securities given as provided  herein.  Any notice mailed to a
Registered Holder in the manner herein  prescribed shall be conclusively  deemed
to have been  received  by such  Holder,  whether  or not such  Holder  actually
receives such notice.

                 If by reason of the suspension of or  irregularities in regular
mail service or by reason of any other cause it shall be  impracticable  to give
such notice by mail, then such notification to Holders of Registered  Securities
as shall be made with the approval of the Trustee shall  constitute a sufficient
notification to such Holders for every purpose hereunder.

                 Except as  otherwise  expressly  provided  herein or  otherwise
specified  with respect to any  Securities  pursuant to Section 301,  where this
Indenture provides for notice to Holders of Bearer Securities of any event, such
notice shall be  sufficiently  given if published in an Authorized  Newspaper in
The City of New York and in such  other  city or cities as may be  specified  in
such  Securities on a Business Day,  such  publication  to be not later than the
latest date, and not earlier than the earliest  date,  prescribed for the giving
of such  notice.  Any such notice shall be deemed to have been given on the date
of such  publication  or, if published  more than once, on the date of the first
such publication.

                 If by reason of the suspension of publication of any Authorized
Newspaper or  Authorized  Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer  Securities as provided
above,  then such notification to Holders of Bearer Securities as shall be given
with the  approval of the Trustee  shall  constitute  sufficient  notice to such
Holders  for every  purpose  hereunder.  Neither  the  failure to give notice by
publication to any particular Holder of Bearer Securities as provided above, nor
any defect in any notice so  published,  shall  affect the  sufficiency  of such
notice with respect to other Holders of Bearer  Securities or the sufficiency of
any notice to Holders of Registered Securities given as provided herein.

                 Any request, demand, authorization,  direction, notice, consent
or waiver  required or permitted  under this  Indenture  shall be in the English
language, except that any published notice may be in an official language of the
country of publication.

                 Where this  Indenture  provides for notice in any manner,  such
notice may be waived in writing by the Person  entitled to receive  such notice,
either  before or after the event,  and such waiver shall be the  equivalent  of
such notice.  Waivers of notice by Holders shall be filed with the Trustee,  but
such filing  shall not be a condition  precedent  to the  validity of any action
taken in reliance upon such waiver.

                 SECTION  107.  Effect of Headings  and Table of  Contents.  The
Article  and  Section  headings  herein  and  the  Table  of  Contents  are  for
convenience only and shall not affect the construction hereof.

                                      -10-


                 SECTION  108.   Successors  and  Assigns.   All  covenants  and
agreements  in this  Indenture  by the  Company  shall bind its  successors  and
assigns, whether so expressed or not.

                 SECTION 109. Separability Clause. In case any provision in this
Indenture  or  in  any   Security  or  coupon  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 110.  Benefits of Indenture.  Nothing in this Indenture
or in the Securities or coupons,  express or implied,  shall give to any Person,
other than the parties hereto,  any Security  Registrar,  any Paying Agent,  any
Authenticating  Agent and their successors hereunder and the Holders any benefit
or any legal or equitable right, remedy or claim under this Indenture.

                 SECTION 111.  Governing  Law. This Indenture and the Securities
and coupons shall be governed by and construed in accordance with the law of The
Commonwealth  of  Massachusetts.  This Indenture is subject to the provisions of
the TIA that are required to be part of this Indenture and shall,  to the extent
applicable, be governed by such provisions.

                 SECTION  112.  Legal  Holidays.  In any case where any Interest
Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated
Maturity or Maturity of any Security shall not be a Business Day at any Place of
Payment,  then  (notwithstanding  any other  provision of this  Indenture or any
Security or coupon other than a provision in the  Securities of any series which
specifically states that such provision shall apply in lieu hereof),  payment of
interest or any Additional Amounts or principal (and premium, if any) or sinking
fund payment need not be made at such Place of Payment on such date,  but may be
made on the next succeeding  Business Day at such Place of Payment with the same
force and  effect as if made on the  Interest  Payment  Date,  Redemption  Date,
Repayment  Date or sinking  fund  payment  date,  or at the Stated  Maturity  or
Maturity;  provided  that no interest  shall accrue on the amount so payable for
the period from and after such Interest Payment Date, Redemption Date, Repayment
Date,  sinking fund payment date,  Stated Maturity or Maturity,  as the case may
be.


                                   ARTICLE TWO

                                SECURITIES FORMS

                 SECTION 201. Forms of Securities. The Registered Securities, if
any,  of each  series  and the Bearer  Securities,  if any,  of each  series and
related coupons shall be in  substantially  the forms as shall be established in
one or more indentures  supplemental  hereto or approved from time to time by or
pursuant to a Board  Resolution in accordance  with Section 301, shall have such
appropriate  insertions,  omissions,  substitutions  and other variations as are
required or permitted by this  Indenture or any indenture  supplemental  hereto,
and may  have  such  letters,  numbers  or  other  marks  of  identification  or
designation and such legends or  endorsements  placed thereon as the Company may
deem  appropriate  and as are  not  inconsistent  with  the  provisions  of this
Indenture,  or as may be  required  to  comply  with any law or with any rule or
regulation  made  pursuant  thereto  or  with  any  rule  or  regulation  of any
securities  exchange  on which the  Securities  may be listed,  or to conform to
usage.

                 Unless  otherwise  specified  as  contemplated  by Section 301,
Bearer Securities shall have interest coupons attached.

                 The  definitive   Securities  and  coupons  shall  be  printed,
lithographed  or engraved or produced by any  combination  of these methods on a
steel engraved border or steel engraved  borders or may be produced in any other
manner,  all  as  determined  by the  officers  of the  Company  executing  such
Securities  or coupons,  as evidenced by their  execution of such  Securities or
coupons.


                                      -11-


                 SECTION 202. Form of Trustee's  Certificate of  Authentication.
Subject to Section 611, the Trustee's  certificate of authentication shall be in
substantially the following form:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                           ________________________________
                                                 as Trustee


                           By______________________________
                                         Authorized Officer

                 SECTION 203.  Securities Issuable in Global Form. If Securities
of or within a series  are  issuable  in global  form,  as  specified  in and as
contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and
the  provisions of Section 302, any such Security  shall  represent  such of the
Outstanding  Securities  of such  series as shall be  specified  therein and may
provide that it shall represent the aggregate  amount of Outstanding  Securities
of such series from time to time endorsed  thereon and that the aggregate amount
of Outstanding  Securities of such series  represented  thereby may from time to
time be  increased  or  decreased to reflect  exchanges.  Any  endorsement  of a
Security in global form to reflect  the amount,  or any  increase or decrease in
the amount, of Outstanding  Securities  represented thereby shall be made by the
Trustee in such manner and upon instructions  given by such Person or Persons as
shall be  specified  therein  or in the  Company  Order to be  delivered  to the
Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303
and, if  applicable,  Section 304, the Trustee  shall  deliver and redeliver any
Security in permanent global form in the manner and upon  instructions  given by
the Person or Persons specified therein or in the applicable Company Order. If a
Company  Order  pursuant to Section 303 or 304 has been, or  simultaneously  is,
delivered,  any  instructions  by the Company  with  respect to  endorsement  or
delivery or redelivery of a Security in global form shall be in writing but need
not  comply  with  Section  102 and need not be  accompanied  by an  Opinion  of
Counsel.

                 The  provisions of the last sentence of Section 303 shall apply
to any Security  represented  by a Security in global form if such  Security was
never issued and sold by the Company and the Company delivers to the Trustee the
Security in global  form  together  with  written  instructions  (which need not
comply with  Section 102 and need not be  accompanied  by an Opinion of Counsel)
with regard to the reduction in the principal  amount of Securities  represented
thereby,  together with the written statement  contemplated by the last sentence
of Section 303.

                 Notwithstanding the provisions of Section 307, unless otherwise
specified  as  contemplated  by Section  301,  payment of  principal  of and any
premium and interest on any  Security in permanent  global form shall be made to
the Person or Persons specified therein.

                 Notwithstanding  the  provisions  of Section  308 and except as
provided in the preceding  paragraph,  the Company, the Trustee and any agent of
the Company and the Trustee shall treat as the Holder of such  principal  amount
of Outstanding  Securities represented by a permanent global Security (i) in the
case of a permanent  global  Security  in  registered  form,  the Holder of such
permanent  global Security in registered form or (ii) in the case of a permanent
global Security in bearer form, Euroclear or CEDEL.


                                  ARTICLE THREE

                                 THE SECURITIES

                 SECTION  301.  Amount  Unlimited;   Issuable  in  Series.   The
aggregate  principal  amount  of  Securities  which  may  be  authenticated  and
delivered under this Indenture is unlimited.


                                      -12-


                 The Securities may be issued in one or more series. There shall
be established in one or more Board Resolutions or pursuant to authority granted
by one or more Board  Resolutions  and,  subject to Section 303,  set forth,  or
determined in the manner provided, in an Officers'  Certificate,  or established
in one or  more  indentures  supplemental  hereto,  prior  to  the  issuance  of
Securities of any series,  any or all of the following,  as applicable  (each of
which (except for the matters set forth in clauses (1), (2) and (14) below),  if
so provided,  may be determined from time to time by the Company with respect to
unissued Securities of the series when issued from time to time):

                           (1) the title of the  Securities of the series (which
         shall  distinguish  the Securities of such series from all other series
         of Securities);

                           (2) any limit upon the aggregate  principal amount of
         the  Securities of the series that 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 304, 305, 306, 906,
         1107 or 1305);

                           (3) the date or dates,  or the  method by which  such
         date or  dates  will be  determined,  on  which  the  principal  of the
         Securities of the series shall be payable;

                           (4) the rate or rates at which the  Securities of the
         series shall bear interest, if any, or the method by which such rate or
         rates shall be  determined,  the date or dates from which such interest
         shall  accrue  or the  method  by which  such  date or  dates  shall be
         determined,  the Interest  Payment Dates on which such interest will be
         payable and the Regular  Record Date, if any, for the interest  payable
         on any Registered  Security on any Interest Payment Date, or the method
         by which  such  date  shall be  determined,  and the basis  upon  which
         interest  shall be  calculated  if other than that of a 360-day year of
         twelve 30-day months;

                           (5) the place or places where the  principal  of, any
         premium and interest on and any Additional  Amounts  payable in respect
         of,  Securities  of  the  series  shall  be  payable,   any  Registered
         Securities  of  the  series  may be  surrendered  for  registration  of
         transfer,  exchange or conversion and notices or demands to or upon the
         Company in respect of the  Securities of the series and this  Indenture
         may be served;

                           (6) the period or periods within which or the date or
         dates on which,  the price or  prices  at  which,  and other  terms and
         conditions  upon which  Securities  of the series may be  redeemed,  in
         whole or in part,  at the option of the  Company,  if the Company is to
         have the option;

                           (7) the obligation, if any, of the Company to redeem,
         repay or purchase Securities of the series pursuant to any sinking fund
         or analogous  provision or at the option of a Holder  thereof,  and the
         period or periods within which or the date or dates on which, the price
         or  prices  at  which,  and  other  terms  and  conditions  upon  which
         Securities  of the series shall be redeemed,  repaid or  purchased,  in
         whole or in part, pursuant to such obligation;

                           (8) if other  than  denominations  of $1,000  and any
         integral  multiple  thereof,  the denominations in which any Registered
         Securities  of the series  shall be issuable  and the  denomination  or
         denominations  in which any Bearer  Securities  of the series  shall be
         issuable;

                           (9) if other than  Dollars,  the Foreign  Currency or
         Currencies in which payment of the principal of (and premium,  if any),
         interest, if any, on, and Additional Amounts, if any, on the Securities
         of the series shall be payable,  in which the  Securities of the series
         shall be redeemed or purchased or in which the Securities of the series
         shall be denominated;

                           (10) if other than the principal amount thereof,  the
         portion of the principal  amount of Securities of the series that shall
         be payable upon  declaration of  acceleration  of the Maturity  thereof
         pursuant to 
                                      -13-


         Section 502 or, if applicable,  the portion of the principal  amount of
         Securities of the series that is  convertible  in  accordance  with the
         provisions of this Indenture, or the method by which such portion shall
         be determined;

                           (11)  whether the amount of payments of  principal of
         (and  premium,  if any) or interest,  if any, on the  Securities of the
         series may be determined  with reference to an index,  formula or other
         method  (which  index,   formula  or  method  may  be  based,   without
         limitation,  on one  or  more  currencies,  currency  units,  composite
         currencies,  commodities,  equity  indices or other  indices),  and the
         manner in which such amounts shall be determined;

                           (12) whether the principal of (and  premium,  if any)
         or interest, if any on or Additional Amounts, if any, on the Securities
         of the series are to be  payable,  at the  election of the Company or a
         Holder thereof, in a currency or currencies,  currency unit or units or
         composite  currency  or  currencies  other  than  that  in  which  such
         Securities  are  denominated  or stated to be  payable,  the  period or
         periods  within which,  and the terms and conditions  upon which,  such
         election  may be made,  and the time and manner of, and identity of the
         exchange rate agent with  responsibility  for  determining the exchange
         rate  between the  currency or  currencies,  currency  unit or units or
         composite   currency  or  currencies  in  which  such   Securities  are
         denominated  or stated to be payable and the  currency  or  currencies,
         currency  unit or units or composite  currency or  currencies  in which
         such Securities are to be paid;

                           (13) provisions,  if any,  granting special rights to
         the Holders of  Securities  of the series upon the  occurrence  of such
         events as may be specified;

                           (14)  any  deletions   from,   modifications   of  or
         additions  to the Events of Default or  covenants  of the  Company  set
         forth in this  Indenture  with  respect  to  Securities  of the  series
         (whether or not such Events of Default or covenants are consistent with
         the Events of Default or covenants set forth herein);

                           (15)  whether  Securities  of  the  series  are to be
         issuable as Registered  Securities,  Bearer Securities (with or without
         coupons) or both,  any  restrictions  applicable to the offer,  sale or
         delivery  of  Bearer   Securities  and  the  terms  upon  which  Bearer
         Securities of the series may be exchanged for Registered  Securities of
         the  series  and  vice  versa  (if  permitted  by  applicable  laws and
         regulations),  whether any  Securities of the series are to be issuable
         initially in temporary  global form and whether any  Securities  of the
         series are to be  issuable  in  permanent  global  form with or without
         coupons and, if so, whether  beneficial owners of interests in any such
         permanent global Security may exchange such interests for Securities of
         such series and of like tenor of any authorized  form and  denomination
         and the  circumstances  under which any such  exchanges  may occur,  if
         other than in the manner  provided in Section 305,  and, if  Registered
         Securities of the series are to be issuable as a global  Security,  the
         identity of the depositary for such series;

                           (16) the date as of which any  Bearer  Securities  of
         the series and any temporary global Security  representing  Outstanding
         Securities  of the  series  shall be  dated  if other  than the date of
         original issuance of the first Security of the series to be issued;

                           (17)  the  Person  to  whom  any   interest   on  any
         Registered  Security of the series shall be payable,  if other than the
         Person  in  whose  name  that  Security  (or  one or  more  Predecessor
         Securities)  is  registered  at the close of  business  on the  Regular
         Record Date for such  interest,  the manner in which,  or the Person to
         whom,  any  interest  on any Bearer  Security  of the  series  shall be
         payable,  if  otherwise  than upon  presentation  and  surrender of the
         coupons  appertaining  thereto as they severally mature, and the extent
         to which, or the manner in which,  any interest  payable on a temporary
         global Security on an Interest  Payment Date will be paid if other than
         in the manner provided in Section 304;

                           (18) the  applicability,  if any,  of  Sections  1402
         and/or  1403 to the  Securities  of the  series and any  provisions  in
         modification  of, in addition to or in lieu of any of the provisions of
         Article Fourteen;

                                      -14-

                           (19)  if the  Securities  of  such  series  are to be
         issuable  in  definitive  form  (whether  upon  original  issue or upon
         exchange of a temporary  Security of such  series) only upon receipt of
         certain  certificates  or  other  documents  or  satisfaction  of other
         conditions, then the form and/or terms of such certificates,  documents
         or conditions;

                           (20) if the Securities of the series are to be issued
         upon the  exercise  of  warrants,  the time,  manner and place for such
         Securities to be authenticated and delivered;

                           (21) whether and under what circumstances the Company
         will pay  Additional  Amounts as  contemplated  by Section  1007 on the
         Securities  of the  series  to any  Holder  who is not a United  States
         person  (including any  modification to the definition of such term) in
         respect of any tax,  assessment  or  governmental  charge  and,  if so,
         whether  the  Company  will have the option to redeem  such  Securities
         rather  than pay such  Additional  Amounts  (and the  terms of any such
         option);

                           (22) the obligation, if any, of the Company to permit
         the  conversion of the  Securities of such series into Common Shares or
         Preferred  Shares of the Company or other  securities,  as the case may
         be, and the terms and conditions  upon which such  conversion  shall be
         effected (including,  without limitation,  the initial conversion price
         or rate,  the  conversion  period,  any  adjustment  of the  applicable
         conversion  price and any  requirements  relative to the reservation of
         such shares for purposes of conversion);

                           (23) the terms and  conditions,  if any,  upon  which
         payment of the Securities of such series shall be  subordinated  to the
         Securities  of  another  series or other  indebtedness  of the  Company
         (including, without limitation, indebtedness which ranks senior to such
         Securities;  restrictions  on  payments  to Holders of such  Securities
         while a default with respect to such senior indebtedness is continuing;
         restrictions,  if any, on  payments  to the Holders of such  Securities
         following an Event of Default; and any requirements for Holders of such
         Securities  to remit  certain  payments  to the  holders of such senior
         indebtedness);

                           (24)  if  the  Securities  of  the  series  are to be
         guaranteed, the term and conditions of such guarantee;

                           (25)  if  the  Securities  of  the  series  are to be
         secured,  the terms and  conditions  pertaining  to the  security and a
         description of the collateral pledged as security ;

                           (26) if other than the Trustee,  the identity of each
         Security Registrar and/or Paying Agent for the series; and

                           (27) any other terms of the series (which terms shall
         not be inconsistent with the provisions of this Indenture).

                 All  Securities of any one series and the coupons  appertaining
to any Bearer Securities of such series shall be substantially identical except,
in the case of  Registered  Securities,  as to  denominations  and except as may
otherwise be provided in or pursuant to the Board  Resolution  establishing  the
series (subject to Section 303) and set forth in an Officers'  Certificate or in
any indenture  supplemental hereto. All Securities of any one series need not be
issued  at the same  time  and,  unless  otherwise  provided,  a  series  may be
reopened,  without the  consent of the  Holders,  for  issuances  of  additional
Securities of such series.

                 If  any of  the  terms  of the  Securities  of any  series  are
established by action taken pursuant to one or more Board Resolutions, a copy of
an appropriate  record of such action(s)  shall be certified by the Secretary or
an Assistant  Secretary of the Company and  delivered to the Trustee at or prior
to the  delivery of the  Officers'  Certificate  setting  forth the terms of the
Securities of such series.

                                      -15-


                 SECTION 302. Denominations. The Securities of each series shall
be issuable in such  denominations  as shall be  specified  as  contemplated  by
Section 301. With respect to Securities of any series denominated in Dollars, in
the absence of any such  provisions,  the Registered  Securities of such series,
other than  Registered  Securities  issued in global  form  (which may be of any
denomination),  shall be issuable in  denominations  of $1,000 and any  integral
multiple thereof.

                 SECTION 303.  Execution,  Authentication,  Delivery and Dating.
The Securities and any coupons  appertaining thereto shall be executed on behalf
of the  Company  by its  Chairman  of the  Board and  Chief  Executive  Officer,
President or one of its Vice Presidents,  under its seal reproduced thereon, and
attested by its Secretary or one of its Assistant Secretaries.  The signature of
any of these  officers on the  Securities and coupons may be manual or facsimile
signatures  of the  present or any future  such  authorized  officer  and may be
imprinted or otherwise reproduced on the Securities.

                 Securities   or  coupons   bearing  the  manual  or   facsimile
signatures  of  individuals  who  were at any time the  proper  officers  of the
Company shall bind the Company,  notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the  authentication  and delivery
of such  Securities or did not hold such offices at the date of such  Securities
or coupons.

                 At any time and  from  time to time  after  the  execution  and
delivery of this  Indenture,  the Company may deliver  Securities of any series,
together with any coupon  appertaining  thereto,  executed by the Company to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities,  and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities;  provided,  however, that,
in connection with its original issuance,  no Bearer Security shall be mailed or
otherwise  delivered to any location in the United States;  and provided further
that,  unless  otherwise  specified  with  respect to any  series of  Securities
pursuant to Section 301, a Bearer  Security may be delivered in connection  with
its  original  issuance  only if the  Person  entitled  to receive  such  Bearer
Security shall have furnished a certificate in the form set forth in Exhibit A-1
to this Indenture or such other  certificate as may be specified with respect to
any series of Securities  pursuant to Section 301, dated no earlier than 15 days
prior to the earlier of the date on which such Bearer  Security is delivered and
the date on which any temporary  Security  first becomes  exchangeable  for such
Bearer Security in accordance with the terms of such temporary Security and this
Indenture.  If any Security shall be  represented  by a permanent  global Bearer
Security,  then, for purposes of this Section and Section 304, the notation of a
beneficial  owner's interest therein upon original  issuance of such Security or
upon exchange of a portion of a temporary  global Security shall be deemed to be
delivery in connection  with its original  issuance of such  beneficial  owner's
interest in such permanent global Security.  Except as permitted by Section 306,
the Trustee shall not  authenticate  and deliver any Bearer  Security unless all
appurtenant  coupons for interest then matured have been detached and cancelled.
If all the  Securities of any series are not to be issued at one time and if the
Board  Resolution or supplemental  indenture  establishing  such series shall so
permit,  such Company Order may set forth  procedures  acceptable to the Trustee
for the issuance of such  Securities  and  determining  the terms of  particular
Securities of such series, such as interest rate or formula, maturity date, date
of issuance and date from which interest shall accrue.  In  authenticating  such
Securities,  and accepting the additional  responsibilities under this Indenture
in relation to such  Securities,  the Trustee shall be entitled to receive,  and
(subject to TIA Sections  315(a)  through  315(d))  shall be fully  protected in
relying upon,

                           (i)      an Opinion of Counsel stating that

                                    (a) the form or forms of such Securities and
                 any  coupons  have  been  established  in  conformity  with the
                 provisions of this Indenture;

                                    (b) the  terms  of such  Securities  and any
                 coupons have been established in conformity with the provisions
                 of this Indenture; and

                                    (c)  such  Securities,   together  with  any
                 coupons  appertaining  thereto,  when  completed by appropriate
                 insertions  and  executed  and  delivered by the Company to the
                 Trustee for  

                                      -16-


                 authentication in accordance with this Indenture, authenticated
                 and delivered by the Trustee in accordance  with this Indenture
                 and issued by the  Company  in the  manner  and  subject to any
                 conditions   specified  in  such   Opinion  of  Counsel,   will
                 constitute legal, valid and binding obligations of the Company,
                 enforceable  in  accordance   with  their  terms,   subject  to
                 applicable  bankruptcy,  insolvency,  reorganization  and other
                 similar laws of general applicability  relating to or affecting
                 the enforcement of creditors'  rights  generally and to general
                 equitable principles; and

                           (ii)  an  Officers'   Certificate  stating  that  all
         conditions  precedent  provided for in this  Indenture  relating to the
         issuance of the  Securities  have been  complied  with and that, to the
         best of the knowledge of the signers of such  certificate,  no Event of
         Default with respect to any of the  Securities  shall have occurred and
         be continuing.

If such  form or terms  have  been so  established,  the  Trustee  shall  not be
required  to  authenticate  such  Securities  if the  issue  of such  Securities
pursuant  to this  Indenture  will  affect the  Trustee's  own  rights,  duties,
obligations  or immunities  under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee.

