<SUBMISSION>
<ACCESSION-NUMBER>0000912057-01-506635
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>5
<PERIOD>20010403
<ITEMS>5
<ITEMS>7
<FILING-DATE>20010403
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>IRON MOUNTAIN INC/PA
<CIK>0001020569
<ASSIGNED-SIC>4220
<IRS-NUMBER>232588479
<STATE-OF-INCORPORATION>PA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-13045
<FILM-NUMBER>1592661
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>745 ATLANTIC AVENUE
<CITY>BOSTON
<STATE>MA
<ZIP>02111-
<PHONE>6175354766
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>745 ATLANTIC AVENUE
<CITY>BOSTON
<STATE>MA
<ZIP>02111-
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>PIERCE LEAHY CORP
<DATE-CHANGED>19960807
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a2044106z8-k.txt
<DESCRIPTION>8-K
<TEXT>

<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                        Pursuant to Section 13 of 15(d) of
                        The Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): April 3, 2001


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


           PENNSYLVANIA           1-13045           23-2588479
           ------------           -------           ----------
  State or other jurisdiction    (Commission       (IRS Employer
       of incorporation)         File Number)      Identification No.)


                              745 Atlantic Avenue
                         Boston, Massachusetts 02111
                   -----------------------------------
          (Address of principal executive offices, including zip code)

                                 (617) 535-4766
                           -----------------------
             (Registrant's telephone number, including area code)


<PAGE>

ITEM 5. OTHER EVENTS

       The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (File No. 333-54030) on Form S-3,
filed on January 19, 2001 and Amendment No. 1 thereto, filed on January 29,
2001 (collectively, the "Registration Statement"), and related base
preliminary prospectus (the "Prospectus") for the registration pursuant to
Rule 415 under the Securities Act of 1933, as amended, of up to an aggregate
of $500,000,000 in securities of the Company. On January 31, 2001, the
Commission declared the Registration Statement, as amended, effective.

       On March 28, 2001, the Company filed a supplement to the Prospectus,
dated March 27, 2001, relating to the issuance of and sale of up to
$225,000,000 in 8-5/8% Senior Subordinated Notes due 2013 (the "Prospectus
Supplement"), with the Commission. In connection with the filing of the
Prospectus Supplement with the Commission, the Company is filing certain
exhibits as part of this Form 8-K. See "Item 7. Financial Statements, PRO
FORMA Financial Information and Exhibits."

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a)  Exhibits.

EXHIBIT NO.     ITEM
-----------     ----

   4.1          Form of Subordinated Indenture, dated as of April 3, 2001,
                among the Company, the Guarantors named therein and the
                Bank of New York, as trustee.

   4.2          Form of First Supplemental Indenture, dated as of April 3, 2001,
                among the Company, the Guarantors named therein and the
                Bank of New York, as trustee.

   10           Underwriting Agreement, dated March 27, 2001, by and between
                the Company, certain of the Company's subsidiaries, Bear,
                Stearns & Co. Inc., William Blair & Company, L.L.C., Fleet
                Securities, Inc., Goldman, Sachs & Co., JPMorgan, a division
                of Chase Securities Inc., and Merrill Lynch, Pierce, Fenner &
                Smith Incorporated.

   12           Statement Regarding Computation of Ratios of Earnings to
                Fixed Charges.

<PAGE>

                                  SIGNATURES

       Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                   IRON MOUNTAIN INCORPORATED
                                   (Registrant)


Date: April 2, 2001
                                    By: /s/ John F. Kenny, Jr.
                                    -------------------------------------
                                       Name: John F. Kenny, Jr.
                                       Title: Executive Vice President and
                                              Chief Financial Officer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>a2044106zex-4_1.txt
<DESCRIPTION>EXHIBIT 4.1
<TEXT>

<PAGE>



                                                                     EXHIBIT 4.1











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


                           IRON MOUNTAIN INCORPORATED



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



                             SUBORDINATED INDENTURE


                            Dated as of April 3, 2001





                              THE BANK OF NEW YORK,


                                   as Trustee



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






<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           PAGE
<S>                                                                       <C>
ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE.........................1
  Section 1.1.  Definitions...................................................1
  Section 1.2.  Other Definitions.............................................7
  Section 1.3.  Incorporation by Reference of Trust Indenture Act.............8
  Section 1.4.  Rules of Construction.........................................8
ARTICLE II. THE SECURITIES....................................................9
  Section 2.1.  Issuable in Series............................................9
  Section 2.2.  Establishment of Terms of Series of Securities................9
  Section 2.3.  Execution and Authentication.................................11
  Section 2.4.  Registrar and Paying Agent...................................12
  Section 2.5.  Paying Agent to Hold Money in Trust..........................13
  Section 2.6.  Securityholder Lists.........................................13
  Section 2.7.  Transfer and Exchange........................................14
  Section 2.8.  Mutilated, Destroyed, Lost and Stolen Securities.............14
  Section 2.9.  Outstanding Securities.......................................15
  Section 2.10. Treasury Securities..........................................15
  Section 2.11. Temporary Securities.........................................16
  Section 2.12. Cancellation.................................................16
  Section 2.13. Defaulted Interest...........................................16
  Section 2.14. Record Date..................................................17
  Section 2.15. Global Securities............................................17
  Section 2.16. CUSIP Numbers................................................18
ARTICLE III. REDEMPTION......................................................18
  Section 3.1.  Notice to Trustee............................................18
  Section 3.2.  Selection of Securities to be Redeemed.......................19
  Section 3.3.  Notice of Redemption.........................................19
  Section 3.4.  Effect of Notice of Redemption...............................20
  Section 3.5.  Deposit of Redemption Price..................................20
  Section 3.6.  Securities Redeemed in Part..................................20
ARTICLE IV. COVENANTS........................................................20
  Section 4.1.  Payment of Principal and Interest............................21
  Section 4.2.  SEC Reports..................................................21
  Section 4.3.  Compliance Certificate.......................................21
  Section 4.4.  Stay, Extension and Usury Laws...............................21
  Section 4.5.  Corporate Existence..........................................22
  Section 4.6.  Taxes........................................................22
  Section 4.7.  Maintenance of Office or Agency..............................22
ARTICLE V. SUCCESSORS........................................................22
  Section 5.1.  When Company May Merge, Etc..................................22
  Section 5.2.  Successor Corporation Substituted............................23
ARTICLE VI. DEFAULTS AND REMEDIES............................................23
  Section 6.1.  Events of Default............................................23
  Section 6.2.  Acceleration of Maturity; Rescission and Annulment...........25
</TABLE>


                                       i


<PAGE>

<TABLE>
<S>                                                                       <C>
  Section 6.3.  Collection of Indebtedness and Suits for Enforcement
                  by Trustee.................................................26
  Section 6.4.  Trustee May File Proofs of Claim.............................26
  Section 6.5.  Trustee May Enforce Claims Without Possession
                  of Securities..............................................27
  Section 6.6.  Application of Money Collected...............................27
  Section 6.7.  Limitation on Suits..........................................28
  Section 6.8.  Unconditional Right of Holders to Receive
                  Principal and Interest.....................................28
  Section 6.9.  Restoration of Rights and Remedies...........................28
  Section 6.10. Rights and Remedies Cumulative...............................29
  Section 6.11. Delay or Omission Not Waiver.................................29
  Section 6.12. Control by Holders...........................................29
  Section 6.13. Waiver of Past Defaults......................................29
  Section 6.14. Undertaking for Costs........................................30
ARTICLE VII. TRUSTEE.........................................................30
  Section 7.1.  Duties of Trustee............................................30
  Section 7.2.  Rights of Trustee............................................31
  Section 7.3.  Individual Rights of Trustee.................................32
  Section 7.4.  Trustee's Disclaimer.........................................33
  Section 7.5.  Notice of Defaults...........................................33
  Section 7.6.  Reports by Trustee to Holders................................33
  Section 7.7.  Compensation and Indemnity...................................33
  Section 7.8.  Replacement of Trustee.......................................34
  Section 7.9.  Successor Trustee by Merger, etc.............................35
  Section 7.10. Eligibility; Disqualification................................35
  Section 7.11. Preferential Collection of Claims Against Company............36
ARTICLE VIII. LEGAL DEFEASANCE AND COVENANT DEFEASANCE.......................36
  Section 8.1.  Option to Effect Legal Defeasance or Covenant
                  Defeasance.................................................36
  Section 8.2.  Legal Defeasance and Discharge...............................36
  Section 8.3.  Covenant Defeasance..........................................36
  Section 8.4.  Conditions to Legal or Covenant Defeasance...................37
  Section 8.5.  Deposited Money and Government Securities to
                  be Held in Trust; Other Miscellaneous Provisions...........38
  Section 8.6.  Repayment to Company.........................................39
  Section 8.7.  Reinstatement................................................39
ARTICLE IX. AMENDMENTS AND WAIVERS...........................................39
  Section 9.1.  Without Consent of Holders...................................39
  Section 9.2.  With Consent of Holders......................................40
  Section 9.3.  Limitations..................................................41
  Section 9.4.  Compliance with Trust Indenture Act..........................41
  Section 9.5.  Revocation and Effect of Consents............................41
  Section 9.6.  Notation on or Exchange of Securities........................42
  Section 9.7.  Trustee Protected............................................42
ARTICLE X. MISCELLANEOUS.....................................................42
  Section 10.1. Trust Indenture Act Controls.................................42
  Section 10.2. Notices......................................................42
  Section 10.3. Communication by Holders with Other Holders..................43
  Section 10.4. Certificate and Opinion as to Conditions Precedent...........44
</TABLE>


                                       ii

<PAGE>

<TABLE>
<S>                                                                       <C>
  Section 10.5.   Statements Required in Certificate or Opinion..............44
  Section 10.6.   Rules by Trustee and Agents................................44
  Section 10.7.   Legal Holidays.............................................44
  Section 10.8.   No Personal Liability of Directors, Officers,
                    Employees and Stockholders...............................45
  Section 10.9.   Counterparts...............................................45
  Section 10.10.  Governing Laws.............................................45
  Section 10.11.  No Adverse Interpretation of Other Agreements..............45
  Section 10.12.  Successors.................................................45
  Section 10.13.  Severability...............................................45
  Section 10.14.  Table of Contents, Headings, Etc...........................45
  Section 10.15.  Securities in a Foreign Currency or in ECU.................46
  Section 10.16.  Judgment Currency..........................................46
ARTICLE XI. SINKING FUNDS....................................................47
  Section 11.1.   Applicability of Article...................................47
  Section 11.2.   Satisfaction of Sinking Fund Payments with Securities......47
  Section 11.3.   Redemption of Securities for Sinking Fund..................48
ARTICLE XII. SUBSIDIARY GUARANTEES...........................................48
  Section 12.1.   Subsidiary Guarantee.......................................48
  Section 12.2.   Limitation of Guarantor's Liability........................50
ARTICLE XIII. SUBORDINATION..................................................50
  Section 13.1.   Agreement to Subordinate...................................50
  Section 13.2.   Liquidation; Dissolution; Bankruptcy.......................51
  Section 13.3.   Default on Designated Senior Debt..........................51
  Section 13.4.   Acceleration of Securities.................................52
  Section 13.5.   When Distribution Must be Paid Over........................52
  Section 13.6.   Notice By Company..........................................53
  Section 13.7.   Subrogation................................................53
  Section 13.8.   Relative Rights............................................53
  Section 13.9.   Subordination May Not Be Impaired by Company...............53
  Section 13.10.  Distribution or Notice to Representative...................53
  Section 13.11.  Rights of Trustee and Paying Agent.........................54
  Section 13.12.  Authorization to Effect Subordination......................54
  Section 13.13.  Amendments.................................................54
  Section 13.14.  Subordination of Subsidiary Guarantees.....................54
  Section 13.15.  Liquidation; Dissolution; Bankruptcy of a Guarantor........55
  Section 13.16.  Default on Senior Debt of the Guarantor....................55
  Section 13.17.  Acceleration of Securities; Duties of Guarantors...........56
  Section 13.18.  When Distribution from Guarantor Must Be Paid Over.........56
  Section 13.19.  Notice by a Guarantor......................................57
  Section 13.20.  Subrogation with Respect to Any Guarantor..................57
  Section 13.21.  Relative Rights with Respect to Any Guarantor..............57
  Section 13.22.  Subordination May Not Be Impaired By Any Guarantor.........57
  Section 13.23.  Distribution or Notice to Representative with
                    Respect to Any Guarantor.................................58
  Section 13.24.  Rights of Trustee and Paying Agent with
                    Respect to Any Guarantor.................................58
  Section 13.25.  Authorization to Effect Subordination with
                    Respect to Any Guarantor.................................58
  Section 13.26.  Amendments with Respect to Any Guarantor...................58
</TABLE>


                                      iii


<PAGE>


                           IRON MOUNTAIN INCORPORATED

         Reconciliation and tie between Trust Indenture Act of 1939 and
                      Indenture, dated as of April 3, 2001

<TABLE>
<S>                                                             <C>
ss.310(a)(1)       ............................................. 7.10
       (a)(2)     .............................................. 7.10
       (a)(3)     .............................................. Not Applicable
       (a)(4)     .............................................. Not Applicable
       (a)(5)     .............................................. 7.10
          (b)     .............................................. 7.10
   ss. 310(c)     .............................................. Not Applicable
   ss. 311(a)     .............................................. 7.11
          (b)     .............................................. 7.11
          (c)     .............................................. Not Applicable
   ss. 312(a)     .............................................. 2.6
          (b)     .............................................. 10.3
          (c)     .............................................. 10.3
   ss. 313(a)     .............................................. 7.6
       (b)(1)     .............................................. 7.6
       (b)(2)     .............................................. 7.6
       (c)(1)     .............................................. 7.6
       (c)(2)     .............................................. 7.6
       (c)(3)     .............................................. 7.6
          (d)     .............................................. 7.6
   ss. 314(a)     .............................................. 4.2, 4.3, 10.5
          (b)     .............................................. Not Applicable
       (c)(1)     .............................................. 10.4
       (c)(2)     .............................................. 10.4
       (c)(3)     .............................................. Not Applicable
          (d)     .............................................. Not Applicable
          (e)     .............................................. 10.5
          (f)     .............................................. Not Applicable
   ss. 315(a)     .............................................. 7.1(b)
          (b)     .............................................. 7.5
          (c)     .............................................. 7.1
          (d)     .............................................. 7.1
          (e)     .............................................. 6.14
   ss. 316(a)     .............................................. 2.10
    (a)(1)(A)     .............................................. 6.12
    (a)(1)(B)     .............................................. 6.13
          (b)     .............................................. 6.8
   ss. 316(c)     .............................................. 2.14
  ss.317(a)(1)     ............................................. 6.3
       (a)(2)     .............................................. 6.4
          (b)     .............................................. 2.5
   ss. 318(a)     .............................................. 10.1
          (b)     .............................................. Not Applicable
          (c)     .............................................. Not Applicable
</TABLE>

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


                                       iv


<PAGE>


     Subordinated Indenture dated as of April 3, 2001 among Iron Mountain
Incorporated, a Pennsylvania corporation ("Company"), the guarantor signatories
hereto and The Bank of New York, a New York banking corporation, as Trustee
("Trustee").

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

                                   ARTICLE I.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1. DEFINITIONS.

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

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling", "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities or by agreement or otherwise; provided, however,
that beneficial ownership of 10% or more of the voting securities of a Person
shall be deemed to be control.

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

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

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

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

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

     "Business Day" means, unless otherwise provided by Board Resolution,
Officers' Certificate or supplemental indenture hereto for a particular Series,
any day except a Saturday,


<PAGE>


Sunday or a legal holiday in The City of New York or at a place of payment on
which banking institutions are authorized or required by law, regulation or
executive order to close.

     "Capital Lease Obligation" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that would
at such time be so required to be capitalized on the balance sheet in accordance
with GAAP.

     "Capital Stock" means any and all shares, interests, participations, rights
or other equivalents (however designated) of corporate stock, including, without
limitation, with respect to partnerships, partnership interests (whether general
or limited) and any other interest or participation that confers on a Person the
right to receive a share of the profits and losses of, or distributions of
assets of, such partnership.

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

     "Company Order" means a written order signed in the name of the Company by
two Officers.

     "Corporate Trust Office" means the principal office of the Trustee at which
at any time its corporate trust business shall be administered, which office at
the date hereof is located at 101 Barclay Street, Floor 21 West, New York, New
York 10286, Attention: Corporate Trust Administration, or such other address as
the Trustee may designate from time to time by notice to the Holders and the
Company, or the principal corporate trust office of any successor Trsutee (or
such other address as a successor Trustee may designate from time to time by
notice to the Holders and the Company).

     "Credit Agent" means The Chase Manhattan Bank, in its capacity as
administrative agent for the lenders party to the Credit Agreement, and The
Chase Manhattan Bank Canada, in its capacity as Canadian administrative agent
for the lenders party to the Credit Agreement, or any successor or successors
party thereto.

     "Credit Agreement" means that certain Fourth Amended and Restated Credit
Agreement dated as of August 14, 2000, as amended, among the Company, Iron
Mountain Canada Corporation, the lenders party thereto and the Credit Agent, as
further amended, restated, supplemented, modified, renewed, refunded, increased,
extended, replaced or refinanced from time to time.

     "Default" means any event that is or with the passage of time or the giving
of notice or both would be an Event of Default.

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


                                       2
<PAGE>


     "Designated Senior Debt" means (a) Senior Bank Debt and (b) other Senior
Debt the principal amount of which is $50.0 million or more at the date of
designation by the Company in a written instrument delivered to the Trustee;
provided that Senior Debt designated as Designated Senior Debt pursuant to
clause (b) shall cease to be Designated Senior Debt at any time that the
aggregate principal amount thereof outstanding is $10.0 million or less.

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

     "Disqualified Stock" means any Capital Stock which, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, for cash or other property (other than Capital Stock that is not
Disqualified Stock) pursuant to a sinking fund obligation or otherwise, or is
redeemable at the option of the Securityholder thereof, in whole or in part, in
each case on or prior to the stated maturity of the Securities.

     "DOLLARS" and "$" mean lawful money of the United States of America.

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

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

     "Existing Senior Subordinated Securities" means (i) the 11-1/8% Senior
Subordinated Notes due 2006 of the Company in an aggregate original principal
amount of US$200,000,000 issued pursuant to the Senior Subordinated Notes
Indenture, dated as of July 15, 1996, between the Company and United States
Trust Company of New York, as trustee, (ii) the 10-1/8% Senior Subordinated
Notes due 2006 of the Company in the aggregate principal amount of
US$165,000,000 issued pursuant to the Senior Subordinated Notes Indenture, dated
as of October 1, 1996 between the Company and First Bank National Association,
as trustee, (iii) the 9-1/8% Senior Subordinated Notes due 2007 of the Company
in an aggregate principal amount of US$120,000,000 issued pursuant to the Senior
Subordinated Notes Indenture, dated as of July 7, 1997 between the Company and
The Bank of New York, as trustee, (iv) the 8-3/4% Senior Subordinated Notes due
2009 of the Company in an aggregate original principal amount of US$250,000,000
issued pursuant to the Senior Subordinated Notes Indenture dated as of October
24, 1997 between the Company and The Bank of New York, as trustee, (v) the
8-1/4% Senior Subordinated Notes due 2011 of the Company in the aggregate
original principal amount of US$150,000,000 issued pursuant to the Senior
Subordinated Notes Indenture dated as of April 26, 1999 between the Company and
the Bank of New York, as trustee, and (vi) the 8 1/8% Senior Notes due 2008 of
Iron Mountain Canada Corporation, the Company's wholly owned Subsidiary, in the
aggregate original principal amount of $135,000,000 issued pursuant to the
Senior Notes Indenture dated as of April 7, 1998, by and among Iron Mountain
Canada Corporation, as issuer, the Company and The Bank of New York, as trustee
(the 8 1/8% Senior Notes have been guaranteed by the Company and certain of its
Subsidiaries (including, without limitation, the Guarantors) on a senior
subordinated basis).


                                       3
<PAGE>

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

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the date of this Indenture.

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

     "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which guarantee
or obligations the full faith and credit of the United States of America is
pledged.

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

     "Hedging Obligations" means, with respect to any Person, the obligations of
such Person under (a) interest rate swap agreements, interest rate cap
agreements and interest rate collar agreements and (b) other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates.

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

     "Indebtedness" means (without duplication), with respect to any Person,
whether recourse is to all or a portion of the assets of such Person, and
whether or not contingent, (a) every obligation of such Person for money
borrowed, (b) every obligation of such Person evidenced by bonds, debentures,
notes or other similar instruments, (c) every reimbursement obligation of such
Person with respect to letters of credit, bankers' acceptances or similar
facilities issued for the account of such Person, (d) every obligation of such
Person issued or assumed as the deferred purchase price of property or services,
(e) every Capital Lease Obligation and every obligation of such Person in
respect of Sale and Leaseback Transactions that would be required to be
capitalized on the balance sheet in accordance with GAAP, (f) all Disqualified
Stock of such Person valued at the greater of its voluntary or involuntary
maximum fixed repurchase price, plus accrued and unpaid dividends (unless
included in such maximum



                                       4
<PAGE>



repurchase price), (g) all obligations of such Person under or with respect to
Hedging Obligations which would be required to be reflected on the balance sheet
as a liability of such Person in accordance with GAAP and (h) every obligation
of the type referred to in clauses (a) through (g) of another Person and
dividends of another Person the payment of which, in either case, such Person
has guaranteed. For purposes of this definition, the "maximum fixed repurchase
price" of any Disqualified Stock that does not have a fixed repurchase price
will be calculated in accordance with the terms of such Disqualified Stock as if
such Disqualified Stock were repurchased on any date on which Indebtedness is
required to be determined pursuant to this Indenture, and if such price is based
upon, or measured by, the fair market value of such Disqualified Stock, such
fair market value will be determined in good faith by the board of directors of
the issuer of such Disqualified Stock. Notwithstanding the foregoing, trade
accounts payable and accrued liabilities arising in the ordinary course of
business and any liability for federal, state or local taxes or other taxes owed
by such Person will not be considered Indebtedness for purposes of this
definition. The amount outstanding at any time of any Indebtedness issued with
original issue discount is the aggregate principal amount at maturity of such
Indebtedness, less the remaining unamortized portion of the original issue
discount of such Indebtedness at such time, as determined in accordance with
GAAP.