                 Notwithstanding  the  provisions  of  Section  301  and  of the
preceding paragraph, if all the Securities of any series are not to be issued at
one  time,  it shall  not be  necessary  to  deliver  an  Officers'  Certificate
otherwise  required pursuant to Section 301 or a Company Order, or an Opinion of
Counsel or an Officers' Certificate otherwise required pursuant to the preceding
paragraph  at the time of issuance of each  Security  of such  series,  but such
order,  opinion and certificates,  with appropriate  modifications to cover such
future  issuances,  shall be  delivered at or before the time of issuance of the
first Security of such series.

                 Each  Registered  Security  shall  be  dated  the  date  of its
authentication  and each Bearer Security shall be dated as of the date specified
as contemplated by Section 301.

                 No  Security or coupon  shall be entitled to any benefit  under
this Indenture or be valid or obligatory for any purpose unless there appears on
such  Security  or Security to which such coupon  appertains  a  certificate  of
authentication  substantially  in the form  provided for herein duly executed by
the Trustee by manual signature of an authorized  officer,  and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered  hereunder and is entitled to
the benefits of this Indenture.  Notwithstanding the foregoing,  if any Security
shall have been authenticated and delivered  hereunder but never issued and sold
by the Company,  and the Company  shall deliver such Security to the Trustee for
cancellation as provided in Section 309 together with a written statement (which
need not comply with  Section 102 and need not be  accompanied  by an Opinion of
Counsel)  stating  that such  Security  has never  been  issued  and sold by the
Company,  for all purposes of this Indenture such Security shall be deemed never
to have been  authenticated and delivered  hereunder and shall never be entitled
to the benefits of this Indenture.

                 SECTION 304.  Temporary Securities.

                 (a) Pending the  preparation  of  definitive  Securities of any
series,  the Company  may  execute,  and upon  Company  Order the Trustee  shall
authenticate and deliver, temporary Securities which are printed,  lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially  of the tenor of the  definitive  Securities in lieu of which they
are issued,  in registered  form, or, if authorized,  in bearer form with one or
more  coupons  or  without  coupons,  and  with  such  appropriate   insertions,
omissions,  substitutions  and other  variations as the officers  executing such
Securities may determine,  as conclusively  evidenced by their execution of such
Securities.  In the case of Securities of any series, such temporary  Securities
may be in global form.

                 Except  in the case of  temporary  Securities  in  global  form
(which  shall be  exchanged in  accordance  with Section  304(b) or as otherwise
provided in or pursuant to a Board Resolution),  if temporary  Securities of any
series are issued,  the Company will cause definitive  Securities of that series
to be prepared without  unreasonable  delay. After the preparation of definitive
Securities  of such series,  the  temporary  Securities  of such series shall be
exchangeable  for  

                                      -17-

definitive  Securities of such series upon surrender of the temporary Securities
of such  series at the office or agency of the Company in a Place of Payment for
that series,  without charge to the Holder.  Upon surrender for  cancellation of
any  one  or  more  temporary  Securities  of  any  series  (accompanied  by any
non-matured  coupons  appertaining  thereto),  the Company shall execute and the
Trustee shall  authenticate  and deliver in exchange  therefor a like  principal
amount of definitive Securities of the same series of authorized  denominations;
provided,  however,  that no definitive  Bearer  Security  shall be delivered in
exchange  for a temporary  Registered  Security;  and  provided  further  that a
definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security only in compliance  with the conditions set forth in Section 303. Until
so exchanged,  the  temporary  Securities of any series shall in all respects be
entitled to the same benefits under this  Indenture as definitive  Securities of
such series.

                 (b)  Unless  otherwise  provided  in  or  pursuant  to a  Board
Resolution,   this  Section  304(b)  shall  govern  the  exchange  of  temporary
Securities  issued in global form other than through the  facilities  of DTC. If
any such temporary Security is issued in global form, then such temporary global
Security shall,  unless otherwise  provided therein,  be delivered to the London
office of a depositary or common depositary (the "Common  Depositary"),  for the
benefit of Euroclear  and CEDEL,  for credit to the  respective  accounts of the
beneficial  owners of such  Securities  (or to such other  accounts  as they may
direct).

                 Without  unnecessary  delay but in any event not later than the
date  specified in, or determined  pursuant to the terms of, any such  temporary
global Security (the "Exchange Date"),  the Company shall deliver to the Trustee
definitive  Securities,  in aggregate  principal  amount equal to the  principal
amount of such temporary global Security,  executed by the Company.  On or after
the Exchange Date,  such temporary  global  Security shall be surrendered by the
Common Depositary to the Trustee, as the Company's agent for such purpose, to be
exchanged,  in whole or from  time to time in part,  for  definitive  Securities
without charge, and the Trustee shall authenticate and deliver,  in exchange for
each portion of such temporary  global  Security,  an equal aggregate  principal
amount of definitive  Securities of the same series of authorized  denominations
and of like  tenor  as the  portion  of such  temporary  global  Security  to be
exchanged.  The  definitive  Securities to be delivered in exchange for any such
temporary global Security shall be in bearer form,  registered  form,  permanent
global  bearer form or permanent  global  registered  form,  or any  combination
thereof,  as specified as  contemplated  by Section 301, and, if any combination
thereof is so specified, as requested by the beneficial owner thereof; provided,
however,  that,  unless  otherwise  specified in such temporary global Security,
upon such presentation by the Common Depositary,  such temporary global Security
is accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary global Security held for
its account then to be exchanged and a certificate  dated the Exchange Date or a
subsequent  date and signed by CEDEL as to the portion of such temporary  global
Security held for its account then to be  exchanged,  each in the form set forth
in Exhibit  A-2 to this  Indenture  or in such other form as may be  established
pursuant to Section 301; and provided further that definitive  Bearer Securities
shall be delivered in exchange for a portion of a temporary global Security only
in compliance with the requirements of Section 303.

                 Unless  otherwise  specified in such temporary global Security,
the  interest of a  beneficial  owner of  Securities  of a series in a temporary
global Security shall be exchanged for definitive  Securities of the same series
and of like tenor following the Exchange Date when the account holder  instructs
Euroclear or CEDEL,  as the case may be, to request such  exchange on his behalf
and  delivers to Euroclear or CEDEL,  as the case may be, a  certificate  in the
form set forth in Exhibit A-1 to this  Indenture  (or in such other forms as may
be established  pursuant to Section 301), dated no earlier than 15 days prior to
the Exchange  Date,  copies of which  certificate  shall be  available  from the
offices of Euroclear and CEDEL, the Trustee,  any Authenticating Agent appointed
for such series of Securities and each Paying Agent.  Unless otherwise specified
in such  temporary  global  Security,  any such  exchange  shall be made free of
charge to the beneficial owners of such temporary global Security, except that a
Person receiving definitive Securities must bear the cost of insurance, postage,
transportation and the like unless such Person takes delivery of such definitive
Securities in person at the offices of Euroclear or CEDEL. Definitive Securities
in bearer form to be delivered in exchange for any portion of a temporary global
Security shall be delivered only outside the United States.

                 Until exchanged in full as hereinabove provided,  the temporary
Securities  of any series shall in all respects be entitled to the same benefits
under this  Indenture as  definitive  Securities  of the same series and of like
tenor  

                                      -18-

authenticated and delivered  hereunder,  except that, unless otherwise specified
as contemplated by Section 301,  interest payable on a temporary global Security
on an Interest Payment Date for Securities of such series occurring prior to the
applicable  Exchange  Date  shall be  payable  to  Euroclear  and  CEDEL on such
Interest  Payment Date upon  delivery by Euroclear and CEDEL to the Trustee of a
certificate  or  certificates  in the form  set  forth  in  Exhibit  A-2 to this
Indenture  (or in such other  forms as may be  established  pursuant  to Section
301), for credit without further interest on or after such Interest Payment Date
to the  respective  accounts  of persons who are the  beneficial  owners of such
temporary  global  Security  on such  Interest  Payment  Date and who have  each
delivered  to  Euroclear or CEDEL,  as the case may be, a  certificate  dated no
earlier than 15 days prior to the Interest  Payment Date occurring prior to such
Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such
other  forms as may be  established  pursuant to Section  301).  Notwithstanding
anything to the contrary herein contained,  the certifications  made pursuant to
this paragraph shall satisfy the certification requirements of the preceding two
paragraphs of this Section 304 (b) and of the third  paragraph of Section 303 of
this Indenture and the interests of the Persons who are the beneficial owners of
a temporary  global Security with respect to which such  certification  was made
will be exchanged for definitive Securities of the same series and of like tenor
on the Exchange Date or the date of  certification if such date occurs after the
Exchange Date, without further act or deed by such beneficial owners.  Except as
otherwise provided in this paragraph, no payments of principal or interest owing
with respect to a beneficial  interest in a temporary  global  Security  will be
made unless and until such interest in such temporary global Security shall have
been  exchanged  for an  interest  in a  definitive  Security.  Any  interest so
received  by  Euroclear  and  CEDEL  and not paid as  herein  provided  shall be
returned to the Trustee prior to the expiration of two years after such Interest
Payment Date in order to be repaid to the Company.

                 SECTION  305.   Registration,   Registration  of  Transfer  and
Exchange.  The Company shall cause to be kept at the  Corporate  Trust Office of
the  Trustee or in any  office or agency of the  Company in a Place of Payment a
register for each series of Securities (the registers  maintained in such office
or in any such  office or  agency of the  Company  in a Place of  Payment  being
herein sometimes referred to collectively as the "Security  Register") in which,
subject to such  reasonable  regulations as it may prescribe,  the Company shall
provide for the  registration  of  Registered  Securities  and of  transfers  of
Registered  Securities.  The Security  Register  shall be in written form or any
other form  capable of being  converted  into  written  form within a reasonable
time. The Trustee,  at its Corporate Trust Office, is hereby initially appointed
"Security  Registrar" for the purpose of registering  Registered  Securities and
transfers of Registered Securities on such Security Register as herein provided.
In the event that the Trustee  shall cease to be  Security  Registrar,  it shall
have the right to examine the Security Register at all reasonable times.

                 Subject to the  provisions of this Section 305, upon  surrender
for  registration  of transfer of any  Registered  Security of any series at any
office or agency of the  Company  in a Place of  Payment  for that  series,  the
Company shall execute,  and the Trustee shall  authenticate and deliver,  in the
name of the  designated  transferee or  transferees,  one or more new Registered
Securities of the same series,  of any  authorized  denominations  and of a like
aggregate principal amount, bearing a number not contemporaneously  outstanding,
and containing identical terms and provisions.

                 Subject to the provisions of this Section 305, at the option of
the  Holder,  Registered  Securities  of any series may be  exchanged  for other
Registered  Securities of the same series,  of any  authorized  denomination  or
denominations  and of a like aggregate  principal amount,  containing  identical
terms  and  provisions,  upon  surrender  of  the  Registered  Securities  to be
exchanged at any such office or agency.  Whenever any such Registered Securities
are so  surrendered  for exchange,  the Company shall  execute,  and the Trustee
shall  authenticate  and deliver,  the  Registered  Securities  which the Holder
making the  exchange is entitled to receive.  Unless  otherwise  specified  with
respect to any series of  Securities  as  contemplated  by Section  301,  Bearer
Securities may not be issued in exchange for Registered Securities.

                 If (but only if) permitted by the applicable  Board  Resolution
and (subject to Section 303) set forth in the applicable Officers'  Certificate,
or in any indenture  supplemental  hereto,  delivered as contemplated by Section
301,  at the  option of the  Holder,  Bearer  Securities  of any  series  may be
exchanged  for  Registered  Securities  of the  same  series  of any  authorized
denominations and of a like aggregate principal amount and tenor, upon surrender
of the Bearer Securities to be exchanged at any such office or agency,  with all
unmatured  coupons and all matured coupons in default 

                                      -19-

thereto  appertaining.  If the Holder of a Bearer  Security is unable to produce
any such  unmatured  coupon or coupons or matured  coupon or coupons in default,
any such  permitted  exchange  may be  effected  if the  Bearer  Securities  are
accompanied by payment in funds  acceptable to the Company in an amount equal to
the face amount of such  missing  coupon or coupons,  or the  surrender  of such
missing  coupon or coupons may be waived by the Company and the Trustee if there
is furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Security
shall  surrender to any Paying Agent any such missing coupon in respect of which
such a payment  shall have been made,  such Holder  shall be entitled to receive
the  amount of such  payment;  provided,  however,  that,  except  as  otherwise
provided in Section 1002, interest  represented by coupons shall be payable only
upon  presentation and surrender of those coupons at an office or agency located
outside  the United  States.  Notwithstanding  the  foregoing,  in case a Bearer
Security  of any  series  is  surrendered  at any such  office  or  agency  in a
permitted  exchange for a Registered  Security of the same series and like tenor
after the close of business  at such office or agency on (i) any Regular  Record
Date and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the  related  proposed  date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date or proposed date for payment, as the case
may be, and  interest  or  Defaulted  Interest,  as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment,  as the case
may be, in respect of the Registered Security issued in exchange for such Bearer
Security,  but will be  payable  only to the Holder of such  coupon  when due in
accordance with the provisions of this Indenture. Whenever any Bearer Securities
are so  surrendered  for exchange,  the Company shall  execute,  and the Trustee
shall  authenticate  and deliver,  the  Securities  which the Holder  making the
exchange is entitled to receive.

                 Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this paragraph.  If the depositary for any permanent  global
Security is DTC, then, unless the terms of such global Security expressly permit
such  global  Security  to be  exchanged  in  whole  or in part  for  definitive
Securities, a global Security may be transferred, in whole but not in part, only
to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for
such global Security selected or approved by the Company or to a nominee of such
successor  to DTC. If at any time DTC  notifies the Company that it is unwilling
or unable to  continue  as  depositary  for the  applicable  global  Security or
Securities or if at any time DTC ceases to be a clearing agency registered under
the  Securities  Exchange Act of 1934, as amended,  if so required by applicable
law or regulation, the Company shall appoint a successor depositary with respect
to such global  Security or Securities.  If (x) a successor  depositary for such
global  Security or Securities  is not  appointed by the Company  within 90 days
after the Company  receives such notice or becomes aware of such  unwillingness,
inability  or  ineligibility,  (y) an  Event  of  Default  has  occurred  and is
continuing and the beneficial owners representing a majority in principal amount
of the applicable  series of Securities  represented by such global  Security or
Securities  advise DTC to cease acting as depositary for such global Security or
Securities or (z) the Company,  in its sole  discretion,  determines at any time
that all Outstanding  Securities (but not less than all) of any series issued or
issuable  in the  form of one or more  global  Securities  shall  no  longer  be
represented  by such global  Security  or  Securities,  then the  Company  shall
execute, and the Trustee shall authenticate and deliver,  definitive  Securities
of like  series,  rank,  tenor  and  terms in  definitive  form in an  aggregate
principal  amount  equal to the  principal  amount of such  global  Security  or
Securities.  If any  beneficial  owner  of an  interest  in a  permanent  global
Security is otherwise  entitled to exchange such interest for Securities of such
series and of like tenor and  principal  amount of another  authorized  form and
denomination,  as specified as contemplated by Section 301 and provided that any
applicable  notice  provided in the permanent  global  Security  shall have been
given,  then  without  unnecessary  delay  but in any  event no  later  than the
earliest  date on which such  interest may be so  exchanged,  the Company  shall
execute, and the Trustee shall authenticate and deliver,  definitive  Securities
in aggregate  principal  amount equal to the principal amount of such beneficial
owner's  interest in such permanent  global  Security.  On or after the earliest
date on which such interests may be so exchanged, such permanent global Security
shall be  surrendered  for exchange by DTC or such other  depositary as shall be
specified  in the Company  Order with  respect  thereto to the  Trustee,  as the
Company's agent for such purpose; provided,  however, that no such exchanges may
occur  during a period  beginning  at the opening of business 15 days before any
selection of  Securities  to be redeemed  and ending on the relevant  Redemption
Date if the Security for which exchange is requested may be among those selected
for  redemption;  and  provided  further  that no Bearer  Security  delivered in
exchange  for a  portion  of a  permanent  global  Security  shall be  mailed or
otherwise  delivered  to any  location  in the United  States.  If a  Registered
Security is issued 
                                      -20-

in exchange for any portion of a permanent  global  Security  after the close of
business at the office or agency where such  exchange  occurs on (i) any Regular
Record  Date and before the  opening of business at such office or agency on the
relevant  Interest  Payment Date, or (ii) any Special Record Date and before the
opening of business at such  office or agency on the related  proposed  date for
payment of Defaulted Interest,  interest or Defaulted Interest,  as the case may
be,  will not be payable on such  Interest  Payment  Date or  proposed  date for
payment, as the case may be, in respect of such Registered Security, but will be
payable on such Interest Payment Date or proposed date for payment,  as the case
may be, only to the Person to whom  interest in respect of such  portion or such
permanent  global  Security is payable in accordance with the provisions of this
Indenture.

                 All  Securities  issued  upon any  registration  of transfer or
exchange of Securities shall be the valid obligations of the Company, evidencing
the same debt,  and entitled to the same benefits under this  Indenture,  as the
Securities surrendered upon such registration of transfer or exchange.

                 Every   Registered   Security   presented  or  surrendered  for
registration of transfer or for exchange or redemption  shall (if so required by
the Company or the Security Registrar) be duly endorsed,  or be accompanied by a
written  instrument  of  transfer  in form  satisfactory  to the Company and the
Security  Registrar,  duly  executed by the Holder  thereof or his attorney duly
authorized in writing.

                 No  service  charge  shall  be  made  for any  registration  of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
connection with any  registration  of transfer or exchange of Securities,  other
than  exchanges  pursuant to Section 304,  906,  1107 or 1305 not  involving any
transfer.

                 The  Company  or  the  Trustee,  as  applicable,  shall  not be
required (i) to issue, register the transfer of or exchange any Security if such
Security may be among those selected for redemption during a period beginning at
the  opening of  business  15 days  before  selection  of the  Securities  to be
redeemed  under  Section 1103 and ending at the close of business on (A) if such
Securities are issuable only as Registered Securities, the day of the mailing of
the relevant  notice of redemption  and (B) if such  Securities  are issuable as
Bearer  Securities,  the day of the first  publication of the relevant notice of
redemption or, if such Securities are also issuable as Registered Securities and
there is no publication,  the mailing of the relevant  notice of redemption,  or
(ii) to register the transfer of or exchange any Registered Security so selected
for  redemption  in  whole  or in part,  except,  in the case of any  Registered
Security to be redeemed in part,  the  portion  thereof not to be  redeemed,  or
(iii) to exchange  any Bearer  Security so selected for  redemption  except that
such a Bearer Security may be exchanged for a Registered Security of that series
and  of  like  tenor;   provided  that  such   Registered   Security   shall  be
simultaneously  surrendered  for  redemption,  or (iv) to  issue,  register  the
transfer of or exchange any Security which has been surrendered for repayment at
the option of the Holder, except that portion, if any, of such Security which is
not to be so repaid.

                 SECTION 306. Mutilated,  Destroyed, Lost and Stolen Securities.
If any mutilated Security or a Security with a mutilated coupon  appertaining to
it is surrendered to the Trustee or the Company, together with, in proper cases,
such  security or  indemnity as may be required by the Company or the Trustee to
save each of them or any agent of either of them  harmless,  the  Company  shall
execute and the Trustee shall  authenticate  and deliver in exchange  therefor a
new Security of the same series and principal amount, containing identical terms
and  provisions  and bearing a number not  contemporaneously  outstanding,  with
coupons  corresponding to the coupons,  if any,  appertaining to the surrendered
Security.

                 If there shall be  delivered  to the Company and to the Trustee
(i)  evidence to their  satisfaction  of the  destruction,  loss or theft of any
Security or coupon,  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 written  notice to the Company or the Trustee  that such  Security or
coupon has been acquired by a bona fide purchaser, the Company shall execute and
upon its request the Trustee shall authenticate and deliver, in lieu of any such
destroyed,  lost or stolen  Security or in exchange  for the Security to which a
destroyed,  lost or stolen coupon  appertains (with all appurtenant  coupons not
destroyed,  lost or stolen),  a new  Security  of the same series and  principal
amount,  containing  identical  terms and  

                                      -21-

provisions and bearing a number not contemporaneously  outstanding, with coupons
corresponding to the coupons,  if any,  appertaining to such destroyed,  lost or
stolen  Security  or to the  Security  to which such  destroyed,  lost or stolen
coupon appertains.

                 Notwithstanding  the provisions of the previous two paragraphs,
in case any such  mutilated,  destroyed,  lost or stolen  Security or coupon has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, with coupons corresponding to the coupons, if
any, appertaining to such destroyed,  lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains,  pay such Security or
coupon;  provided,  however, that payment of principal of (and premium, if any),
any interest on and any  Additional  Amounts with respect to, Bearer  Securities
shall,  except as  otherwise  provided in Section  1002,  be payable  only at an
office or agency  located  outside  the  United  States  and,  unless  otherwise
specified as  contemplated  by Section  301,  any interest on Bearer  Securities
shall  be  payable  only  upon   presentation   and  surrender  of  the  coupons
appertaining thereto.

                 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  with its  coupons,  if any,
issued  pursuant  to  this  Section  in lieu of any  destroyed,  lost or  stolen
Security,  or in exchange  for a Security to which a  destroyed,  lost or stolen
coupon  appertains,   shall  constitute  an  original   additional   contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
and its coupons, if any, or the destroyed, lost or stolen coupon 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 and their coupons, if any, 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 or
coupons.

                 SECTION 307.  Payment of Interest;  Interest Rights  Preserved.
Except  as  otherwise  specified  with  respect  to a series  of  Securities  in
accordance  with the  provisions  of Section  301,  interest  on any  Registered
Security that is payable,  and is  punctually  paid or duly provided for, on any
Interest  Payment  Date shall be paid to the Person in whose name that  Security
(or one or more  Predecessor  Securities) is registered at the close of business
on the  Regular  Record  Date for such  interest  at the office or agency of the
Company maintained for such purpose pursuant to Section 1002; provided, however,
that  each  installment  of  interest  on  any  Registered  Security  may at the
Company's option be paid by (i) mailing a check for such interest, payable to or
upon the written order of the Person entitled  thereto  pursuant to Section 308,
to the  address of such  Person as it appears on the  Security  Register or (ii)
transfer to an account maintained by the payee located inside the United States.

                 Unless  otherwise  provided as contemplated by Section 301 with
respect to the Securities of any series, payment of interest may be made, in the
case of a Bearer  Security,  by transfer to an account  maintained  by the payee
with a bank located outside the United States.

                 Unless otherwise provided as contemplated by Section 301, every
permanent  global  Security will provide that interest,  if any,  payable on any
Interest  Payment Date will be paid to DTC,  Euroclear and/or CEDEL, as the case
may be, with respect to that portion of such permanent  global Security held for
its account by Cede & Co. or the Common Depositary,  as the case may be, for the
purpose  of  permitting  such  party to credit the  interest  received  by it in
respect of such  permanent  global  Security to the  accounts of the  beneficial
owners thereof.

                 In case a Bearer  Security  of any  series  is  surrendered  in
exchange  for a  Registered  Security of such series after the close of business
(at an office or agency in a Place of Payment  for such  series) on any  Regular
Record Date and before the opening of business (at such office or agency) on the
next succeeding Interest Payment Date, such Bearer Security shall be surrendered
without the coupon relating to such Interest  Payment Date and interest will not
be 

                                      -22-

payable on such  Interest  Payment  Date in respect of the  Registered  Security
issued in exchange  for such Bearer  Security,  but will be payable  only to the
Holder  of such  coupon  when  due in  accordance  with the  provisions  of this
Indenture.

                 Except  as  otherwise  specified  with  respect  to a series of
Securities in accordance with the provisions of Section 301, any interest on any
Registered Security of any series that is payable, but is not punctually paid or
duly  provided  for, on any  Interest  Payment Date  (herein  called  "Defaulted
Interest") shall forthwith cease to be payable to the registered  Holder thereof
on the relevant  Regular  Record Date by virtue of having been such Holder,  and
such  Defaulted  Interest  may be paid by the  Company,  at its election in each
case, as provided in clause (1) or (2) below:

                           (1) The  Company  may  elect to make  payment  of any
         Defaulted  Interest  to the  Persons  in  whose  names  the  Registered
         Securities of such series (or their respective Predecessor  Securities)
         are  registered  at the close of business on a Special  Record Date for
         the  payment of such  Defaulted  Interest,  which shall be fixed in the
         following  manner.  The Company  shall notify the Trustee in writing of
         the amount of Defaulted Interest proposed to be paid on each Registered
         Security of such  series and the date of the  proposed  payment  (which
         shall not be less than 20 days after  such  notice is  received  by the
         Trustee),  and at the same  time the  Company  shall  deposit  with the
         Trustee an amount of money in the currency or currencies, currency unit
         or units or composite currency or currencies in which the Securities of
         such  series are payable  (except as  otherwise  specified  pursuant to
         Section 301 for the  Securities  of such series) equal to the aggregate
         amount  proposed  to be paid in respect of such  Defaulted  Interest or
         shall make arrangements satisfactory to the Trustee for such deposit on
         or prior to the date of the proposed payment, such money when deposited
         to be held in trust for the  benefit of the  Persons  entitled  to such
         Defaulted  Interest as in this clause  provided.  Thereupon the Trustee
         shall fix a  Special  Record  Date for the  payment  of such  Defaulted
         Interest which shall not be more than 15 days and not less than 10 days
         prior to the date of the  proposed  payment  and not less  than 10 days
         after the receipt by the Trustee of the notice of the proposed payment.
         The Trustee shall  promptly  notify the Company of such Special  Record
         Date and,  in the name and at the expense of the  Company,  shall cause
         notice of the  proposed  payment  of such  Defaulted  Interest  and the
         Special Record Date therefor to be mailed, first-class postage prepaid,
         to each Holder of  Registered  Securities of such series at his address
         as it appears in the  Security  Register not less than 10 days prior to
         such Special  Record Date. The Trustee may, in its  discretion,  in the
         name and at the expense of the  Company,  cause a similar  notice to be
         published  at least once in an  Authorized  Newspaper  in each Place of
         Payment,  but such publications  shall not be a condition  precedent to
         the  establishment of such Special Record Date.  Notice of the proposed
         payment of such Defaulted Interest and the Special Record Date therefor
         having been mailed as aforesaid,  such Defaulted Interest shall be paid
         to the Persons in whose names the Registered  Securities of such series
         (or their  respective  Predecessor  Securities)  are  registered at the
         close of  business on such  Special  Record Date and shall no longer be
         payable pursuant to the following clause (2). In case a Bearer Security
         of any series is surrendered  for transfer or exchange at the office or
         agency  in a Place  of  Payment  for such  series  after  the  close of
         business at such office or agency on any Special Record Date and before
         the  opening  of  business  at such  office or  agency  on the  related
         proposed date for payment of Defaulted  Interest,  such Bearer Security
         shall be surrendered  without the coupon relating to such proposed date
         of payment and Defaulted  Interest will not be payable on such proposed
         date of  payment  in  respect  of the  Registered  Security  issued  in
         exchange  for such  Bearer  Security,  but will be payable  only to the
         Holder of such coupon when due in  accordance  with the  provisions  of
         this Indenture.

                           (2) The  Company  may make  payment of any  Defaulted
         Interest on the Registered Securities of any series in any other lawful
         manner  not  inconsistent  with  the  requirements  of  any  securities
         exchange on which such  Securities may be listed,  and upon such notice
         as may be required by such  exchange,  if,  after  notice  given by the
         Company to the Trustee of the proposed payment pursuant to this clause,
         such manner of payment shall be deemed practicable by the Trustee.

                 Subject to the foregoing provisions of this Section and Section
305, each Security  delivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Security shall carry the rights to
interest  accrued and unpaid,  and to accrue,  which were  carried by such other
Security.
                                      -23-

                 SECTION 308. Persons Deemed Owners. Prior to due presentment of
a Registered Security for registration of transfer, the Company, the Trustee and
any agent of the  Company or the Trustee may treat the Person in whose name such
Registered  Security is registered as the owner of such Security for the purpose
of  receiving  payment of principal of (and  premium,  if any),  and (subject to
Sections 305 and 307)  interest on, such  Registered  Security and for all other
purposes  whatsoever,  whether or not such Registered  Security is overdue,  and
neither  the  Company,  the  Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

                 Title  to any  Bearer  Security  and any  coupons  appertaining
thereto  shall pass by delivery.  The Company,  the Trustee and any agent of the
Company  or the  Trustee  may treat the Holder of any  Bearer  Security  and the
Holder of any coupon as the  absolute  owner of such  Security or coupon for the
purpose of  receiving  payment  thereof or on account  thereof and for all other
purposes  whatsoever,  whether or not such  Security or coupon is  overdue,  and
neither  the  Company,  the  Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

                 None of the  Company,  the  Trustee,  any  Paying  Agent or the
Security  Registrar will have any  responsibility or liability for any aspect of
the  records  relating to or payments  made on account of  beneficial  ownership
interests  of a  Security  in global  form or for  maintaining,  supervising  or
reviewing any records relating to such beneficial ownership interests.

                 Notwithstanding  the  foregoing,  with  respect  to any  global
Security, nothing herein shall prevent the Company, the Trustee, or any agent of
the Company or the  Trustee,  from giving  effect to any written  certification,
proxy or other  authorization  furnished by any  depositary,  as a Holder,  with
respect to such global Security or impair, as between such depositary and owners
of  beneficial  interests in such global  Security,  the  operation of customary
practices  governing  the  exercise  of the  rights of such  depositary  (or its
nominee) as Holder of such global Security.

                 SECTION  309.   Cancellation.   All   Securities   and  coupons
surrendered  for  payment,  redemption,  repayment  at the option of the Holder,
registration  of transfer or  exchange  or for credit  against any sinking  fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee,  and any such  Securities and coupons and Securities and coupons
surrendered  directly  to the  Trustee  for any such  purpose  shall be promptly
cancelled  by it.  The  Company  may at any  time  deliver  to the  Trustee  for
cancellation any Securities  previously  authenticated  and delivered  hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the  Trustee  (or  to  any  other  Person  for  delivery  to  the  Trustee)  for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold,  and all  Securities  so  delivered  shall be  promptly
cancelled by the Trustee. If the Company shall so acquire any of the Securities,
however,  such acquisition  shall not operate as a redemption or satisfaction of
the  indebtedness  represented by such Securities  unless and until the same are
surrendered   to  the  Trustee  for   cancellation.   No  Securities   shall  be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this  Section,  except as expressly  permitted by this  Indenture.  Cancelled
Securities and coupons held by the Trustee shall be destroyed by the Trustee and
the Trustee  shall  deliver a certificate  of such  destruction  to the Company,
unless by a Company Order the Company directs their return to it.

                 SECTION  310.  Computation  of  Interest.  Except as  otherwise
specified  as  contemplated  by Section 301 with  respect to  Securities  of any
series, interest on the Securities of each series shall be computed on the basis
of a 360-day year consisting of twelve 30-day months.


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

                 SECTION 401.  Satisfaction  and  Discharge of  Indenture.  This
Indenture  shall upon Company Request cease to be of further effect with respect
to any series of Securities  specified in such Company Request (except as to any
surviving  rights of  registration of transfer or exchange of Securities of such
series  herein  expressly  provided  for and 

                                      -24-

any right to receive Additional  Amounts,  as provided in Section 1007), and the
Trustee,  upon  receipt of a Company  Order,  and at the expense of the Company,
shall execute proper  instruments  acknowledging  satisfaction  and discharge of
this Indenture as to such series when

                           (1)  either

                                    (A)   all    Securities   of   such   series
                 theretofore  authenticated  and delivered  and all coupons,  if
                 any,  appertaining thereto (other than (i) coupons appertaining
                 to Bearer  Securities  surrendered  for exchange for Registered
                 Securities and maturing after such exchange, whose surrender is
                 not  required or has been  waived as  provided in Section  305,
                 (ii)  Securities  and  coupons of such  series  which have been
                 destroyed,  lost or stolen and which have been replaced or paid
                 as provided  in Section  306,  (iii)  coupons  appertaining  to
                 Securities   called  for  redemption  and  maturing  after  the
                 relevant  Redemption  Date,  whose surrender has been waived as
                 provided in Section 1106,  and (iv)  Securities  and coupons of
                 such  series  for  whose  payment  money has  theretofore  been
                 deposited  in  trust  or  segregated  and  held in trust by the
                 Company and thereafter repaid to the Company or discharged from
                 such trust, as provided in Section 1003) have been delivered to
                 the Trustee for cancellation; or

                                    (B) all  Securities  of such  series and, in
                 the  case  of (i)  or  (ii)  below,  any  coupons  appertaining
                 thereto,   not   theretofore   delivered  to  the  Trustee  for
                 cancellation

                                            (i)      have    become   due    and
                                                     payable, or

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

                                            (iii)    if redeemable at the option
                                                     of the  Company,  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,

                 and the Company,  in the case of (i), (ii) or (iii) above,  has
                 irrevocably  deposited  or  caused  to be  deposited  with  the
                 Trustee  as funds in trust  for such  purpose  an amount in the
                 currency or  currencies,  currency  unit or units or  composite
                 currency or currencies  in which the  Securities of such series
                 are  payable,  sufficient  to  pay  and  discharge  the  entire
                 indebtedness   on  such   Securities   and  such   coupons  not
                 theretofore  delivered  to the  Trustee for  cancellation,  for
                 principal  (and  premium,   if  any)  and  interest,   and  any
                 Additional  Amounts with respect  thereto,  to the date of such
                 deposit  (in the case of  Securities  which have become due and
                 payable) or to the Stated  Maturity or Redemption  Date, as the
                 case may be;

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

                           (3) 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 as to such series have been  complied
         with.

The obligations of the Company to the Trustee and any predecessor  Trustee under
Section 606, the  obligations of the Company to any  Authenticating  Agent under
Section 611 and, if money shall have been deposited with and held by the Trustee
pursuant to subclause (B) of clause (1) of this Section,  the obligations of the
Trustee under  Section 402 and the last  paragraph of Section 1003 shall survive
the satisfaction and discharge of this Indenture.

                                      -25-

                 SECTION  402.  Application  of  Trust  Funds.  Subject  to  the
provisions of the last paragraph of Section 1003,  all money  deposited with the
Trustee  pursuant  to Section  401 shall be held in trust and  applied by it, in
accordance  with  the  provisions  of  the  Securities,  the  coupons  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 premium,  if
any), and any interest and  Additional  Amounts for whose payment such money has
been  deposited  with or  received  by the  Trustee,  but such money need not be
segregated from other funds except to the extent required by law.


                                  ARTICLE FIVE

                                    REMEDIES

                 SECTION 501.  Events of Default.  "Event of Default",  wherever
used herein with respect to any particular  series of Securities,  means any one
of the  following  events  (whatever  the reason  for such Event of Default  and
whether or not it shall be voluntary or  involuntary or be effected by operation
of law or pursuant to any  judgment,  decree or order of any court or any order,
rule or regulation of any administrative or governmental body):

                           (1)  default in the payment of any  interest  upon or
         any  Additional  Amounts  payable in respect  of any  Security  of that
         series or of any  coupon  appertaining  thereto,  when  such  interest,
         Additional  Amounts or coupon becomes due and payable,  and continuance
         of such default for a period of 30 days; or

                           (2)  default in the payment of the  principal  of (or
         premium,  if any,  on) any  Security of that series when it becomes due
         and payable at its Maturity; or

                           (3)  default  in  the  deposit  of any  sinking  fund
         payment,  when and as due by the terms of any  Security of that series;
         or

                           (4) default in the  performance of, or breach of, any
         covenant  of the  Company in this  Indenture  (other  than a covenant a
         default  in whose  performance  or whose  breach is  elsewhere  in this
         Section specifically dealt with or which has been expressly included in
         this Indenture  solely for the benefit of a series of Securities  other
         than that  series),  and  continuance  of such  default or breach 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 a majority 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

                           (5) a  default  under any  bond,  debenture,  note or
         other evidence of indebtedness  of the Company,  or under any mortgage,
         indenture or other instrument of the Company  (including a default with
         respect to Securities of any series other than that series) under which
         there may be issued or by which there may be secured  any  indebtedness
         of the  Company  (or by any  Subsidiary,  the  repayment  of which  the
         Company has guaranteed or for which the Company is directly responsible
         or liable as obligor  or  guarantor),  whether  such  indebtedness  now
         exists or shall hereafter be created,  which default shall constitute a
         failure to pay an aggregate principal amount exceeding  $___________ of
         such  indebtedness  when due and payable  after the  expiration  of any
         applicable grace period with respect thereto and shall have resulted in
         such   indebtedness  in  an  aggregate   principal   amount   exceeding
         $____________  becoming or being  declared due and payable prior to the
         date on which it would  otherwise have become due and payable,  without
         such indebtedness  having been discharged,  or such acceleration having
         been  rescinded  or  annulled,  within a period of 10 days after  there
         shall have 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 a majority in principal  amount of the Outstanding  Securities of
         that series a written notice  specifying such default and requiring the
         Company  to cause  such  indebtedness  to be  

                                      -26-

         discharged or cause such  acceleration  to be rescinded or annulled and
         stating that such notice is a "Notice of Default" hereunder; or

                           (6)  the  Company  or  any   Significant   Subsidiary
         pursuant to or within the meaning of any Bankruptcy Law:

                                    (A)  commences a voluntary case,

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

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

                                    (D)  makes  a  general  assignment  for  the
                 benefit of its creditors; or

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

                                    (A) is for relief against the Company or any
                 Significant Subsidiary in an involuntary case,

                                    (B)  appoints a Custodian  of the Company or
                 any Significant  Subsidiary or for all or substantially  all of
                 either of its property, or

                                    (C) orders the liquidation of the Company or
                 any Significant Subsidiary,

         and the order or decree remains unstayed and in effect for 60 days; or


                           (8) any other Event of Default  provided with respect
         to Securities of that series.

As used in this Section 501, the term "Bankruptcy Law" means Title 11, U.S. Code
or any  similar  Federal  or State law for the  relief of  debtors  and the term
"Custodian" means any receiver,  trustee, assignee,  liquidator or other similar
official under any Bankruptcy Law.

                 SECTION  502.   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
described in Section 501(6) or 501(7)),  then and in every such case the Trustee
or the Holders of at least 25% in principal amount of the Outstanding Securities
of that series may declare the  principal  (or, if any  Securities  are Original
Issue Discount Securities or Indexed  Securities,  such portion of the principal
as may be specified in the terms  thereof) of all 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 the  Holders),  and  upon  any such  declaration  such
principal or specified portion thereof shall become immediately due and payable.
If an Event of Default described in Section 501(6) or 501(7) with respect to any
series of Securities at the time outstanding occurs, the principal amount of all
of the  Securities  of that series (or, in the case of any such  Original  Issue
Discount Securities or Indexed Securities,  such portion of the principal as may
be specified in the terms thereof) will automatically, and without any action by
the Trustee or any Holder thereof, become immediately due and payable.

                 At any time  after  such a  declaration  of  acceleration  with
respect to  Securities  of 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:

                                      -27-

                           (1) the  Company  has  paid  or  deposited  with  the
         Trustee  a sum  sufficient  to pay in the  currency,  currency  unit or
         composite  currency in which the  Securities of such series are payable
         (except  as  otherwise  specified  pursuant  to  Section  301  for  the
         Securities of such series):

                                    (A) all overdue  installments of interest on
                 and  any   Additional   Amounts   payable  in  respect  of  all
                 Outstanding Securities of that series and any related coupons,

                                    (B) the principal of (and  premium,  if any,
                 on) any Outstanding Securities of that series which have become
                 due otherwise  than by such  declaration  of  acceleration  and
                 interest  thereon at the rate or rates borne by or provided for
                 in such Securities,

                                    (C) to  the  extent  that  payment  of  such
                 interest  is lawful,  interest  upon  overdue  installments  of
                 interest and any Additional  Amounts at the rate or rates borne
                 by or provided for in such Securities, and

                                    (D) 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

                           (2) all Events of Default with respect to  Securities
         of that  series,  other than the  nonpayment  of the  principal  of (or
         premium,  if any) or interest on  Securities  of that series which have
         become due solely by such declaration of acceleration,  have been cured
         or waived as provided in Section 513.

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

                 SECTION  503.   Collection  of   Indebtedness   and  Suits  for
Enforcement by Trustee. The Company covenants that if:

                           (1) default is made in the payment of any installment
         of  interest or  Additional  Amounts,  if any,  on any  Security of any
         series and any related  coupon when such interest or Additional  Amount
         becomes due and payable and such default  continues  for a period of 30
         days, or

                           (2) default is made in the  payment of the  principal
         of (or premium, if any, on) any Security of any series at its Maturity,

then the Company will, upon demand of the Trustee,  pay to the Trustee,  for the
benefit of the Holders of such Securities of such series and coupons,  the whole
amount then due and payable on such  Securities  and coupons for principal  (and
premium, if any) and interest and Additional Amounts thereon, with interest upon
any overdue  principal (and premium,  if any) and, to the extent that payment of
such interest shall be legally  enforceable,  upon any overdue  installments  of
interest or Additional Amounts thereon, if any, at the rate or rates borne by or
provided for 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,  and may prosecute such proceeding to judgment or final decree,  and may
enforce the same against the Company or any other  obligor upon such  Securities
of such series and  collect the moneys  adjudged or decreed to be payable in the
manner  provided by law out of the property of the Company or any other  obligor
upon such Securities of such series, wherever situated.

                 If an Event of Default with respect to 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 and any related coupons by such appropriate  judicial  proceedings as the
Trustee  shall deem most  effectual  to protect  and  

                                      -28-

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 504.  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 of any series
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  of, or premium,  if any, or
interest on, the Securities) shall be entitled and empowered, by intervention in
such proceeding or otherwise:

                           (i) to file and prove a claim  for the whole  amount,
         or such lesser amount as may be provided for in the  Securities of such
         series, of principal (and premium,  if any) and interest and Additional
         Amount,  if any,  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

                           (ii) 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 of  Securities  of such series and coupons 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 to
it for the reasonable compensation,  expenses, disbursements and advances of the
Trustee and any  predecessor  Trustee,  their agents and counsel,  and any other
amounts due the Trustee or any predecessor Trustee under Section 606.

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

                 SECTION 505.  Trustee May Enforce Claims Without  Possession of
Securities or Coupons.  All rights of action and claims under this  Indenture or
any of the  Securities or coupons may be prosecuted  and enforced by the Trustee
without the  possession of any of the  Securities  or coupons 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 Securities
and coupons in respect of which such judgment has been recovered.

                 SECTION  506.   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  premium,  if any) or
interest and any  Additional  Amounts,  upon  presentation  of the Securities or
coupons, or both, as the case may be, 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 to the
         Trustee and any predecessor Trustee under Section 606;

                           SECOND:  To the payment of the  amounts  then due and
         unpaid upon the Securities  and coupons for principal (and premium,  if
         any) and interest and any  Additional  Amounts  payable,  in respect of

                                      -29-

         which  or for the  benefit  of which  such  money  has been  collected,
         ratably,  without preference or priority of any kind,  according to the
         aggregate  amounts due and payable on such  Securities  and coupons for
         principal  (and  premium,  if any),  interest and  Additional  Amounts,
         respectively; and

                           THIRD:  To the payment of the  remainder,  if any, to
         the Company.

                 SECTION 507.  Limitation on Suits. No Holder of any Security of
any  series  or any  related  coupon  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:

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

                           (2)  the  Holders  of not  less  than a  majority  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;

                           (3)  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;

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

                           (5)  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  508.   Unconditional   Right  of  Holders  to  Receive
Principal, Premium, if any, Interest and Additional Amounts. Notwithstanding any
other  provision in this  Indenture,  the Holder of any Security or coupon shall
have the right which is absolute  and  unconditional  to receive  payment of the
principal  of (and  premium,  if any)  and  (subject  to  Sections  305 and 307)
interest on, and any Additional  Amounts in respect of, such Security or payment
of such coupon on the respective due dates  expressed in such Security or coupon
(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 509. Restoration of Rights and Remedies. If the Trustee
or any Holder of a Security or coupon 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 the  Company,  the
Trustee  and the  Holders  of  Securities  and  coupons  shall,  subject  to any
determination  in such  proceeding,  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  510.  Rights  and  Remedies   Cumulative.   Except  as
otherwise  provided  with respect to the  replacement  or payment of  mutilated,
destroyed, lost or stolen Securities or coupons in the last paragraph of Section
306, no right or remedy herein  conferred  upon or reserved to the Trustee or to
the Holders of  Securities  or coupons is intended to be  exclusive of any other
right or remedy,  and every right and remedy shall,  to the extent  permitted by
law,  

                                      -30-

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 511. Delay or Omission Not Waiver. No delay or omission
of the Trustee or of any Holder of any  Security or coupon 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 of Securities or coupons, as
the case may be.

                 SECTION 512.  Control by Holders of Securities.  The Holders of
not less than 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

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

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

                           (3) the Trustee  need not take any action which might
         expose it to personal liability or be unduly prejudicial to the Holders
         of Securities of such series not joining therein.

                 SECTION 513.  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  and any
related coupons waive any past default hereunder with respect to such series and
its consequences, except a default

                           (1) in the payment of the  principal  of (or premium,
         if any) or interest on or Additional  Amounts payable in respect of any
         Security of such series or any related coupons, or

                           (2) in  respect  of a covenant  or  provision  hereof
         which under  Article  Nine  cannot be  modified or amended  without the
         consent  of the  Holder of each  Outstanding  Security  of such  series
         affected.

         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 Event of Default or impair any right consequent thereon.

                 SECTION  514.  Waiver of Usury,  Stay or  Extension  Laws.  The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead,  or in any manner  whatsoever  claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted,  now
or at any time  hereafter  in  force,  which may  affect  the  covenants  or the
performance  of this  Indenture;  and the  Company  (to the  extent  that it may
lawfully do so) hereby  expressly  waives all benefit or  advantage  of any such
law, and covenants that it will not 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 had been enacted.

                 SECTION  515.  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 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 

                                      -31-

any Holder,  or group of Holders,  holding in the aggregate more than a majority
in principal amount of the Outstanding Securities,  or to any suit instituted by
any Holder for the  enforcement  of the payment of the principal of (or premium,
if any) or interest on any Security on or after the respective Stated Maturities
expressed  in such  Security  (or,  in the case of  redemption,  on or after the
Redemption Date).


                                   ARTICLE SIX

                                   THE TRUSTEE

                 SECTION  601.  Notice of  Defaults.  Within  90 days  after the
occurrence  of any  default  hereunder  with  respect to the  Securities  of any
series,  the Trustee shall transmit in the manner and to the extent  provided in
TIA Section  313(c),  notice of such  default  hereunder  known to the  Trustee,
unless such default shall have been cured or waived;  provided,  however,  that,
except in the case of a default in the payment of the  principal of (or premium,
if any) or interest on or any  Additional  Amounts or sinking  fund  installment
with respect to the Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as Responsible Officers of the Trustee in
good faith  determine that the  withholding of such notice is in the interest of
the Holders of the Securities and coupons of such series;  and provided  further
that in the case of any default or breach of the character  specified in Section
501(4) with respect to the Securities and coupons of such series, no such notice
to Holders shall be given until at least 60 days after the  occurrence  thereof.
For the purpose of this Section, the term "default" means any event which is, or
after  notice or lapse of time or both would  become,  an Event of Default  with
respect to the Securities of such series.