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

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

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

     "Obligations" means any principal, interest (including post-petition
interest, whether or not allowed as a claim in any proceeding), penalties, fees,
costs, expenses, indemnifications, reimbursements, damages and other liabilities
payable under or in connection with any Indebtedness.

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

     "Officers' Certificate" means a certificate signed, unless otherwise
specified, by any two of the Chairman of the Board, a Vice Chairman of the
Board, the President, the Chief Financial Officer, the Controller or an
Executive Vice President of the Company, and delivered to the Trustee.

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


                                       5
<PAGE>



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

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

     "Representative" means, for purposes of Article 13, the Credit Agent or
other agent, trustee or representative for any Senior Debt of the Company or a
Guarantor, as the case may be.

     "Responsible Officer" means, when used with respect to the Trustee, any
officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant secretary, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.

     "Sale and Leaseback Transaction" means any transaction or series of related
transactions pursuant to which a Person sells or transfers any property or asset
in connection with the leasing, or the resale against installment payments, of
such property or asset to the seller or transferor.

     "SEC" means the United States Securities and Exchange Commission.

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

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

     "Senior Bank Debt" means all Obligations outstanding under or in connection
with the Credit Agreement (including Guarantees of such Obligations by
Subsidiaries of the Company).

     "Senior Debt" means (a) the Senior Bank Debt and (b) any other Indebtedness
permitted to be incurred by the Company, as the case may be, under the terms of
this Indenture, unless the instrument under which such Indebtedness is incurred
expressly provides that it is on a parity with or subordinated in right of
payment to the Securities or subordinated to Senior Debt on terms substantially
similar to those of the Securities. Notwithstanding anything to the contrary in
the foregoing, Senior Debt shall not include (i) any liability for federal,
state, local or other taxes owed or owing by the Company, (ii) any Indebtedness
of the Company to any of its Subsidiaries or other Affiliates, (iii) any trade
payables or (iv) any Indebtedness that is incurred in violation of this
Indenture provided that such Indebtedness shall be deemed not to have been
incurred in violation of the Indenture for purposes of this clause (iv) if, in
the case of any obligations under the Credit Agreement, the holders of such
obligations or their agent or



                                       6
<PAGE>



representative shall have received a representation from the Company to the
effect that the incurrence of such Indebtedness does not violate the provisions
of this Indenture.

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

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

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

     "Subsidiary" means, with respect to any Person, any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of such Person or a combination
thereof.

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

     "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code ss.ss.
77aaa-77bbbb) as in effect on the date of this Indenture; PROVIDED, HOWEVER,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"TIA" means, to the extent required by any such amendment, the Trust Indenture
Act as so amended.

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

Section 1.2. OTHER DEFINITIONS.
<TABLE>
<CAPTION>
                                                                     DEFINED IN
TERM                                                                   SECTION
----                                                                 ----------
<S>                                                                     <C>
"Bankruptcy Law"                                                           6.1
"Benefited Party"                                                         12.1
"Covenant Defeasance"                                                      8.2
"Custodian"                                                                6.1
"Event of Default"                                                         6.1
"Guarantor"                                                               12.1
</TABLE>



                                       7
<PAGE>



<TABLE>
<S>                                                                     <C>
"Journal"                                                                 10.15
"Judgment Currency"                                                       10.16
"Legal Defeasance"                                                         8.2
"Legal Holiday"                                                           10.7
"mandatory sinking fund payment"                                          11.1
"Market Exchange Rate"                                                    10.15
"New York Banking Day"                                                    10.16
"Non-Monetary Default                                                     13.3
"Notice of Default"                                                        6.1
"optional sinking fund payment"                                           11.1
"Paying Agent"                                                             2.4
"Payment Blockage Notice"                                                 13.3
"Payment Default"                                                         13.3
"Registrar"                                                                2.4
"Required Currency"                                                       10.16
"Service Agent"                                                            2.4
"Successor Person"                                                         5.1
</TABLE>

Section 1.3. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

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

     "Commission" means the SEC.

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

     "indenture security holder" means a Holder or a Securityholder.

     "indenture to be qualified" means this Indenture.

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

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

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

Section 1.4. RULES OF CONSTRUCTION.

     Unless the context otherwise requires:

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



                                       8
<PAGE>





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

     (c) "or" is not exclusive;

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

     (e) provisions apply to successive events and transactions; and

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



                                  ARTICLE II.
                                 THE SECURITIES

Section 2.1. ISSUABLE IN SERIES.

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

Section 2.2. ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES.

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

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

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

     2.2.3. any limit upon the aggregate principal amount of the Securities of
the Series which may be authenticated and delivered under this Indenture (except
for Securities



                                       9
<PAGE>




authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the Series pursuant to Section 2.7, 2.8,
2.11, 3.6 or 9.6, or any applicable provision of a supplemental indenture);

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

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

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

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

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

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

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

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

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

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



                                       10
<PAGE>




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

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

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

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

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

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

     2.2.20. any other terms of the Securities of the Series which may modify
or delete any provision of this Indenture insofar as it applies to such
Series); and

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

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

Section 2.3. EXECUTION AND AUTHENTICATION.

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

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



                                       11
<PAGE>





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

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

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

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

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

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

Section 2.4. REGISTRAR AND PAYING AGENT.

     The Company shall maintain, with respect to each Series of Securities, at
the place or places specified with respect to such Series pursuant to Section
2.2, an office or agency where Securities of such Series may be presented or
surrendered for payment ("Paying Agent"), where Securities of such Series may be
surrendered for registration of transfer or exchange ("Registrar") and where
notices and demands to or upon the Company in respect of the Securities of such
Series and this Indenture may be served ("Service Agent"). The Registrar shall
keep a register with respect to each Series of Securities and to their transfer
and exchange. The Company will give prompt written notice to the Trustee of the
name and address, and any


                                       12
<PAGE>


change in the name or address, of each Registrar, Paying Agent or Service Agent.
If at any time the Company shall fail to maintain any such required Registrar,
Paying Agent or Service Agent or shall fail to furnish the Trustee with the name
and address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee, and the Company
hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.

     The Company may also from time to time designate one or more co-registrars,
additional paying agents or additional service agents and may from time to time
rescind such designations; PROVIDED, HOWEVER, that no such designation or
rescission shall in any manner relieve the Company of its obligations to
maintain a Registrar, Paying Agent and Service Agent in each place so specified
pursuant to Section 2.2 for Securities of any Series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the name or address of any such co-registrar,
additional paying agent or additional service agent. The term "Registrar"
includes any co-registrar; the term "Paying Agent" includes any additional
paying agent; and the term "Service Agent" includes any additional service
agent. The Company or any Guarantor may act as Paying Agent, Registrar or
Service Agent. The Company shall enter into an appropriate agency agreement with
any Agent not a party to this Indenture, which shall be subject to any
obligations imposed by the provisions of the TIA. The agreement shall implement
the provisions of this Indenture that relate to such Agent.

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

Section 2.5. PAYING AGENT TO HOLD MONEY IN TRUST.

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

Section 2.6. SECURITYHOLDER LISTS.

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



                                       13
<PAGE>



such other times as the Trustee may request in writing a list, in such form and
as of such date as the Trustee may reasonably require, of the names and
addresses of Securityholders of each Series of Securities.

Section 2.7. TRANSFER AND EXCHANGE.

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

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

Section 2.8. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

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

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

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

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



                                       14
<PAGE>




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

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

Section 2.9. OUTSTANDING SECURITIES.

     The Securities outstanding at any time are all the Securities authenticated
by the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest on a Global Security effected by
the Trustee in accordance with the provisions hereof and those described in this
Section as not outstanding.

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

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

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

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

Section 2.10. TREASURY SECURITIES.

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



                                       15
<PAGE>



Notwithstanding the foregoing, Securities of a Series that are to be acquired by
the Company, any Guarantor, any Subsidiary of the Company or any Guarantor or an
Affiliate of the Company or any Guarantor pursuant to an exchange offer, tender
offer or other agreement shall not be deemed to be owned by the Company, such
Guarantor, a Subsidiary of the Company or such Guarantor or an Affiliate of the
Company or such Guarantor until legal title to such Securities passes to the
Company, such Guarantor, such Subsidiary or such Affiliate, as the case may be.

Section 2.11. TEMPORARY SECURITIES.

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

Section 2.12. CANCELLATION.

     The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee shall cancel all Securities surrendered for transfer,
exchange, payment, replacement or cancellation and shall dispose of such
canceled Securities (subject to the record retention requirement of the Exchange
Act) in accordance with the Trustee's customary practice. The Company may not
issue new Securities to replace Securities that it has paid or delivered to the
Trustee for cancellation.

Section 2.13. DEFAULTED INTEREST.

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



                                       16
<PAGE>




Section 2.14. RECORD DATE.

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

Section 2.15. GLOBAL SECURITIES.

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

     2.15.2. TRANSFER AND EXCHANGE. Notwithstanding any provisions to the
contrary contained in Section 2.7 of the Indenture and in addition thereto, any
Global Security shall be exchangeable pursuant to Section 2.7 of the Indenture
for Securities registered in the names of Holders other than the Depository for
such Security or its nominee only if (i) such Depository notifies the Company
that it is unwilling or unable to continue as Depository for such Global
Security or if at any time such Depository ceases to be a clearing agency
registered under the Exchange Act, and, in either case, the Company fails to
appoint a successor Depository within 90 days of such event, (ii) the Company
executes and delivers to the Trustee an Officers' Certificate to the effect that
such Global Security shall be so exchangeable or (iii) an Event of Default with
respect to the Securities represented by such Global Security shall have
happened and be continuing. Any Global Security that is exchangeable pursuant to
the preceding sentence shall be exchangeable for Securities registered in such
names as the Depository shall direct in writing in an aggregate principal amount
equal to the principal amount of the Global Security with like tenor and terms.

     Except as provided in this Section 2.15.2, a Global Security may not be
transferred except as a whole by the Depository with respect to such Global
Security to a nominee of such Depository, by a nominee of such Depository to
such Depository or another nominee of such Depository or by the Depository or
any such nominee to a successor Depository or a nominee of such a successor
Depository.

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

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

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



                                       17
<PAGE>




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

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

Section 2.16. CUSIP NUMBERS.

     The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; PROVIDED that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the CUSIP number.

                                  ARTICLE III.
                                   REDEMPTION

Section 3.1. NOTICE TO TRUSTEE.

     The Company may, with respect to any Series of Securities, reserve the
right to redeem and pay the Series of Securities or may covenant to redeem and
pay the Series of Securities or any part thereof prior to the Stated Maturity
thereof at such time and on such terms as provided for in such Securities. If a
Series of Securities is redeemable and the Company wants or is obligated to
redeem prior to the Stated Maturity thereof all or part of the Series of
Securities pursuant to the terms of such Securities, it shall notify the Trustee
of the redemption date and the principal amount of Series of Securities to be
redeemed. The Company shall give the notice at least 45 days before the
redemption date (or such shorter notice as may be acceptable to the Trustee),
which notice shall be in the form of an Officers' Certificate setting forth (i)
the Section of this Indenture pursuant to which the redemption shall occur, (ii)
the redemption date, (iii) the principal amount of Securities of a Series to be
redeemed and (iv) the redemption price.



                                       18
<PAGE>





Section 3.2. SELECTION OF SECURITIES TO BE REDEEMED.

     If less than all of any Series of Securities are to be redeemed at any
time, the Trustee shall select the Securities of the Series to be redeemed among
the applicable Holders of such Series in compliance with the requirements of the
principal national securities exchange, if any, on which the Securities are
listed or, if the Securities are not so listed, on a PRO RATA basis, by lot or
in accordance with any other method the Trustee considers fair and appropriate,
PROVIDED that no Securities of $1,000 or less shall be redeemed in part. In the
event of partial redemption by lot, the particular Securities to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Securities not previously called for redemption.

     The Trustee shall promptly notify the Company in writing of the Securities
of the Series selected for redemption and, in the case of any Security selected
for partial redemption, the principal amount thereof to be redeemed. Securities
and portions of Securities selected shall be in amounts of $1,000 or whole
multiples of $1,000; except that if all of the Securities of a Holder are to be
redeemed, the entire outstanding amount of Securities held by such Holder, even
if not a multiple of $1,000, shall be redeemed. Except as provided in the
preceding sentence, provisions of this Indenture that apply to Securities of a
Series called for redemption also apply to portions of Securities of that Series
called for redemption.

Section 3.3. NOTICE OF REDEMPTION.

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

     The notice shall identify the Securities of the Series to be redeemed
(including the CUSIP numbers, if any) and shall state:

     (a) the redemption date;

     (b) the redemption price (including accrued interest to, but excluding, the
         redemption date);

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

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

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



                                       19
<PAGE>




     (f) that, unless the Company defaults in the making of such redemption
         payment, interest on Securities of the Series called for redemption
         ceases to accrue on and after the redemption date; and

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

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

Section 3.4. EFFECT OF NOTICE OF REDEMPTION.

     Once notice of redemption is mailed or published as provided in Section
3.3, Securities of a Series called for redemption become due and payable on the
redemption date and at the redemption price. A notice of redemption may not be
conditional. On and after the redemption date, unless the Company defaults in
the payment of the redemption price, interest will cease to accrue on the
Securities of a Series called for called for redemption and all rights of
Holders with respect to such Securities will terminate except for the right to
receive payment of the redemption price upon surrender for redemption. Upon
surrender to the Paying Agent, such Securities shall be paid at the redemption
price plus accrued interest to but excluding the redemption date.

Section 3.5. DEPOSIT OF REDEMPTION PRICE.

     On or before the redemption date, the Company shall deposit with the Paying
Agent money sufficient to pay the redemption price of and accrued interest, if
any, on all Securities to be redeemed on that date. If the Company complies with
the provisions of the preceding sentence, on and after the redemption date,
interest shall cease to accrue on the Securities or the portions of Securities
called for redemption, whether or not such Securities are presented for payment.
If any Security called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Company to comply with the first
sentence of this paragraph, interest shall be paid on the unpaid principal, from
the redemption date until such principal is paid, and to the extent lawful on
any interest not paid on such unpaid principal, in each case at the rate
provided with respect to such Security.

Section 3.6. SECURITIES REDEEMED IN PART.

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

                                  ARTICLE IV.
                                    COVENANTS



                                       20
<PAGE>





Section 4.1. PAYMENT OF PRINCIPAL AND INTEREST.

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

Section 4.2. SEC REPORTS.

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

Section 4.3. COMPLIANCE CERTIFICATE.

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

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

Section 4.4. STAY, EXTENSION AND USURY LAWS.

     Each of the Company and the Guarantors covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture or the Securities; and
each of the Company and the Guarantors (to the extent it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law and covenants
that it will not, by resort to any such law, hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law has been enacted.



                                       21
<PAGE>




Section 4.5. CORPORATE EXISTENCE.

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

Section 4.6. TAXES.

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

Section 4.7. MAINTENANCE OF OFFICE OR AGENCY.

     The Company shall maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where the Securities of
any Series may be surrendered for registration of transfer or for exchange
and where notices and demands to or upon the Company in respect of such
Securities and this Indenture may be served. The Company shall give prompt
written notice to the Trustee of the location, and any change in the
location, of 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.

     The Company may also from time to time designate one or more other
offices or agencies where the Securities of any Series may be presented or
surrendered for any or all such purposes and may from time to time rescind
such designations; PROVIDED, HOWEVER, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an
office or agency in the Borough of Manhattan, the City of New York for such
purposes. The Company shall 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.

     The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.4
hereof.

                                   ARTICLE V.
                                   SUCCESSORS

Section 5.1. WHEN COMPANY MAY MERGE, ETC.

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

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

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

     The Company shall deliver to the Trustee prior to the consummation of the
proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture comply with this Indenture.



                                       22
<PAGE>




Section 5.2. SUCCESSOR CORPORATION SUBSTITUTED.

     Upon any consolidation or merger, or any sale, lease, conveyance or other
disposition of all or substantially all of the assets of the Company in
accordance with Section 5.1, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
lease, conveyance or other disposition is made shall succeed to, and be
substituted for (so that from and after the date of such consolidation, merger,
sale, lease, conveyance or other disposition, the provisions of this Indenture
referring to the "COMPANY" shall refer instead to the successor corporation and
not to the Company), and may exercise every right and power of, the Company
under this Indenture with the same effect as if such Successor Person has been
named as the Company herein; PROVIDED, HOWEVER, that the predecessor Company in
the case of a sale, lease, conveyance or other disposition shall not be released
from the obligation to pay the principal of and interest, if any, on the
Securities, except in the case of a sale of all the Company's assets that meets
the requirements of Section 5.1 hereof.

                                  ARTICLE VI.
                              DEFAULTS AND REMEDIES

Section 6.1. EVENTS OF DEFAULT.

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

     (a) default in the payment of any interest on any Security of that Series
         when it becomes due and payable, and continuance of such default for a
         period of 30 days (whether or not prohibited by the subordination
         provisions of Article XIII hereof); or

     (b) default in the payment of the principal or premium of any Security of
         that Series (whether or not prohibited by the subordination provisions
         of Article XIII hereof) when the same becomes due and payable at
         Maturity, upon redemption (including in connection with an offer to
         purchase) or otherwise; or

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

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

     (e) a default occurs under any mortgage, indenture or instrument under
         which there may be issued or by which there may be secured or
         evidenced any Indebtedness for money borrowed by the Company or any
         Guarantor (or the payment of which is



                                       23
<PAGE>




         Guaranteed by the Company or any Guarantor), whether such Indebtedness
         or Guarantee now exists or shall be created hereafter if (i) such
         default results in the acceleration of such Indebtedness prior to its
         express maturity or shall constitute a default in the payment of such
         Indebtedness at final maturity of such Indebtedness and (ii) the
         principal amount of such Indebtedness that has been accelerated or not
         paid at maturity, together with the principal amount of any other
         Indebtedness that has been accelerated or not paid at maturity,
         exceeds $10.0 million; or

     (f) the Company or any of the Guarantors that is a Significant Subsidiary
         pursuant to or within the meaning of any Bankruptcy Law:

          (i) commences a voluntary case,

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

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

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

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

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

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

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

          (iii) orders the liquidation of the Company or any of its Significant
                Subsidiaries,

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

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

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



                                       24
<PAGE>




Section 6.2. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

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

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

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

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

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

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

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

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

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



                                       25
<PAGE>





Section 6.3. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

     The Company covenants that if

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

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

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

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

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

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

Section 6.4. TRUSTEE MAY FILE PROOFS OF CLAIM.

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

     (a) to file and prove a claim for the whole amount of principal and
         interest owing and unpaid in respect of the Securities and to file
         such other papers or documents



                                       26
<PAGE>



         as may be necessary or advisable in order to have the claims of the
         Trustee (including any claim for the reasonable compensation,
         expenses, disbursements and advances of the Trustee, its agents and
         counsel) and of the Holders allowed in such judicial proceeding, and

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

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

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

Section 6.5. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

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

Section 6.6. APPLICATION OF MONEY COLLECTED.

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

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

     Second: to the holders of Senior Debt of the Company or a Guarantor, as
the case may be, to the extent required by Article XIII hereof;

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

     Fourth: To the Company.



                                       27
<PAGE>




Section 6.7. LIMITATION ON SUITS.

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

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

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

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

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

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

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

Section 6.8. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND INTEREST.

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

Section 6.9. RESTORATION OF RIGHTS AND REMEDIES.

     If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.



                                       28
<PAGE>




Section 6.10. RIGHTS AND REMEDIES CUMULATIVE.

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

Section 6.11. DELAY OR OMISSION NOT WAIVER.

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

Section 6.12. CONTROL BY HOLDERS.

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

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

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

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

Section 6.13. WAIVER OF PAST DEFAULTS.

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



                                       29
<PAGE>



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

Section 6.14. UNDERTAKING FOR COSTS.

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

                                  ARTICLE VII.
                                     TRUSTEE

Section 7.1. DUTIES OF TRUSTEE.

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

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

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

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



                                       30
<PAGE>




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

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

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

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

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

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

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

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

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

Section 7.2. RIGHTS OF TRUSTEE.

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

     (b) Before the Trustee acts or refrains from acting, it may require an
         Officers' Certificate or an Opinion of Counsel. The Trustee shall not
         be liable for any action it takes or omits to take in good faith in
         reliance on such Officers' Certificate or Opinion of Counsel.



                                       31
<PAGE>




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

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

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

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

     (g) 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, other evidence of indebtedness or other
         paper or document, but the Trustee, in its discretion, may make such
         furhter 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 at the sole cost of the Company and shall incur no liability
         or additional liability of any kind by reason of such inquiry or
         investigation.

     (h) The Trustee shall not be deemed to have notice of any Default or Event
         of Default unless a Responsible Officer of the Trustee has actual
         knowledge thereof or unless written notice of any event which is in
         fact such a default is given to the Trustee in accordance with
         Section 10.2.

     (i) The Trustee may request that the Company deliver an Officers'
         Certificate setting forth the names of individuals and/or titles of
         officers authorized at such time to take specified actions pursuant to
         this Indenture, which Officers' Certificate may be signed by any
         Person authorized to sign an Officers' Certificate, including any
         Person specified as so authorized in any such certificate previously
         delivered and not superseded.

Section 7.3. INDIVIDUAL RIGHTS OF TRUSTEE.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or an Affiliate
with the same



                                       32
<PAGE>



rights it would have if it were not Trustee. However, in the event that the
Trustee acquires any conflicting interest it must eliminate such conflict within
90 days, apply to the SEC for permission to continue as trustee or resign. Any
Agent may do the same with like rights. The Trustee is also subject to Sections
7.10 and 7.11.

Section 7.4. TRUSTEE'S DISCLAIMER.

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

Section 7.5. NOTICE OF DEFAULTS.

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

Section 7.6. REPORTS BY TRUSTEE TO HOLDERS.

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

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

Section 7.7. COMPENSATION AND INDEMNITY.

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



                                       33
<PAGE>




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

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

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

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

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

     The provisions of this Section shall survive the termination of this
Indenture and the resignation or removal of the Trustee.

Section 7.8. REPLACEMENT OF TRUSTEE.

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

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

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



                                       34
<PAGE>


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

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

     (d) the Trustee becomes incapable of acting.

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

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

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

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Immediately after that, the retiring
Trustee shall transfer all property held by it as Trustee to the successor
Trustee subject to the lien provided for in Section 7.7, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee with respect
to each Series of Securities for which it is acting as Trustee under this
Indenture. A successor Trustee shall mail a notice of its succession to each
Securityholder of each such Series and, if any Bearer Securities are
outstanding, publish such notice on one occasion in an Authorized Newspaper.
Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the
Company's obligations under Section 7.7 hereof shall continue for the benefit of
the retiring trustee with respect to expenses and liabilities incurred by it
prior to such replacement.

Section 7.9. SUCCESSOR TRUSTEE BY MERGER, ETC.

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

Section 7.10. ELIGIBILITY; DISQUALIFICATION.

     This Indenture shall always have a Trustee who satisfies the requirements
of TIA ss. 310(a)(1), (2) and (5). The Trustee shall always have a combined
capital and surplus of at least $50,000,000 as set forth in its most recent
published annual report of condition. The Trustee shall comply with TIA ss.
310(b).




                                       35
<PAGE>



Section 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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


                                 ARTICLE VIII.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1. OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

     The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.2 or 8.3 hereof be applied to all outstanding Securities of a
Series upon compliance with the conditions set forth below in this Article
Eight.

Section 8.2. LEGAL DEFEASANCE AND DISCHARGE.

     Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.2, each of the Company and the Guarantors, if
any, shall, subject to the satisfaction of the conditions set forth in
Section 8.4 hereof, be deemed to have been discharged from its obligations
with respect to all outstanding Securites of such Series and related
Subsidiary Guarantees on the date the conditions set forth below are
satisfied (hereinafter, "LEGAL DEFEASANCE"). For this purpose, Legal
Defeasance means that the Company shall be deemed to have paid and discharged
the entire Indebtedness represented by the outstanding Securities of such
Series, which shall thereafter be deemed to be "outstanding" only for the
purposes of Section 8.5 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Securities and this Indenture as it relates to such
Securities (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Securities of
such Series to receive solely from the trust fund described in Section 8.4
hereof, and as more fully set forth in such section, payments in respect of
the principal of, premium, if any, and interest on such Securities when such
payments are due, (b) the Company's and Guarantors' obligations with respect
to such Securities under Article 2 hereof, (c) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and the Company's and the
Guarantors' obligations in connection therewith and (d) this Article 8.
Subject to compliance with this Article 8, the Company may exercise its
option under this Section 8.2 notwithstanding the prior exercise of its
option under Section 8.3 hereof.

Section 8.3. COVENANT DEFEASANCE.

     Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.3, each of the Company and the Guarantors, if any,
shall, subject to the satisfaction of the conditions set forth in Section 8.4
hereof, be released from its obligations under the


                                       36
<PAGE>



covenants specified pursuant to Section 2.2 hereof and Article V hereof with
respect to the outstanding Securities of such Series and related Subsidiary
Guarantees on and after the date the conditions set forth below are satisfied
(hereinafter, "COVENANT DEFEASANCE"), and such Securities shall thereafter be
deemed 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 such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder (it being understood that such Securities
shall not be deemed outstanding for accounting purposes). For this purpose,
Covenant Defeasance means that, with respect to the outstanding Securities of
such Series, 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
covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any
such 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 6.1 hereof, but, except as specified above, the remainder of
this Indenture, such Securities and the related Subsidiary Guarantees, if
any, shall be unaffected thereby. In addition, upon the Company's exercise
under Section 8.1 hereof of the option applicable to this Section 8.3 hereof,
subject to the satisfaction of the conditions set forth in Section 8.4
hereof, Sections 6.1(c) through 6.1(e) and 6.1(h) hereof (or any comparable
provisions set forth in a supplemental indenture) shall not constitute Events
of Default.

Section 8.4. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

     The following shall be the conditions to the application of either Section
8.2 or 8.3 hereof to the outstanding Securities of such Series:

     In order to exercise either Legal Defeasance or Covenant Defeasance:

     (a) the Company must irrevocably deposit with the Trustee, in trust, for
         the benefit of the Holders, cash in United States dollars,
         non-callable Government Securities, or a combination thereof, in such
         amounts as will be sufficient, in the opinion of a nationally
         recognized firm of independent public accountants, to pay the
         principal of, premium, if any, and interest on the outstanding
         Securities of such Series on the Stated Maturity or on the applicable
         redemption date, as the case may be, of such principal or installment
         of principal of, premium, if any, or interest on the outstanding
         Securities of such Series;

     (b) in the case of an election under Section 8.2 hereof, the Company shall
         have delivered to the Trustee an Opinion of Counsel in the United
         States (which counsel may be an employee of the Company or any
         Subsidiary of the Company) reasonably acceptable to the Trustee
         confirming that (A) the Company has received from, or there has been
         published by, the Internal Revenue Service a ruling or (B) since the
         date hereof, there has been a change in the applicable federal income
         tax law, in either case to the effect that, and based thereon such
         Opinion of Counsel shall confirm that, the Holders of the outstanding
         Securities of such Series will not recognize income, gain or loss for
         federal income tax purposes as a result of such Legal 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 Legal
         Defeasance had not occurred;



                                       37
<PAGE>





     (c) in the case of an election under Section 8.3 hereof, the Company shall
         have delivered to the Trustee an Opinion of Counsel in the United
         States (which counsel may be an employee of the Company or any
         Subsidiary of the Company) reasonably acceptable to the Trustee
         confirming that the Holders of the outstanding Securities of such
         Series 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;

     (d) no Default or Event of Default shall have occurred and be continuing on
         the date of such deposit or, insofar as Sections 6.1(f) and 6.1(g)
         hereof (or any comparable provisions set forth in a supplemental
         indenture) are concerned, at any time in the period ending on the 91st
         day after the date of deposit (or greater period of time in which
         any such deposit of trust funds may remain subject to Bankruptcy Law
         insofar as those apply to the deposit by the Company);

     (e) such Legal Defeasance or Covenant Defeasance shall not result in a
         breach or violation of, or constitute a default under, any material
         agreement or instrument (other than this Indenture) to which the
         Company or any of its Subsidiaries is a party or by which the Company
         or any of its Subsidiaries is bound;

     (f) the Company shall have delivered to the Trustee an Opinion of Counsel
         to the effect that after the 91st day following the deposit, the trust
         funds will not be subject to the effect of any applicable bankruptcy,
         insolvency, reorganization or similar laws affecting creditors' rights
         generally;

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

     (h) the Company shall have delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for or relating to the Legal Defeasance
         or the Covenant Defeasance have been complied with.

Section 8.5. DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
OTHER MISCELLANEOUS PROVISIONS.

     Subject to Section 8.6 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.5, the
"Trustee") pursuant to Section 8.4 hereof in respect of the outstanding
Securities of a Series subject to a Legal Defeasance or a Covenant Defeasance
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as Paying
Agent) as the Trustee may determine, to the Holders of such Securities of all
sums due and to become due thereon in respect of principal, premium, if any,
and interest, but such money need not be segregated from other funds except
to the extent required by law.

     The Company and the Guarantors shall pay and indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against the cash or
non-callable Government



                                       38
<PAGE>




Securities deposited pursuant to Section 8.4 hereof 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 the outstanding
Securities of a Series subject to Legal Defeasance or a Covenant Defeasance.

     Anything in this Article Eight to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.4 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.4(a) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.6. REPAYMENT TO COMPANY.

     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, premium, if
any, or interest, if any, on any Securities of a Series subject to Legal
Defeasance or a Covenant Defeasance and remaining unclaimed for two years
after such principal, and premium, if any, or interest, if any, have become
due and payable shall be paid to the Company on its 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 thereof, 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 THE NEW YORK
TIMES and THE WALL STREET JOURNAL (national edition), 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 notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

Section 8.7. REINSTATEMENT.

     If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.2
or 8.3 hereof, as the case may be, by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company's obligations under this
Indenture, the Securities of such Series and the related Subsidiary
Guarantees shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.2 or 8.3 hereof until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section
8.2 or 8.3 hereof, as the case may be; PROVIDED, HOWEVER, that, if the
Company make any payment of principal of, premium, if any, or interest, if
any, on any such Security following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Securities
to receive such payment from the money held by the Trustee or Paying Agent.

                                  ARTICLE IX.
                             AMENDMENTS AND WAIVERS

Section 9.1. WITHOUT CONSENT OF HOLDERS.



                                       39
<PAGE>





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

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

     (b) to comply with Article V;

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

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

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

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

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

Section 9.2. WITH CONSENT OF HOLDERS.

     The Company, the Guarantors and the Trustee may enter into a supplemental
indenture with the written consent of the Holders of at least a majority in
principal amount of the outstanding Securities of each Series affected by such
supplemental indenture (including consents obtained in connection with a tender
offer or exchange offer for the Securities of such Series), for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying in
any manner the rights of the Securityholders of each such Series. Except as
provided in Section 6.13, the Holders of at least a majority in principal amount
of the outstanding Securities of each Series affected by such waiver by notice
to the Trustee (including consents obtained in connection with a tender offer or
exchange offer for the Securities of such Series) may waive compliance by the
Company with any provision of this Indenture or the Securities with respect to
such Series.

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



                                       40
<PAGE>




Section 9.3. LIMITATIONS.

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

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

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

     (c) reduce the principal of or change the Stated Maturity of any Security
         or alter any of the provisions with respect to the redemption of the
         Security in a manner adverse to the Holders of the Security;

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

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

     (f) make any change in the provisions of this Indenture relating to waivers
         of past Defaults or the rights of Holders of the Securities of any
         Series to receive payments of principal of or premium, if any, or
         interest on such Security;

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

     (h) make any change in the foregoing amendment and waiver provisions.

Section 9.4. COMPLIANCE WITH TRUST INDENTURE ACT.

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

Section 9.5. REVOCATION AND EFFECT OF CONSENTS.

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



                                       41
<PAGE>




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

Section 9.6. NOTATION ON OR EXCHANGE OF SECURITIES.

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

Section 9.7. TRUSTEE TO SIGN AMENDMENTS; TRUSTEE PROTECTED.

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

                                   ARTICLE X.
                                  MISCELLANEOUS

Section 10.1. TRUST INDENTURE ACT CONTROLS.

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

Section 10.2. NOTICES.

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

     If to the Company or any Guarantor:

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



                                       42
<PAGE>





     With a copy to:

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

     If to the Trustee:

                           The Bank of New York
                           101 Barclay Street, Floor 21W
                           New York, New York 10286
                           Telecopier No.:  (212) 815-5915
                           Attention:  Corporate Trust Trustee Administration

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

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

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

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

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

Section 10.3. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

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



                                       43
<PAGE>





Section 10.4. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

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

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

Section 10.5. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

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

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

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

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

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

Section 10.6. RULES BY TRUSTEE AND AGENTS.

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

Section 10.7. LEGAL HOLIDAYS.

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



                                       44
<PAGE>




Section 10.8. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
STOCKHOLDERS.

     No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, shall have any liability
for any obligations of the Company or any Guarantor under the Securities of any
Series, the Subsidiary Guarantees, this Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of
Securities of any Series, by accepting a Security and the related Subsidiary
Guarantees waives and releases all such liability. The waiver and release are
part of the consideration for issuance of the Series of Securities and the
Subsidiary Guarantees.

Section 10.9. COUNTERPARTS.

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

Section 10.10. GOVERNING LAWS.

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

Section 10.11. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

Section 10.12. SUCCESSORS.

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

Section 10.13. SEVERABILITY.

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

Section 10.14. TABLE OF CONTENTS, HEADINGS, ETC.

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



                                       45
<PAGE>





Section 10.15. SECURITIES IN A FOREIGN CURRENCY OR IN ECU.

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

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

Section 10.16. JUDGMENT CURRENCY.

     The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of or
interest or other amount on the Securities of any Series (the "Required
Currency") into a currency in which a judgment will be rendered (the "Judgment
Currency"), the rate of exchange used shall be the rate at which in accordance
with normal banking procedures the Trustee could purchase in The City of New
York the Required Currency with the Judgment Currency on the day on which final
unappealable judgment is entered, unless such day is not a New York Banking Day,
then, the rate of exchange used shall be the rate at which in accordance with
normal banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the New York Banking Day
preceding the day on which final unappealable judgment is entered and (b) its
obligations under this Indenture to make payments in the Required Currency (i)
shall not be



                                       46
<PAGE>




discharged or satisfied by any tender, any recovery pursuant to any judgment
(whether or not entered in accordance with subsection (a)), in any currency
other than the Required Currency, except to the extent that such tender or
recovery shall result in the actual receipt, by the payee, of the full amount of
the Required Currency expressed to be payable in respect of such payments, (ii)
shall be enforceable as an alternative or additional cause of action for the
purpose of recovering in the Required Currency the amount, if any, by which such
actual receipt shall fall short of the full amount of the Required Currency so
expressed to be payable, and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in The City of New York on which banking institutions are
authorized or required by law, regulation or executive order to close.

                                  ARTICLE XI.
                                  SINKING FUNDS

Section 11.1. APPLICABILITY OF ARTICLE.

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of the Securities of a Series, except as otherwise permitted or
required by any form of Security of such Series issued pursuant to this
Indenture.

     The minimum amount of any sinking fund payment provided for by the terms of
the Securities of any Series is herein referred to as a "mandatory sinking fund
payment" and any other amount provided for by the terms of Securities of such
Series is herein referred to as an "optional sinking fund payment." If provided
for by the terms of Securities of any Series, the cash amount of any sinking
fund payment may be subject to reduction as provided in Section 11.2. Each
sinking fund payment shall be applied to the redemption of Securities of any
Series as provided for by the terms of the Securities of such Series.

Section 11.2. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

     The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of any Series to be made pursuant to the
terms of such Securities (1) deliver outstanding Securities of such Series to
which such sinking fund payment is applicable (other than any of such Securities
previously called for mandatory sinking fund redemption) and (2) apply as credit
Securities of such Series to which such sinking fund payment is applicable and
which have been redeemed either at the election of the Company pursuant to the
terms of such Series of Securities (except pursuant to any mandatory sinking
fund) or through the application of permitted optional sinking fund payments or
other optional redemptions pursuant to the terms of such Securities, provided
that such Securities have not been previously so credited. Such Securities shall
be received by the Trustee, together with an Officers' Certificate with respect
thereto, not later than 15 days prior to the date on which the Trustee begins
the process of selecting Securities for redemption, and shall be credited for
such purpose by the Trustee at the price specified in such Securities for
redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly. If as a result of the delivery or
credit of Securities in lieu of cash payments pursuant to this Section 11.2, the
principal amount of Securities of such Series to be redeemed in order to exhaust



                                       47
<PAGE>





the aforesaid cash payment shall be less than $100,000, the Trustee need not
call Securities of such Series for redemption, except upon receipt of a Company
Order that such action be taken, and such cash payment shall be held by the
Trustee or a Paying Agent and applied to the next succeeding sinking fund
payment, PROVIDED, HOWEVER, that the Trustee or such Paying Agent shall from
time to time upon receipt of a Company Order pay over and deliver to the Company
any cash payment so being held by the Trustee or such Paying Agent upon delivery
by the Company to the Trustee of Securities of that Series purchased by the
Company having an unpaid principal amount equal to the cash payment required to
be released to the Company.

Section 11.3. REDEMPTION OF SECURITIES FOR SINKING FUND.

     Not less than 45 days (unless otherwise indicated in the Board Resolution,
supplemental indenture hereto or Officers' Certificate in respect of a
particular Series of Securities) prior to each sinking fund payment date for any
Series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that Series pursuant to the terms of that Series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that Series pursuant to Section 11.2, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 30 days (unless otherwise indicated in the Board Resolution,
Officers' Certificate or supplemental indenture in respect of a particular
Series of Securities) before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 3.2 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 3.3. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 3.4, 3.5 and 3.6.

                                  ARTICLE XII.
                              SUBSIDIARY GUARANTEES

Section 12.1. SUBSIDIARY GUARANTEE.

     Each Subsidiary that is a signatory hereto and each Subsidiary of the
Company that in accordance with the terms of any Securities of a Series issued
hereunder pursuant to any supplement indenture relating to such Securities is
required to become party to this Indenture as a guarantor (each, a "GUARANTOR"),
hereby jointly and severally unconditionally guarantees to each Securityholder
of a Security of a Series that is to be guaranteed and that has been
authenticated and delivered by the Trustee irrespective of the validity or
enforceability of this Indenture, the Securities or the obligations of the
Company under this Indenture or the Securities, that: (i) the principal of and
interest on the Securities will be paid in full when due, whether at the
maturity or interest payment or mandatory redemption date, by acceleration, call
for redemption or otherwise, and interest on the overdue principal of and
interest, if any, on the Securities and all other obligations of the Company to
the Securityholders or the Trustee under this Indenture or the Securities will
be promptly paid in full or performed, all in accordance with the terms of this
Indenture and the Securities; and (ii) in case of any extension of time of
payment or renewal of any Securities or any of such other obligations, they will
be paid in full



                                       48
<PAGE>





when due or performed in accordance with the terms of the extension or renewal,
whether at maturity, by acceleration or otherwise. Failing payment when due of
any amount so guaranteed for whatever reason, each Guarantor will be obligated
to pay the same whether or not such failure to pay has become an Event of
Default which could cause acceleration pursuant to Section 6.2 hereof. Each
Guarantor agrees that this is a guarantee of payment not a guarantee of
collection.

     Each Guarantor hereby agrees that its obligations with regard to this
Subsidiary Guarantee shall be joint and several and unconditional, irrespective
of the validity or enforceability of the Securities or the obligations of the
Company under this Indenture, the absence of any action to enforce the same, the
recovery of any judgment against the Company or any other obligor with respect
to this Indenture, the Securities or the obligations of the Company under this
Indenture or the Securities, any action to enforce the same or any other
circumstances (other than complete performance) which might otherwise constitute
a legal or equitable discharge or defense of a Guarantor. Each Guarantor
further, to the extent permitted by law, waives and relinquishes all claims,
rights and remedies accorded by applicable law to guarantors and agrees not to
assert or take advantage of any such claims, rights or remedies, including but
not limited to: (a) any right to require the Trustee, the Securityholders or the
Company (each, a "BENEFITED PARTY") to proceed against the Company or any other
Person or to proceed against or exhaust any security held by a Benefited Party
at any time or to pursue any other remedy in any Benefited Party's power before
proceeding against such Guarantor; (b) the defense of the statute of limitations
in any action hereunder or in any action for the collection of any Indebtedness
or the performance of any obligation hereby guaranteed; (c) any defense that may
arise by reason of the incapacity, lack of authority, death or disability of any
other Person or the failure of a Benefited Party to file or enforce a claim
against the estate (in administration, bankruptcy or any other proceeding) of
any other Person; (d) demand, protest and notice of any kind including but not
limited to notice of the existence, creation or incurring of any new or
additional Indebtedness or obligation or of any action or non-action on the part
of such Guarantor, the Company, any Benefited Party, any creditor of such
Guarantor, the Company or on the part of any other Person whomsoever in
connection with any Indebtedness or obligations hereby guaranteed; (e) any
defense based upon an election of remedies by a Benefited Party, including but
not limited to an election to proceed against such Guarantor for reimbursement;
(f) any defense based upon any statute or rule of law which provides that the
obligation of a surety must be neither larger in amount nor in other respects
more burdensome than that of the principal; (g) any defense arising because of a
Benefited Party's election, in any proceeding instituted under Bankruptcy Law,
of the application of 11 U.S.C. Section 1111(b)(2); or (h) any defense based on
any borrowing or grant of a security interest under 11 U.S.C. Section 364. Each
Guarantor hereby covenants that its Subsidiary Guarantee will not be discharged
except by complete performance of the obligations contained in its Subsidiary
Guarantee and this Indenture.

     If any Securityholder or the Trustee is required by any court or otherwise
to return to either the Company or any Guarantor, or any Custodian acting in
relation to either the Company or such Guarantor, any amount paid by the Company
or such Guarantor to the Trustee or such Securityholder, the applicable
Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated
and be in full force and effect. Each Guarantor agrees that it will



                                       49
<PAGE>


not be entitled to any right of subrogation in relation to the Securityholders
in respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby.

     Each Guarantor further agrees that, as between such Guarantor, on the one
hand, and the Securityholders and the Trustee, on the other hand, (i) the
maturity of the obligations guaranteed hereby may be accelerated as provided in
Section 6.2 hereof for the purposes of this Subsidiary Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration as to the Company or any other obligor on the Securities of the
obligations guaranteed hereby, and (ii) in the event of any declaration of
acceleration of those obligations as provided in Section 6.2 hereof, those
obligations (whether or not due and payable) will forthwith become due and
payable by such Guarantor for the purpose of this Subsidiary Guarantee.