                 SECTION  602.  Certain  Rights  of  Trustee.   Subject  to  the
provisions of TIA Section 315(a) through 315(d):

                           (1) the  Trustee may rely and shall be  protected  in
         acting or  refraining  from  acting upon any  resolution,  certificate,
         statement,  instrument,  opinion,  report, notice, request,  direction,
         consent,  order,  bond,  debenture,  note,  coupon  or  other  paper or
         document  believed  by it to be  genuine  and to have  been  signed  or
         presented by the proper party or parties;

                           (2) any request or direction of the Company mentioned
         herein shall be sufficiently  evidenced by a Company Request or Company
         Order (other than delivery of any  Security,  together with any coupons
         appertaining  thereto,  to the Trustee for  authentication and delivery
         pursuant  to  Section  303 which  shall be  sufficiently  evidenced  as
         provided  therein) and any  resolution of the Board of Directors may be
         sufficiently evidenced by a Board Resolution;

                           (3) whenever in the  administration of this Indenture
         the  Trustee  shall  deem it  desirable  that a  matter  be  proved  or
         established  prior to taking,  suffering or omitting to take any action
         hereunder,  the Trustee  (unless other evidence be herein  specifically
         prescribed)  may, in the absence of bad faith on its part, rely upon an
         Officers' Certificate;

                           (4) 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;

                           (5) 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  of any
         series or any related coupons  pursuant to this Indenture,  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;

                                      -32-

                           (6) the  Trustee  shall  not be  bound  to  make  any
         investigation  into the  facts or  matters  stated  in any  resolution,
         certificate,  statement,  instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, coupon or other paper
         or document, but the Trustee, in its discretion,  may make such further
         inquiry or investigation  into such facts or matters as it may see fit,
         and, if the Trustee  shall  determine to make such  further  inquiry or
         investigation,  it shall be entitled to examine the books,  records and
         premises of the Company, personally or by agent or attorney;

                           (7) the  Trustee  may  execute  any of the  trusts or
         powers  hereunder or perform any duties hereunder either directly or by
         or through agents or attorneys and the Trustee shall not be responsible
         for any  misconduct  or negligence on the part of any agent or attorney
         appointed with due care by it hereunder; and

                           (8) the  Trustee  shall not be liable  for any action
         taken,  suffered or omitted by it in good faith and reasonably believed
         by it to be  authorized  or within the  discretion  or rights or powers
         conferred upon it by this Indenture.

                 The  Trustee  shall not be  required  to expend or risk its own
funds or otherwise  incur any financial  liability in the  performance of any of
its duties hereunder, or in the exercise of any of its rights or powers.

                 SECTION  603.  Not  Responsible  for  Recitals  or  Issuance of
Securities.  The recitals  contained  herein and in the  Securities,  except the
Trustee's  certificate of  authentication,  and in any coupons shall be taken as
the  statements of the Company,  and neither the Trustee nor any  Authenticating
Agent assumes any  responsibility  for their  correctness.  The Trustee makes no
representations  as to the validity or  sufficiency  of this Indenture or of the
Securities  or  coupons,  except  that the  Trustee  represents  that it is duly
authorized to execute and deliver this  Indenture,  authenticate  the Securities
and   perform   its   obligations   hereunder.   Neither  the  Trustee  nor  the
Authenticating  Agent shall be  accountable  for the use or  application  by the
Company of Securities or the proceeds thereof.

                 SECTION  604.  May Hold  Securities.  The  Trustee,  any Paying
Agent,  Security  Registrar,  Authenticating  Agent  or any  other  agent of the
Company,  in its  individual  or any other  capacity,  may  become  the owner or
pledgee of Securities and coupons and,  subject to TIA Sections  310(b) and 311,
may  otherwise  deal with the  Company  with the same rights it would have if it
were not Trustee, Paying Agent, Security Registrar, Authenticating Agent or such
other agent.

                 SECTION 605. Money Held in Trust.  Money held by the Trustee in
trust  hereunder  need not be  segregated  from other funds except to the extent
required by law.  The Trustee  shall be under no  liability  for interest on any
money received by it hereunder except as otherwise agreed with the Company.

                 SECTION  606.  Compensation  and  Reimbursement.   The  Company
agrees:

                           (1)  to  pay  to  the  Trustee   from  time  to  time
         reasonable  compensation  for all  services  rendered  by it  hereunder
         (which  compensation  shall not be limited by any  provision  of law in
         regard to the compensation of a trustee of an express trust);

                           (2) except as otherwise expressly provided herein, to
         reimburse  each of the Trustee  and any  predecessor  Trustee  upon its
         request  for  all  reasonable  expenses,   disbursements  and  advances
         incurred or made by the Trustee in  accordance  with any  provision  of
         this Indenture (including the reasonable  compensation and the expenses
         and disbursements of its agents and counsel),  except any such expense,
         disbursement or advance as may be attributable to its negligence or bad
         faith; and

                           (3)  to  indemnify   each  of  the  Trustee  and  any
         predecessor  Trustee  for, and to hold it harmless  against,  any loss,
         liability or expense  incurred  without  negligence or bad faith on its
         own  part,  arising  out of or in  connection  with the  acceptance  or
         administration  of the trust or trusts  hereunder,  including the costs

                                      -33-

         and  expenses of  defending  itself  against any claim or  liability in
         connection  with the  exercise or  performance  of any of its powers or
         duties hereunder.

                 When  the  Trustee  incurs  expenses  or  renders  services  in
connection  with an Event of  Default  specified  in  Section  501(6) or Section
501(7),  the  expenses  (including  the  reasonable  charges and expenses of its
counsel)  and the  compensation  for the  services  are  intended to  constitute
expenses of  administration  under any applicable  Federal or state  bankruptcy,
insolvency or other similar law.

                 As  security  for the  performance  of the  obligations  of the
Company  under  this  Section,  the  Trustee  shall  have  a lien  prior  to the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of (or premium,  if any)
or interest on particular Securities or coupons.

                 The provisions of this Section shall survive the termination of
this Indenture.

                 SECTION   607.   Corporate   Trustee   Required;   Eligibility;
Conflicting  Interests.  There shall at all times be a Trustee  hereunder  which
shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have a
combined  capital  and  surplus  of at least  $50,000,000.  If such  corporation
publishes  reports  of  condition  at  least  annually,  pursuant  to law or the
requirements of Federal, state,  Territorial or District of Columbia supervising
or  examining  authority,  then for the purposes of this  Section,  the combined
capital  and  surplus  of such  corporation  shall be deemed to be its  combined
capital  and  surplus as set forth in its most  recent  report of  condition  so
published.  If at any time the Trustee  shall cease to be eligible in accordance
with the provisions of this Section,  it shall resign  immediately in the manner
and with the effect hereinafter specified in this Article.

                 SECTION 608. Resignation and Removal; Appointment of Successor.

                 (a) No resignation or removal of the Trustee and no appointment
of a successor Trustee pursuant to this Article shall become effective until the
acceptance  of  appointment  by the  successor  Trustee in  accordance  with the
applicable requirements of Section 609.

                 (b) The  Trustee  may  resign at any time with  respect  to the
Securities  of one or more  series  by  giving  written  notice  thereof  to the
Company.  If an instrument  of acceptance by a successor  Trustee shall not have
been  delivered to the Trustee within 30 days after the giving of such notice of
resignation,   the  resigning  Trustee  may  petition  any  court  of  competent
jurisdiction for the appointment of a successor Trustee.

                 (c) The Trustee may be removed at any time with  respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series delivered to the Trustee and to the
Company.

                 (d)        If at any time:

                           (1)  the  Trustee  shall  fail  to  comply  with  the
         provisions of TIA Section 310(b) after written request  therefor by the
         Company or by any Holder of a Security  who has been a bona fide Holder
         of a Security for at least six months, or

                           (2) the  Trustee  shall  cease to be  eligible  under
         Section 607(a) and shall fail to resign after written request  therefor
         by the Company or by any Holder of a Security  who has been a bona fide
         Holder of a Security for at least six months, or

                           (3) the Trustee  shall become  incapable of acting or
         shall be adjudged a bankrupt or  insolvent or a receiver of the Trustee
         or of its property  shall be appointed or any public officer shall take
         charge or control of the Trustee or of its  property or affairs for the
         purpose of rehabilitation, conservation or liquidation,

                                      -34-

then, in any such case, (i) the Company by or pursuant to a Board Resolution may
remove  the  Trustee  and  appoint  a  successor  Trustee  with  respect  to all
Securities,  or (ii) subject to TIA Section 315(e), any Holder of a Security who
has been a bona fide Holder of a Security for at least six months may, on behalf
of himself and all others  similarly  situated,  petition any court of competent
jurisdiction  for the removal of the Trustee with respect to all  Securities and
the appointment of a successor Trustee or Trustees.

                 (e) If the Trustee shall resign, be removed or become incapable
of acting,  or if a vacancy  shall occur in the office of Trustee for any reason
with  respect  to the  Securities  of one or more  series,  the  Company,  by or
pursuant to a Board  Resolution,  shall promptly appoint a successor  Trustee or
Trustees  with  respect  to the  Securities  of that or those  series  (it being
understood that any such successor  Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there shall
be only one Trustee with respect to the  Securities of any  particular  series).
If,  within one year after such  resignation,  removal or  incapability,  or the
occurrence of such vacancy,  a successor  Trustee with respect to the Securities
of any  series  shall  be  appointed  by Act of the  Holders  of a  majority  in
principal  amount of the Outstanding  Securities of such series delivered to the
Company and the retiring  Trustee,  the  successor  Trustee so appointed  shall,
forthwith upon its acceptance of such appointment,  become the successor Trustee
with respect to the  Securities of such series and to that extent  supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the  Securities  of any series shall have been so appointed by the Company or
the Holders of Securities  and accepted  appointment  in the manner  hereinafter
provided  any Holder of a Security who has been a bona fide Holder of a Security
of such  series for at least six months may, on behalf of himself and all others
similarly  situated,  petition  any  court  of  competent  jurisdiction  for the
appointment of a successor Trustee with respect to Securities of such series.

                 (f) The Company shall give notice of each  resignation and each
removal of the Trustee  with  respect to the  Securities  of any series and each
appointment of a successor  Trustee with respect to the Securities of any series
in the manner  provided for notices to the Holders of Securities in Section 106.
Each notice shall include the name of the successor  Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

                 SECTION 609.  Acceptance of Appointment by Successor.

                  (a)  In  case  of the  appointment  hereunder  of a  successor
Trustee with  respect to all  Securities,  every such  successor  Trustee  shall
execute,  acknowledge and deliver to the Company and to the retiring  Trustee an
instrument accepting such appointment,  and thereupon the resignation or removal
of the retiring  Trustee  shall become  effective  and such  successor  Trustee,
without any further act,  deed or  conveyance,  shall become vested with all the
rights,  powers, trusts and duties of the retiring Trustee; but, upon request of
the Company or the successor Trustee,  such retiring Trustee shall, upon payment
of its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights,  powers and trusts of the  retiring  Trustee,  and shall
duly  assign,  transfer and deliver to such  successor  Trustee all property and
money held by such  retiring  Trustee  hereunder,  subject  nevertheless  to its
claim, if any, provided for in Section 606.

                 (b) In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the retiring  Trustee and each successor  Trustee with respect to the Securities
of one or more  series  shall  execute  and  deliver an  indenture  supplemental
hereto,  pursuant to Article Nine hereof,  wherein each successor  Trustee shall
accept such  appointment and which (1) shall contain such provisions as shall be
necessary  or  desirable  to  transfer  and  confirm  to,  and to vest in,  each
successor  Trustee all the  rights,  powers,  trusts and duties of the  retiring
Trustee  with  respect to the  Securities  of that or those  series to which the
appointment of such successor  Trustee  relates,  (2) if the retiring Trustee is
not retiring with respect to all  Securities,  shall contain such  provisions as
shall be deemed  necessary or desirable to confirm that all the rights,  powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring  Trustee is not retiring shall continue
to be vested in the retiring Trustee,  and (3) shall 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,  it being
understood  that  nothing  herein  or  in  such  supplemental   indenture  shall
constitute  such  Trustees  co-trustees  of the same  trust  and that  each such
Trustee shall be trustee of a trust or trusts hereunder  separate and apart from
any trust or 

                                      -35-

trusts hereunder  administered by any other such Trustee; and upon the execution
and delivery of such  supplemental  indenture the  resignation or removal of the
retiring  Trustee shall become effective to the extent provided therein and each
such  successor  Trustee,  without any further act,  deed or  conveyance,  shall
become  vested with all the rights,  powers,  trusts and duties of the  retiring
Trustee  with  respect to the  Securities  of that or those  series to which the
appointment of such successor Trustee relates; but, on request of the Company or
any successor  Trustee,  such retiring  Trustee shall duly assign,  transfer and
deliver to such  successor  Trustee all property and money held by such retiring
Trustee  hereunder  with  respect to the  Securities  of that or those series to
which the appointment of such successor Trustee relates.

                 (c) Upon  request of any such  successor  Trustee,  the Company
shall execute any and all instruments  for more fully and certainly  vesting in,
and  confirming  to such  successor  Trustee all such rights,  powers and trusts
referred to in paragraph (a) or (b) of this Section, as the case may be.

                 (d) No successor Trustee shall accept its appointment unless at
the time of such  acceptance  such  successor  Trustee  shall be  qualified  and
eligible under this Article.

                 SECTION 610. Merger, Conversion, Consolidation or Succession to
Business.  Any corporation  into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation  succeeding  to all or  substantially  all  of the  corporate  trust
business  of the  Trustee,  shall be the  successor  of the  Trustee  hereunder;
provided such corporation  shall be otherwise  qualified and eligible under this
Article,  without the execution or filing of any paper or any further act on the
part of any of the parties hereto.  In case any Securities or coupons shall have
been  authenticated,  but not  delivered,  by the  Trustee  then in office,  any
successor by merger,  conversion or consolidation to such authenticating Trustee
may  adopt  such  authentication  and  deliver  the  Securities  or  coupons  so
authenticated  with the same  effect as if such  successor  Trustee  had  itself
authenticated  such  Securities  or coupons.  In case any  Securities or coupons
shall  not  have  been  authenticated  by such  predecessor  Trustee,  any  such
successor  Trustee may authenticate  and deliver such Securities or coupons,  in
either its own name or that of its predecessor Trustee,  with the full force and
effect which this Indenture  provides for the certificate of  authentication  of
the Trustee.

                 SECTION 611.  Appointment of Authentication  Agent. At any time
when any of the  Securities  remain  Outstanding,  the  Trustee  may  appoint an
Authenticating  Agent or Agents with respect to one or more series of Securities
which  shall be  authorized  to act on behalf  of the  Trustee  to  authenticate
Securities  of such series  issued upon  exchange,  registration  of transfer or
partial redemption or repayment thereof,  and Securities so authenticated  shall
be entitled to the benefits of this  Indenture and shall be valid and obligatory
for  all  purposes  as if  authenticated  by the  Trustee  hereunder.  Any  such
appointment  shall  be  evidenced  by  an  instrument  in  writing  signed  by a
Responsible Officer of the Trustee, a copy of which instrument shall be promptly
furnished to the Company.  Wherever  reference is made in this  Indenture to the
authentication  and  delivery  of  Securities  by the  Trustee or the  Trustee's
certificate  of  authentication,  such  reference  shall be  deemed  to  include
authentication and delivery on behalf of the Trustee by an Authenticating  Agent
and a  certificate  of  authentication  executed  on behalf of the Trustee by an
Authenticating  Agent.  Each  Authenticating  Agent shall be  acceptable  to the
Company and, except as may otherwise be provided  pursuant to Section 301, shall
at all  times be a bank or trust  company  or  corporation  organized  and doing
business and in good standing  under the laws of the United States of America or
of any State or the District of Columbia,  authorized  under such laws to act as
Authenticating  Agent,  having a combined  capital  and surplus of not less than
$50,000,000  and  subject  to  supervision  or  examination  by federal or state
authorities.  If such  Authenticating  Agent  publishes  reports of condition at
least annually, pursuant to law or the requirements of the aforesaid supervising
or  examining  authority,  then for the purposes of this  Section,  the combined
capital  and  surplus  of such  Authenticating  Agent  shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so  published.  In case at any time an  Authenticating  Agent  shall cease to be
eligible in accordance with the provisions of this Section,  such Authenticating
Agent shall resign  immediately  in the manner and with the effect  specified in
this Section.

                 Any  corporation  into  which an  Authenticating  Agent  may be
merged or converted  or with which it may be  consolidated,  or any  corporation
resulting  from  any  merger,   conversion  or   consolidation   to  which  such

                                      -36-

Authenticating  Agent shall be a party,  or any  corporation  succeeding  to the
corporate agency or corporate trust business of an Authenticating  Agent,  shall
continue to be an  Authenticating  Agent,  provided  such  corporation  shall be
otherwise  eligible  under this Section,  without the execution or filing of any
paper or further act on the part of the Trustee or the Authenticating Agent.

                 An Authenticating Agent for any series of Securities may at any
time  resign by giving  written  notice of  resignation  to the Trustee for such
series and to the Company.  The Trustee for any series of Securities  may at any
time terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination,  or in case at any time such
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section,  the Trustee for such series may appoint a successor
Authenticating  Agent  which shall be  acceptable  to the Company and shall give
notice of such  appointment  to all  Holders of  Securities  of the series  with
respect to which such Authenticating Agent will serve in the manner set forth in
Section  106.  Any  successor   Authenticating  Agent  upon  acceptance  of  its
appointment hereunder shall become vested with all the rights, powers and duties
of its  predecessor  hereunder,  with like effect as if  originally  named as an
Authenticating  Agent  herein.  No  successor   Authenticating  Agent  shall  be
appointed unless eligible under the provisions of this Section.

                 The  Company  agrees to pay to each  Authenticating  Agent from
time to time reasonable  compensation including  reimbursement of its reasonable
expenses for its services under this Section.

                 If an  appointment  with  respect to one or more series is made
pursuant  to this  Section,  the  Securities  of such  series may have  endorsed
thereon,   in  addition  to  or  in  lieu  of  the  Trustee's   certificate   of
authentication,  an alternate certificate of authentication substantially in the
following form:

                                    This is one of the  Securities of the series
                 designated   therein   referred  to  in  the   within-mentioned
                 Indenture.

                           ____________________________________
                                                     as Trustee


                           By:_________________________________
                                        as Authenticating Agent


                           By:_________________________________
                                             Authorized Officer


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

                 SECTION  701.  Disclosure  of Names and  Addresses  of Holders.
Every Holder of Securities or coupons, by receiving and holding the same, agrees
with the Company and the  Trustee  that  neither the Company nor the Trustee nor
any  Authenticating  Agent nor any Paying Agent nor any Security Registrar shall
be held  accountable  by reason of the  disclosure of any  information as to the
names and addresses of the Holders of Securities in accordance  with TIA Section
312, regardless of the source from which such information was derived,  and that
the Trustee  shall not be held  accountable  by reason of mailing  any  material
pursuant to a request made under TIA Section 312(b).

                 SECTION 702. Reports by Trustee. Within 60 days after May 15 of
each  year  commencing  with  the  first  May 15 after  the  first  issuance  of
Securities pursuant to this Indenture, the Trustee shall transmit by mail to all

                                      -37-

Holders of Securities as provided in TIA Section  313(c) a brief report dated as
of such May 15 if required by TIA Section 313(a).

                 SECTION 703.  Reports by Company.  The Company will:

                           (1) file with the  Trustee,  within 15 days after the
         Company is required to file the same with the Commission, 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  Commission  may
         from time to time by rules and regulations prescribe) which the Company
         may be required to file with the  Commission  pursuant to Section 13 or
         Section  15(d)  of the  Securities  Exchange  Act of 1934;  or,  if the
         Company  is not  required  to file  information,  documents  or reports
         pursuant to either of such Sections, then it will file with the Trustee
         and the Commission, in accordance with rules and regulations prescribed
         from  time to time by the  Commission,  such of the  supplementary  and
         periodic  information,  documents  and  reports  which may be  required
         pursuant  to  Section  13 of the  Securities  Exchange  Act of  1934 in
         respect of a security  listed and  registered on a national  securities
         exchange  as may be  prescribed  from  time to time in such  rules  and
         regulations;

                           (2) file  with the  Trustee  and the  Commission,  in
         accordance with rules and  regulations  prescribed from time to time by
         the Commission, such additional information, documents and reports with
         respect to compliance by the Company with the  conditions and covenants
         of this  Indenture  as may be required  from time to time by such rules
         and regulations; and

                           (3)  transmit by mail to the  Holders of  Securities,
         within 30 days after the filing thereof with the Trustee, in the manner
         and to the extent provided in TIA Section 313(c), such summaries of any
         information,  documents and reports required to be filed by the Company
         pursuant to  paragraphs  (1) and (2) of this section as may be required
         by  rules  and  regulations   prescribed  from  time  to  time  by  the
         Commission.

                 SECTION 704.  Company to Furnish to Trustee Names and Addresses
of Holders. The Company will furnish or cause to be furnished to the Trustee:

                 (a)  semi-annually,  not later than 25 days  after the  Regular
Record Date for interest for each series of Securities,  a list, in such form as
the Trustee may reasonably require, of the names and addresses of the Holders of
Registered Securities of such series as of such Regular Record Date, or if there
is  no  Regular  Record  Date  for  interest  for  such  series  of  Securities,
semiannually,  upon  such  dates as are set  forth in the  Board  Resolution  or
indenture supplemental hereto authorizing such series, and

                 (b) at such other  times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such  request,  a list of
similar  form and  content  as of a date not more than 15 days prior to the time
such list is furnished;

provided,  however,  that, so long as the Trustee is the Security Registrar,  no
such list shall be required to be furnished.

                                      -38-

                                  ARTICLE EIGHT

                    MERGER, CONSOLIDATION, AND SALE OF ASSETS

                 SECTION 801. Mergers and  Consolidations of Company and Sale of
Assets.  The Company shall not consolidate or merge with or into (whether or not
the Company is the surviving  corporation),  or sell, assign,  transfer,  lease,
convey or otherwise  dispose of all or  substantially  all of its  properties or
assets in one or more related  transactions,  to another  Person  unless (a) the
Company is the  surviving  corporation  or the entity or the Person formed by or
surviving  any such  consolidation  or merger (if other than the  Company) or to
which such sale, assignment,  transfer,  lease,  conveyance or other disposition
shall have been made is a  corporation  organized or existing  under the laws of
the United States, any state thereof or the District of Columbia; (b) the Person
formed by or  surviving  any such  consolidation  or merger  (if other  than the
Company)  or the  Person  to  which  such  sale,  assignment,  transfer,  lease,
conveyance or other disposition shall have been made assumes all the obligations
of  the  Company  under  the  Securities  and  this  Indenture  (pursuant  to  a
supplemental  indenture  complying  with  Article  Nine  hereof  and  in a  form
reasonably  satisfactory  to  the  Trustee);  and  (c)  immediately  after  such
transaction no Event of Default,  and no event which,  after notice or the lapse
of time, or both, would become an Event of Default, exists.