Section 12.2. LIMITATION OF GUARANTOR'S LIABILITY.

     Each Guarantor and, by its acceptance hereof, the Trustee and each
Securityholder hereby confirm that it is its intention that the Subsidiary
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to any Subsidiary Guarantee. To effectuate the foregoing
intention, each such Person hereby irrevocably agrees that the obligation of
such Guarantor under its Subsidiary Guarantee under this Article 12 shall be
limited to the maximum amount as will, after giving effect to such maximum
amount and all other (contingent or other) liabilities of such Guarantor that
are relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under this
Article 12, result in the obligations of such Guarantor in respect of such
maximum amount not constituting a fraudulent transfer or conveyance under said
laws. The Trustee and each Securityholder by accepting the benefits hereof,
confirms its intention that, in the event of a bankruptcy, reorganization or
other similar proceeding of the Company or any Guarantor in which concurrent
claims are made upon such Guarantor hereunder, to the extent such claims will
not be fully satisfied, each such claimant with a valid claim against the
Company shall be entitled to a ratable share of all payments by such Guarantor
in respect of such concurrent claims. For all purposes of this Section 12.2,
Senior Debt shall be deemed to have been incurred prior to the incurrence of the
obligations in respect of the Subsidiary Guarantees.

                                 ARTICLE XIII.
                                 SUBORDINATION

Section 13.1. AGREEMENT TO SUBORDINATE.

     The Company, the Trustee and each Securityholder by accepting a Security
agrees, that the indebtedness and obligations evidenced by the Security (a)
rank PARI PASSU with the Company's Obligations relating to the Existing
Senior Subordinated Securities and (b) are subordinated in right of payment,
to the extent and in the manner provided in this Article, to the prior
payment in full, in cash, of all Obligations with respect to Senior Debt of
the Company (whether outstanding on the date hereof or hereafter created,
incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Debt of the Company.

                                       50
<PAGE>




Section 13.2. LIQUIDATION; DISSOLUTION; BANKRUPTCY.

     Upon any payment or distribution to creditors of the Company in a
liquidation or dissolution of the Company or in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to the Company or its
property, in an assignment for the benefit of creditors or any marshaling of the
Company's assets and liabilities:

     (1) holders of Senior Debt of the Company shall be entitled to receive
         payment in full in cash of all Obligations due in respect of such
         Senior Debt of the Company (including interest after the commencement
         of any such proceeding at the rate specified in the applicable Senior
         Debt of the Company, whether or not allowed as a claim in such
         proceeding) before Securityholders shall be entitled to receive any
         payment or distribution from the Company with respect to the
         Securities; and

     (2) until all Obligations with respect to Senior Debt of the Company (as
         provided in subsection (1) above) are paid in full in cash, any
         payment or distribution to which the Trustee or any Securityholder
         would be entitled but for this Article shall be made to holders of
         Senior Debt of the Company, as their interests may appear.

Section 13.3. DEFAULT ON DESIGNATED SENIOR DEBT.

     The Company may not make any payment or distribution upon or in respect of
the Securities, including, without limitation, by way of set-off or otherwise,
or redeem (or make a deposit in redemption of), defease or acquire any of the
Securities, for cash, properties or securities if:

          (i) a default in the payment of any principal, premium, if any, or
              interest or other Obligations (a "PAYMENT DEFAULT") with respect
              to Senior Debt of the Company occurs and is continuing; or

          (ii) a default (other than a Payment Default) or any event that, after
               notice or passage of time would become a default (a "NON-MONETARY
               DEFAULT"), on Senior Debt of the Company occurs and is continuing
               that then permits holders of the Senior Debt of the Company to
               accelerate its maturity and the Trustee receives a notice of the
               default (a "PAYMENT BLOCKAGE NOTICE") from a Person who may give
               it pursuant to Section 13.11 hereof. Any number of such Payment
               Blockage Notices may be given, PROVIDED, HOWEVER, that (i) not
               more than one Payment Blockage Notice may be commenced during any
               period of 360 consecutive days and (ii) any Non-Monetary Default
               that existed or was continuing on the date of delivery of any
               such notice to the Trustee (to the extent the holder of
               Designated Senior Debt, or such trustee or agent, giving such
               Payment Blockage Notice had knowledge of the same) shall not be
               the basis for a subsequent Payment Blockage Notice, unless such
               default has been cured or waived for a period of not less than 90
               days.



                                       51
<PAGE>



     The Company may and shall resume payments on and distributions in respect
of the Securities and all Obligations with respect thereto, and may acquire such
Securities or Obligations upon the earlier of:

     (1) in the case of a payment default, the date upon which such default is
         cured or waived, or

     (2) in the case of a Non-Monetary Default, on the earlier of the date on
         which such Non-Monetary Default is cured or waived or 179 days after
         the date on which the applicable Payment Blockage Notice is received,
         if the maturity of such Senior Debt of the Company has not been
         accelerated,

if this Article 13 otherwise permits the payment, distribution or acquisition at
the time thereof.

Section 13.4. ACCELERATION OF SECURITIES.

          If payment of the Securities is accelerated because of an Event of
Default, the Company shall promptly notify Representatives of the holders of
Senior Debt of the Company of the acceleration.

Section 13.5. WHEN DISTRIBUTION MUST BE PAID OVER.

     In the event that the Trustee or any Securityholder receives from the
Company any payment of any Obligations with respect to the Securities at a time
when the Trustee or such Securityholder, as applicable, has actual knowledge
that such payment is prohibited by Section 13.2 or 13.3 hereof, such payment
shall be held by the Trustee or such Securityholder in trust for the benefit of,
and shall be paid forthwith over and delivered upon written request to, the
holders of Senior Debt of the Company, as their interests may appear, or their
Representative under the indenture or other agreement (if any) pursuant to which
Senior Debt of the Company may have been issued, as their respective interests
may appear, for application to the payment of all Obligations with respect to
Senior Debt of the Company remaining unpaid to the extent necessary to pay such
Obligations in full in accordance with their terms, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Debt of the
Company.

     With respect to the holders of Senior Debt of the Company, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article 13, and no implied covenants or
obligations with respect to the holders of Senior Debt of the Company shall be
read into this Indenture against the Trustee. The Trustee shall not be deemed to
owe any fiduciary duty to the holders of Senior Debt of the Company, and shall
not be liable to any such holders if the Trustee shall pay over or distribute to
or on behalf of Securityholders or the Company or any other Person money or
assets to which any holders of Senior Debt of the Company shall be entitled by
virtue of this Article 13, except if such payment is made as a result of the
willful misconduct or gross negligence of the Trustee.



                                       52
<PAGE>




Section 13.6. NOTICE BY COMPANY.

     The Company shall promptly notify the Trustee and the Paying Agent of any
facts known to the Company that would cause a payment of any Obligations with
respect to the Securities to violate this Article, but failure to give such
notice shall not affect the subordination of the Securities to the Senior Debt
of the Company as provided in this Article.

Section 13.7. SUBROGATION.

     After all Obligations with respect to Senior Debt of the Company are paid
in full, in cash, and until the Securities are paid in full, Securityholders
shall be subrogated (equally and ratably with all other Indebtedness PARI PASSU
with the Securities) to the rights of holders of Senior Debt of the Company to
receive distributions applicable to Senior Debt of the Company to the extent
that distributions otherwise payable to the Securityholders have been applied to
the payment of Senior Debt of the Company. A distribution made under this
Article to holders of Senior Debt of the Company that otherwise would have been
made to Securityholders is not, as between the Company and Securityholders, a
payment by the Company on the Securities.

Section 13.8. RELATIVE RIGHTS.

     This Article defines the relative rights of Securityholders and holders of
Senior Debt of the Company. Nothing in this Indenture shall:

     (1) impair, as between the Company and Securityholders, the obligation of
         the Company, which is absolute and unconditional, to pay principal of
         and interest on the Securities in accordance with their terms;

     (2) affect the relative rights of Securityholders and creditors of the
         Company other than their rights in relation to holders of Senior Debt
         of the Company; or

     (3) prevent the Trustee or any Securityholder from exercising its available
         remedies upon a Default or Event of Default, subject to the rights of
         holders and owners of Senior Debt of the Company to receive
         distributions and payments otherwise payable to Securityholders.

     If the Company fails because of this Article 13 to pay principal of,
premium or interest on a Security on the due date, the failure is still a
Default or Event of Default.

Section 13.9. SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

     No right of any holder of Senior Debt of the Company to enforce the
subordination of the Indebtedness evidenced by the Securities shall be impaired
by any act or failure to act by the Company or any Securityholder or by the
failure of the Company or any Securityholder to comply with this Indenture.

Section 13.10. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

     Whenever a distribution is to be made or a notice given to holders of
Senior Debt of the Company, the distribution may be made and the notice given to
their Representative.



                                       53
<PAGE>




     Upon any payment or distribution of assets of the Company referred to in
this Article 13, the Trustee and the Securityholders shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Securityholders
for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Debt of the Company and other
Indebtedness of the Company, the amount or amounts thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article 13.

Section 13.11. RIGHTS OF TRUSTEE AND PAYING AGENT.

     Notwithstanding the provisions of this Article 13 or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts that would prohibit the making of any payment or distribution by
the Trustee, and the Trustee and the Paying Agent may continue to make payments
on the Securities, unless the Trustee shall have received at its Corporate Trust
Office at least one Business Day prior to the date of such payment a Payment
Blockage Notice. Only the holders or the Representative of holders of Designated
Senior Debt of the Company may give a Payment Blockage Notice. Nothing in this
Article 13 shall impair the claims of, or payments to, the Trustee under or
pursuant to Section 7.7 hereof.

     The Trustee in its individual or any other capacity may hold Senior Debt of
the Company with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights.

Section 13.12. AUTHORIZATION TO EFFECT SUBORDINATION.

     Each Securityholder of a Security by the Securityholder's acceptance
thereof authorizes and directs the Trustee on the Securityholder's behalf to
take such action as may be necessary or appropriate to effectuate the
subordination as provided in this Article 13, and appoints the Trustee to act as
the Securityholder's attorney-in-fact for any and all such purposes. If the
Trustee does not file a proper proof of claim or proof of debt in the form
required in any proceeding referred to in Section 6.4 hereof at least 30 days
before the expiration of the time to file such claim, the Representatives of the
Senior Debt of the Company are hereby authorized to file an appropriate claim
for and on behalf of the Securityholders of the Securities.

Section 13.13. AMENDMENTS.

     The provisions of this Article 13 shall not be amended or modified without
the written consent of the holders of all Senior Debt of the Company.

Section 13.14. SUBORDINATION OF SUBSIDIARY GUARANTEES.

     Each Guarantor, the Trustee, and each Securityholder by accepting a
Security agrees, that the indebtedness and obligations under the Subsidiary
Guarantees (a) rank PARI PASSU with the Guarantor's guarantees of the
Existing Senior Subordinated Securities and (b) are subordinated in right of
payment, to the extent and in the manner provided in this Article 13, to the
prior payment in full, in cash, of all Obligations with respect to Senior
Debt of such Guarantor (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed), and that the subordination is for
the benefit of the holders of Senior Debt of such Guarantor.

                                       54
<PAGE>



Section 13.15. LIQUIDATION; DISSOLUTION; BANKRUPTCY OF A GUARANTOR.

     Upon any payment or distribution to creditors of any Guarantor in a
liquidation or dissolution of such Guarantor or in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to such Guarantor or its
property, in an assignment for the benefit of creditors or any marshaling of
such Guarantor's assets and liabilities:

     (1) holders of Senior Debt of such Guarantor shall be entitled to receive
         payment in full in cash of all Obligations due in respect of such
         Senior Debt of such Guarantor (including interest after the
         commencement of any such proceeding at the rate specified in the
         applicable Senior Debt of such Guarantor, whether or not allowed as a
         claim in such proceeding) before the Securityholders shall be entitled
         to receive any payment or distribution from the Guarantor with respect
         to such Guarantor's Subsidiary Guarantee; and

     (2) until all Obligations with respect to Senior Debt of such Guarantor (as
         provided in subsection (1) above) are paid in full in cash, any
         payment or distribution to which the Trustee or any Securityholder
         would be entitled but for this Article shall be made to holders of
         Senior Debt of such Guarantor, as their interests may appear.

Section 13.16. DEFAULT ON SENIOR DEBT OF THE GUARANTOR.

     No Guarantor shall make any payment or distribution upon or in respect of
the Securities or its Subsidiary Guarantee, including, without limitation, by
way of set-off or otherwise, or redeem (or make a deposit in redemption of),
defease or acquire any of the Securities, for cash, properties or securities if:

          (i) a Payment Default with respect to Senior Debt of such Guarantor
              occurs and is continuing; or

          (ii) a Non-Monetary Default on Senior Debt of such Guarantor occurs
               and is continuing that then permits holders of the Senior Debt of
               such Guarantor to accelerate its maturity and the Trustee
               receives a Payment Blockage Notice from a Person who may give it
               pursuant to Section 13.24 hereof. Any number of such Payment
               Blockage Notices may be given, PROVIDED, HOWEVER, that (i) not
               more than one Payment Blockage Notice may be commenced during any
               period of 360 consecutive days and (ii) any default or event of
               default that existed or was continuing on the date of delivery of
               any Payment Blockage Notice to the Trustee (to the extent the
               holder of Designated Senior Debt, or such trustee or agent,
               giving such Payment Blockage Notice had knowledge of the same)
               shall not be the basis for a subsequent Payment Blockage Notice
               pursuant to Section 13.24 herein, unless such default has been
               cured or waived for a period of not less than 90 consecutive
               days.



                                       55
<PAGE>



     Each Guarantor may and shall resume payments on and distributions in
respect of its Subsidiary Guarantee, the Securities and all Obligations with
respect thereto, and may acquire such Securities or Obligations upon the earlier
of:

     (1) in the case of a payment default, the date upon which such default is
         cured or waived, or

     (2) in the case of a Non-Monetary Default, on the earlier of the date on
         which such Non-Monetary Default is cured or waived or 179 days after
         the date on which the applicable Payment Blockage Notice is received,
         if the maturity of such Senior Debt of such Guarantor has not been
         accelerated,

if this Article 13 otherwise permits the payment, distribution or acquisition at
the time thereof.

Section 13.17. ACCELERATION OF SECURITIES; DUTIES OF GUARANTORS.

     If payment of the Securities is accelerated because of an Event of Default,
each Guarantor shall promptly notify the Representative of the holders of Senior
Debt of such Guarantor of the acceleration.

Section 13.18. WHEN DISTRIBUTION FROM GUARANTOR MUST BE PAID OVER.

     In the event that the Trustee or any Securityholder receives from a
Guarantor any payment of any Obligations with respect to the Securities or the
Subsidiary Guarantees at a time when the Trustee or such Securityholder, as
applicable, has actual knowledge that such payment is prohibited by Section
13.15 or 13.16 hereof, such payment shall be held by the Trustee or such
Securityholder, in trust for the benefit of, and shall be paid forthwith over
and delivered upon written request to, the holders of Senior Debt of such
Guarantor, as their interests may appear, or their Representative under the
indenture or other agreement (if any) pursuant to which Senior Debt of such
Guarantor may have been issued, as their respective interests may appear, for
application to the payment of all Obligations with respect to Senior Debt of
such Guarantor remaining unpaid to the extent necessary to pay such Obligations
in full in accordance with their terms, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Debt of such Guarantor.

     With respect to the holders of Senior Debt of any Guarantor, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article 13, and no implied covenants or
obligations with respect to the holders of Senior Debt of such Guarantor shall
be read into this Indenture against the Trustee. The Trustee shall not be deemed
to owe any fiduciary duty to the holders of Senior Debt of such Guarantor, and
shall not be liable to any such holders if the Trustee shall pay over or
distribute to or on behalf of Securityholders or the Company or any other Person
money or assets to which any holders of Senior Debt of such Guarantor shall be
entitled by virtue of this Article 13, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.



                                       56
<PAGE>




Section 13.19. NOTICE BY A GUARANTOR.

     Each Guarantor shall promptly notify the Trustee and the Paying Agent of
any facts known to such Guarantor that would cause a payment of any Obligations
with respect to the Securities or its Subsidiary Guarantee to violate this
Article, but failure to give such notice shall not affect the subordination of
its Subsidiary Guarantee or of the Securities to the Senior Debt of such
Guarantor as provided in this Article 13.

Section 13.20. SUBROGATION WITH RESPECT TO ANY GUARANTOR.

     With respect to any Guarantor, after all Obligations with respect to Senior
Debt of such Guarantor is paid in full, in cash, and until the Securities are
paid in full, Securityholders shall be subrogated (equally and ratably with all
other Indebtedness PARI PASSU with such Guarantor's Subsidiary Guarantee) to the
rights of holders of Senior Debt of such Guarantor to receive distributions
applicable to Senior Debt of such Guarantor to the extent that distributions
otherwise payable to the Securityholders have been applied to the payment of
Senior Debt of such Guarantor. A distribution made under this Article to holders
of Senior Debt of such Guarantor that otherwise would have been made to
Securityholders is not, as between such Guarantor and Securityholders, a payment
by such Guarantor on the Securities or the Subsidiary Guarantee.

Section 13.21. RELATIVE RIGHTS WITH RESPECT TO ANY GUARANTOR.

     This Article defines the relative rights of Securityholders and holders of
Senior Debt of each Guarantor. Nothing in this Indenture shall:

     (1) impair, as between such Guarantor and the Securityholders, the
         obligation of such Guarantor, which is absolute and unconditional, to
         pay principal of and interest on the Securities in accordance with the
         terms of its Subsidiary Guarantee;

     (2) affect the relative rights of Securityholders and creditors of such
         Guarantor other than their rights in relation to holders of Senior
         Debt of such Guarantor; or

     (3) prevent the Trustee or any Securityholder from exercising its available
         remedies upon a Default or Event of Default, subject to the rights of
         holders of Senior Debt of such Guarantor set forth herein to receive
         distributions and payments otherwise payable to Securityholders.

     If any Guarantor fails because of this Article 13 to pay principal of,
premium or interest on a Security on the due date, the failure is still a
Default or Event of Default.

Section 13.22. SUBORDINATION MAY NOT BE IMPAIRED BY ANY GUARANTOR.

     With respect to any Guarantor, no right of any holder of Senior Debt of
such Guarantor to enforce the subordination of the Indebtedness evidenced by the
Subsidiary Guarantee shall be impaired by any act or failure to act by such
Guarantor or any Securityholder or by failure of such Guarantor or any
Securityholder to comply with this Indenture.



                                       57
<PAGE>




Section 13.23. DISTRIBUTION OR NOTICE TO REPRESENTATIVE WITH RESPECT TO ANY
GUARANTOR.

     With respect to any Guarantor, whenever a distribution is to be made or a
notice given to holders of Senior Debt of such Guarantor, the distribution may
be made and the notice given to their Representative.

     Upon any payment or distribution of assets of any Guarantor referred to in
this Article 13, the Trustee and the Securityholders shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Securityholders
for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Debt of such Guarantor and other
Indebtedness of such Guarantor, the amount or amounts thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article 13.

Section 13.24. RIGHTS OF TRUSTEE AND PAYING AGENT WITH RESPECT TO ANY GUARANTOR.

     Notwithstanding the provisions of this Article 13 or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts that would prohibit the making of any payment or distribution by
the Trustee, and the Trustee and the Paying Agent may continue to make payments
on the Securities, unless the Trustee shall have received at its Corporate Trust
Office at least one Business Day prior to the date of such payment a Payment
Blockage Notice. Only the Representative of holders of Designated Senior Debt
may give a Payment Blockage Notice. Nothing in this Article 13 shall impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.7 hereof.

     With respect to any Guarantor, the Trustee in its individual or any other
capacity may hold Senior Debt of such Guarantor with the same rights it would
have if it were not Trustee. Any Agent may do the same with like rights.

Section 13.25. AUTHORIZATION TO EFFECT SUBORDINATION WITH RESPECT TO ANY
GUARANTOR.

     Each Securityholder of a Security by the Securityholder's acceptance
thereof authorizes and directs the Trustee on the Securityholder's behalf to
take such action as may be necessary or appropriate to effectuate the
subordination as provided in this Article 13, and appoints the Trustee to act as
the Securityholder's attorney-in-fact for any and all such purposes. If the
Trustee does not file a proper proof of claim or proof of debt in the form
required in any proceeding relative to any Guarantor referred to in Section 6.4
hereof at least 30 days before the expiration of the time to file such claim,
the Representatives of Senior Debt of such Guarantor are hereby authorized to
file an appropriate claim for and on behalf of the Securityholders of the
Securities.

Section 13.26. AMENDMENTS WITH RESPECT TO ANY GUARANTOR.

     With respect to any Guarantor, the provisions of Section 13.14 through
13.26 hereof shall not be amended or modified without the written consent of the
holders of all Senior Debt of such Guarantor.




                                       58
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the date and year first written above.