                 SECTION  802.  Rights and Duties of Successor  Corporation.  In
case of any such consolidation,  merger,  sale, lease or conveyance and upon any
such assumption by the successor  corporation,  such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been  named  herein  as the  party  of  the  first  part,  and  the  predecessor
corporation,  except in the event of a lease,  shall be  relieved of any further
obligation under this Indenture and the Securities.  Such successor  corporation
thereupon may cause to be signed, and may issue either in its own name or in the
name of the  Company,  any or all of the  Securities  issuable  hereunder  which
theretofore  shall not have been  signed by the  Company  and  delivered  to the
Trustee;  and,  upon the order of such  successor  corporation,  instead  of the
Company,  and  subject  to all the terms,  conditions  and  limitations  in this
Indenture  prescribed,  the Trustee  shall  authenticate  and shall  deliver any
Securities which previously shall have been signed and delivered by the officers
of the Company to the Trustee for authentication,  and any Securities which such
successor  corporation  thereafter shall cause to be signed and delivered to the
Trustee for that  purpose.  All the  Securities  so issued shall in all respects
have the same legal rank and  benefit  under this  Indenture  as the  Securities
theretofore or thereafter  issued in accordance with the terms of this Indenture
as though all of such  Securities  had been issued at the date of the  execution
hereof.

                 In case of any  such  consolidation,  merger,  sale,  lease  or
conveyance,  such changes in phraseology  and form (but not in substance) may be
made in the Securities thereafter to be issued as may be appropriate.


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

                 SECTION  901.   Supplemental   Indentures  Without  Consent  of
Holders.  Without  the  consent of any Holders of  Securities  or  coupons,  the
Company, when authorized by or pursuant to a Board Resolution,  and the Trustee,
at any  time  and  from  time to time,  may  enter  into one or more  indentures
supplemental  hereto,  in  form  satisfactory  to the  Trustee,  for  any of the
following purposes:

                           (1) to evidence the  succession of another  Person to
         the Company and the  assumption by any such  successor of the covenants
         of the Company herein and in the Securities contained; or

                           (2) to add to the  covenants  of the  Company for the
         benefit of the Holders of all or any series of Securities  (and if such
         covenants  are to be for  the  benefit  of  less  than  all  series  of
         Securities,  stating that such  covenants are expressly  being included
         solely for the  benefit of such  series) or to  surrender  any right or
         power herein conferred upon the Company; or

                                      -39-

                           (3) to add any  additional  Events of Default for the
         benefit of the Holders of all or any series of Securities  (and if such
         Events of Default  are to be for the benefit of less than all series of
         Securities,  stating  that such Events of Default are  expressly  being
         included  solely for the benefit of such  series);  provided,  however,
         that  in  respect  of  any  such  additional  Events  of  Default  such
         supplemental  indenture  may provide for a  particular  period of grace
         after default  (which period may be shorter or longer than that allowed
         in the  case  of  other  defaults)  or  may  provide  for an  immediate
         enforcement  upon such default or may limit the  remedies  available to
         the Trustee  upon such default or may limit the right of the Holders of
         a majority in  aggregate  principal  amount of that or those  series of
         Securities  to which such  additional  Events of Default apply to waive
         such default; or

                           (4) to add to or change any of the provisions of this
         Indenture to provide that Bearer  Securities  may be  registrable as to
         principal,  to change or eliminate any  restrictions  on the payment of
         principal of or any premium or interest on Bearer Securities, to permit
         Bearer  Securities to be issued in exchange for Registered  Securities,
         to  permit  Bearer  Securities  to be  issued in  exchange  for  Bearer
         Securities of other authorized denominations or to permit or facilitate
         the issuance of Securities in uncertificated form;  provided,  that any
         such action shall not adversely  affect the interests of the Holders of
         Securities  of  any  series  or any  related  coupons  in any  material
         respect; or

                           (5) to change or eliminate  any of the  provisions of
         this  Indenture;  provided  that any such change or  elimination  shall
         become  effective  only when there is no  Security  Outstanding  of any
         series  created prior to the execution of such  supplemental  indenture
         which is entitled to the benefit of such provision; or

                           (6)      to secure the Securities; or

                           (7) to establish  the form or terms of  Securities of
         any series and any related  coupons as  permitted  by Sections  201 and
         301,  including the provisions  and  procedures  relating to Securities
         convertible into Common Shares or Preferred  Shares of the Company,  as
         the case may be; or

                           (8) 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

                           (9) to cure any  ambiguity,  to correct or supplement
         any provision  herein which may be defective or  inconsistent  with any
         other provision herein, or to make any other provisions with respect to
         matters or questions  arising under this  Indenture  which shall not be
         inconsistent  with the  provisions  of this  Indenture;  provided  such
         provisions  shall not adversely  affect the interests of the Holders of
         Securities  of  any  series  or any  related  coupons  in any  material
         respect; or

                           (10)  to  supplement  any of the  provisions  of this
         Indenture to such extent as shall be necessary to permit or  facilitate
         the  defeasance  and discharge of any series of Securities  pursuant to
         Sections  401,  1402 and 1403;  provided that any such action shall not
         adversely  affect the  interests of the Holders of  Securities  of such
         series and any related coupons or any other series of Securities in any
         material respect.

                 SECTION 902.  Supplemental  Indentures with Consent of Holders.
With the consent of the Holders of not less than a majority in principal  amount
of all Outstanding Securities affected by such supplemental indenture, by Act of
said  Holders  delivered  to the  Company and the  Trustee,  the  Company,  when
authorized by or pursuant to a Board Resolution,  and the Trustee may enter into
an indenture  or  indentures  supplemental  hereto for the purpose of adding any
provisions to or changing in any manner or eliminating  any of the provisions of
this  Indenture  or of  modifying  in any manner  the  rights of the  Holders of
Securities and any related coupons under this Indenture; provided, 

                                      -40-


however,  that no such supplemental  indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby:

                           (1) change the Stated  Maturity of the  principal  of
         (or premium, if any, on) or any installment of principal of or interest
         on, any Security; or reduce the principal amount thereof or the rate or
         amount of interest thereon or any Additional Amounts payable in respect
         thereof,  or any premium payable upon the redemption thereof, or change
         any  obligation of the Company to pay  Additional  Amounts  pursuant to
         Section 1007 (except as contemplated by Section 801(i) and permitted by
         Section  901(1)),  or reduce the amount of the principal of an Original
         Issue  Discount   Security  that  would  be  due  and  payable  upon  a
         declaration of acceleration of the Maturity thereof pursuant to Section
         502 or the amount  thereof  provable in bankruptcy  pursuant to Section
         504, or  adversely  affect any right of  repayment at the option of the
         Holder of any Security,  or change any Place of Payment  where,  or the
         currency or currencies, currency unit or units or composite currency or
         currencies  in which,  any  Security  or any  premium  or the  interest
         thereon  is  payable,  or impair  the right to  institute  suit for the
         enforcement of any such payment on or after the Stated Maturity thereof
         (or,  in the case of  redemption  or  repayment  at the  option  of the
         Holder,  on or after the Redemption  Date or the Repayment Date, as the
         case may be), or

                           (2) reduce the percentage in principal  amount of the
         Outstanding  Securities of any series,  the consent of whose Holders is
         required for any such supplemental  indenture,  or the consent of whose
         Holders is  required  for any waiver  with  respect to such  series (or
         compliance  with  certain  provisions  of  this  Indenture  or  certain
         defaults  hereunder  and  their  consequences)  provided  for  in  this
         Indenture,  or reduce the  requirements  of Section  1504 for quorum or
         voting, or

                           (3) modify  any of the  provisions  of this  Section,
         Section 513 or Section 1008, except to increase the required percentage
         to effect such action or to provide that certain  other  provisions  of
         this Indenture  cannot be modified or waived without the consent of the
         Holder of each Outstanding Security affected thereby.

                 It shall not be  necessary  for any Act of  Holders  under this
Section to approve the particular form of any proposed  supplemental  indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

                 A  supplemental  indenture  which  changes  or  eliminates  any
covenant or other  provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities,  or which
modifies the rights of the Holders of  Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.

                 SECTION  903.   Execution  of   Supplemental   Indentures.   In
executing,  or accepting  the  additional  trusts  created by, any  supplemental
indenture  permitted by this Article or the  modification  thereby of the trusts
created by this Indenture,  the Trustee shall be entitled to receive,  and 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 may, but shall not be obligated  to, enter into any such
supplemental  indenture  which  affects  the  Trustee's  own  rights,  duties or
immunities under this Indenture or otherwise.

                 SECTION  904.  Effect  of  Supplemental  Indentures.  Upon  the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith and such supplemental indenture shall form a
part  of this  Indenture  for all  purposes;  and  every  Holder  of  Securities
theretofore  or  thereafter  authenticated  and  delivered  hereunder and of any
coupon appertaining thereto shall be bound thereby.

                 SECTION  905.   Conformity  with  Trust  Indenture  Act.  Every
supplemental  indenture  executed  pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

                                      -41-

                 SECTION  906.   Reference   in   Securities   to   Supplemental
Indentures.  Securities  of any series  authenticated  and  delivered  after the
execution of any supplemental indenture pursuant to this Article may, and shall,
if required by the Trustee,  bear a notation in form  approved by the Trustee as
to any matter provided for in such supplemental  indenture. If the Company shall
so determine,  new  Securities  of any series so modified as to conform,  in the
opinion of the Trustee and the Company,  to any such supplemental  indenture may
be prepared and executed by the Company and  authenticated  and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                                   ARTICLE TEN

                                    COVENANTS

                 SECTION 1001. Payment of Principal,  Premium,  if any, Interest
and Additional Amounts.  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 premium,  if any) and interest on and any  Additional  Amounts
payable in respect of the Securities of that series in accordance with the terms
of such  series  of  Securities,  any  coupons  appertaining  thereto  and  this
Indenture.  Unless  otherwise  specified  as  contemplated  by Section  301 with
respect to any series of  Securities,  any  interest  due on and any  Additional
Amounts  payable in respect of Bearer  Securities on or before  Maturity,  other
than Additional  Amounts, if any, payable as provided in Section 1007 in respect
of principal of (or premium, if any, on) such a Security,  shall be payable only
upon  presentation  and  surrender  of the  several  coupons  for such  interest
installments as are evidenced thereby as they severally mature. Unless otherwise
specified  with respect to Securities of any series  pursuant to Section 301, at
the option of the Company, all payments of principal may be paid by check to the
registered  Holder of the Registered  Security or other person entitled  thereto
against surrender of such Security.

                 SECTION 1002. Maintenance of Office or Agency. If Securities of
a series are issuable only as Registered Securities,  the Company shall maintain
in each Place of Payment for any series of  Securities an office or agency where
Securities  of that  series  may be  presented  or  surrendered  for  payment or
conversion,  where Securities of that series may be surrendered for registration
of transfer or exchange, and where notices and demands to or upon the Company in
respect of the  Securities of that series and this  Indenture may be served.  If
Securities  of a series are  issuable as Bearer  Securities,  the  Company  will
maintain:  (A) in the Borough of  Manhattan,  The City of New York, an office or
agency  where any  Registered  Securities  of that  series may be  presented  or
surrendered for payment or conversion,  where any Registered  Securities of that
series may be surrendered for registration of transfer, where Securities of that
series may be surrendered for exchange, where notices and demands to or upon the
Company in respect of the  Securities  of that series and this  Indenture may be
served and where  Bearer  Securities  of that series and related  coupons may be
presented  or  surrendered  for  payment  or  conversion  in  the  circumstances
described in the following  paragraph  (and not  otherwise);  (B) subject to any
laws or regulations  applicable  thereto,  in a Place of Payment for that series
which is located outside the United States, an office or agency where Securities
of that series and related  coupons may be presented and surrendered for payment
(including  payment of any  Additional  Amounts  payable on  Securities  of that
series pursuant to Section 1007) or conversion;  provided,  however, that if the
Securities  of that series are listed on the  Luxembourg  Stock  Exchange or any
other stock exchange  located  outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent for the Securities of
that series in Luxembourg or any other required city located  outside the United
States,  as the case may be, so long as the Securities of that series are listed
on such exchange; and (C) subject to any laws or regulations applicable thereto,
in a Place of Payment  for that  series  located  outside  the United  States an
office  or  agency  where  any  Registered  Securities  of  that  series  may be
surrendered for registration of transfer, where Securities of that series may be
surrendered for exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this  Indenture may be served.  The
Company will give prompt written notice to the Trustee of the location,  and any
change in the  location,  of each  such  office  or  agency.  If at any time the
Company shall fail to maintain any such required  office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the  Corporate  Trust Office of the
Trustee,  except that Bearer  Securities of that series and the related  coupons
may  be  presented  and  surrendered  for  payment  (including  payment  of  any
Additional  Amounts  payable on Bearer  Securities  of that  series  pursuant to
Section 1007) or conversion at the offices  specified in the Security in London,
England,  and the Company hereby  appoints the same as its agent to receive such
respective  presentations,  surrenders,  notices  and  demands,  and the Company

                                      -42-

hereby  appoints  the  Trustee  its  agent to  receive  all such  presentations,
surrenders, notices and demands.

                 Unless  otherwise  specified  with  respect  to any  Securities
pursuant  to Section  301,  no payment of  principal,  premium or interest on or
Additional  Amounts in respect of Bearer  Securities shall be made at any office
or agency of the Company in the United  States or by check mailed to any address
in the United States or by transfer to an account maintained with a bank located
in the United States; provided, however, that, if the Securities of a series are
payable in Dollars,  payment of principal of and any premium and interest on any
Bearer Security  (including any Additional Amounts payable on Securities of such
series  pursuant to Section  1007) shall be made at the office of the  Company's
Paying  Agent in the City of Boston,  if (but only if) payment in Dollars of the
full amount of such principal,  premium,  interest or Additional Amounts, as the
case may be, at all offices or agencies outside the United States maintained for
such purpose by the Company in  accordance  with this  Indenture,  is illegal or
effectively precluded by exchange controls or other similar restrictions.

                 The Company may from time to time  designate  one or more other
offices or agencies  where the Securities of one or more series may be presented
or  surrendered  for any or all of such  purposes,  and  may  from  time to time
rescind  such  designation;  provided,  however,  that  no such  designation  or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in  accordance  with the  requirements  set forth  above 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 location of any such other office or agency. Unless otherwise specified with
respect to any  Securities  pursuant to Section 301 with  respect to a series of
Securities,  the Company hereby designates as a Place of Payment for each series
of  Securities  the office or agency of the  Company in the City of Boston,  and
initially  appoints the Trustee at its Corporate Trust Office as Paying Agent in
such  city and as its  agent to  receive  all  such  presentations,  surrenders,
notices and demands.

                 Unless  otherwise  specified  with  respect  to any  Securities
pursuant to Section 302, if and so long as the  Securities of any series (i) are
denominated in a Foreign  Currency or (ii) may be payable in a Foreign  Currency
or so long as it is required under any other provision of this  Indenture,  then
the Company will maintain with respect to each such series of Securities,  or as
so required, at least one exchange rate agent.

                 SECTION  1003.  Money  for  Securities  Payments  to Be Held in
Trust. If the Company shall at any time act as its own Paying Agent with respect
to any series of any  Securities and any related  coupons,  it will, by no later
than 11:00 am (Boston  time) on each due date of the  principal of (and premium,
if any),  or  interest  on or  Additional  Amounts  in  respect  of,  any of the
Securities  of that series,  segregate  and hold in trust for the benefit of the
Persons entitled  thereto a sum in the currency or currencies,  currency unit or
units or composite currency or currencies in which the Securities of such series
are  payable  (except as  otherwise  specified  pursuant  to Section 301 for the
Securities of such series) sufficient to pay the principal (and premium, if any)
or interest or Additional  Amounts so becoming due until such sums shall be paid
to such Persons or otherwise  disposed of as herein provided,  and will promptly
notify the Trustee of its action or failure so to act.

                 Whenever the Company  shall have one or more Paying  Agents for
any series of Securities and any related coupons, it will, on or before each due
date of the  principal of (and  premium,  if any),  or interest on or Additional
Amounts in respect of, any  Securities  of that  series,  deposit  with a Paying
Agent a sum (in the currency or currencies,  currency unit or units or composite
currency or currencies described in the preceding  paragraph)  sufficient to pay
the  principal  (and  premium,  if any) or interest or  Additional  Amounts,  so
becoming  due,  such  sum to be held in trust  for the  benefit  of the  Persons
entitled  to such  principal,  premium or  interest  or  Additional  Amounts and
(unless such Paying Agent is the Trustee) the Company will  promptly  notify the
Trustee of its action or failure so to act.

                 The Company will cause each Paying Agent other than the Trustee
to execute and deliver to the Trustee an  instrument  in which such Paying Agent
shall agree with the Trustee,  subject to the  provisions of this Section,  that
such Paying Agent will

                                      -43-

                           (1)  hold  all  sums  held by it for the  payment  of
         principal of (and  premium,  if any) or interest on Securities in trust
         for the benefit of the Persons  entitled  thereto until such sums shall
         be paid to such Persons or otherwise disposed of as herein provided;

                           (2) give the  Trustee  notice of any  default  by the
         Company (or any other obligor upon the Securities) in the making of any
         such payment of principal (and premium, if any) or interest; and

                           (3) at any time  during the  continuance  of any such
         default, upon the written request of the Trustee,  forthwith pay to the
         Trustee all sums so held in trust by such Paying Agent.

                 The Company may at any time,  for the purpose of obtaining  the
satisfaction  and discharge of this Indenture or for any other purpose,  pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying  Agent,  such sums to be held by the Trustee
upon the same  trusts as those upon which such sums were held by the  Company or
such Paying  Agent;  and,  upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further  liability  with respect to
such sums.

                 Except as otherwise  provided in the  Securities of any series,
any money  deposited  with the Trustee or any Paying Agent,  or then held by the
Company,  in trust for the payment of the principal of (and premium,  if any) or
interest on, or any Additional Amounts in respect of, any Security of any series
and remaining  unclaimed  for two years after such  principal  (and premium,  if
any), interest or Additional Amounts has become due and payable shall be paid to
the  Company  upon  Company  Request or (if then held by the  Company)  shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an  unsecured  general  creditor,  look only to the  Company for payment of such
principal of (and premium,  if any) or interest on, or any Additional Amounts in
respect of, such Security,  without interest  thereon,  and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee  thereof,  shall thereupon cease;  provided,  however,
that the Trustee or such Paying  Agent,  before being  required to make any such
repayment,  may at the expense of the Company cause to be published  once, in an
Authorized Newspaper, notice that such money remains unclaimed and that, after a
date  specified  therein,  which shall not be less than 30 days from the date of
such  publication,  any unclaimed  balance of such money then  remaining will be
repaid to the Company.

                 SECTION 1004. Existence.  Subject to Article Eight, the Company
will do or cause to be done all things  necessary  to preserve  and keep in full
force  and  effect  its  existence,   rights  (declaration  and  statutory)  and
franchises;  provided,  however,  that the  Company  shall  not be  required  to
preserve  any  right  or  franchise  if  the  Board  shall  determine  that  the
preservation  thereof is no longer  desirable  in the conduct of the business of
the Company.

                 SECTION 1005.  Provision of Financial  Information.  Whether or
not  required  by the rules and  regulations  of the SEC,  so long as any of the
Securities  are  outstanding,  the Company  will  furnish to the Holders (i) all
quarterly  and  annual  financial  information  that  would  be  required  to be
contained  in a filing with the SEC on Forms 10-Q and 10-K if the  Company  were
required to file such Forms,  including a "Management's  Discussion and Analysis
of  Financial  Condition  and Results of  Operations"  and,  with respect to the
annual information only, a report thereon by the Company's certified independent
accountants  and (ii) all  financial  information  that would be  required to be
included in a Form 8-K filed with the SEC if the Company  were  required to file
such reports. In addition,  whether or not required by the rules and regulations
of the SEC,  the Company  will file a copy of all such  information  and reports
with the SEC for public  availability  (unless  the SEC will not  accept  such a
filing)  and make such  information  available  to  investors  who request it in
writing.  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.

                 SECTION  1006.  Statement  as to  Compliance.  The Company will
deliver to the  Trustee,  within 120 days after the end of each fiscal  year,  a
brief  certificate from the principal  executive  officer,  principal  financial
officer  or  principal  accounting  officer  as to his or her  knowledge  of the
Company's compliance with all conditions and covenants under this Indenture and,
in the event of any noncompliance,  specifying such noncompliance and the nature

                                      -44-

and status thereof.  For purposes of this Section 1006, such compliance shall be
determined  without regard to any period of grace or requirement of notice under
this Indenture.

                 SECTION 1007. Additional Amounts. If any Securities of a series
provide  for the payment of  Additional  Amounts,  the  Company  will pay to the
Holder  of any  Security  of such  series  or any  coupon  appertaining  thereto
Additional  Amounts as may be specified as contemplated by Section 301. Whenever
in this  Indenture  there is  mentioned,  in any  context  except in the case of
Section  502(1),  the payment of the principal of or any premium or interest on,
or in respect of, any Security of any series or payment of any related coupon or
the net proceeds received on the sale or exchange of any Security of any series,
such  mention  shall be deemed to include  mention of the payment of  Additional
Amounts provided by the terms of such series established pursuant to Section 301
to the extent that,  in such context,  Additional  Amounts are, were or would be
payable in respect  thereof  pursuant to such terms and  express  mention of the
payment of Additional Amounts (if applicable) in any provisions hereof shall not
be construed as excluding  Additional  Amounts in those provisions  hereof where
such express mention is not made.

                 Except as otherwise  specified as  contemplated by Section 301,
if the Securities of a series provide for the payment of Additional  Amounts, at
least 20 days  prior to the first  Interest  Payment  Date with  respect to that
series of Securities (or if the Securities of that series will not bear interest
prior to Maturity, the first day on which a payment of principal and any premium
is made),  and at least 10 days prior to each date of payment of  principal  and
any premium or interest if there has been any change with respect to the matters
set forth in the below-mentioned Officers' Certificate, the Company will furnish
the Trustee and the Company's  principal Paying Agent or Paying Agents, if other
than the Trustee, with an Officers' Certificate instructing the Trustee and such
Paying  Agent or Paying  Agents  whether  such  payment of  principal of and any
premium or interest on the Securities of that series shall be made to Holders of
Securities  of that  series or any  related  coupons  who are not United  States
persons without  withholding  for or on account of any tax,  assessment or other
governmental  charge  described  in the  Securities  of the series.  If any such
withholding shall be required,  then such Officers' Certificate shall specify by
country the  amount,  if any,  required to be withheld on such  payments to such
Holders of Securities of that series or related coupons and the Company will pay
to the Trustee or such Paying Agent the Additional Amounts required by the terms
of such  Securities.  In the event that the Trustee or any Paying Agent,  as the
case may be,  shall not so receive  the  above-mentioned  certificate,  then the
Trustee  or such  Paying  Agent  shall be  entitled  (i) to assume  that no such
withholding or deduction is required with respect to any payment of principal or
interest with respect to any Securities of a series or related  coupons until it
shall  have  received  a  certificate  advising  otherwise  and (ii) to make all
payments of principal and interest with respect to the Securities of a series or
related coupons without  withholding or deductions until otherwise advised.  The
Company covenants to indemnify the Trustee and any Paying Agent for, and to hold
them  harmless  against,  any loss,  liability  or expense  reasonably  incurred
without  negligence  or bad faith on their part arising out of or in  connection
with  actions  taken or omitted by any of them or in reliance  on any  Officers'
Certificate  furnished  pursuant to this Section or in reliance on the Company's
not furnishing such an Officers' Certificate.

                 SECTION 1008. Waiver of Certain Covenants. The Company may omit
in any particular  instance to comply with any term,  provision or condition set
forth in Sections 1004 or 1005, if before or after the time for such  compliance
the  Holders  of at least a  majority  in  principal  amount of all  outstanding
Securities of such series, by Act of such Holders,  either waive such compliance
in such instance or generally waive  compliance with such covenant or condition,
but no such waiver shall extend to or affect such  covenant or condition  except
to the  extent  so  expressly  waived,  and,  until  such  waiver  shall  become
effective,  the  obligations  of the  Company  and the duties of the  Trustee in
respect of any such term,  provision or condition shall remain in full force and
effect.