     IRON MOUNTAIN INCORPORATED


            By:
               ---------------------------------------------
               Name:
               Title:


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


            By:
               ---------------------------------------------
               Name:
               Title:


            IRON MOUNTAIN/NATIONAL UNDERGROUND STORAGE, LLC
            IRON MOUNTAIN CONSULTING SERVICES, LLC
            IRON MOUNTAIN CONFIDENTIAL DESTRUCTION LLC

            By: Iron Mountain Records Management, Inc.,
                its sole Member


            By:
               ---------------------------------------------------
               Name:
               Title:


                           [Indenture Signature Page]


<PAGE>



            IRON MOUNTAIN GLOBAL LLC

            By:  Iron Mountain Global, Inc., its sole Member

            By:
               ---------------------------------------------------
               Name:
               Title:


            ARCUS DATA SECURITY LLC

            By:  Arcus Data Security, Inc., its sole Member

            By:
               ---------------------------------------------------
               Name:
               Title:


            THE BANK OF NEW YORK, as Trustee


            By:
               ---------------------------------------------------
               Name:
               Title:
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>a2044106zex-4_2.txt
<DESCRIPTION>EXHIBIT 4.2
<TEXT>

<PAGE>

                                                                     EXHIBIT 4.2








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

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




                           IRON MOUNTAIN INCORPORATED

                                       AND

                              THE BANK OF NEW YORK,
                                   as Trustee


                    8 5/8% Senior Subordinated Notes due 2013


                          FIRST SUPPLEMENTAL INDENTURE


                            Dated as of April 3, 2001


                                       TO


                             SUBORDINATED INDENTURE


                            Dated as of April 3, 2001




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

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





<PAGE>





                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                        <C>
ARTICLE 1. DEFINITIONS........................................................1

  Section 1.1. DEFINITIONS....................................................1

ARTICLE 2. FORM AND TERMS OF THE NOTES.......................................19

  Section 2.1. FORM AND DATING...............................................19
  Section 2.2. EXECUTION AND AUTHENTICATION..................................20
  Section 2.3. DEPOSITORY AND PAYING AGENT FOR NOTES.........................20
  Section 2.4. TRANSFER AND EXCHANGE OF NOTES................................20
  Section 2.5. REDEMPTION....................................................22
  Section 2.6. COVENANTS.....................................................25
     (a) Reports.............................................................25
     (b) Restricted Payments.................................................26
     (c) Incurrence of Indebtedness and Issuance of Preferred Stock..........28
     (d) Liens...............................................................29
     (e) Dividend and Other Payment Restrictions Affecting
           Restricted Subsidiaries...........................................30
     (f) Transactions with Affiliates........................................31
     (g) Certain Senior Subordinated Debt....................................32
     (h) Additional Subsidiary Guarantees....................................32
     (i) Designation of Unrestricted Subsidiaries............................33
     (j) Limitation on Sale and Leaseback Transactions.......................34
     (k) Asset Sales.........................................................34
     (l) Change of Control Offer.............................................37
     (m) Corporate Existence.................................................38
  Section 2.7.  MERGERS, CONSOLIDATIONS OR SALE OF ASSETS....................39
  Section 2.8.  EVENTS OF DEFAULT............................................40
  Section 2.9.  ACCELERATION.................................................41
  Section 2.10. AMENDMENTS AND WAIVERS.......................................42
  Section 2.11. SUBSIDIARY GUARANTEES........................................45
  Section 2.12. LEGAL DEFEASANCE AND COVENANT DEFEASANCE.....................45
  Section 2.13. SUBORDINATION................................................45

ARTICLE 3. MISCELLANEOUS.....................................................46

  Section 3.1.  EFFECT OF HEADINGS...........................................46
  Section 3.2.  SUCCESSORS AND ASSIGNS.......................................46
  Section 3.3.  SEPARABILITY CLAUSE..........................................46
  Section 3.4.  GOVERNING LAW................................................47
  Section 3.5   FIRST SUPPLEMENT TO SUPERSEDE INDENTURE......................47
</TABLE>

EXHIBITS

Exhibit A FORM OF NOTES
Exhibit B FORM OF SUPPLEMENTAL INDENTURE


                                        i
<PAGE>



     THIS FIRST SUPPLEMENTAL INDENTURE, dated as of April 3, 2001 ("FIRST
SUPPLEMENTAL INDENTURE"), is by and among IRON MOUNTAIN INCORPORATED, a
Pennsylvania corporation, having its principal office at 745 Atlantic Avenue,
Boston, Massachusetts 02111, the Guarantors signatory hereto and THE BANK OF NEW
YORK, a New York banking corporation, as trustee, having its principal corporate
trust office at 101 Barclay Street, 21st Floor, New York, NY 10286.

                                   WITNESSETH:

     WHEREAS, the Company and The Bank of New York, acting as trustee, executed
and delivered a Subordinated Indenture, dated as of April 3, 2001 (the
"INDENTURE"), to provide for the issuance by the Company from time to time of
Securities to be issued in one or more series as provided in the Indenture;

     WHEREAS, the issuance and sale of up to $500,000,000 aggregate principal
amount of a series of the Company's Securities (the "NOTES") have been
authorized by resolutions adopted by the Board of Directors of the Company on
March 6, 2001;

     WHEREAS, the Company desires to issue and sell $225,000,000 aggregate
principal amount of the Notes on the date hereof;

     WHEREAS, the Company desires to enter into this First Supplemental
Indenture pursuant to Section 9.1(e) of the Indenture to supplement the
Indenture to establish the form and terms of the Notes; and

     NOW, THEREFORE, for and in consideration of the premises stated herein and
the purchase of the Notes by the Holders thereof, the parties hereto hereby
enter into this First Supplemental Indenture, for the equal and proportionate
benefit of all Holders of Notes, as follows:



                                   ARTICLE 1.

                                   DEFINITIONS

Section 1.1. DEFINITIONS.

     (a) All of the terms used in this First Supplemental Indenture which are
defined in the Indenture shall have the meanings specified in the Indenture,
unless otherwise defined herein (in which case they shall have the meanings
defined herein for the purposes of the Indenture as well as for the First
Supplemental Indenture) or unless the context otherwise requires, and for the
purposes of this First Supplemental Indenture, the following terms have the
meanings set forth in this Section:

     "ACQUIRED DEBT" means, with respect to any specified Person:

          (1) Indebtedness of any other Person, existing at the time such other
     Person merged with or into or became a Subsidiary of such specified Person,
     including Indebtedness incurred in connection with, or in contemplation of,
     such other Person merging with or into or becoming a Subsidiary of such
     specified Person and

          (2) Indebtedness encumbering any asset acquired by such specified
     Person.

<PAGE>


     "ACQUISITION EBITDA" means, as of any date of determination, with respect
to an Acquisition EBITDA Entity, the sum of:

          (1) EBITDA of such Acquisition EBITDA Entity for its last fiscal
     quarter for which financial statements are available at such date of
     determination (adjusted to give pro forma effect to any acquisition or
     disposition of a business or Person by such Acquisition EBITDA Entity
     consummated during the period covered by, or after the date of, such
     quarterly financial statements), multiplied by four (or if such quarterly
     statements are not available, EBITDA for the most recent fiscal year for
     which financial statements are available), plus

          (2) projected quantifiable improvements in operating results (on an
     annualized basis) due to cost reductions calculated in good faith by the
     Company or one of its Restricted Subsidiaries, as certified by an Officers'
     Certificate filed with the Trustee, without giving effect to any operating
     losses of the acquired Person.

     "ACQUISITION EBITDA ENTITY" means, as of any date of determination, a
business or Person:

          (1) which has been acquired by the Company or one of its Restricted
     Subsidiaries and with respect to which financial results on a consolidated
     basis with the Company have not been made available for an entire fiscal
     quarter or

          (2) which is to be acquired in whole or in part with Indebtedness, the
     incurrence of which will require the calculation on such date of the
     Acquisition EBITDA of such Acquisition EBITDA Entity for purposes of
     Section 4.8 of the Indenture.

     "ADDITIONAL NOTES" means up to $275,000,000 aggregate principal amount of
the Company's 8 5/8% Senior Subordinated Notes due 2013 (other than the Initial
Notes) issued under this First Supplemental Indenture in accordance with Section
2.2 hereof as part of the same series as the Initial Notes.

     "ADJUSTED EBITDA" means, as of any date of determination and without
duplication, the sum of:

          (1) EBITDA of the Company and its Restricted Subsidiaries for the most
     recent fiscal quarter for which internal financial statements are available
     at such date of determination, multiplied by four and

          (2) Acquisition EBITDA of each business or Person that is an
     Acquisition EBITDA Entity as of such date of determination, multiplied by a
     fraction, (i) the numerator of which is three minus the number of months
     (and/or any portion thereof) in such most recent fiscal quarter for which
     the financial results of such Acquisition EBITDA Entity are included in the
     EBITDA of the Company and its Restricted Subsidiaries under clause (1)
     above, and (ii) the denominator of which is three.


                                       2
<PAGE>




     The effects of unusual items, including merger-related expenses permitted
     to be shown as a separate line item on a statement of operations in
     accordance with GAAP, or non-recurring items in respect of the Company, a
     Restricted Subsidiary or an Acquisition EBITDA Entity occurring in any
     period shall be excluded in the calculation of Adjusted EBITDA.

     "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 purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided, however,
that beneficial ownership of 10% or more of the voting securities of a Person
shall be deemed to be control.

     "AGENT MEMBERS" means members of, or participants in, the Depository.

     "ATTRIBUTABLE INDEBTEDNESS" in respect of a Sale and Leaseback Transaction
means, as of the time of determination, the greater of:

          (1) the fair market value of the property subject to such arrangement
     (as determined by the Board of Directors of the Company) and

          (2) the present value (discounted at the rate of interest implicit in
     such transaction) of the total obligations of the lessee for rental
     payments during the remaining terms of the lease included in such Sale and
     Leaseback Transaction (including any period for which such lease has been
     extended).

     "CAPITAL LEASE OBLIGATION" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that would
at such time be so required to be capitalized on the balance sheet in accordance
with GAAP.

     "CAPITAL STOCK" means any and all shares, interests, participations, rights
or other equivalents (however designated) of corporate stock, including, without
limitation, with respect to partnerships, partnership interests (whether general
or limited) and any other interest or participation that confers on a Person the
right to receive a share of the profits and losses of, or distributions of
assets of, such partnership.

     "CASH EQUIVALENTS" means:

          (1) securities with maturities of one year or less from the date of
     acquisition, issued, fully guaranteed or insured by the United States
     Government or any agency thereof;

          (2) certificates of deposit, time deposits, overnight bank deposits,
     bankers acceptances and repurchase agreements issued by a Qualified Issuer
     having maturities of 270 days or less from the date of acquisition;



                                       3
<PAGE>



          (3) commercial paper of an issuer rated at least A-2 by Standard &
     Poor's Rating Group, a division of McGraw Hill, Inc., or P-2 by Moody's
     Investors Service, or carrying an equivalent rating by a nationally
     recognized rating agency if both of the two named rating agencies cease
     publishing ratings of investments and having maturities of 270 days or less
     from the date of acquisition;

          (4) money market accounts or funds with or issued by Qualified
     Issuers; and

          (5) Investments in money market funds substantially all of the assets
     of which are comprised of securities and other obligations of the types
     described in clauses (1) through (3) above.

     "CHANGE OF CONTROL" means the occurrence of any of the following events:

          (1) any "person" or "group" (as such terms are used in Sections 13(d)
     and 14(d) of the Exchange Act), other than the Principal Stockholders (or
     any of them), is or becomes the "beneficial owner" (as defined in Rules
     13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more
     than a majority of the voting power of all classes of Voting Stock of the
     Company;

          (2) the Company consolidates with, or merges with or into, another
     Person or conveys, transfers, leases or otherwise disposes of all or
     substantially all of its assets to any Person, or any Person consolidates
     with, or merges with or into, the Company, in any such event pursuant to a
     transaction in which the outstanding Voting Stock of the Company is
     converted into or exchanged for cash, securities or other property, other
     than any such transaction where (i) the outstanding Voting Stock of the
     Company is not converted or exchanged at all (except to the extent
     necessary to reflect a change in the jurisdiction of incorporation) or is
     converted into or exchanged for (A) Voting Stock (other than Disqualified
     Stock) of the surviving or transferee Person or (B) cash, securities and
     other property (other than Capital Stock described in the foregoing clause
     (A)) of the surviving or transferee Person in an amount that could be paid
     as a Restricted Payment pursuant to Section 2.6(b) of this First
     Supplemental Indenture (Section 4.7 of the Indenture) and (ii) immediately
     after such transaction, no "person" or "group" (as such terms are used in
     Sections 13(d) and 14(d) of the Exchange Act), other than the Principal
     Stockholders (or any of them), is the "beneficial owner" (as defined in
     Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of
     more than a majority of the total outstanding Voting Stock of the surviving
     or transferee Person;

          (3) during any consecutive two-year period, individuals who at the
     beginning of such period constituted the Board of Directors (together with
     any new directors whose election to such Board of Directors, or whose
     nomination for election by the stockholders of the Company, was approved by
     a vote of 66 2/3% of the directors then still in office who were either
     directors at the beginning of such period or whose election or nomination
     for election was previously so approved) cease for any reason to constitute
     a majority of the Board of Directors then in office; or


                                       4
<PAGE>


          (4) the Company is liquidated or dissolved or adopts a plan of
     liquidation or dissolution other than in a transaction which complies with
     Section 2.7 of the First Supplemental Indenture (Section 5.1 of the
     Indenture).

     "CONSOLIDATED ADJUSTED NET INCOME" means, for any period, the net income
(or net loss) of the Company and its Restricted Subsidiaries for such period as
determined on a consolidated basis in accordance with GAAP, adjusted to the
extent included in calculating such net income or loss by excluding:

          (1) any net after-tax extraordinary gains or losses (less all fees and
     expenses relating thereto);

          (2) any net after-tax gains or losses (less all fees and expenses
     relating thereto) attributable to Asset Sales;

          (3) the portion of net income (or loss) of any Person (other than the
     Company or a Restricted Subsidiary), including Unrestricted Subsidiaries,
     in which the Company or any Restricted Subsidiary has an ownership
     interest, except to the extent of the amount of dividends or other
     distributions actually paid to the Company or any Restricted Subsidiary in
     cash dividends or distributions by such Person during such period; and

          (4) the net income (or loss) of any Person combined with the Company
     or any Restricted Subsidiary on a "pooling of interests" basis attributable
     to any period prior to the date of combination.

     "CONSOLIDATED INCOME TAX EXPENSE" means, for any period, the provision for
federal, state, local and foreign income taxes of the Company and its Restricted
Subsidiaries for such period as determined on a consolidated basis in accordance
with GAAP.

     "CONSOLIDATED INTEREST EXPENSE" means, for any period, without duplication,
the sum of:

          (1) the amount which, in conformity with GAAP, would be set forth
     opposite the caption "interest expense" (or any like caption) on a
     consolidated statement of operations of the Company and its Restricted
     Subsidiaries for such period, including, without limitation:

               (i) amortization of debt discount;

               (ii) the net cost of interest rate contracts (including
          amortization of discounts);

               (iii) the interest portion of any deferred payment obligation;

               (iv) amortization of debt issuance costs; and



                                       5
<PAGE>


               (v) the interest component of Capital Lease Obligations of the
          Company and its Restricted Subsidiaries; plus

          (2) all interest on any Indebtedness of any other Person guaranteed
     and paid by the Company or any of its Restricted Subsidiaries;

provided, however, that Consolidated Interest Expense will not include any gain
or loss from extinguishment of debt, including write-off of debt issuance costs.

     "CONSOLIDATED NON-CASH CHARGES" means, for any period, the aggregate
depreciation, amortization and other non-cash expenses of the Company and its
Restricted Subsidiaries (including without limitation any minority interest)
reducing Consolidated Adjusted Net Income for such period, determined on a
consolidated basis in accordance with GAAP (excluding any such non-cash charge
to the extent that it requires an accrual of or reserve for cash charges for any
future period).

     "CREDIT AGENT" means The Chase Manhattan Bank, in its capacity as
administrative agent for the lenders party to the Credit Agreement, and The
Chase Manhattan Bank Canada, in its capacity as Canadian administrative agent
for the lenders party to the Credit Agreement, or any successor or successors
party thereto.

     "CREDIT AGREEMENT" means that certain Fourth Amended and Restated Credit
Agreement dated as of August 14, 2000, as amended, among the Company, IM Canada,
the lenders party thereto and the Credit Agent, as further amended, restated,
supplemented, modified, renewed, refunded, increased, extended, replaced or
refinanced from time to time.

     "DEFAULT" means any event that is or with the passage of time or the giving
of notice or both would be an Event of Default.

     "DEFINITIVE NOTES" means Notes that are in the form of the Notes attached
hereto as Exhibit A, that do not include the information called for by Section
2.15 of the Indenture.

     "DESIGNATED SENIOR DEBT" means:

          (1) Senior Bank Debt and

          (2) other Senior Debt the principal amount of which is $50.0 million
     or more at the date of designation by the Company in a written instrument
     delivered to the Trustee.

Senior Debt designated as Designated Senior Debt pursuant to clause (2) shall
cease to be Designated Senior Debt at any time that the aggregate principal
amount thereof outstanding is $10.0 million or less.

     "DISQUALIFIED STOCK" means any Capital Stock which, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, for cash or other property (other than Capital Stock that is not
Disqualified Stock) pursuant to a sinking fund obligation or otherwise, or is
redeemable at the option of the Holder thereof, in whole or in part, in each
case on or prior to the stated maturity of the Notes.


                                       6
<PAGE>


     "DOLLARS" and "$" mean lawful money of the United States of America.

     "EBITDA" means for any period Consolidated Adjusted Net Income for such
period increased by:

          (1) Consolidated Interest Expense for such period; plus

          (2) Consolidated Income Tax Expense for such period; plus

          (3) Consolidated Non-Cash Charges for such period.

     "EQUITY INTERESTS" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

     "EQUITY PROCEEDS" means:

          (1) with respect to Equity Interests (or debt securities converted
     into Equity Interests) issued or sold for cash Dollars, the aggregate
     amount of such cash Dollars and

          (2) with respect to Equity Interests (or debt securities converted
     into Equity Interests) issued or sold for any consideration other than cash
     Dollars, the aggregate Market Price thereof computed on the date of the
     issuance or sale thereof.

     "EXCLUDED RESTRICTED SUBSIDIARY" means any Restricted Subsidiary organized
under the laws of a jurisdiction other than the United States (as defined in
Regulation S under the Securities Act) and that has not delivered a Subsidiary
Guarantee.

     "EXISTING INDEBTEDNESS" means Indebtedness of the Company and its
Subsidiaries (other than under the Credit Agreement) in existence on the date of
the Indenture, until such amounts are repaid.

     "GLOBAL NOTE" means a permanent global Note that contains the paragraph
referred to in Section 2.15 of the Indenture and the additional Schedule of
Exchanges of Notes to the form of the Note attached hereto as Exhibit A, and
that is deposited with and registered in the name of the Depository.

     "GOVERNMENT SECURITIES" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which guarantee
or obligations the full faith and credit of the United States of America is
pledged.

     "GUARANTEE" means, as applied to any obligation:

          (1) a guarantee (other than by endorsement of negotiable instruments
     for collection in the ordinary course of business), direct or indirect, in
     any manner, of any part or all of such obligation; and



                                       7
<PAGE>



          (2) an agreement, direct or indirect, contingent or otherwise, the
     practical effect of which is to assure in any way the payment or
     performance (or payment of damages in the event of non-performance) of all
     or any part of such obligation, including, without limiting the foregoing,
     the obligation to reimburse amounts drawn down under letters of credit
     securing such obligations.

     "HEDGING OBLIGATIONS" means, with respect to any Person, the obligations of
such Person under:

          (1) interest rate swap agreements, interest rate cap agreements and
     interest rate collar agreements and

          (2) other agreements or arrangements designed to protect such Person
     against fluctuations in interest rates.

     "IM CANADA" means Iron Mountain Canada Corporation, a Wholly Owned
Subsidiary of the Company, formerly known as Pierce Leahy Canada Company.

     "INDEBTEDNESS" means (without duplication), with respect to any Person,
whether recourse is to all or a portion of the assets of such Person, and
whether or not contingent:

          (1) every obligation of such Person for money borrowed;

          (2) every obligation of such Person evidenced by bonds, debentures,
     notes or other similar instruments;

          (3) every reimbursement obligation of such Person with respect to
     letters of credit, bankers' acceptances or similar facilities issued for
     the account of such Person;

          (4) every obligation of such Person issued or assumed as the deferred
     purchase price of property or services;

          (5) every Capital Lease Obligation and every obligation of such Person
     in respect of Sale and Leaseback Transactions that would be required to be
     capitalized on the balance sheet in accordance with GAAP;

          (6) all Disqualified Stock of such Person valued at the greater of its
     voluntary or involuntary maximum fixed repurchase price, plus accrued and
     unpaid dividends (unless included in such maximum repurchase price);

          (7) all obligations of such Person under or with respect to Hedging
     Obligations which would be required to be reflected on the balance sheet as
     a liability of such Person in accordance with GAAP; and

          (8) every obligation of the type referred to in clauses (1) through
     (7) of another Person and dividends of another Person the payment of which,
     in either case, such Person has guaranteed.


                                       8
<PAGE>


     For purposes of this definition, the "maximum fixed repurchase price" of
any Disqualified Stock that does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Stock as if such
Disqualified Stock were repurchased on any date on which Indebtedness is
required to be determined pursuant to the First Supplemental Indenture, and if
such price is based upon, or measured by, the fair market value of such
Disqualified Stock, such fair market value shall be determined in good faith by
the board of directors of the issuer of such Disqualified Stock. Notwithstanding
the foregoing, trade accounts payable and accrued liabilities arising in the
ordinary course of business and any liability for federal, state or local taxes
or other taxes owed by such Person shall not be considered Indebtedness for
purposes of this definition. The amount outstanding at any time of any
Indebtedness issued with original issue discount is the aggregate principal
amount at maturity of such Indebtedness, less the remaining unamortized portion
of the original issue discount of such Indebtedness at such time, as determined
in accordance with GAAP.

     "INITIAL NOTES" means the first $225,000,000 aggregate principal amount of
8 5/8% Senior Subordinated Notes due 2013 that are issued under the First
Supplemental Indenture, as amended or supplemented from time to time pursuant to
the Indenture.

     "INVESTMENTS" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the forms of loans (including
Guarantees), advances or capital contributions (excluding commission, travel and
similar advances to officers and employees made in the ordinary course of
business), purchases or other acquisitions for consideration of Indebtedness,
Equity Interests or other securities and all other items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.

     "LEVERAGE RATIO" means, at any date, the ratio of:

          (1) the aggregate principal amount of Indebtedness of the Company and
     its Restricted Subsidiaries outstanding as of the most recent available
     quarterly or annual balance sheet, to

          (2) Adjusted EBITDA, after giving pro forma effect, without
     duplication, to

               (i) the incurrence, repayment or retirement of any Indebtedness
          by the Company or its Restricted Subsidiaries since the last day of
          the most recent full fiscal quarter of the Company;

               (ii) if the Leverage Ratio is being determined in connection with
          the incurrence of Indebtedness by the Company or a Restricted
          Subsidiary, such Indebtedness; and

               (iii) the Indebtedness to be incurred in connection with the
          acquisition of any Acquisition EBITDA Entity.

     "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code, or equivalent statutes, of any jurisdiction).



                                       9
<PAGE>



     "MAKE-WHOLE AMOUNT" means, with respect to any Note, an amount equal to the
excess, if any, of:


          (1) the present value of the remaining principal, premium and interest
     payments that would be payable with respect to such Note if such Note were
     redeemed on April 1, 2006, computed using a discount rate equal to the
     Treasury Rate plus 75 basis points over

          (2) the outstanding principal amount of such Note.

     "MAKE-WHOLE AVERAGE LIFE" means, with respect to any date of redemption of
Notes, the number of years (calculated to the nearest one-twelfth) from such
redemption date to April 1, 2006.

     "MAKE-WHOLE PRICE" means, with respect to any Note, the greater of:

          (1) the sum of the principal amount of and Make-Whole Amount with
     respect to such Note and

          (2) the redemption price of such Note on April 1, 2006.

     "MARKET PRICE" means:

          (1) with respect to the calculation of Equity Proceeds from the
     issuance or sale of debt securities which have been converted into Equity
     Interests, the value received upon the original issuance or sale of such
     converted debt securities, as determined reasonably and in good faith by
     the Board of Directors and

          (2) with respect to the calculation of Equity Proceeds from the
     issuance or sale of Equity Interests, the average of the daily closing
     prices for such Equity Interests for the 20 consecutive trading days
     preceding the date of such computation.

     The closing price for each day shall be:

          (1) if such Equity Interests are then listed or admitted to trading on
     the New York Stock Exchange, the closing price on the NYSE Consolidated
     Tape (or any successor consolidated tape reporting transactions on the New
     York Stock Exchange) or, if such composite tape shall not be in use or
     shall not report transactions in such Equity Interests, or if such Equity
     Interests shall be listed on a stock exchange other than the New York Stock
     Exchange (including for this purpose the Nasdaq National Market), the last
     reported sale price regular way for such day, or in case no such reported
     sale takes place on such day, the average of the closing bid and asked
     prices regular way for such day, in each case on the principal national
     securities exchange on which such Equity Interests are listed or admitted
     to trading (which shall be the national securities exchange on which the
     greatest number of such Equity Interests have been traded during such 20
     consecutive trading days); or



                                       10
<PAGE>



          (2) if such Equity Interests are not listed or admitted to trading on
     any such exchange, the average of the closing bid and asked prices thereof
     in the over-the-counter market as reported by the National Association of
     Securities Dealers Automated Quotation System or any successor system, or
     if not included therein, the average of the closing bid and asked prices
     thereof furnished by two members of the National Association of Securities
     Dealers selected reasonably and in good faith by the Board of Directors for
     that purpose. In the absence of one or more such quotations, the Market
     Price for such Equity Interests shall be determined reasonably and in good
     faith by the Board of Directors.

     "NET PROCEEDS" means the aggregate cash proceeds received by the Company or
any of its Restricted Subsidiaries in respect of any Asset Sale, which amount is
equal to the excess, if any, of:

          (1) the cash received by the Company or such Restricted Subsidiary
     (including any cash payments received by way of deferred payment pursuant
     to, or monetization of, a note or installment receivable or otherwise, but
     only as and when received) in connection with such disposition, over

          (2) the sum of:

               (i) the amount of any Indebtedness which is secured by such asset
          and which is required to be repaid in connection with the disposition
          thereof; plus

               (ii) the reasonable out-of-pocket expenses incurred by the
          Company or such Restricted Subsidiary, as the case may be, in
          connection with such disposition or in connection with the transfer of
          such amount from such Restricted Subsidiary to the Company; plus

               (iii) provisions for taxes, including income taxes, attributable
          to the disposition of such asset or attributable to required
          prepayments or repayments of Indebtedness with the proceeds thereof;
          plus

               (iv) if the Company does not first receive a transfer of such
          amount from the relevant Restricted Subsidiary with respect to the
          disposition of an asset by such Restricted Subsidiary and such
          Restricted Subsidiary intends to make such transfer as soon as
          practicable, the out-of-pocket expenses and taxes that the Company
          reasonably estimates will be incurred by the Company or such
          Restricted Subsidiary in connection with such transfer at the time
          such transfer is expected to be received by the Company (including,
          without limitation, withholding taxes on the remittance of such
          amount).



                                       11
<PAGE>


     "NOTES" has the meaning assigned to it in the preamble to this First
Supplemental Indenture. The Initial Notes and any Additional Notes shall be
treated as a single class for all purposes under this First Supplemental
Indenture and the Indenture.

     "OBLIGATIONS" means any principal, interest (including post-petition
interest, whether or not allowed as a claim in any proceeding), penalties, fees,
costs, expenses, indemnifications, reimbursements, damages and other liabilities
payable under or in connection with any Indebtedness.

     "OFFICERS' CERTIFICATE" means a certificate signed, unless otherwise
specified, by any two of the Chairman of the Board, a Vice Chairman of the
Board, the President, the Chief Financial Officer, the Controller, or an
Executive Vice President of the Company, and delivered to the Trustee.

     "PERMITTED INVESTMENTS" means:

          (1) any Investments in the Company or in a Restricted Subsidiary
     (other than an Excluded Restricted Subsidiary) of the Company, including
     without limitation the Guarantee of Indebtedness permitted under Section
     2.6(c) of the First Supplemental Indenture (Section 4.8 of the Indenture);

          (2) any Investments in Cash Equivalents;

          (3) Investments by the Company or any Restricted Subsidiary of the
     Company in a Person, if as a result of such Investment;

               (i) such Person becomes a Restricted Subsidiary (other than an
          Excluded Restricted Subsidiary) of the Company or

               (ii) such Person is merged, consolidated or amalgamated with or
          into, or transfers or conveys substantially all of its assets to, or
          is liquidated into, the Company or a Restricted Subsidiary (other than
          an Excluded Restricted Subsidiary) of the Company;

          (4) Investments in assets (including accounts and notes receivable)
     owned or used in the ordinary course of business;

          (5) Investments for any purpose related to the Company's records and
     information management business (including, without limitation, the
     Company's confidential destruction and fulfillment businesses) in an
     aggregate outstanding amount not to exceed $10.0 million; and

          (6) Investments by the Company or a Restricted Subsidiary (other than
     an Excluded Restricted Subsidiary) in one or more Excluded Restricted
     Subsidiaries, the aggregate outstanding amount of which does not exceed 10%
     of the consolidated assets of the Company and its Restricted Subsidiaries.

     "PERMITTED LIENS" means:

          (1) Liens existing as of the date hereof;


                                       12
<PAGE>


          (2) Liens on property or assets of the Company or any Restricted
     Subsidiary securing Senior Debt;

          (3) Liens on any property or assets of a Restricted Subsidiary granted
     in favor of the Company or any Wholly Owned Restricted Subsidiary;

          (4) Liens securing the Notes or the Guarantees;

          (5) any interest or title of a lessor under any Capital Lease
     Obligation or Sale and Leaseback Transaction so long as the Indebtedness,
     if any, secured by such Lien does not exceed the principal amount of
     Indebtedness permitted under Section 2.6(c) of the First Supplemental
     Indenture (Section 4.8 of the Indenture);

          (6) Liens securing Acquired Debt created prior to (and not in
     connection with or in contemplation of) the incurrence of such Indebtedness
     by the Company or any Restricted Subsidiary; provided that such Lien does
     not extend to any property or assets of the Company or any Restricted
     Subsidiary other than the assets acquired in connection with the incurrence
     of such Acquired Debt;

          (7) Liens securing Hedging Obligations permitted to be incurred
     pursuant to clause (7) of Section 2.6(c) of the First Supplemental
     Indenture (clause (7) of Section 4.8 of the Indenture);

          (8) Liens arising from purchase money mortgages and purchase money
     security interests, or in respect of the construction of property or
     assets, incurred in the ordinary course of the business of the Company or a
     Restricted Subsidiary; provided that (i) the related Indebtedness is not
     secured by any property or assets of the Company or any Restricted
     Subsidiary other than the property and assets so acquired or constructed
     and (ii) the Lien securing such Indebtedness is created within 60 days of
     such acquisition or construction;

          (9) statutory Liens or landlords' and carriers', warehousemen's,
     mechanics', suppliers', materialmen's, repairmen's or other like Liens
     arising in the ordinary course of business and with respect to amounts not
     yet delinquent or being contested in good faith by appropriate proceedings,
     if a reserve or other appropriate provision, if any, as is then required in
     conformity with GAAP shall have been made therefor;

          (10) Liens for taxes, assessments, government charges or claims with
     respect to amounts not yet delinquent or that are being contested in good
     faith by appropriate proceedings diligently conducted, if a reserve or
     other appropriate provision, if any, as is required in conformity with GAAP
     has been made therefor;

          (11) Liens incurred or deposits made to secure the performance of
     tenders, bids, leases, statutory obligations, surety and appeal bonds,
     government contracts, performance bonds and other obligations of a like
     nature incurred in the ordinary course of business (other than contracts
     for the payment of money);



                                       13
<PAGE>


          (12) easements, rights-of-way, restrictions and other similar charges
     or encumbrances not interfering in any material respect with the business
     of the Company or any Restricted Subsidiary incurred in the ordinary course
     of business;

          (13) Liens arising by reason of any judgment, decree or order of any
     court so long as such Lien is adequately bonded and any appropriate legal
     proceedings that may have been duly initiated for the review of such
     judgment, decree or order shall not have been finally terminated or the
     period within which such proceedings may be initiated shall not have
     expired;

          (14) Liens arising under options or agreements to sell assets;

          (15) other Liens securing obligations incurred in the ordinary course
     of business, which obligations do not exceed $10.0 million in the aggregate
     at any one time outstanding; and

          (16) any extension, renewal or replacement, in whole or in part, of
     any Lien described in the foregoing clauses (1) through (15); provided that
     any such extension, renewal or replacement shall not extend to any
     additional property or assets.

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

     "PRINCIPAL STOCKHOLDERS" means each of Vincent J. Ryan, Schooner Capital
LLC, C. Richard Reese, Kent P. Dauten, B. Thomas Golisano and their respective
Affiliates.

     "QUALIFIED EQUITY OFFERING" means an offering of Capital Stock, other than
Disqualified Stock, of the Company for Dollars, whether registered or exempt
from registration under the Securities Act.

     "QUALIFIED ISSUER" means:

          (1) any lender party to the Credit Agreement or

          (2) any commercial bank:

               (i) which has capital and surplus in excess of $500,000,000 and

               (ii) the outstanding short-term debt securities of which are
          rated at least A-2 by Standard & Poor's Rating Group, a division of
          McGraw-Hill, Inc. or at least P-2 by Moody's Investors Service, or
          carry an equivalent rating by a nationally recognized rating agency if
          both of the two named rating agencies cease publishing ratings of
          investments.

     "QUALIFYING SALE AND LEASEBACK TRANSACTION" means any Sale and Leaseback
Transaction between the Company or any of its Restricted Subsidiaries and any
bank, insurance company or other lender or investor providing for the leasing to
the Company or such Restricted Subsidiary of any



                                       14
<PAGE>



property (real or personal) which has been or is to be sold or transferred by
the Company or such Restricted Subsidiary to such lender or investor or to any
Person to whom funds have been or are to be advanced by such lender or investor
and where the property in question has been constructed or acquired after the
date of the First Supplemental Indenture.

     "REFINANCING INDEBTEDNESS" means new Indebtedness incurred or given in
exchange for, or the proceeds of which are used to repay, redeem, defease,
extend, refinance, renew, replace or refund, other Indebtedness; provided,
however, that:

          (1) the principal amount of such new Indebtedness shall not exceed the
     principal amount of Indebtedness so repaid, redeemed, defeased, extended,
     refinanced, renewed, replaced or refunded (plus the amount of fees,
     premiums, consent fees, prepayment penalties and expenses incurred in
     connection therewith);

          (2) such Refinancing Indebtedness shall have a Weighted Average Life
     to Maturity equal to or greater than the Weighted Average Life to Maturity
     of the Indebtedness so repaid, redeemed, defeased, extended, refinanced,
     renewed, replaced or refunded or shall mature after the maturity date of
     the Notes;

          (3) to the extent such Refinancing Indebtedness refinances
     Indebtedness that has a final maturity date occurring after the initial
     scheduled maturity date of the Notes, such new Indebtedness shall have a
     final scheduled maturity not earlier than the final scheduled maturity of
     the Indebtedness so repaid, redeemed, defeased, extended, refinanced,
     renewed, replaced or refunded and shall not permit redemption at the option
     of the holder earlier than the earliest date of redemption at the option of
     the holder of the Indebtedness so repaid, redeemed, defeased, extended,
     refinanced, renewed, replaced or refunded;

          (4) to the extent such Refinancing Indebtedness refinances
     Indebtedness subordinate to the Notes, such Refinancing Indebtedness shall
     be subordinated in right of payment to the Notes and to the extent such
     Refinancing Indebtedness refinances Notes or Indebtedness PARI PASSU with
     the Notes, such Refinancing Indebtedness shall be PARI PASSU with or
     subordinated in right of payment to the Notes, in each case on terms at
     least as favorable to the holders of Notes as those contained in the
     documentation governing the Indebtedness so repaid, redeemed, defeased,
     extended, refinanced, renewed, replaced or refunded; and

          (5) with respect to Refinancing Indebtedness incurred by a Restricted
     Subsidiary, such Refinancing Indebtedness shall rank no more senior, and
     shall be at least as subordinated, in right of payment to the Subsidiary
     Guarantee of such Restricted Subsidiary as the Indebtedness being extended,
     refinanced, renewed, replaced or refunded.


                                       15
<PAGE>



     "RESTRICTED SUBSIDIARY" means:

          (1) each direct or indirect Subsidiary of the Company existing on the
     date of the First Supplemental Indenture (other than Iron Mountain
     (Netherlands) B.V. and its subsidiaries (including Iron Mountain Europe
     Limited), Iron Mountain Cayman Ltd. and its subsidiaries, Iron Mountain
     Mexico, S.A. de R.L. de C.V., PLRH Inc. and Upper Providence Venture I,
     L.P.) and

          (2) any other direct or indirect Subsidiary of the Company formed,
     acquired or existing after the date of the First Supplemental Indenture
     (including an Excluded Restricted Subsidiary),

which, in the case of (1) or (2), is not designated by the Board of Directors as
an "Unrestricted Subsidiary."

     "SALE AND LEASEBACK TRANSACTION" means any transaction or series of related
transactions pursuant to which a Person sells or transfers any property or asset
in connection with the leasing, or the resale against installment payments, of
such property or asset to the seller or transferor.

     "SENIOR BANK DEBT" means all Obligations outstanding under or in connection
with the Credit Agreement (including Guarantees of such Obligations by
Subsidiaries of the Company).

     "SENIOR DEBT" means:

          (1) the Senior Bank Debt and

          (2) any other Indebtedness permitted to be incurred by the Company or
     any Restricted Subsidiary, as the case may be, under the terms of the First
     Supplemental Indenture or the Indenture, unless the instrument under which
     such Indebtedness is incurred expressly provides that it is:

               (i) on a parity with or subordinated in right of payment to the
          Notes or

               (ii) subordinated to Senior Debt on terms substantially similar
          to those of the Notes.

     Notwithstanding anything to the contrary in the foregoing, Senior Debt
shall not include:

          (1) any liability for federal, state, local or other taxes owed or
     owing by the Company;

          (2) any Indebtedness of the Company to any of its Subsidiaries or
     other Affiliates;

          (3) any trade payables; or

          (4) any Indebtedness that is incurred in violation of the First
     Supplemental Indenture or the Indenture, provided that such Indebtedness
     shall be deemed not to have been incurred in violation of the First
     Supplemental Indenture or the Indenture for purposes of this clause (4) if,
     in the case of any obligations under the Credit Agreement, the holders of
     such obligations or their agent or representative shall have received a
     representation from the Company to the effect that the incurrence of such
     Indebtedness does not violate the provisions of the First Supplemental
     Indenture or the Indenture.



                                       16
<PAGE>



     "SIGNIFICANT SUBSIDIARY" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date
hereof.

     "SUBSIDIARY" means, with respect to any Person, any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of such Person or a combination
thereof.

     "TREASURY RATE" means, at any time of computation, the yield to maturity at
such time (as compiled by and published in the most recent Federal Reserve
Statistical Release H.15(519), which has become publicly available at least two
business days prior to the date of the redemption notice or, if such Statistical
Release is no longer published, any publicly available source of similar market
data) of United States Treasury securities with a constant maturity most nearly
equal to the Make-Whole Average Life; provided, however, that if the Make-Whole
Average Life is not equal to the constant maturity of the United States Treasury
security for which a weekly average yield is given, the Treasury Rate shall be
obtained by linear interpolation (calculated to the nearest one-twelfth of a
year) from the weekly average yields of United States Treasury securities for
which such yields are given, except that if the Make-Whole Average Life is less
than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.

     "UNRESTRICTED SUBSIDIARY" means:

          (1) any Subsidiary that is designated by the Board of Directors as an
     Unrestricted Subsidiary in accordance with Section 2.6(i) of the First
     Supplemental Indenture (Section 4.14 of the Indenture) and

          (2) any Subsidiary of an Unrestricted Subsidiary.

As of the date hereof, the following Subsidiaries of the Company have been
designated as Unrestricted Subsidiaries: Iron Mountain (Netherlands) B.V. and
its subsidiaries (including Iron Mountain Europe Limited), Iron Mountain Cayman
Ltd. and its subsidiaries, Iron Mountain Mexico, S.A. de R.L. de C.V., PLRH Inc.
and Upper Providence Venture I, L.P.

     "VOTING STOCK" means any class or classes of Capital Stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers
or trustees of any Person (irrespective of whether or not, at the time, stock of
any other class or classes has, or might have, voting power by reason of the
happening of any contingency).



                                       17
<PAGE>

     "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing:

          (1) the sum of the products obtained by multiplying (x) the amount of
     each then remaining installment, sinking fund, serial maturity or other
     required payment of principal, including payment at final maturity, in
     respect thereof, by (y) the number of years (calculated to the nearest
     one-twelfth) that will elapse between such date and the making of such
     payment, by

          (2) the then outstanding principal amount of such Indebtedness.

     "WHOLLY OWNED RESTRICTED SUBSIDIARY" means any Restricted Subsidiary of the
Company all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
the Company or by one or more Wholly Owned Restricted Subsidiaries of the
Company.

     "1996 INDENTURE DATE" means October 1, 1996.

     "1999 INDENTURE DATE" means April 26, 1999.

     "8 1/8% NOTES" means IM Canada's 8 1/8% Senior Notes due 2008 issued
pursuant to the Indenture dated as of April 7, 1998, by and among IM Canada,
as issuer, the Company and The Bank of New York, as trustee. The 8 1/8% Notes
have been guaranteed by the Company and certain of its Subsidiaries
(including, without limitation, the Guarantors) on a senior subordinated
basis.

     "8 1/4% NOTES" means the Company's 8 1/4% Senior Subordinated Notes due
2011 issued pursuant to the Indenture dated April 26, 1999, by and among the
Company, certain of its subsidiaries and The Bank of New York, as trustee.

     "8 3/4% NOTES" means the Company's 8 3/4% Senior Subordinated Notes due
2009 issued pursuant to the Indenture dated October 24, 1997, by and among
the Company, certain of its subsidiaries and The Bank of New York, as trustee.

     "9 1/8% NOTES" means the Company's 9 1/8% Senior Subordinated Notes due
2007, issued pursuant to the Indenture dated as of July 7, 1997, by and
between the Company, as issuer, and The Bank of New York, as trustee.

     "10 1/8% NOTES" means the Company's 10 1/8% Senior Subordinated Notes
due 2006 issued pursuant to the Indenture dated October 1, 1996, by and among
the Company, certain of its subsidiaries and First Bank National Association,
as trustee.

     "11 1/8% NOTES" means the Company's 11 1/8% Senior Subordinated Notes
due 2006 issued pursuant to the Indenture dated as of July 15, 1996, between
the Company, as issuer, and United States Trust Company of New York, as
trustee.

                                       18
<PAGE>



               (b) Other Definitions.

     The definitions of the following terms may be found in the Sections
indicated as follows:

<TABLE>
<CAPTION>
     Term                                        Defined in Section
<S>                                              <C>
     "Affiliate Transaction"                     2.6(f)
     "Asset Sale"                                2.6(k)
     "Asset Sale Offer"                          2.6(k)
     "Bankruptcy Law"                            2.8
     "Change of Control Offer"                   2.6(l)
     "Change of Control Payment"                 2.6(l)
     "Change of Control Payment Date"            2.6(l)
     "Commencement Date"                         2.6(k)
     "Custodian"                                 2.8
     "DTC"                                       2.3
     "Event of Default"                          6.1
     "Excess Proceeds"                           2.6(k)
     "First Supplemental Indenture"              Preamble
     "incur"                                     2.6(c)
     "Indenture"                                 Preamble
     "Restricted Payments"                       2.6(b)
</TABLE>



                                   ARTICLE 2.