                                      -45-

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

                 SECTION  1101.  Applicability  of  Article.  Securities  of any
series which are redeemable  before their Stated Maturity shall be redeemable in
accordance  with their terms and (except as otherwise  specified as contemplated
by Section 301 for Securities of any series) in accordance with this Article.

                 SECTION  1102.  Election  to  Redeem;  Notice to  Trustee.  The
election  of the  Company  to redeem any  Securities  shall be  evidenced  by or
pursuant to a Board Resolution. In case of any redemption at the election of the
Company of less than all of the Securities of any series,  the Company shall, at
least 45 days prior to the giving of the notice of  redemption  in Section  1104
(unless a shorter  notice  shall be  satisfactory  to the  Trustee),  notify the
Trustee of such  Redemption  Date and of the  principal  amount of Securities of
such series to be redeemed. In the case of any redemption of Securities prior to
the expiration of any  restriction on such  redemption  provided in the terms of
such  Securities or elsewhere in this  Indenture,  the Company shall furnish the
Trustee  with  an  Officers'   Certificate   evidencing   compliance  with  such
restriction.

                 SECTION  1103.   Selection  by  Trustee  of  Securities  to  Be
Redeemed.  If less than all the  Securities of any series issued on the same day
with the same terms are to be redeemed, the particular Securities to be redeemed
shall be  selected  not more than 60 days  prior to the  Redemption  Date by the
Trustee, from the Outstanding Securities of such series issued on such date with
the same terms not  previously  called  for  redemption,  by such  method as the
Trustee shall deem fair and  appropriate and which may provide for the selection
for redemption of portions  (equal to the minimum  authorized  denomination  for
Securities  of that series or any integral  multiple  thereof) of the  principal
amount of  Securities of such series of a  denomination  larger than the minimum
authorized denomination for Securities of that series.

                 The Trustee shall promptly  notify the Company and the Security
Registrar  (if other than  itself) in writing  of the  Securities  selected  for
redemption and, in the case of any Securities  selected for partial  redemption,
the principal amount thereof to be redeemed.

                 For  all  purposes  of  this  Indenture,   unless  the  context
otherwise  requires,  all  provisions  relating to the  redemption of Securities
shall  relate,  in the case of any Security  redeemed or to be redeemed  only in
part, to the portion of the principal  amount of such Security which has been or
is to be redeemed.

                 SECTION 1104. Notice of Redemption.  Notice of redemption shall
be given in the manner  provided in Section 106 and as may be further  specified
in an indenture supplemental hereto, not less than 30 days nor more than 60 days
prior to the Redemption Date,  unless a shorter period is specified by the terms
of such series established pursuant to Section 301, to each Holder of Securities
to be redeemed, but failure to give such notice in the manner herein provided to
the Holder of any Security  designated  for redemption as a whole or in part, or
any defect in the notice to any such  Holder,  shall not affect the  validity of
the  proceedings  for the  redemption  of any other  such  Security  or  portion
thereof.

                 Any  notice  that  is  mailed  to  the  Holders  of  Registered
Securities in the manner herein provided shall be conclusively  presumed to have
been duly given, whether or not such Holders receive such notice.

                 All notices of redemption shall state:

                           (1) the Redemption Date,

                           (2) the  Redemption  Price,  accrued  interest to the
         Redemption  Date  payable as  provided  in Section  1106,  if any,  and
         Additional Amounts, if any,

                                      -46-

                           (3) if less than all  Outstanding  Securities  of any
         series are to be  redeemed,  the  identification  (and,  in the case of
         partial redemption, the principal amount) of the particular Security or
         Securities to be redeemed,

                           (4) in case any  Security  is to be  redeemed in part
         only, the notice which relates to such Security shall state that on and
         after the Redemption Date, upon surrender of such Security,  the holder
         will  receive,   without  charge,  a  new  Security  or  Securities  of
         authorized  denominations  for the principal  amount thereof  remaining
         unredeemed,

                           (5) that on the Redemption Date the Redemption  Price
         and accrued  interest  to the  Redemption  Date  payable as provided in
         Section  1106,  if any,  will  become  due and  payable  upon each such
         Security,  or the portion  thereof,  to be redeemed and, if applicable,
         that interest thereon shall cease to accrue on and after said date,

                           (6)  the  Place  or  Places  of  Payment  where  such
         Securities,  together in the case of Bearer Securities with all coupons
         appertaining  thereto,  if any, maturing after the Redemption Date, are
         to be  surrendered  for  payment of the  Redemption  Price and  accrued
         interest, if any, or for conversion,

                           (7) that the  redemption  is for a sinking  fund,  if
         such is the case,

                           (8) that unless  otherwise  specified in such notice,
         Bearer  Securities of any series,  if any,  surrendered  for redemption
         must  be  accompanied  by  all  coupons  maturing   subsequent  to  the
         Redemption  Date or the  amount of any such  missing  coupon or coupons
         will  be  deducted  from  the  Redemption  Price,  unless  security  or
         indemnity  satisfactory to the Company, the Trustee for such series and
         any Paying Agent is furnished,

                           (9) if  Bearer  Securities  of any  series  are to be
         redeemed  and any  Registered  Securities  of such series are not to be
         redeemed, and if such Bearer Securities may be exchanged for Registered
         Securities not subject to redemption on this  Redemption  Date pursuant
         to Section  305 or  otherwise,  the last  date,  as  determined  by the
         Company, on which such exchanges may be made,

                           (10) the CUSIP number of such Security, if any, and

                           (11) if  applicable,  that a Holder of Securities who
         desires  to  convert   Securities  for  redemption   must  satisfy  the
         requirements  for  conversion  contained in such  Securities,  the then
         existing  conversion  price  or rate,  and the  date and time  when the
         option to convert shall expire.

                 Notice of  redemption  of  Securities  to be redeemed  shall be
given by the Company or, at the  Company's  request,  by the Trustee in the name
and at the expense of the Company.

                 SECTION 1105. Deposit of Redemption Price. On or prior to 11:00
am (Boston  time) on any  Redemption  Date,  the Company  shall deposit with the
Trustee or with a Paying  Agent (or,  if the Company is acting as its own Paying
Agent,  which it may not do in the case of a sinking fund payment  under Article
Twelve,  segregate  and hold in trust as provided in Section  1003) an amount of
money in the  currency  or  currencies,  currency  unit or  units  or  composite
currency  or  currencies  in which the  Securities  of such  series are  payable
(except as otherwise  specified  pursuant to Section 301 for the  Securities  of
such series)  sufficient to pay on the Redemption Date the Redemption  Price of,
and (except if the  Redemption  Date shall be an Interest  Payment Date) accrued
interest on, all the Securities or portions  thereof which are to be redeemed on
that date.

                 SECTION 1106.  Securities Payable on Redemption Date. Notice of
redemption  having been given as  aforesaid,  the  Securities  so to be redeemed
shall, on the Redemption  Date,  become due and payable at the Redemption  Price
therein  specified  in the  currency or  currencies,  currency  unit or units or
composite  currency or  currencies  in which 

                                      -47-

the  Securities  of such  series  are  payable  (except as  otherwise  specified
pursuant  to Section  301 for the  Securities  of such  series)  (together  with
accrued interest,  if any, to the Redemption Date), and from and after such date
(unless the Company  shall  default in the payment of the  Redemption  Price and
accrued  interest) such  Securities  shall,  if the same were  interest-bearing,
cease to bear  interest and the coupons for such  interest  appertaining  to any
Bearer Securities so to be redeemed,  except to the extent provided below, shall
be void.  Upon surrender of any such Security for redemption in accordance  with
said notice,  together with all coupons, if any,  appertaining  thereto maturing
after the  Redemption  Date,  such Security  shall be paid by the Company at the
Redemption  Price,  together with accrued  interest,  if any, to the  Redemption
Date;  provided,  however,  that  installments of interest on Bearer  Securities
whose  Stated  Maturity is on or prior to the  Redemption  Date shall be payable
only at an office  or agency  located  outside  the  United  States  (except  as
otherwise  provided  in  Section  1002)  and,  unless  otherwise   specified  as
contemplated by Section 301, only upon presentation and surrender of coupons for
such  interest;  and provided  further that,  except as otherwise  provided with
respect to Securities  convertible into Common Shares or Preferred Shares of the
Company, installments of interest on Registered Securities whose Stated Maturity
is on or prior to the  Redemption  Date shall be payable to the  Holders of such
Securities,  or one or more  Predecessor  Securities,  registered as such at the
close of business on the relevant  Record Dates according to their terms and the
provisions of Section 307.

                 If any Bearer Security  surrendered for redemption shall not be
accompanied by all appurtenant  coupons maturing after the Redemption Date, such
Security may be paid after  deducting from the Redemption  Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or  coupons  may be waived by the  Company  and the  Trustee  if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent  harmless.  If thereafter  the Holder of such Security
shall  surrender to the Trustee or any Paying  Agent any such missing  coupon in
respect of which a  deduction  shall have been made from the  Redemption  Price,
such  Holder  shall be entitled  to receive  the amount so  deducted;  provided,
however, that interest represented by coupons shall be payable only at an office
or agency  located  outside the United States  (except as otherwise  provided in
Section 1002) and,  unless  otherwise  specified as contemplated by Section 301,
only upon presentation and surrender of those coupons.

                  If any  Security  called for  redemption  shall not be so paid
upon  surrender  thereof for  redemption,  the principal  (and premium,  if any)
shall,  until paid,  bear interest from the Redemption Date at the rate borne by
the Security.

                 SECTION  1107.  Securities  Redeemed  in Part.  Any  Registered
Security  which is to be redeemed  only in part  (pursuant to the  provisions of
this Article or of Article  Twelve) shall be  surrendered  at a Place of Payment
therefor (with,  if the Company or the Trustee so requires,  due endorsement by,
or a written  instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly  authorized in
writing) and the Company shall execute and the Trustee  shall  authenticate  and
deliver to the Holder of such Security  without service charge a new Security or
Securities of the same series,  of any authorized  denomination  as requested by
such Holder in  aggregate  principal  amount  equal to and in  exchange  for the
unredeemed portion of the principal of the Security so surrendered.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

                 SECTION 1201.  Applicability of Article. The provisions of this
Article shall be applicable to any sinking fund for the retirement of Securities
of a series  except as otherwise  specified as  contemplated  by Section 301 for
Securities of such series.

                 The minimum amount of any sinking fund payment  provided for by
the terms of  Securities  of any series is herein  referred  to as a  "mandatory
sinking fund payment", and any payment in excess of such minimum amount provided
for by the terms of such  Securities  of any series is herein  referred to as an
"optional sinking fund payment".  If provided for by the terms of any Securities
of any series,  the cash amount of any  mandatory  sinking  fund  payment 

                                      -48-

may be subject to  reduction  as provided in Section  1202.  Each  sinking  fund
payment  shall be  applied  to the  redemption  of  Securities  of any series as
provided for by the terms of Securities of such series.

                 SECTION  1202.  Satisfaction  of  Sinking  Fund  Payments  with
Securities. The Company may, in satisfaction of all or any part of any mandatory
sinking fund payment with  respect to the  Securities  of a series,  (1) deliver
Outstanding  Securities  of such series  (other than any  previously  called for
redemption)  together in the case of any Bearer  Securities  of such series with
all unmatured coupons  appertaining thereto and (2) apply as a credit Securities
of such series  which have been  redeemed  either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted
optional  sinking fund  payments  pursuant to the terms of such  Securities,  as
provided  for by the terms of such  Securities,  or which  have  otherwise  been
acquired by the Company;  provided that such  Securities so delivered or applied
as a credit have not been  previously  so  credited.  Such  Securities  shall be
received  and  credited  for  such  purpose  by the  Trustee  at the  applicable
Redemption Price specified in such Securities for redemption  through  operation
of the sinking fund and the amount of such mandatory  sinking fund payment shall
be reduced accordingly.

                 SECTION 1203.  Redemption of Securities  for Sinking Fund.  Not
less than 60 days prior to each sinking fund payment date for  Securities of any
series,  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 in the  currency  or  currencies,
currency  unit or  units or  composite  currency  or  currencies  in  which  the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series) and the portion thereof,  if any,
which is to be satisfied by delivering  and crediting  Securities of that series
pursuant to Section 1202, and the optional  amount,  if any, to be added in cash
to the next ensuing mandatory sinking fund payment, and will also deliver to the
Trustee any  Securities  to be so  delivered  and  credited.  If such  Officers'
Certificate  shall  specify an  optional  amount to be added in cash to the next
ensuing mandatory sinking fund payment, the Company shall thereupon be obligated
to pay the amount  therein  specified.  Not less than 30 days  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 1103 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  1104.  Such  notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

                 SECTION 1301. Applicability of Article. Repayment of Securities
of any series  before  their  Stated  Maturity at the option of Holders  thereof
shall be made in  accordance  with the  terms of such  Securities,  if any,  and
(except as otherwise specified by the terms of such series established  pursuant
to Section 301) in accordance with this Article.

                 SECTION 1302. Repayment of Securities. Securities of any series
subject to  repayment  in whole or in part at the option of the Holders  thereof
will, unless otherwise provided in the terms of such Securities,  be repaid at a
price equal to the principal  amount  thereof,  together with interest,  if any,
thereon  accrued to the Repayment  Date specified in or pursuant to the terms of
such Securities.  The Company  covenants that on or before the Repayment Date it
will  deposit  with the  Trustee or with a Paying  Agent (or,  if the Company is
acting as its own  Paying  Agent,  segregate  and hold in trust as  provided  in
Section 1003) an amount of money in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities of such series
are  payable  (except as  otherwise  specified  pursuant  to Section 301 for the
Securities of such series)  sufficient to pay the principal  (or, if so provided
by the terms of the Securities of any series, a percentage of the principal) of,
and (except if the  Repayment  Date shall be an Interest  Payment  Date) accrued
interest on, all the Securities or portions  thereof,  as the case may be, to be
repaid on such date.

                                      -49-

                 SECTION  1303.  Exercise  of Option.  Securities  of any series
subject  to  repayment  at the option of the  Holders  thereof  will  contain an
"Option to Elect Repayment" form on the reverse of such Securities. In order for
any Security to be repaid at the option of the Holder,  the Trustee must receive
at the Place of Payment therefor  specified in the terms of such Security (or at
such other place or places of which the  Company  shall from time to time notify
the Holders of such  Securities) not earlier than 60 days nor later than 30 days
prior to the  Repayment  Date (1) the Security so providing  for such  repayment
together with the "Option to Elect  Repayment"  form on the reverse thereof duly
completed by the Holder or by the Holder's  attorney duly  authorized in writing
or (2) a telegram,  telex, facsimile transmission or a letter from a member of a
national securities exchange, or the National Association of Securities Dealers,
Inc.  ("NASD"),  or a  commercial  bank or trust  company in the  United  States
setting  forth the name of the Holder of the Security,  the principal  amount of
the  Security,  the  principal  amount of the  Security to be repaid,  the CUSIP
number,  if any,  or a  description  of the tenor and terms of the  Security,  a
statement that the option to elect  repayment is being  exercised  thereby and a
guarantee that the Security to be repaid,  together with the duly completed form
entitled  "Option to Elect  Repayment" on the reverse of the  Security,  will be
received by the Trustee not later than the fifth  Business Day after the date of
such telegram, telex, facsimile transmission or letter; provided,  however, that
such telegram,  telex,  facsimile transmission or letter shall only be effective
if such  Security  and form duly  completed  are received by the Trustee by such
fifth Business Day. If less than the entire principal amount of such Security is
to be repaid in accordance with the terms of such Security, the principal amount
of such Security to be repaid,  in increments  of the minimum  denomination  for
Securities of such series, and the denomination or denominations of the Security
or Securities to be issued to the Holder for the portion of the principal amount
of such Security  surrendered that is not to be repaid,  must be specified.  The
principal  amount of any security  providing  for repayment at the option of the
Holder  thereof  may not be repaid in part if,  following  such  repayment,  the
unpaid  principal  amount  of such  Security  would  be less  than  the  minimum
authorized denomination of Securities of the series of which such Security to be
repaid  is a part.  Except  as  otherwise  may be  provided  by the terms of any
Security  providing for repayment at the option of the Holder thereof,  exercise
of the repayment option by the Holder shall be irrevocable  unless waived by the
Company.

                 SECTION 1304.  When Securities  Presented for Repayment  Become
Due and Payable.  If  Securities  of any series  providing  for repayment at the
option of the Holders  thereof shall have been  surrendered  as provided in this
Article and as provided  by or  pursuant to the terms of such  Securities,  such
Securities  or the  portions  thereof,  as the case may be, to be  repaid  shall
become due and payable and shall be paid by the  Company on the  Repayment  Date
therein  specified,  and on and after such  Repayment  Date  (unless the Company
shall  default in the payment of such  Securities on such  Repayment  Date) such
Securities shall, if the same were interest-bearing,  cease to bear interest and
the coupons for such  interest  appertaining  to any Bearer  Securities so to be
repaid,  except to the extent provided  below,  shall be void. Upon surrender of
any such  Security for repayment in accordance  with such  provisions,  together
with all coupons,  if any,  appertaining  thereto  maturing  after the Repayment
Date, the principal amount of such Security so to be repaid shall be paid by the
Company,  together  with  accrued  interest,  if  any,  to the  Repayment  Date;
provided,  however,  that coupons  whose  Stated  Maturity is on or prior to the
Repayment Date shall be payable only at an office or agency located  outside the
United  States  (except  as  otherwise  provided  in Section  1002) and,  unless
otherwise  specified  pursuant  to  Section  301,  only  upon  presentation  and
surrender of such coupons;  and provided further that, in the case of Registered
Securities,  installments  of interest,  if any, whose Stated  Maturity is on or
prior to the  Repayment  Date shall be payable  (but without  interest  thereon,
unless the Company shall default in the payment  thereof) to the Holders of such
Securities,  or one or more  Predecessor  Securities,  registered as such at the
close of business on the relevant  Record Dates according to their terms and the
provisions of Section 307.

                 If any Bearer  Security  surrendered for repayment shall not be
accompanied by all appurtenant  coupons  maturing after the Repayment Date, such
Security  may be paid  after  deducting  from the  amount  payable  therefor  as
provided in Section  1302 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may  require  to save each of them and any  Paying  Agent  harmless.  If
thereafter  the Holder of such  Security  shall  surrender to the Trustee or any
Paying Agent any such missing coupon in respect of which a deduction  shall have
been made as provided in the preceding  sentence,  such Holder shall be entitled
to receive the amount so deducted;  provided, however, that interest represented
by coupons  shall be payable  only at an office or agency  located  

                                      -50-

outside the United  States  (except as otherwise  provided in Section 1002) and,
unless   otherwise   specified  as   contemplated  by  Section  301,  only  upon
presentation and surrender of those coupons.

                 If  the  principal  amount  of  any  Security  surrendered  for
repayment shall not be so repaid upon surrender  thereof,  such principal amount
(together with interest,  if any, thereon accrued to such Repayment Date) shall,
until paid,  bear interest  from the  Repayment  Date at the rate of interest or
Yield to Maturity (in the case of Original Issue Discount  Securities) set forth
in such Security.

                 SECTION 1305.  Securities Repaid in Part. Upon surrender of any
Registered  Security  which is to be  repaid in part  only,  the  Company  shall
execute and the  Trustee  shall  authenticate  and deliver to the Holder of such
Security,  without  service  charge  and at the  expense of the  Company,  a new
Registered  Security  or  Securities  of the  same  series,  of  any  authorized
denomination  specified by the Holder, in an aggregate principal amount equal to
and in exchange for the portion of the principal of such Security so surrendered
which is not to be repaid.


                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

                 SECTION 1401.  Applicability  of Article;  Company's  Option to
Effect Defeasance or Covenant Defeasance. If, pursuant to Section 301, provision
is made for either or both of (a)  defeasance  of the  Securities of or within a
series under  Section 1402 or (b) covenant  defeasance  of the  Securities of or
within a series  under  Section  1403,  then the  provisions  of such Section or
Sections, as the case may be, together with the other provisions of this Article
(with such  modifications  thereto as may be  specified  pursuant to Section 301
with respect to any Securities),  shall be applicable to such Securities and any
coupons  appertaining  thereto,  and the  Company  may at its  option  by  Board
Resolution,  at any  time,  with  respect  to such  Securities  and any  coupons
appertaining thereto, elect to have Section 1402 (if applicable) or Section 1403
(if  applicable)  be  applied to such  Outstanding  Securities  and any  coupons
appertaining thereto upon compliance with the conditions set forth below in this
Article.

                 SECTION  1402.  Defeasance  and  Discharge.  Upon the Company's
exercise of the above  option  applicable  to this  Section  with respect to any
Securities  of or  within a  series,  the  Company  shall be deemed to have been
discharged from its obligations with respect to such Outstanding  Securities and
any coupons appertaining thereto on the date the conditions set forth in Section
1404  are  satisfied  (hereinafter,   "defeasance").   For  this  purpose,  such
defeasance  means that the Company  shall be deemed to have paid and  discharged
the entire  indebtedness  represented  by such  Outstanding  Securities  and any
coupons   appertaining   thereto,   which  shall  thereafter  be  deemed  to  be
"Outstanding"  only for the purposes of Section  1405 and the other  Sections of
this Indenture  referred to in clauses (A) and (B) below,  and to have satisfied
all of its other obligations under such Securities and any coupons  appertaining
thereto  and  this  Indenture   insofar  as  such  Securities  and  any  coupons
appertaining  thereto  are  concerned  (and the  Trustee,  at the expense of the
Company,  shall execute proper instruments  acknowledging the same),  except for
the  following  which shall  survive  until  otherwise  terminated or discharged
hereunder:  (A) the  rights of Holders of such  Outstanding  Securities  and any
coupons appertaining thereto to receive, solely from the trust fund described in
Section 1404 and as more fully set forth in such Section, payments in respect of
the principal of (and premium, if any) and interest,  if any, on such Securities
and any  coupons  appertaining  thereto  when  such  payments  are due,  (B) the
Company's  obligations  with respect to such Securities under Sections 305, 306,
1002 and 1003 and with respect to the payment of Additional  Amounts, if any, on
such Securities as contemplated by Section 1007, (C) the rights, powers, trusts,
duties and  immunities of the Trustee  hereunder and (D) this Article  Fourteen.
Subject to compliance with this Article  Fourteen,  the Company may exercise its
option under this Section notwithstanding the prior exercise of its option under
Section  1403 with  respect  to such  Securities  and any  coupons  appertaining
thereto.

                 SECTION 1403. Covenant Defeasance.  Upon the Company's exercise
of the above option applicable to this Section with respect to any Securities of
or within a series,  the Company  shall be released from its  obligations  under
Sections  1004  and  1005  and,  if  specified  pursuant  to  Section  301,  its
obligations  under  any  other  covenant,   with  

                                      -51-

respect to such Outstanding  Securities and any coupons  appertaining thereto on
and  after  the date the  conditions  set forth in  Section  1404 are  satisfied
(hereinafter,  "covenant  defeasance"),  and  such  Securities  and any  coupons
appertaining  thereto shall thereafter be deemed to be not "Outstanding" for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and
the  consequences  of any thereof) in connection  with Sections 1004 and 1005 or
such other covenant, but shall continue to be deemed "Outstanding" for all other
purposes hereunder.  For this purpose, such covenant defeasance means that, with
respect to such Outstanding Securities and any coupons appertaining thereto, the
Company  may omit to comply with and shall have no  liability  in respect of any
term,  condition  or  limitation  set forth in any such  Section  or such  other
covenant,  whether directly or indirectly,  by reason of any reference elsewhere
herein to any such  Section or such other  covenant or by reason of reference in
any such Section or such other covenant to any other provision  herein or in any
other  document and such omission to comply shall not constitute a default or an
Event of Default  under Section  501(4) or 501(9) or otherwise,  as the case may
be, but except as specified  above,  the  remainder of this  Indenture  and such
Securities and any coupons appertaining thereto shall be unaffected thereby.