                           FORM AND TERMS OF THE NOTES

     Section 2.1. FORM AND DATING.(a) GENERAL. The Notes and the Trustee's
certificate of authentication shall be substantially in the form of Exhibit A
attached hereto. The Notes may have notations, legends or endorsements required
by law, stock exchange rule or usage. Each Note shall be dated the date of its
authentication. The Notes shall be in denominations of $1,000 and integral
multiples thereof.

     The terms and provisions contained in the Notes shall constitute, and are
hereby expressly made, a part of the First Supplemental Indenture and the
Indenture and the Company, the Guarantors and the Trustee, by their execution
and delivery of the First Supplemental Indenture and the Indenture (or in the
case of any Guarantor that becomes such after the date hereof, a supplemental
indenture pursuant to Section 2.6(h) of this First Supplemental Indenture
(Section 4.13 of the Indenture)), expressly agree to such terms and provisions
and to be bound thereby.

     (b) GLOBAL NOTES. Notes shall be issued initially in the form of the Global
Notes, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Depository at its New York office, and registered
in the name of the Depository or a nominee of the Depository, duly executed by
the Company and authenticated by the Trustee as hereinafter provided. The
aggregate principal amount of the Global Notes may from time to time be
increased or decreased by adjustments made on the records of the Trustee and the
Depository or its nominee as hereinafter provided.

     The Global Notes shall represent such of the outstanding Notes as shall be
specified therein and shall provide that it shall represent the aggregate amount
of outstanding Notes from time to time endorsed thereon and that the aggregate
amount of outstanding Notes represented thereby may from time to time be reduced
or increased, as appropriate, to reflect exchanges and redemptions. Any
endorsement of the Global Notes to reflect the amount of any increase or
decrease in the amount of outstanding Notes represented thereby shall be made by
the Trustee or the Service Agent, at the direction of the Trustee, in accordance
with instructions given by the Holder thereof as required by Section 2.4 of this
First Supplemental Indenture.



                                       19
<PAGE>


     Except as set forth in Section 2.4 of this First Supplemental Indenture,
the Global Notes may be transferred, in whole and not in part, only to another
nominee of the Depository or to a successor of the Depository or its nominee.

     (c) BOOK-ENTRY PROVISIONS. This Section 2.1(c) shall apply only to the
Global Notes deposited with or on behalf of the Depository.

     The Company shall execute and the Trustee shall, in accordance with this
Section 2.1(c), authenticate and deliver the Global Notes that (i) shall be
registered in the name of the Depository or the nominee of the Depository and
(ii) shall be delivered by the Trustee to the Depository or pursuant to the
Depository's instructions or held by the Service Agent.

     Agent Members shall have no rights either under the First Supplemental
Indenture or the Indenture with respect to any Global Notes held on their behalf
by the Depository or by the Service Agent or under such Global Notes, and the
Depository may be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of such Global Notes for all
purposes whatsoever.

     (d) DEFINITIVE NOTES. Notes issued in certificated form shall be
substantially in the form of Exhibit A attached hereto (but without including
the text referred to in Section 2.15.3 of the Indenture). Except as provided in
Section 2.4, owners of beneficial interests in the Global Notes will not be
entitled to receive physical delivery of certificated Securities.

Section 2.2. EXECUTION AND AUTHENTICATION.

     The Trustee shall, upon a written order of the Company signed by an
Officer, authenticate up to $225,000,000 aggregate principal amount of Initial
Notes and up to $275,000,000 of Additional Notes.

Section 2.3. DEPOSITORY AND PAYING AGENT FOR NOTES.

     The Company initially appoints The Depository Trust Company ("DTC") to act
as Depository with respect to the Global Notes. The Company initially appoints
the Trustee to act as the Registrar, Paying Agent and Service Agent with respect
to the Global Notes.

Section 2.4. TRANSFER AND EXCHANGE OF NOTES.

     (a) TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN GLOBAL NOTES. The
transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depository, in accordance with the First Supplemental
Indenture and the Indenture and the procedures of the Depository therefor.
Beneficial interests in the Global Notes may be transferred to Persons who take
delivery thereof in the form of a beneficial interest in the Global Notes.



                                       20
<PAGE>



     (b) TRANSFER AND EXCHANGE OF DEFINITIVE NOTES. When Definitive Notes are
presented by a Holder to the Registrar with a request:

          (x) to register the transfer of the Definitive Notes; or

          (y) to exchange such Definitive Notes for an equal principal amount of
     Definitive Notes of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if
its requirements for such transactions are met; PROVIDED, HOWEVER, that the
Definitive Notes presented or surrendered for register of transfer or exchange
shall be duly endorsed or accompanied by a written instruction of transfer in
form satisfactory to the Registrar duly executed by such Holder or by his
attorney, duly authorized in writing.

     (c) RESTRICTIONS ON TRANSFER AND EXCHANGE OF GLOBAL NOTES. Notwithstanding
any other provision of the First Supplemental Indenture or the Indenture (other
than the provisions set forth in subsection (d) of this Section 2.4), the Global
Notes may not be transferred as a whole except by the Depository to a nominee of
the Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository.

     (d) AUTHENTICATION OF DEFINITIVE NOTES IN ABSENCE OF DEPOSITORY. If at any
time:

          (i) the Depository for the Notes notifies the Company that the
     Depository is unwilling or unable to continue as Depository for the Global
     Notes and a successor Depository for the Global Notes is not appointed by
     the Company within 90 days after delivery of such notice; or

          (ii) the Company at its sole discretion, notifies the Trustee in
     writing that it elects to cause the issuance of Definitive Notes under the
     First Supplemental Indenture and the Indenture,

then the Company shall execute, and the Trustee shall, upon receipt of an
authentication order in accordance with Section 2.2 hereof, authenticate and
deliver, Definitive Notes in an aggregate principal amount equal to the
principal amount of the Global Notes in exchange for such Global Notes.

     (e) CANCELLATION AND/OR ADJUSTMENT OF THE GLOBAL NOTES. At such time as all
beneficial interests in the Global Notes have been exchanged for Definitive
Notes, redeemed, repurchased or canceled, the Global Notes shall be returned to
or retained and canceled by the Trustee in accordance with Section 2.12 of the
Indenture. At any time prior to such cancellation, if any beneficial interest in
the Global Notes is exchanged for Definitive Notes, redeemed, repurchased or
canceled, the aggregate principal amount of Notes represented by the Global
Notes shall be reduced accordingly and an endorsement shall be made on the
Global Notes, by the Trustee or the Service Agent, at the direction of the
Trustee, to reflect such reduction. A Definitive Note may be exchanged for a
beneficial interest in the Global Note only upon receipt by the Trustee of a
Definitive Note, duly endorsed or accompanied by appropriate instruments of
transfer, in form satisfactory to the Trustee, together with written
instructions directing the Trustee to make an endorsement on the Global Note to
reflect an increase in the aggregate principal amount of the Notes represented
by the



                                       21
<PAGE>


Global Note; in which case the Trustee shall cancel such Definitive Note and
cause the aggregate principal amount of Notes represented by the Global Note to
be increased accordingly. If no Global Note is then outstanding, the Company
shall issue and the Trustee shall authenticate a new Global Note in the
appropriate principal amount.

     (f) GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES.

          (i) To permit registrations of transfers and exchanges, the Company
     shall execute and the Trustee shall authenticate Definitive Notes and the
     Global Notes at the Registrar's request.

          (ii) No service charge shall be made to a Holder for any registration
     of transfer or exchange, but the Company may require payment of a sum
     sufficient to cover any transfer tax or similar governmental charge payable
     in connection therewith (other than any such transfer taxes or similar
     governmental charge payable upon exchange or transfer pursuant to Section
     2.4 of this First Supplemental Indenture).

          (iii) All Definitive Notes and the Global Notes issued upon any
     registration of transfer or exchange of Definitive Notes or the Global
     Notes shall be the valid obligations of the Company, evidencing the same
     debt, and entitled to the same benefits under the First Supplemental
     Indenture and the Indenture, as the Definitive Notes or the Global Notes
     surrendered upon such registration of transfer or exchange.

          (iv) Prior to due presentment for the registration of a transfer of
     any Note, the Trustee, any Agent, the Company and any Guarantor may deem
     and treat the Person in whose name any Note is registered as the absolute
     owner of such Note for all purposes, including receiving payment of
     principal of and interest on such Notes, and neither the Trustee, any
     Agent, the Company nor any Guarantor shall be affected by notice to the
     contrary.

          (v) The Trustee shall authenticate Definitive Notes and the Global
     Notes in accordance with the provisions of Section 2.2 of the First
     Supplemental Indenture and Section 2.3 of the Indenture.

Section 2.5. REDEMPTION.

     With respect to the Notes issued under this First Supplemental Indenture,
the following Sections supplement Article III of the Indenture:

     ss. 3.7. OPTIONAL REDEMPTION.

     Prior to April 1, 2006, the Notes shall be subject to redemption at any
time at the option of the Company, in whole or in part, upon not less than 30
nor more than 60 days' notice, at the Make-Whole Price, plus accrued and unpaid
interest, to but excluding the applicable redemption date. On and after April 1,
2006, the Notes will be subject to redemption at any time at the option of the
Company, in



                                       22
<PAGE>


whole or in part, upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest, to but excluding the applicable
redemption date, if redeemed during the twelve-month period beginning on April 1
of the years indicated below:

<TABLE>
<CAPTION>
YEAR                                                               PERCENTAGE
<C>                                                                <C>
2006..........................................................       104.313%
2007..........................................................       102.875%
2008..........................................................       101.438%
2009 and thereafter...........................................       100.000%
</TABLE>


     Notwithstanding the foregoing, at any time prior to April 1, 2004, the
Company may redeem up to 35% of the initial principal amount of the Notes
originally issued with the net proceeds of one or more Qualified Equity
Offerings at a redemption price equal to 108.625% of the principal amount of
such Notes, plus accrued and unpaid interest to but excluding the redemption
date; provided, that at least 65% of the principal amount of Notes originally
issued remains outstanding immediately after the occurrence of any such
redemption and that such redemption occurs within 60 days following the closing
of any such Qualified Equity Offering.

     ss. 3.8. MANDATORY REDEMPTION.

     The Company shall not be required to make mandatory redemption payments or
sinking fund payments with respect to the Notes.

     ss. 3.9. ASSET SALE OFFERS.

     In the event that the Company shall commence an Asset Sale Offer pursuant
to Section 4.16 hereof, it shall follow the procedures specified below:

     The Asset Sale Offer shall remain open for 20 Business Days after the
Commencement Date relating to such Asset Sale Offer, except to the extent
required to be extended by applicable law (as so extended, the "OFFER PERIOD").
No later than one Business Day after the termination of the Offer Period (the
"PURCHASE DATE"), the Company shall purchase the principal amount (the "OFFER
AMOUNT") of Notes required to be purchased in such Asset Sale Offer pursuant to
Sections 3.2 and 4.16 hereof or, if less than the Offer Amount has been
tendered, all Notes tendered in response to the Asset Sale Offer.

     If the Purchase Date is on or after an interest payment record date and on
or before the related interest payment date, any interest accrued to such
Purchase Date shall be paid to the Person in whose name a Note is registered at
the close of business on such record date, and no additional interest shall be
payable to Holders who tender Notes pursuant to the Asset Sale Offer.

     On the Commencement Date of any Asset Sale Offer, the Company shall send or
cause to be sent, by first class mail, a notice to each of the Holders, with a
copy to the Trustee. Such notice, which shall govern the terms of the Asset Sale
Offer, shall contain all instructions and materials necessary to enable the
Holders to tender Notes pursuant to the Asset Sale Offer and shall state:



                                       23
<PAGE>



          (1) that the Asset Sale Offer is being made pursuant to this Section
     3.9 and Section 4.16 hereof and the length of time the Asset Sale Offer
     shall remain open;

          (2) the Offer Amount, the purchase price and the Purchase Date;

          (3) that any Note not tendered or accepted for payment shall continue
     to accrue interest;

          (4) that, unless the Company defaults in the payment of the purchase
     price, any Note accepted for payment pursuant to the Asset Sale Offer shall
     cease to accrue interest after the Purchase Date;

          (5) that Holders electing to have a Note purchased pursuant to any
     Asset Sale Offer shall be required to surrender the Note, with the form
     entitled "Option of Holder to Elect Purchase" on the reverse of the Note
     completed, to the Company, a depositary, if appointed by the Company, or a
     Paying Agent at the address specified in the notice prior to the close of
     business on the Business Day preceding the Purchase Date;

          (6) that Holders shall be entitled to withdraw their election if the
     Company, depositary or Paying Agent, as the case may be, receives, not
     later than the close of business on the Business Day preceding the
     termination of the Offer Period, a facsimile transmission or letter setting
     forth the name of the Holder, the principal amount of the Note the Holder
     delivered for purchase and a statement that such Holder is withdrawing
     such Holder's election to have the Note purchased;

          (7) that, if the aggregate principal amount of Notes surrendered by
     Holders exceeds the Offer Amount, the Trustee shall select the Notes to be
     purchased on a PRO RATA basis (with such adjustments as may be deemed
     appropriate by the Company so that only Notes in denominations of $1,000,
     or integral multiples thereof, shall be purchased); and

          (8) that Holders whose Notes were purchased only in part shall be
     issued new Notes equal in principal amount to the unpurchased portion of
     the Notes surrendered.

     On or before 12:00 noon on each Purchase Date, the Company shall
irrevocably deposit with the Trustee or Paying Agent in immediately available
funds the aggregate purchase price with respect to a principal amount of Notes
equal to the Offer Amount, together with accrued interest thereon, to be held
for payment in accordance with the terms of this Section 3.9. On the Purchase
Date, the Company shall, to the extent lawful, (i) accept for payment, on a PRO
RATA basis to the extent necessary, an aggregate principal amount equal to the
Offer Amount of Notes and other notes (in accordance with the terms of Section
4.16 of the Indenture) tendered pursuant to the Asset Sale Offer, or if less
than the Offer Amount has been tendered, all Notes and such other notes or
portions thereof tendered, (ii) deliver or cause the Paying Agent or depositary,
as the case may be, to deliver to the Trustee Notes so accepted and (iii)
deliver to the Trustee an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.9. The Company, depositary or Paying Agent, as the case
may be, shall promptly (but in any case not later than three



                                       24
<PAGE>


Business Days after the Purchase Date) mail or deliver to each tendering Holder
an amount equal to the purchase price with respect to the Notes tendered by such
Holder and accepted by the Company for purchase, and the Company shall promptly
issue a new Note, and the Trustee shall authenticate and mail or deliver such
new Note, to such Holder, equal in principal amount to any unpurchased portion
of such Holder's Notes surrendered. Any Note not accepted in the Asset Sale
Offer shall be promptly mailed or delivered by the Company to the Holder
thereof. The Company shall publicly announce in a newspaper of general
circulation the results of the Asset Sale Offer on the Purchase Date.

     The Asset Sale Offer shall be made by the Company in compliance with all
applicable laws, including, without limitation, Regulation 14E of the Exchange
Act and the rules thereunder, to the extent applicable, and all other applicable
federal and state securities laws.

     Each purchase pursuant to this Section 3.9 shall be made pursuant to the
provisions of the second paragraph of Section 3.5 hereof to the extent
applicable.

     In the event the amount of Excess Proceeds to be applied to an Asset Sale
Offer would result in the purchase of a principal amount of Notes which is not
evenly divisible by $1,000, the Trustee shall promptly refund to the Company the
portion of such Excess Proceeds that is not necessary to purchase the
immediately lesser principal amount of Notes that is so divisible.

Section 2.6. COVENANTS.

     With respect to the Notes issued under this First Supplemental Indenture,
Section (a) below replaces Section 4.2 of the Indenture, Section (m) below
replaces Section 4.5 of the Indenture and each other Section is added to Article
IV of the Indenture.

     (a) REPORTS.

     ss.4.2. REPORTS. Whether or not required by the rules and regulations of
the SEC, so long as any Notes are outstanding, the Company will furnish to
the Holders of Notes:

          (1) 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

          (2) 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.

(b) RESTRICTED PAYMENTS.



                                       25
<PAGE>

     ss.4.7. RESTRICTED PAYMENTS. The Company shall not, and shall not permit
any of its Restricted Subsidiaries to, directly or indirectly:

          (1) declare or pay any dividend or make any distribution on account of
     the Company's or any of its Restricted Subsidiaries' Equity Interests
     (other than dividends or distributions payable in Equity Interests (other
     than Disqualified Stock) of the Company or such Restricted Subsidiary or
     dividends or distributions payable to the Company or any Restricted
     Subsidiary);

          (2) purchase, redeem or otherwise acquire or retire for value any
     Equity Interests of the Company or any Restricted Subsidiary or other
     Affiliate of the Company (other than any such Equity Interests owned by the
     Company or any Restricted Subsidiary);

          (3) purchase, redeem or otherwise acquire or retire prior to scheduled
     maturity for value any Indebtedness that is subordinated in right of
     payment to the Notes; or

          (4) make any Investment other than a Permitted Investment (all such
     payments and other actions set forth in clauses (1) through (4) above being
     collectively referred to as "RESTRICTED PAYMENTS");

unless, at the time of such Restricted Payment:

               (i) no Default or Event of Default shall have occurred and be
          continuing or would occur as a consequence thereof; and

               (ii) the Company would, at the time of such Restricted Payment
          and after giving pro forma effect thereto, have been permitted to
          incur at least $1.00 of additional Indebtedness pursuant to the test
          set forth in the first paragraph of Section 4.8 of the Indenture; and

               (iii) such Restricted Payment, together with the aggregate of all
          other Restricted Payments made by the Company and its Restricted
          Subsidiaries after the 1996 Indenture Date is less than (x) the
          cumulative EBITDA of the Company, minus 1.75 times the cumulative
          Consolidated Interest Expense of the Company, in each case for the
          period (taken as one accounting period) from June 30, 1996, to the end
          of the Company's most recently ended fiscal quarter for which internal
          financial statements are available at the time of such Restricted
          Payment, plus (y) the aggregate net Equity Proceeds received by the
          Company from the issuance or sale since the 1996 Indenture Date of
          Equity Interests of the Company or of debt securities of the Company
          that have been converted into such Equity Interests (other than Equity
          Interests or convertible debt securities sold to a Restricted
          Subsidiary of the Company and other than Disqualified Stock or debt
          securities that have been converted into Disqualified Stock), plus (z)
          $2.0 million.



                                       26
<PAGE>



     The foregoing provisions will not prohibit:

          (1) the payment of any dividend within 60 days after the date of
     declaration thereof, if at said date of declaration such payment would have
     complied with the provisions of the Indenture;

          (2) the redemption, repurchase, retirement or other acquisition or
     retirement for value of any Equity Interests of the Company in exchange
     for, or with the net cash proceeds of, the substantially concurrent sale
     (other than to a Restricted Subsidiary of the Company) of other Equity
     Interests of the Company (other than any Disqualified Stock);

          (3) the defeasance, redemption, repurchase, retirement or other
     acquisition or retirement for value of Indebtedness that is subordinated in
     right of payment to the Notes in exchange for, or with the net cash
     proceeds of, a substantially concurrent issuance and sale (other than to a
     Restricted Subsidiary of the Company) of Equity Interests of the Company
     (other than Disqualified Stock);

          (4) the defeasance, redemption, repurchase, retirement or other
     acquisition or retirement for value of Indebtedness that is subordinated in
     right of payment to the Notes in exchange for, or with the net cash
     proceeds of, a substantially concurrent issue and sale (other than to the
     Company or any of its Restricted Subsidiaries) of Refinancing Indebtedness;

          (5) the repurchase of any Indebtedness subordinated in right of
     payment to the Notes at a purchase price not greater than 101% of the
     principal amount of such Indebtedness in the event of a Change of Control
     in accordance with provisions similar to the covenant set forth in Section
     2.6(l) of the First Supplemental Indenture (Section 4.17 of the Indenture),
     provided that prior to or contemporaneously with such repurchase the
     Company has made the Change of Control Offer as provided in such covenant
     with respect to the Notes and has repurchased all Notes validly tendered
     for payment in connection with such Change of Control Offer; and

          (6) additional payments to current or former employees or directors of
     the Company for repurchases of stock, stock options or other equity
     interests, provided that the aggregate amount of all such payments under
     this clause (6) does not exceed $0.5 million in any year and $2.0 million
     in the aggregate.

     The Restricted Payments described in clauses (2), (3), (5) and (6) of the
immediately preceding paragraph will be Restricted Payments that shall be
permitted to be taken in accordance with such paragraph but shall reduce the
amount that would otherwise be available for Restricted Payments under clause
(iii) of the first paragraph of this Section, and the Restricted Payments
described in clauses (1) and (4) of the immediately preceding paragraph shall be
Restricted Payments that shall be permitted to be taken in accordance with such
paragraph and shall not reduce the amount that would otherwise be available for
Restricted Payments under clause (iii) of the first paragraph of this Section.



                                       27
<PAGE>



     If an Investment results in the making of a Restricted Payment, the
aggregate amount of all Restricted Payments deemed to have been made as
calculated under the foregoing provision shall be reduced by the amount of any
net reduction in such Investment (resulting from the payment of interest or
dividends, loan repayment, transfer of assets or otherwise) to the extent such
net reduction is not included in the Company's EBITDA; PROVIDED, HOWEVER, that
the total amount by which the aggregate amount of all Restricted Payments may be
reduced may not exceed the lesser of (a) the cash proceeds received by the
Company and its Restricted Subsidiaries in connection with such net reduction
and (b) the initial amount of such Investment.