                  SECTION 1404. Conditions to Defeasance or Covenant Defeasance.
The following  shall be the conditions to application of Section 1402 or Section
1403 to any  Outstanding  Securities  of or  within  a  series  and any  coupons
appertaining thereto:

                           (a) The Company shall  irrevocably  have deposited or
         caused to be deposited with the Trustee (or another trustee  satisfying
         the  requirements  of Section  607 who shall  agree to comply  with the
         provisions of this Article Fourteen applicable to it) 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 and any coupons appertaining thereto, (1) an
         amount in such  currency,  currencies  or  currency  unit in which such
         Securities and any coupons  appertaining  thereto are then specified as
         payable at Stated  Maturity)  which  through the  scheduled  payment of
         principal  and  interest in respect  thereof in  accordance  with their
         terms will  provide,  not later than one day before the due date of any
         payment of principal of (and premium, if any) and interest,  if any, on
         such Securities and any coupons appertaining thereto, or (2) Government
         Obligations  applicable  to such  Securities  and coupons  appertaining
         thereto  (determined  on the  basis  of  the  currency,  currencies  or
         currency unit in which such Securities and coupons appertaining thereto
         are then  specified as payable at Stated  Maturity)  which  through the
         scheduled  payment of  principal  and  interest  in respect  thereof in
         accordance with their terms will provide, not later than one day before
         the due date of any payment of principal of (and  premium,  if any) and
         interest,  if any,  on such  Securities  and any  coupons  appertaining
         thereto, money in an amount, or (3) a combination thereof in an amount,
         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, and which shall
         be applied by the  Trustee  (or other  qualifying  trustee)  to pay and
         discharge,  (i) the principal of (and premium, if any) and interest, if
         any,  on  such  Outstanding  Securities  and any  coupons  appertaining
         thereto on the Stated  Maturity of such  principal  or  installment  of
         principal or interest and (ii) any  mandatory  sinking fund payments or
         analogous  payments  applicable to such Outstanding  Securities and any
         coupons  appertaining thereto on the day on which such payments are due
         and payable in accordance  with the terms of this Indenture and of such
         Securities and any coupons appertaining thereto.

                           (b) Such defeasance or covenant  defeasance shall not
         result in a breach or violation of, or constitute a default under, this
         Indenture or any other  material  agreement or  instrument to which the
         Company is a party or by which it is bound.

                           (c) No Event of Default or event which with notice or
         lapse of time or both would  become an Event of Default with respect to
         such  Securities  and  any  coupons  appertaining  thereto  shall  have
         occurred and be continuing  on the date of such deposit or,  insofar as
         Sections 501(6) and 501(7) are concerned, at any time during the period
         ending  on the  91st  day  after  the date of such  deposit  (it  being
         understood that this condition shall not be deemed  satisfied until the
         expiration of such period).

                                      -52-

                           (d) In the case of an election  under  Section  1402,
         the Company  shall have  delivered to the Trustee an Opinion of Counsel
         stating  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 shall confirm that,  the Holders of such
         Outstanding  Securities and any coupons  appertaining  thereto will not
         recognize  income,  gain or loss for Federal  income tax  purposes as a
         result of such  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 defeasance had not occurred.

                           (e) In the case of an election  under  Section  1403,
         the Company  shall have  delivered to the Trustee an Opinion of Counsel
         to the effect that the Holders of such  Outstanding  Securities and any
         coupons  appertaining  thereto will not recognize income,  gain or loss
         for Federal income tax purposes as a result of such covenant 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
         covenant defeasance had not occurred.

                           (f) The Company  shall have  delivered to the Trustee
         an Officers'  Certificate and an Opinion of Counsel,  each stating that
         all conditions  precedent to the  defeasance  under Section 1402 or the
         covenant  defeasance  under Section 1403 (as the case may be) have been
         complied  with and an Opinion of Counsel to the effect  that either (i)
         as a result  of a  deposit  pursuant  to  subsection  (a) above and the
         related  exercise of the Company's option under Section 1402 or Section
         1403 (as the  case may be),  registration  is not  required  under  the
         Investment  Company  Act of 1940,  as  amended,  by the  Company,  with
         respect to the trust funds  representing such deposit or by the Trustee
         for such trust funds or (ii) all necessary registrations under said Act
         have been effected.

                           (g)  Notwithstanding  any  other  provisions  of this
         Section,  such defeasance or covenant  defeasance  shall be effected in
         compliance  with any  additional  or  substitute  terms,  conditions or
         limitations which may be imposed on the Company in connection therewith
         pursuant to Section 301.

                  SECTION 1405. Deposited Money and Government Obligations to Be
Held in Trust; Other Miscellaneous Provisions.  Subject to the provisions of the
last paragraph of Section 1003, all money and Government  Obligations  (or other
property as may be provided  pursuant to Section  301)  (including  the proceeds
thereof) deposited with the Trustee (or other qualifying  trustee,  collectively
for purposes of this Section 1405,  the  "Trustee")  pursuant to Section 1404 in
respect of any Outstanding Securities of any series and any coupons appertaining
thereto shall be held in trust and applied by the Trustee,  in  accordance  with
the provisions of such Securities and any coupons  appertaining thereto 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  Holders  of such  Securities  and any  coupons  appertaining
thereto of all sums due and to become due thereon in respect of  principal  (and
premium,  if any) and interest and  Additional  Amounts,  if any, but such money
need not be segregated from other funds except to the extent required by law.

                  Unless  otherwise  specified  with  respect  to  any  Security
pursuant to Section 301, if, after a deposit  referred to in Section 1404(a) has
been made,  (a) the Holder of a Security  in respect of which such  deposit  was
made is  entitled  to, and does,  elect  pursuant to Section 301 or the terms of
such Security to receive  payment in a currency or currency unit other than that
in which the  deposit  pursuant  to Section  1404(a) has been made in respect of
such  Security,  or (b) a Conversion  Event occurs in respect of the currency or
currency  unit in which the deposit  pursuant to Section  1404(a) has been made,
the  indebtedness  represented  by such  Security  and any coupons  appertaining
thereto  shall  be  deemed  to have  been,  and will be,  fully  discharged  and
satisfied  through the payment of the  principal of (and premium,  if any),  and
interest,  if any, on such  Security as the same becomes due out of the proceeds
yielded by converting  (from time to time as specified  below in the case of any
such  election)  the  amount or other  property  deposited  in  respect  of such
Security  into the  currency or  currency  unit in which such  Security  becomes
payable as a result of such election or Conversion Event based on the applicable
market  exchange rate for such currency or currency unit in effect on the 

                                      -53-

second Business Day prior to each payment date, in the case of such an election,
or, the applicable  market exchange rate in effect for such currency or currency
unit (as nearly as feasible), in the case of such Conversion Event.

                  The Company shall pay and  indemnify  the Trustee  against any
tax,  fee  or  other  charge  imposed  on or  assessed  against  the  Government
Obligations  deposited  pursuant to Section 1404 or the  principal  and interest
received in respect  thereof  other than any such tax, fee or other charge which
by law is for the account of the Holders of such Outstanding  Securities and any
coupons appertaining thereto.

                  Anything in this Article to the contrary notwithstanding,  the
Trustee  shall  deliver  or pay to the  Company  from time to time upon  Company
Request any money or Government  Obligations (or other property and any proceeds
therefrom)  held by it as  provided in Section  1404 which,  in the opinion of a
nationally  recognized  firm of independent  public  accountants  expressed in a
written  certification  thereof  delivered to the Trustee,  are in excess of the
amount  thereof  which  would  then be  required  to be  deposited  to  effect a
defeasance  or covenant  defeasance,  as  applicable,  in  accordance  with this
Article.


                                 ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

                  SECTION  1501.  Purposes for Which  Meetings May Be Called.  A
meeting  of Holders  of  Securities  of any series may be called at any time and
from time to time  pursuant to this  Article to make,  give or take any request,
demand,  authorization,  direction,  notice,  consent,  waiver  or other  action
provided by this  Indenture to be made,  given or taken by Holders of Securities
of such series.

                 SECTION  1502.  Call,  Notice  and Place of  Meetings.  (a) The
Trustee  may at any time call a meeting of Holders of  Securities  of any series
for any purpose  specified in Section  1501, to be held at such time and at such
place in the City of Boston, or in London as the Trustee shall determine. Notice
of every meeting of Holders of Securities of any series,  setting forth the time
and the place of such  meeting  and in general  terms the action  proposed to be
taken at such meeting,  shall be given,  in the manner  provided in Section 106,
not less than 21 nor more than 180 days prior to the date fixed for the meeting.

                  (b) In case  at any  time  the  Company,  pursuant  to a Board
Resolution,  or  the  Holders  of at  least  25%  in  principal  amount  of  the
Outstanding  Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 1501, by written request  setting forth in reasonable  detail the action
proposed to be taken at the  meeting,  and the  Trustee  shall not have made the
first  publication of the notice of such meeting within 21 days after receipt of
such request or shall not thereafter  proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series in
the amount above  specified,  as the case may be, may determine the time and the
place in the City of  Boston,  or in London for such  meeting  and may call such
meeting for such purposes by giving notice thereof as provided in subsection (a)
of this Section.

                  SECTION  1503.  Persons  Entitled to Vote at  Meetings.  To be
entitled to vote at any meeting of Holders of Securities of any series, a Person
shall be (1) a Holder of one or more Outstanding  Securities of such series,  or
(2) a Person  appointed  by an  instrument  in  writing as proxy for a Holder or
Holders of one or more  Outstanding  Securities of such series by such Holder or
Holders. The only Persons who shall be entitled to be present or to speak at any
meeting of Holders of Securities of any series shall be the Persons  entitled to
vote at such meeting and their counsel,  any  representatives of the Trustee and
its counsel and any representatives of the Company and its counsel.

                  SECTION 1504.  Quorum;  Action. The Persons entitled to vote a
majority in principal  amount of the  Outstanding  Securities  of a series shall
constitute  a quorum  for a meeting of Holders  of  Securities  of such  series;
provided,  however,  that if any  action  is to be  taken at such  meeting  with
respect to a consent or waiver which this  

                                      -54-

Indenture  expressly  provides  may be given by the  Holders  of not less than a
specified  percentage  in principal  amount of the  Outstanding  Securities of a
series,  the Persons  entitled to vote such  specified  percentage  in principal
amount of the Outstanding  Securities of such series shall  constitute a quorum.
In the absence of a quorum  within 30 minutes  after the time  appointed for any
such  meeting,  the  meeting  shall,  if  convened  at the request of Holders of
Securities of such series,  be  dissolved.  In any other case the meeting may be
adjourned  for a period of not less than 10 days  determined  by the chairman of
the meeting prior to the adjournment of such meeting. In the absence of a quorum
at any such adjourned  meeting,  such adjourned meeting may be further adjourned
for a period  of not less  than 10 days as  determined  by the  chairman  of the
meeting  prior to the  adjournment  of such  adjourned  meeting.  Notice  of the
reconvening  of any  adjourned  meeting  shall be given as  provided  in Section
1502(a), except that such notice need be given only once not less than five days
prior to the date on which the meeting is scheduled to be reconvened.  Notice of
the  reconvening of any adjourned  meeting shall state expressly the percentage,
as provided above, of the principal amount of the Outstanding Securities of such
series which shall constitute a quorum.

                  Except  as  limited  by  the  proviso  to  Section   902,  any
resolution  presented to a meeting or adjourned meeting duly reconvened at which
a quorum is present as aforesaid may be adopted by the  affirmative  vote of the
Holders of a majority in principal amount of the Outstanding  Securities of that
series;  provided,  however,  that,  except as limited by the proviso to Section
902,  any  resolution  with  respect  to  any  request,  demand,  authorization,
direction,  notice,  consent,  waiver  or  other  action  which  this  Indenture
expressly  provides  may be made,  given or taken by the  Holders of a specified
percentage,  which  is  less  than  a  majority,  in  principal  amount  of  the
Outstanding  Securities  of a series may be adopted at a meeting or an adjourned
meeting  duly  reconvened  and at which a quorum is present as  aforesaid by the
affirmative vote of the Holders of such specified percentage in principal amount
of the Outstanding Securities of that series.

                  Any  resolution  passed or  decision  taken at any  meeting of
Holders of Securities  of any series duly held in  accordance  with this Section
shall be binding on all the Holders of Securities of such series and the related
coupons, whether or not present or represented at the meeting.

                 Notwithstanding the foregoing  provisions of this Section 1504,
if any action is to be taken at a meeting of Holders of Securities of any series
with respect to any request, demand, authorization,  direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made, given
or taken by the Holders of a specified  percentage  in  principal  amount of all
Outstanding  Securities  affected thereby,  or of the Holders of such series and
one or more additional series:

                           (i) there shall be no minimum quorum  requirement for
         such meeting; and

                           (ii)  the   principal   amount  of  the   Outstanding
         Securities of such series that vote in favor of such  request,  demand,
         authorization, direction, notice, consent, waiver or other action shall
         be taken into  account in  determining  whether such  request,  demand,
         authorization,  direction,  notice, consent, waiver or other action has
         been made, given or taken under this Indenture.

                 SECTION  1505.  Determination  of Voting  Rights;  Conduct  and
Adjournment of Meetings.

                   (a)  Notwithstanding  any provisions of this  Indenture,  the
Trustee may make such  reasonable  regulations  as it may deem advisable for any
meeting of Holders of  Securities  of a series in regard to proof of the holding
of Securities of such series and of the  appointment of proxies and in regard to
the  appointment  and  duties  of  inspectors  of  votes,   the  submission  and
examination  of proxies,  certificates  and other evidence of the right to vote,
and such other  matters  concerning  the conduct of the meeting as it shall deem
appropriate.  Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in Section 104
and the  appointment  of any proxy  shall be proved in the manner  specified  in
Section  104 or by  having  the  signature  of the  Person  executing  the proxy
witnessed or  guaranteed  by any trust  company,  bank or banker  authorized  by
Section 104 to certify to the holding of Bearer Securities. Such regulations may
provide that written instruments appointing 

                                      -55-

proxies,  regular on their face, may be presumed  valid and genuine  without the
proof specified in Section 104 or other proof.

                  (b) The Trustee shall,  by an instrument in writing  appoint a
temporary chairman of the meeting,  unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 1502(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case  may be,  shall in like  manner  appoint  a  temporary  chairman.  A
permanent chairman and a permanent  secretary of the meeting shall be elected by
vote of the  Persons  entitled  to vote a majority  in  principal  amount of the
Outstanding Securities of such series represented at the meeting.

                  (c) At any meeting each Holder of a Security of such series or
proxy  shall be entitled  to one vote for each  $1,000  principal  amount of the
Outstanding  Securities  of such series held or  represented  by him;  provided,
however,  that no vote shall be cast or counted at any meeting in respect of any
Security  challenged as not Outstanding and ruled by the chairman of the meeting
to be not Outstanding.  The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.

                  (d) Any  meeting of Holders of  Securities  of any series duly
called  pursuant to Section  1502 at which a quorum is present may be  adjourned
from time to time by Persons  entitled to vote a majority in principal amount of
the Outstanding  Securities of such series  represented at the meeting,  and the
meeting may be held as so adjourned without further notice.

                 SECTION 1506.  Counting Votes and Recording Action of Meetings.
The vote upon any  resolution  submitted to any meeting of Holders of Securities
of any series  shall be by  written  ballots on which  shall be  subscribed  the
signatures   of  the  Holders  of   Securities   of  such  series  or  of  their
representatives  by proxy and the  principal  amounts and serial  numbers of the
Outstanding Securities of such series held or represented by them. The permanent
chairman of the meeting  shall  appoint two  inspectors of votes who shall count
all votes cast at the meeting for or against any  resolution  and who shall make
and file with the secretary of the meeting  their  verified  written  reports in
duplicate of all votes cast at the meeting. A record, at least in duplicate,  of
the  proceedings of each meeting of Holders of Securities of any Series shall be
prepared  by the  secretary  of the  meeting and there shall be attached to said
record the  original  reports of the  inspectors  of votes on any vote by ballot
taken  thereat and  affidavits  by one or more persons  having  knowledge of the
fact,  setting  forth a copy of the notice of the meeting and showing  that said
notice was given as provided in Section 1502 and, if  applicable,  Section 1504.
Each copy  shall be signed  and  verified  by the  affidavits  of the  permanent
chairman  and  secretary  of the meeting and one such copy shall be delivered to
the  Company  and another to the Trustee to be  preserved  by the  Trustee,  the
latter to have attached thereto the ballots voted at the meeting.  Any record so
signed and verified shall be conclusive evidence of the matters therein stated.

                                      -56-

                  This Indenture may be executed in any number of  counterparts,
each of which when so executed  shall be deemed to be an original,  but all such
counterparts shall together constitute but one and the same Indenture.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Indenture to be duly  executed,  as an instrument  under seal, as of the day and
year first above written.

                           IRON MOUNTAIN INCORPORATED


                           By:___________________________
                              Title:


                           ______________________________


                           By:___________________________
                              Title:


                                      -57-

                                    EXHIBIT A

                             FORMS OF CERTIFICATION


                                   EXHIBIT A-1

               FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
                TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
                       PAYABLE PRIOR TO THE EXCHANGE DATE


[Insert title or sufficient description of Securities to be delivered]

                  This is to certify that, as of the date hereof,  and except as
set forth below, the above-captioned  Securities held by you for our account (i)
are owned by person(s)  that are not citizens or residents of the United States,
domestic  partnerships,  domestic corporations or any estate or trust the income
of which is subject to United States federal income  taxation  regardless of its
source ("United States  person(s)"),  (ii) are owned by United States  person(s)
that are (a) foreign branches of United States financial institutions (financial
institutions,   as  defined  in  United  States  Treasury   Regulations  Section
2.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial  institutions
and who hold the Securities through such United States financial institutions on
the  date  hereof  (and in  either  case (a) or (b),  each  such  United  States
financial  institutions  hereby agrees,  on its own behalf or through its agent,
that you may advise Health and Rehabilitation Properties Trust or its agent that
such  financial  institutions  will  comply  with the  requirements  of  Section
165(j)(3)(A),  (B) or (C) of the United States Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by United States or
foreign  financial  institution(s)  for purposes of resale during the restricted
period  (as  defined  in  United  States  Treasury  Regulations  Section  1.163-
5(c)(1)(i)(D)(7),  and, in addition,  if the owner is a United States or foreign
financial  institutions  described  in clause  (iii) above  (whether or not also
described in clause (i) or (ii)), this is to further certify that such financial
institutions  has not acquired the Securities for purposes of resale directly or
indirectly  to a United States person or to a person within the United States or
its possessions.

                  As used herein,  "United  States"  means the United  States of
America   (including  the  States  and  the  District  of  Columbia);   and  its
"possessions"  include  Puerto Rico, the U.S.  Virgin  Islands,  Guam,  American
Samoa, Wake Island and the Northern Mariana Islands.

                  We  undertake  to advise you  promptly  by tested  telex on or
prior to the date on which you intend to submit your  certification  relating to
the  above-captioned  Securities  held by you for our account in accordance with
your Operating  Procedures if any applicable  statement herein is not correct on
such date,  and in the absence of any such  notification  it may be assumed that
this certification applies as of such date.

                  This  certificate  excepts  and does  not  relate  to  (U.S.$)
_______________ of such interest in the above-captioned Securities in respect of
which we are not able to certify and as to which we  understand  an exchange for
an interest in a Permanent  Global  Security or an exchange  for and delivery of
definitive  Securities (or, if relevant,  collection of any interest)  cannot be
made until we do so certify.

                  We  understand  that  this  certificate  may  be  required  in
connection with certain tax legislation in the United States.  If administrative
or legal  proceedings  are commenced or threatened in connection with which this
certificate  is or would be relevant,  we  irrevocably  authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.



                                       A-1



Dated: _________, 19__
[To be dated no earlier than the
15th   day   prior  to  (i)  the
Exchange   Date  or   (ii)   the
relevant  Interest  Payment Date
occurring  prior to the Exchange
Date, as applicable]

                                          [Name of Person Making Certification]


                                          ____________________________________
                                          (Authorized Signatory)
                                          Name:
                                          Title:



                                       A-2


                                   EXHIBIT A-2

                  FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
                AND CEDEL S.A. IN CONNECTION WITH THE EXCHANGE OF
                 A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO
               OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

[Insert title or sufficient description of Securities to be delivered]

                  This  is  to   certify   that,   based   solely   on   written
certifications  that  we  have  received  in  writing,  by  tested  telex  or by
electronic  transmission  from each of the persons  appearing  in our records as
persons  entitled  to a portion of the  principal  amount  set forth  below (our
"Member  Organizations")  substantially in the form attached  hereto,  as of the
date hereof,  [U.S.$) principal amount of the above-captioned  Securities (i) is
owned by person(s)  that are not  citizens or  residents  of the United  States,
domestic  partnerships,  domestic corporations or any estate or trust the income
of which is subject to United States Federal income  taxation  regardless of its
source ("United  States  person(s)"),  (ii) is owned by United States  person(s)
that are (a) foreign branches of United States financial institutions (financial
institutions,  as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)
are herein  referred to as "financial  institutions")  purchasing  for their own
account  or  for  resale,  or (b)  United  States  person(s)  who  acquired  the
Securities through foreign branches of United States financial  institutions and
who hold the Securities through such United States financial institutions on the
date  hereof (and in either case (a) or (b),  each such  financial  institutions
will comply with the  requirements  of Section  165(j)(3)(A),  (B) or (C) of the
Internal Revenue Code of 1986, as amended, and the regulations  thereunder),  or
(iii) is owned by United States or foreign financial institution(s) for purposes
of resale during the  restricted  period (as defined in United  States  Treasury
Regulations  Section  1.163-5(c)(2)(i)(D)(7)),  and, to the further effect, that
financial  institutions  described  in clause  (iii) above  (whether or not also
described in clause (i) or (ii)) have  certified that they have not acquired the
Securities  for purposes of resale  directly or  indirectly  to a United  States
person or to a person within the United States or its possessions.

                  As used herein,  "United  States"  means the United  States of
America   (including  the  States  and  the  District  of  Columbia);   and  its
"possessions"  include  Puerto Rico, the U.S.  Virgin  Islands,  Guam,  American
Samoa, Wake Island and the Northern Mariana Islands.

                  We  further  certify  that  (i) we are  not  making  available
herewith for exchange (or, if relevant,  collection of any interest) any portion
of the temporary  global Security  representing the  above-captioned  Securities
excepted in the  above-referenced  certificates of Member Organizations and (ii)
as of the date  hereof we have not  received  any  notification  from any of our
Member  Organizations  to the effect  that the  statements  made by such  Member
Organizations  with  respect to any portion of the part  submitted  herewith for
exchange  (or, if relevant,  collection  of any interest) are no longer true and
cannot be relied upon as of the date hereof.

                  We  understand   that  this   certification   is  required  in
connection with certain tax legislation in the United States.  If administrative
or legal  proceedings  are commenced or threatened in connection with which this
certificate  is or would be relevant,  we  irrevocably  authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.


Date:______________, 19__
[To be dated no earlier than the
Exchange  Date  or the  relevant
Interest  Payment Date occurring
prior to the Exchange  Date,  as
applicable]


                                       A-3




                                            [Morgan Guaranty Trust Company
                                               New York, Brussels Office,]
                                             as Operator of the Euroclear System
                                            [Cedel S.A.]


                                       A-4

EX-5

                                                                       EXHIBIT 5

                            SULLIVAN & WORCESTER LLP
                             ONE POST OFFICE SQUARE
                           BOSTON, MASSACHUSETTS 02109
                                 (617) 338-2800
                              FAX NO. 617-338-2880
     IN WASHINGTON, D.C.                                   IN NEW YORK CITY
1025 CONNECTICUT AVENUE, N.W.                              767 THIRD AVENUE
   WASHINGTON, D.C. 20036                              NEW YORK, NEW YORK 10017
       (202) 775-8190                                       (212) 486-8200
    FAX NO. 202-293-2275                                 FAX NO. 212-758-2151




                                January 13, 1998


Iron Mountain Incorporated
745 Atlantic Avenue
Boston, Massachusetts 02111

         Re:      Iron Mountain Incorporated Registration
                  Statement on Form S-3

Ladies and Gentlemen:

         In connection with the  registration by Iron Mountain  Incorporated,  a
Delaware corporation (the "Company"),  of up to $350,000,000 in aggregate amount
of one or  more  series  of (i)  debt  securities  of  the  Company  (the  "Debt
Securities"),  which may be guaranteed (the  "Guarantees") by all of the present
and future  subsidiaries  of the Company  (the  "Subsidiary  Guarantors"),  (ii)
shares of  preferred  stock,  $.01 par  value per  share,  of the  Company  (the
"Preferred Shares"),  (iii) depositary shares representing  fractional interests
in Preferred  Shares  ("Depositary  Shares")  evidenced by  depositary  receipts
therefor  ("Depositary  Receipts"),  (iv) shares of common stock, $.01 par value
per share,  of the Company  (the "Common  Shares"),  or (v) warrants to purchase
Debt  Securities,  Preferred  Shares,  Depositary  Shares or Common  Shares (the
"Warrants" and,  together with the Debt  Securities,  the Guarantees,  Preferred
Shares, Depositary Shares, and Common Shares, the "Registered Securities"),  for
offering by the Company from time to time, as set forth in the final  prospectus
that  forms  a  part  of the  Registration  Statement,  as  defined  below  (the
"Prospectus"),  and as to be set forth in one or more final  supplements  to the
Prospectus (each, a "Prospectus Supplement"), the following opinion is furnished
to the Company to be filed with the  Securities  and  Exchange  Commission  (the
"Commission") as Exhibit 5 to the Company's  Registration Statement on Form S-3,
under the Securities Act of 1933, as amended (the "Securities Act"), to be filed
on or about the date hereof.  As used in this  opinion,  the term  "Registration
Statement" means,  unless otherwise  stated,  such  Registration  Statement,  as
amended when  declared  effective by the  Commission  (including  any  necessary
post-effective amendments thereto); the term "Convertible Registered Securities"
means  Registered  Securities  which are convertible  into,  exchangeable for or



Iron Mountain Incorporated
January 13, 1998
Page 2

exercisable for other Registered Securities, and the term "Underlying Registered
Securities" means any Registered  Securities which are issuable upon conversion,
exchange or exercise of Convertible Registered Securities.

         In  connection  with this  opinion,  we have examined and relied upon a
copy of the  Registration  Statement to be filed with the Commission on or about
the date hereof.  We have also  examined and relied upon  originals or copies of
such records, agreements and instruments of the Company,  certificates of public
officials  and of officers of the Company and such other  documents and records,
and such matters of law, as we have deemed necessary as a basis for the opinions
hereinafter  expressed.  In  making  such  examination,   we  have  assumed  the
genuineness  of all  signatures,  the legal  capacity  of natural  persons,  the
authenticity of all documents submitted to us as originals and the conformity to
the  originals of all documents  submitted to us as copies,  which facts we have
not independently verified.

         We have necessarily  assumed in connection with the opinions  expressed
below that the terms and conditions of the Registered Securities and any related
indentures,  agreements and  instruments,  except to the extent described in the
Registration Statement and the form of preliminary prospectus contained therein,
as originally  filed,  will be, and that any related  proceedings of the Company
conducted  after the date hereof will be conducted,  (i) in accordance  with all
applicable  laws  and  the  Company's   Amended  and  Restated   Certificate  of
Incorporation  (the "Restated  Certificate")  and Amended and Restated  By-laws,
(ii) in the case of the  Guarantees,  in accordance with all applicable laws and
the Subsidiary  Guarantors'  charters and by-laws, and (ii) not in conflict with
any  contractual  or other  restrictions  which are binding on the Company,  and
that,  without  limiting the  generality  of the  foregoing,  any  agreements or
instruments  that  are  hereafter  required  to be filed  as an  exhibit  to the
Registration  Statement will be properly filed by an amendment thereto or by the
filing of a Form 8-K by the Company under the  Securities  Exchange Act of 1934,
as  amended,  and  properly   incorporated  by  reference  in  the  Registration
Statement,  as permitted by the Securities Act and the rules and  regulations of
the Commission  thereunder.  We have also necessarily assumed in connection with
such  opinions  with  respect to any Common  Shares or  Preferred  Shares or any
Convertible  Registered Securities as to which Common Shares or Preferred Shares
are the  related  Underlying  Registered  Securities  that,  at the  time of the
issuance  thereof,  the  Company  will  have a  sufficient  number  of shares of
authorized  Common  Shares or  Preferred  Shares,  as the case may be, under the
Restated  Certificate  that will be  unissued  and not  otherwise  reserved  for
issuance.

         To the extent that the  obligations of the Company under each Indenture
or any Warrant Agreement or Depositary  Agreement (each as defined below) may be
dependent  upon such matters,  we have assumed for purposes of this opinion that
each Trustee and each Warrant Agent 


Iron Mountain Incorporated
January 13, 1998
Page 3

and Depositary (each as defined below) are duly organized,  validly existing and
in  good  standing  under  the  laws  of  their   respective   jurisdictions  of
organization,  and are duly qualified to engage in the  activities  contemplated
by, and have the  requisite  organizational  and legal  power and  authority  to
perform their respective  obligations  under, each Indenture,  Warrant Agreement
and Depositary Agreement to which they are parties,  that each Trustee,  Warrant
Agent and Depositary will be in compliance,  generally with respect to acting as
a trustee or agent  under  each  applicable  Indenture,  Warrant  Agreement  and
Depositary  Agreement,  with all applicable laws and regulations,  and that each
Indenture and any Warrant  Agreement and Depositary  Agreement will be the valid
and binding  agreements  of each party  thereto  (other than,  in the case of an
indenture in the form filed as Exhibit 4.1 or 4.2 to the Registration  Statement
when appropriately completed, the Company),  enforceable against such parties in
accordance with their respective terms.

         We express no opinion herein as to the laws of any  jurisdiction  other
than  the  laws of The  Commonwealth  of  Massachusetts,  the  Delaware  General
Corporation  Law and the federal  laws of the United  States of America,  and we
express no opinion as to state securities or blue sky laws.

         Our  opinions  set forth below with  respect to the validity or binding
effect of any  security or  obligation  are subject to (i)  limitations  arising
under applicable bankruptcy, insolvency, reorganization,  fraudulent conveyance,
moratorium or other  similar laws  affecting  the  enforcement  generally of the
rights and  remedies of  creditors  and secured  parties or the  obligations  of
debtors,  (ii) general principles of equity (regardless of whether considered in
a proceeding at law or in equity), including, without limitation, the discretion
of any court of  competent  jurisdiction  in granting  specific  performance  or
injunctive or other equitable  relief,  and (iii) an implied duty on the part of
the  party  seeking  to  enforce  rights or  remedies  to take  action  and make
determinations on a reasonable basis and in good faith to the extent required by
applicable law.

         Based on and subject to the  foregoing,  we are of the opinion that, as
of the date hereof:

                  1. Each series of Debt Securities and the Guarantees,  if any,
         will be validly  issued and binding  obligations of the Company and the
         Subsidiary  Guarantors when (i) the  Registration  Statement shall have
         become  effective under the Securities Act and the indentures  filed as
         Exhibit  4.1  and  4.2 to the  Registration  Statement,  including  any
         necessary supplemental indenture, or any other indenture, including any
         necessary  supplemental  indenture thereto,  filed as an exhibit to the
         Registration  Statement,  as the case may be (the applicable indenture,
         as so  filed  and  supplemented,  the  "Indenture"),  shall  have  been
         qualified  under the Trust  Indenture Act of 1939, as amended,  and the
         Indenture  shall have been duly  authorized,  executed and delivered by
         the Company and a 


Iron Mountain Incorporated
January 13, 1998
Page 4

         trustee named thereunder (the "Trustee"),  (ii) a Prospectus Supplement
         with respect to such Debt Securities and the Guarantees shall have been
         filed with the  Commission  pursuant  to Rule 424 under the  Securities
         Act,  (iii)  the  Company's  Board of  Directors  or a duly  authorized
         committee thereof shall have duly adopted final resolutions (the "Final
         Debt  Resolutions")  authorizing  the  issuance  and sale of such  Debt
         Securities and the Subsidiary Guarantors' Board of Directors shall have
         duly adopted  final  resolutions  (the "Final  Guarantor  Resolutions")
         authorizing  the Guarantees,  each as contemplated by the  Registration
         Statement, the Prospectus, the applicable Prospectus Supplement and the
         Indenture, (iv) such series of Debt Securities shall have been (A) duly
         executed by the Company and authenticated by the Trustee as provided in
         the Indenture and the Final Debt  Resolutions and (B) duly delivered to
         the  purchasers  thereof  against  payment of the agreed  consideration
         therefor,  as provided in the Registration  Statement,  the Prospectus,
         the applicable Prospectus Supplement,  the Indenture and the Final Debt
         Resolutions and (v) the consideration,  if any,  separately payable for
         the  Guarantees   shall  have  been   received,   as  provided  in  the
         Registration  Statement,  the  Prospectus,  the  applicable  Prospectus
         Supplement, the Indenture and the Final Guarantor Resolutions.  If such
         Debt Securities are Underlying Registered  Securities,  the opinion set
         forth in this  paragraph is subject to the further  condition  that the
         Convertible Registered Securities relating to such Debt Securities,  at
         the time of the  issuance  thereof and of the  conversion,  exchange or
         exercise thereof,  are validly issued, fully paid and non-assessable by
         the  Company or are  validly  issued  and  binding  obligations  of the
         Company, as applicable.

                  2. Each series of  Preferred  Shares  will be validly  issued,
         fully paid and  non-assessable by the Company when (i) the Registration
         Statement shall have become  effective under the Securities Act, (ii) a
         Prospectus  Supplement with respect to such Preferred Shares shall have
         been  filed  with  the  Commission  pursuant  to  Rule  424  under  the
         Securities  Act,  (iii)  the  Company's  Board of  Directors  or a duly
         authorized  committee thereof shall have duly adopted final resolutions
         (the "Final Preferred Shares Resolutions") authorizing the issuance and
         sale of such  Preferred  Shares  as  contemplated  by the  Registration
         Statement,  the Prospectus and the  applicable  Prospectus  Supplement,
         (iv) a  Certificate  of  Designation  setting  forth  the terms of such
         series  of  Preferred  Shares,   including  establishing  a  sufficient
         quantity  thereof  and  setting  forth the  preferences,  restrictions,
         limitations as to dividends, qualifications and terms and conditions of
         redemption,  consistent  with the Final Preferred  Shares  Resolutions,
         shall have been duly executed and filed with and accepted for record by
         the Secretary of State of the State of Delaware,  and (v)  certificates
         evidencing  such  Preferred  Shares  shall  have  been  duly  executed,
         countersigned  and  registered  and duly  delivered  to the  purchasers
         thereof  against payment of the agreed  consideration  therefor (and in
         any event an amount at least equal to the par value, if any,  thereof),
         as  provided  in  the  Registration  Statement,  the  


Iron Mountain Incorporated
January 13, 1998
Page 5

         Prospectus,   the  applicable   Prospectus  Supplement  and  the  Final
         Preferred Shares  Resolutions.  If such Preferred Shares are Underlying
         Registered  Securities,  the  opinion  set forth in this  paragraph  is
         subject  to the  further  condition  that  the  Convertible  Registered
         Securities  relating  to  such  Preferred  Shares,  at the  time of the
         issuance thereof and of the conversion,  exchange or exercise  thereof,
         are validly issued, fully paid and non-assessable by the Company or are
         validly issued and binding obligations of the Company, as applicable.

                  3. The Depositary  Shares will be validly  issued,  fully paid
         and  non-assessable by the Company and the Depositary  Receipts will be
         validly  issued  and will  entitle  the  holders  thereof to the rights
         specified therein and in the applicable Depositary Agreement,  when (i)
         the  conditions  set forth in  paragraph  2 above  with  respect to the
         related Preferred Shares are met, (ii) the Company's Board of Directors
         or  a  duly  authorized  committee  thereof  shall  have  duly  adopted
         resolutions (the "Final Depositary Shares  Resolutions")  approving one
         or more depositary  agreements,  including a form of Depositary Receipt
         set forth therein or related thereto (each, a "Depositary  Agreement"),
         relating to such Depositary Shares, between the Company and a financial
         institution  identified  therein as depositary  (each, a "Depositary"),
         (iii) the applicable Depositary Agreement shall have been duly executed
         and  delivered  by the  Company  and the  Depositary,  (iv) the related
         Preferred  Shares shall have been duly  deposited  with the  Depositary
         under  the  Depositary  Agreement  and  (v) the  applicable  Depositary
         Receipts shall have been duly executed by the Depositary as provided in
         the applicable  Depositary  Agreement and the Final  Depositary  Shares
         Resolutions  and  registered  and shall have been duly delivered to the
         purchasers   thereof  against  payment  of  the  agreed   consideration
         therefor,  as provided in the Registration  Statement,  the Prospectus,
         the  applicable  Prospectus   Supplement,   the  applicable  Depositary
         Agreement and the Final Depositary Shares Resolutions.

                  4. The Common  Shares will be validly  issued,  fully paid and
         non-assessable by the Company when (i) the Registration Statement shall
         have become  effective  under the  Securities  Act,  (ii) a  Prospectus
         Supplement  with  respect to such Common  Shares  shall have been filed
         with the  Commission  pursuant  to Rule 424 under the  Securities  Act,
         (iii) the Company's Board of Directors or a duly  authorized  committee
         thereof  shall have duly adopted final  resolutions  (the "Final Common
         Shares  Resolutions")  authorizing the issuance and sale of such Common
         Shares as contemplated by the  Registration  Statement,  the Prospectus
         and  the  applicable  Prospectus  Supplement,   and  (iv)  certificates
         evidencing   such  Common   Shares  shall  have  been  duly   executed,
         countersigned  and  registered  and duly  delivered  to the  purchasers
         thereof  against payment of the agreed  consideration  therefor (and in
         any  event an  amount  at least  equal to the par  value  thereof),  as
         provided 


Iron Mountain Incorporated
January 13, 1998
Page 6

         in  the  Registration   Statement,   the  Prospectus,   the  applicable
         Prospectus Supplement and the Final Common Shares Resolutions.  If such
         Common Shares are  Underlying  Registered  Securities,  the opinion set
         forth in this  paragraph is subject to the further  condition  that the
         Convertible  Registered  Securities  relating to such Common Shares, at
         the time of the  issuance  thereof and of the  conversion,  exchange or
         exercise thereof,  are validly issued, fully paid and non-assessable by
         the  Company or are  validly  issued  and  binding  obligations  of the
         Company, as applicable.

                  5. The Warrants will be duly authorized and validly issued and
         binding obligations of the Company when (i) the Registration  Statement
         shall have become effective under the Securities Act, (ii) a Prospectus
         Supplement with respect to such Warrants shall have been filed with the
         Commission  pursuant to Rule 424 under the  Securities  Act,  (iii) the
         Company's  Board of Directors or a duly  authorized  committee  thereof
         shall  have  duly  adopted  final   resolutions   (the  "Final  Warrant
         Resolutions")  authorizing  the issuance  and sale of such  Warrants as
         contemplated  by the  Registration  Statement,  the  Prospectus and the
         applicable  Prospectus  Supplement  and  approving  one or more warrant
         agreements,  including a form of warrant  set forth  therein or related
         thereto  (each,  a  "Warrant  Agreement"),  establishing  the terms and
         conditions  of such  Warrants,  between  the  Company  and a  financial
         institution  identified  therein as  warrant  agent  (each,  a "Warrant
         Agent"),  (iv) the applicable  Warrant  Agreement  shall have been duly
         executed and  delivered by the Company and the Warrant  Agent,  and (v)
         such  Warrants  shall  have  been  duly  executed  by the  Company  and
         authenticated  by the  Warrant  Agent  as  provided  in the  applicable
         Warrant Agreement and the Final Warrant  Resolutions and registered and
         shall  have been  duly  delivered  to the  purchasers  thereof  against
         payment  of the  agreed  consideration  therefor,  as  provided  in the
         Registration  Statement,  the  Prospectus,  the  applicable  Prospectus
         Supplement,  the  applicable  Warrant  Agreement  and the Final Warrant
         Resolutions. If such Warrants are Underlying Registered Securities, the
         opinion set forth in this paragraph is subject to the further condition
         that the Convertible  Registered  Securities relating to such Warrants,
         at the time of the issuance thereof and of the conversion,  exchange or
         exercise thereof,  are validly issued, fully paid and non-assessable by
         the  Company or are  validly  issued  and  binding  obligations  of the
         Company, as applicable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement  and to the  reference  to our  firm  in the  Prospectus
forming a part of the Registration  Statement. In giving such consent, we do not
thereby  admit that we come  within the  category  of persons  whose  consent is
required  under Section 7 of the Act or under the rules and  regulations  of the
Commission promulgated thereunder.


Iron Mountain Incorporated
January 13, 1998
Page 5

                                        Very truly yours,

                                        /s/ Sullivan & Worcester LLP

                                        SULLIVAN & WORCESTER LLP

EX-23.1

                                                                    EXHIBIT 23.1

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



We consent to the  reference  to our firm under the  caption  "Experts"  in Iron
Mountain  Incorporated's  Registration Statement and related Prospectus filed on
or about  January 12,  1998 on Form S-3 and to the  incorporation  by  reference
therein of our reports dated  February 28, 1997 (except for Note 12, as to which
the date is September 26,  1997),  and April 30, 1997 (except for Note 15, as to
which the date is September 26, 1997) with respect to the  financial  statements
of Arcus Technology Services, Inc. and Arcus Group, Inc., respectively, included
in Iron Mountain  Incorporated's  Current  Reports on Form 8-K dated October 30,
1997 and November 25, 1997, filed with the Securities and Exchange Commission.




                                                              Ernst & Young LLP

Dallas, Texas
January 6, 1998

EX-23.2

                                                                    EXHIBIT 23.2


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this  registration  statement on Form S-3 of our report dated April
4, 1995, for Arcus Group, Inc. included in Iron Mountain Incorporated's Form 8-K
filed with the Securities  and Exchange  Commission on November 25, 1997, and to
all references to our Firm included in this registration statement.




                                                            Arthur Andersen LLP


Houston, Texas
January 5, 1998

EX-23.3

                                                                    EXHIBIT 23.3

                    CONSENT TO INDEPENDENT PUBLIC ACCOUNTANTS


We  consent to the  reference  to our firm under the  caption  "Experts"  in the
Registration  Statement  Form  S-3  of  Iron  Mountain  Incorporated  and to the
incorporation  by reference  therein of our report dated February 21, 1997, with
respect to the  consolidated  statements  of  HIMSCORP,  Inc.  included  in Iron
Mountain Incorporated's Current Report on Form 8-K dated November 25, 1997 filed
with the Securities and Exchange Commission.





                                                              Ernst & Young LLP





Chicago, Illinois
January 5, 1998

EX-23.4

                                                                    EXHIBIT 23.4


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this  registration  statement on Form S-3 of our report dated March
4,  1997,  (except  for Note 11, as to which the date is  October  1,  1997) for
Allegiance Business Archives, Ltd. included in Iron Mountain Incorporated's Form
8-K filed with the Securities and Exchange  Commission on November 25, 1997, and
to all references to our Firm included in this registration statement.




                                                  Stout, Causey & Horning, P.A.


Cockeysville, Maryland
January 5, 1998

EX-23.5

                                                                    EXHIBIT 23.5


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration  statement on Form S-3 of our report dated August
7, 1997, for Records Retention/FileSafe included in Iron Mountain Incorporated's
Form 8-K filed with the Securities and Exchange Commission on November 25, 1997,
and to all references to our Firm included in this registration statement.



                                                     Abbott, Stringham & Lynch


Campbell, California
January 5, 1998

EX-23.6

                                                                    EXHIBIT 23.6


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration statement on Form S-3 of our reports dated August
15,  1997,  April 25, 1997 and  September  12, 1997,  for  Security  Archives of
Minnesota,   Wellington   Financial   Services,   Inc.   and   Data   Securities
International, Inc., respectively, included in Iron Mountain Incorporated's Form
8-K filed with the Securities  and Exchange  Commission on October 30, 1997, and
to all references to our Firm included in this registration statement.




                                                            Arthur Andersen LLP


Minneapolis, Minnesota
Detroit, Michigan
San Jose, California
January 5, 1998

EX-23.7

                                                                    EXHIBIT 23.7


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration  statement on Form S-3 of our report dated August
8, 1997,  for  Concorde  Group,  Inc.  and Neil  Tucker  Trust  included in Iron
Mountain  Incorporated's  Form  8-K  filed  with  the  Securities  and  Exchange
Commission  on October 30, 1997,  and to all  references to our Firm included in
this registration statement.




                                                  Fisher, Schacht & Oliver, LLP


Rochester, New York
January 5, 1998

EX-23.8

                                                                    EXHIBIT 23.8


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration  statement on Form S-3 of our reports dated March
14, 1997, and September 6, 1996, for Safesite Records Management Corporation and
Mohawk Business Record Storage,  Inc.,  respectively,  included in Iron Mountain
Incorporated's  Form S-4/A filed with the Securities and Exchange  Commission on
May 13, 1997,  and to all  references to our Firm included in this  registration
statement.




                                                            Arthur Andersen LLP


Boston, Massachusetts
Minneapolis, Minnesota
January 5, 1998

EX-23.9

                                                                    EXHIBIT 23.9


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration statement on Form S-3 of our report dated January
16,  1996,  for  Nashville  Vault  Company,   Ltd.  included  in  Iron  Mountain
Incorporated's  Form S-4/A filed with the Securities and Exchange  Commission on
May 13, 1997,  and to all  references to our Firm included in this  registration
statement.



                                                     Geo S. Olive & Co. LLC



Indianapolis, Indiana
January 5, 1998

EX-23.10

                                                                   EXHIBIT 23.10

                       CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the  incorporation by reference in the  registration  statement of
Iron  Mountain  Incorporated  on Form S-3 of our  report  dated  July 19,  1996,
(except  as to Note 11 which is as of  September  1,  1996) on our  audit of the
financial statements of International Record Storage and Retrieval Service, Inc.
as of and for the year  ended  December  31,  1995,  included  in Iron  Mountain
Incorporated's  Form S-4/A filed with the Securities  Exchange Commission on May
13,  1997,  and the  reference  in this  registration  statement  to our Firm as
experts.




                                                Rothstein, Kass & Company, P.C.




Roseland, New Jersey
January 5, 1998

EX-23.11

                                                                   EXHIBIT 23.11


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this  registration  statement on Form S-3 of our report dated March
4, 1997, (except for Note 11.a. and e. for which the date is March 19, 1997) for
Iron Mountain  Incorporated  included in Iron Mountain  Incorporated's Form 10-K
filed with the Securities and Exchange  Commission on March 28, 1997, and to all
references to our Firm included in this registration statement.




                                                            Arthur Andersen LLP


Boston, Massachusetts
January 5, 1998