     If the aggregate amount of all Restricted Payments calculated under the
foregoing provision includes an Investment in an Unrestricted Subsidiary or
other Person that thereafter becomes a Restricted Subsidiary, such Investment
will no longer be counted as a Restricted Payment for purposes of calculating
the aggregate amount of Restricted Payments. For the purpose of making any
calculations under the Indenture:

          (1) an Investment will include the fair market value of the net assets
     of any Restricted Subsidiary at the time that such Restricted Subsidiary is
     designated an Unrestricted Subsidiary and will exclude the fair market
     value of the net assets of any Unrestricted Subsidiary that is designated
     as a Restricted Subsidiary;

          (2) any property transferred to or from an Unrestricted Subsidiary
     will be valued at fair market value at the time of such transfer, provided
     that, in each case, the fair market value of an asset or property is as
     determined by the Board of Directors in good faith and

          (3) subject to the foregoing, the amount of any Restricted Payment, if
     other than cash, will be determined by the Board of Directors, whose good
     faith determination will be conclusive.

     The Board of Directors may designate a Restricted Subsidiary to be an
Unrestricted Subsidiary in compliance with the Section 4.14 of the Indenture.
Upon such designation, all outstanding Investments by the Company and its
Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary
so designated will be deemed to be Restricted Payments made at the time of such
designation and will reduce the amount available for Restricted Payments under
the first paragraph of this covenant. Such designation will only be permitted if
such Restricted Payment would be permitted at such time and if such Restricted
Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

     (c) INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

     ss.4.8. INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK. The
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guaranty or otherwise
become directly or indirectly liable with respect to (collectively, "INCUR") any
Indebtedness (including Acquired Debt) and the Company shall not permit any of
its Restricted Subsidiaries to issue any shares of preferred stock; provided,
however, that the Company may incur Indebtedness and may permit a Restricted
Subsidiary to incur Indebtedness if at the time of such incurrence and after
giving effect thereto the Leverage Ratio would be less than 6.5 to 1.0.



                                       28
<PAGE>



     The foregoing limitations shall not apply to:

          (1) the incurrence by the Company or any Restricted Subsidiary of
     Senior Bank Debt in an aggregate amount not to exceed $100.0 million at any
     one time outstanding;

          (2) the issuance by the Restricted Subsidiaries of Subsidiary
     Guarantees;

          (3) the incurrence by the Company and its Restricted Subsidiaries of
     the Existing Indebtedness;

          (4) the issuance by the Company of the Notes;

          (5) the incurrence by the Company and its Restricted Subsidiaries of
     Capital Lease Obligations and/or additional Indebtedness constituting
     purchase money obligations up to an aggregate of $5.0 million at any one
     time outstanding, provided that the Liens securing such Indebtedness
     constitute Permitted Liens;

          (6) the incurrence of Indebtedness between (i) the Company and its
     Restricted Subsidiaries and (ii) the Restricted Subsidiaries;

          (7) Hedging Obligations that are incurred for the purpose of fixing or
     hedging interest rate risk with respect to any floating rate Indebtedness
     that is permitted by the terms of the Indenture to be outstanding;

          (8) the incurrence by the Company and its Restricted Subsidiaries of
     Indebtedness arising out of letters of credit, performance bonds, surety
     bonds and bankers' acceptances incurred in the ordinary course of business
     up to an aggregate of $5.0 million at any one time outstanding;

          (9) the incurrence by the Company and its Restricted Subsidiaries of
     Indebtedness consisting of guarantees, indemnities or obligations in
     respect of purchase price adjustments in connection with the acquisition or
     disposition of assets, including, without limitation, shares of Capital
     Stock; and

          (10) the incurrence by the Company and its Restricted Subsidiaries of
     Refinancing Indebtedness issued in exchange for, or the proceeds of which
     are used to repay, redeem, defease, extend, refinance, renew, replace or
     refund, Indebtedness referred to in clauses (2) through (5) above, and this
     clause (10) or that was otherwise permitted to be incurred pursuant to the
     test set forth in the first paragraph of this Section 4.8.

     (d) LIENS.

     ss.4.9. LIENS. Neither the Company nor any of its Restricted Subsidiaries
may directly or indirectly create, incur, assume or suffer to exist any Lien
(other than a Permitted Lien) upon any property or assets now owned or hereafter
acquired, or any income, profits or proceeds therefrom, or assign or otherwise
convey any right to receive income therefrom, unless (a) in the case of any Lien
securing any Indebtedness that is subordinate to the Notes, the Notes are
secured by a Lien on such property, assets or proceeds that is senior in
priority to such Lien and (b) in the case of any other Lien, the Notes are
equally and ratably secured with the obligation or liability secured by such
Lien.



                                       29
<PAGE>



     (e) DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED
     SUBSIDIARIES.

     ss.4.10. DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED
SUBSIDIARIES. The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary to:

          (1) (i) pay dividends or make any other distributions to the Company
     or any of its Restricted Subsidiaries (A) on its Capital Stock or (B) with
     respect to any other interest or participation in, or measured by, its
     profits, or (ii) pay any Indebtedness owed to the Company or any of its
     Restricted Subsidiaries;

          (2) make loans or advances to the Company or any of its Restricted
     Subsidiaries; or

          (3) transfer any of its properties or assets to the Company or any of
     its Restricted Subsidiaries.

     However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:

          (1) Existing Indebtedness;

          (2) the Credit Agreement as in effect as of the date of the Indenture,
     and any amendments, modifications, restatements, renewals, increases,
     supplements, refundings, replacements or refinancing thereof, provided that
     such amendments, modifications, restatements, renewals, increases,
     supplements, refundings, replacements or refinancings are no more
     restrictive in the aggregate with respect to such dividend and other
     payment restrictions than those contained in the Credit Agreement as in
     effect on the date of the Indenture;

          (3) the Indenture and the Notes;

          (4) applicable law;

          (5) any instrument governing Indebtedness or Capital Stock of a Person
     acquired by the Company or any of its Restricted Subsidiaries as in effect
     at the time of such acquisition (except to the extent such Indebtedness was
     incurred in connection with or in contemplation of such acquisition), which
     encumbrance or restriction is not applicable to any Person, or the
     properties or assets of any Person, other than the Person, or the property
     or assets of the Person, so acquired, provided that the EBITDA of such
     Person is not taken into account in determining whether such acquisition
     was permitted by the terms of the Indenture;

          (6) customary non-assignment provisions in leases entered into in the
     ordinary course of business and consistent with past practices;



                                       30
<PAGE>



          (7) restrictions on the transfer of property subject to purchase money
     obligations or Capital Lease Obligations otherwise permitted by clause (5)
     of Section 4.8 of the Indenture;

          (8) permitted Refinancing Indebtedness, provided that the restrictions
     contained in the agreements governing such Refinancing Indebtedness are no
     more restrictive in the aggregate than those contained in the agreements
     governing the Indebtedness being refinanced; or

          (9) any agreement or instrument governing Indebtedness of an Excluded
     Restricted Subsidiary provided that (i) at the time such agreement or
     instrument is entered into, such Excluded Restricted Subsidiary and its
     Restricted Subsidiaries have a Leverage Ratio of less than 6.5 to 1.0 and
     (ii) neither such Excluded Restricted Subsidiary nor any of its Restricted
     Subsidiaries shall, directly or indirectly, incur any Indebtedness
     (including Acquired Debt) unless at the time of such incurrence and after
     giving effect thereto, the Leverage Ratio for such Excluded Restricted
     Subsidiary and its Restricted Subsidiaries would be less than 6.5 to 1.0.
     For purposes of determining the Leverage Ratio under this clause (9) only,
     all references to the "Company" and its "Restricted Subsidiaries" or
     similar references in the definition of "Leverage Ratio" and other defined
     terms necessary to determine the Leverage Ratio shall be deemed to refer to
     such Excluded Restricted Subsidiary and its Restricted Subsidiaries,
     respectively.

     (f) TRANSACTIONS WITH AFFILIATES.

     ss.4.11. TRANSACTIONS WITH AFFILIATES. The Company shall not, and shall not
permit any of its Restricted Subsidiaries to, sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into any contract, agreement, understanding, loan, advance
or guarantee with, or for the benefit of, any Affiliate (each of the foregoing,
an "AFFILIATE TRANSACTION"), unless:

          (a) such Affiliate Transaction is on terms that are no less favorable
     to the Company or the relevant Restricted Subsidiary than those that would
     have been obtained in a comparable transaction by the Company or such
     Restricted Subsidiary with a non-Affiliated Person and

          (b) the Company delivers to the Trustee:

               (i) with respect to any Affiliate Transaction involving aggregate
          payments in excess of $5.0 million, a resolution of the Board of
          Directors set forth in an Officers' Certificate certifying that such
          Affiliate Transaction complies with clause (a) above and such
          Affiliate Transaction is approved by a majority of the disinterested
          members of the Board of Directors and

               (ii) with respect to any Affiliate Transaction involving
          aggregate payments in excess of $10.0 million, an opinion as to the
          fairness to the Company or such Restricted Subsidiary from a financial
          point of view issued by an investment banking firm of national
          standing.



                                       31
<PAGE>



     The following items shall not be deemed Affiliate Transactions and
therefore, will not be subject to the provisions of the prior paragraph:

          (1) any employment agreement entered into by the Company or any of its
     Restricted Subsidiaries in the ordinary course of business and consistent
     with the past practice of the Company or such Restricted Subsidiary;

          (2) transactions between or among the Company and/or its Restricted
     Subsidiaries;

          (3) transactions permitted by the provisions of Section 4.7 of the
     Indenture; and

          (4) the grant of stock, stock options or other equity interests to
     employees and directors of the Company and any Restricted Subsidiary in
     accordance with duly adopted Company stock grant, stock option and similar
     plans.

     The provisions set forth in clause (b) above shall not apply to sales of
inventory by the Company or any Restricted Subsidiary to any Affiliate in the
ordinary course of business. The provisions of clause (b) (ii) above shall not
apply to loans or advances to the Company or any Restricted Subsidiary from, or
equity investments in the Company or any Restricted Subsidiary by, any Affiliate
to the extent permitted by the provisions of Section 4.8 of the Indenture.

     (g) CERTAIN SENIOR SUBORDINATED DEBT.

     ss.4.12. CERTAIN SENIOR SUBORDINATED DEBT. The Company shall not incur any
Indebtedness that is subordinated or junior in right of payment to any Senior
Debt of the Company and senior in any respect in right of payment to the Notes.
The Company shall not permit any Restricted Subsidiary to incur any Indebtedness
that is subordinated or junior in right of payment to its Senior Debt and senior
in any respect in right of payment to its Subsidiary Guarantee.

     (h) ADDITIONAL SUBSIDIARY GUARANTEES.

     ss.4.13. ADDITIONAL SUBSIDIARY GUARANTEES. If any entity (other than an
Excluded Restricted Subsidiary) shall become a Restricted Subsidiary after
the date of the First Supplemental Indenture, then such Restricted Subsidiary
shall execute a supplemental indenture in the form of Exhibit B attached
hereto, pursuant to which it shall provide a Subsidiary Guarantee, and
deliver an Opinion of Counsel with respect thereto, in accordance with the
terms of the Indenture.

     No Restricted Subsidiary (including any Excluded Restricted Subsidiary)
shall consolidate with or merge with or into (whether or not such Restricted
Subsidiary is the surviving Person), another Person (other than the Company)
whether or not affiliated with such Restricted Subsidiary unless:

          (1) subject to the provisions of the immediately following sentence,
     the Person formed by or surviving any such consolidation or merger (if
     other than such Restricted



                                       32
<PAGE>



     Subsidiary) assumes all the obligations of such Restricted Subsidiary under
     its Subsidiary Guarantee (except in the case of an Excluded Restricted
     Subsidiary) pursuant to a supplemental indenture in form and substance
     reasonably satisfactory to the Trustee;

          (2) immediately after giving effect to such transaction, no Default or
     Event of Default exists; and

          (3) such Restricted Subsidiary, or any Person formed by or surviving
     any such consolidation or merger, would be permitted to incur, immediately
     after giving effect to such transaction, at least $1.00 of additional
     Indebtedness pursuant to the test set forth in the first paragraph of
     Section 4.8 of the Indenture.

In the event of:

          (1) a sale or other disposition of all of the assets of any Restricted
     Subsidiary, by way of merger, consolidation or otherwise;

          (2) a sale or other disposition of all of the capital stock of any
     Restricted Subsidiary; or

          (3) the designation of a Restricted Subsidiary as an Unrestricted
     Subsidiary in accordance with the terms of Section 4.14 of the Indenture,

then such Subsidiary (in the event of a sale or other disposition, by way of
such a merger, consolidation or otherwise, of all of the capital stock of such
Restricted Subsidiary or in the event of the designation of such Restricted
Subsidiary as an Unrestricted Subsidiary) or the Person acquiring the property
(in the event of a sale or other disposition of all of the assets of such
Restricted Subsidiary) will be released and relieved of any obligations under
its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other
disposition are applied in accordance with the applicable provisions of Section
4.16 of the Indenture.

     (i) DESIGNATION OF UNRESTRICTED SUBSIDIARIES.

     ss.4.14. DESIGNATION OF UNRESTRICTED SUBSIDIARIES. The Board of Directors
may designate any Subsidiary (including any Restricted Subsidiary or any newly
acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long
as:

          (1) neither the Company nor any Restricted Subsidiary is directly or
     indirectly liable for any Indebtedness of such Subsidiary;

          (2) no default with respect to any Indebtedness of such Subsidiary
     would permit (upon notice, lapse of time or otherwise) any holder of any
     other Indebtedness of the Company or any Restricted Subsidiary to declare a
     default on such other Indebtedness or cause the payment thereof to be
     accelerated or payable prior to its stated maturity;



                                       33
<PAGE>




          (3) any Investment in such Subsidiary deemed to be made as a result of
     designating such Subsidiary an Unrestricted Subsidiary will not violate the
     provisions of Section 4.7 of the Indenture;

          (4) neither the Company nor any Restricted Subsidiary has a contract,
     agreement, arrangement, understanding or obligation of any kind, whether
     written or oral, with such Subsidiary other than (A) those that might be
     obtained at the time from Persons who are not Affiliates of the Company or
     (B) administrative, tax sharing and other ordinary course contracts,
     agreements, arrangements and understandings or obligations entered into in
     the ordinary course of business; and

          (5) neither the Company nor any Restricted Subsidiary has any
     obligation to subscribe for additional shares of Capital Stock or other
     Equity Interests in such Subsidiary, or to maintain or preserve such
     Subsidiary's financial condition or to cause such Subsidiary to achieve
     certain levels of operating results other than as permitted under Section
     4.7 of the Indenture.

     Notwithstanding the foregoing, the Company may not designate as an
Unrestricted Subsidiary any Subsidiary which, on the 1999 Indenture Date, was a
Significant Subsidiary, and may not sell, transfer or otherwise dispose of any
properties or assets of any such Significant Subsidiary to an Unrestricted
Subsidiary, other than in the ordinary course of business, in each case other
than Iron Mountain Global, Inc. and its Subsidiaries (including without
limitation Iron Mountain Europe Limited and its Subsidiaries).

     The Board of Directors may designate any Unrestricted Subsidiary as a
Restricted Subsidiary; provided that such designation will be deemed to be an
incurrence of Indebtedness by a Restricted Subsidiary of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation will only be
permitted if:

          (1) such Indebtedness is permitted under Section 4.8 of the Indenture
     and

          (2) no Default or Event of Default would occur as a result of such
     designation.

     (j) LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.

     ss.4.15. LIMITATION ON SALE AND LEASEBACK TRANSACTIONS. The Company will
not, and will not permit any Restricted Subsidiary to, enter into any Sale and
Leaseback Transaction unless:

          (1) the consideration received in such Sale and Leaseback Transaction
     is at least equal to the fair market value of the property sold, as
     determined by a resolution of the Board of Directors and

          (2) the Company or such Restricted Subsidiary could incur the
     Attributable Indebtedness in respect of such Sale and Leaseback Transaction
     in compliance with Section 4.8 of the Indenture.

     (k) ASSET SALES.



                                       34
<PAGE>



     ss.4.16. ASSET SALES. The Company shall not, and shall not permit any of
its Restricted Subsidiaries to:

          (1) sell, lease, convey or otherwise dispose of any assets (including
     by way of a Sale and Leaseback Transaction, but excluding a Qualifying Sale
     and Leaseback Transaction) other than sales of inventory in the ordinary
     course of business (provided that the sale, lease, conveyance or other
     disposition of all or substantially all of the assets of the Company will
     be governed by the provisions of Section 4.17 of the Indenture and/or the
     provisions of Section 5.1 of the Indenture and not by the provisions of
     this Section 4.16); or

          (2) issue or sell Equity Interests of any of its Restricted
     Subsidiaries

that in the case of either clause (1) or (2) above, whether in a single
transaction or a series of related transactions:

     (i) have a fair market value in excess of $2.0 million or

     (ii) result in Net Proceeds in excess of $2.0 million (each of the
foregoing, an "ASSET SALE"), unless (x) the Company (or the Restricted
Subsidiary, as the case may be) receives consideration at the time of such Asset
Sale at least equal to the fair market value (evidenced by an Officers'
Certificate delivered to the Trustee, and for Asset Sales having a fair market
value or resulting in Net Proceeds in excess of $10.0 million, evidenced by a
resolution of the Board of Directors set forth in an Officers' Certificate
delivered to the Trustee) of the assets sold or otherwise disposed of and (y) at
least 75% of the consideration therefor received by the Company or such
Restricted Subsidiary is in the form of cash or like-kind assets (in each case
as determined in good faith by the Company, evidenced by a resolution of the
Board of Directors and certified by an Officers' Certificate delivered to the
Trustee);

provided, however, that the amount of

     (A) any liabilities (as shown on the Company's or such Restricted
Subsidiary's most recent balance sheet or in the notes thereto) of the Company
or such Restricted Subsidiary (other than liabilities that are by their terms
subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the
transferee of any such assets and

     (B) any notes or other obligations received by the Company or such
Restricted Subsidiary from such transferee that are immediately converted by the
Company or such Restricted Subsidiary into cash (to the extent of the cash
received) or Cash Equivalents,

shall be deemed to be cash for purposes of this provision; and provided,
further, that the 75% limitation referred to in the foregoing clause (ii) (y)
shall not apply to any Asset Sale in which the cash portion of the consideration
received therefrom is equal to or greater than what the after-tax proceeds would
have been had such Asset Sale complied with the aforementioned 75% limitation.



                                       35
<PAGE>





     A transfer of assets or issuance of Equity Interests by the Company to a
Wholly Owned Restricted Subsidiary or by a Wholly Owned Restricted Subsidiary to
the Company or to another Wholly Owned Restricted Subsidiary will not be deemed
to be an Asset Sale.

     Within 360 days of any Asset Sale, the Company may, at its option, apply an
amount equal to the Net Proceeds from such Asset Sale either:

          (1) to permanently reduce Senior Debt or

          (2) to an investment in a Restricted Subsidiary or in another business
     or capital expenditure or other long-term/tangible assets, in each case, in
     the same line of business as the Company or any of its Restricted
     Subsidiaries was engaged in on the date of the First Supplemental Indenture
     or in businesses similar or reasonably related thereto.

     Pending the final application of any such Net Proceeds, the Company may
temporarily reduce Senior Bank Debt or otherwise invest such Net Proceeds in
any manner that is not prohibited by the Indenture. Any Net Proceeds from
such Asset Sale that are not applied or invested as provided in the first
sentence of this paragraph will be deemed to constitute "EXCESS PROCEEDS."
When the aggregate amount of Excess Proceeds exceeds $10.0 million, the
Company shall make an offer to all Holders of the Notes, all holders of the
9 1/8% Notes, the 8 1/4% Notes, the 8 1/8% Notes and the 8 3/4% Notes and the
holders of any future Indebtedness ranking PARI PASSU with the Notes, which
Indebtedness contains similar provisions requiring the Company to repurchase
such Indebtedness (an "ASSET SALE OFFER"), to purchase the maximum principal
amount of Notes and such other Indebtedness that may be purchased out of the
Excess Proceeds, at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest, if any, to the
date of purchase, in accordance with the procedures set forth in the
Indenture; PROVIDED, HOWEVER, that prior to making any such Asset Sale Offer,
the Company may, to the extent required by the indentures for the 10 1/8%
Notes or the 11 1/8% Notes, use such Excess Proceeds to repurchase the
10 1/8% Notes and the 11 1/8% Notes. To the extent that the aggregate amount
of Notes and other PARI PASSU Indebtedness (including the 9 1/8% Notes, the
8 1/4% Notes, the 8 1/8% Notes and the 8 3/4% Notes) tendered pursuant to an
Asset Sale Offer is less than the Excess Proceeds, the Company may use any
remaining Excess Proceeds for general corporate purposes. If the aggregate
principal amount of Notes and such other Indebtedness surrendered by Holders
thereof exceeds the amount of Excess Proceeds, the Trustee shall select the
Notes and such other Indebtedness to be purchased on a pro rata basis. Upon
completion of such offer to purchase, the amount of Excess Proceeds shall be
reset at zero.

     The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
this Section 4.16 of the Indenture, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under the Asset Sale provisions of the Indenture by virtue of such
conflict.

     An Asset Sale Offer shall be made pursuant to the provisions of Section 3.9
hereof. No later than the date which is five Business Days after the date on
which the aggregate amount of Excess



                                       36
<PAGE>



Proceeds exceeds $10.0 million, the Company shall notify the Trustee of such
Asset Sale Offer and provide the Trustee with an Officers' Certificate setting
forth the calculations used in determining the amount of Net Proceeds to be
applied to the purchase of Notes. The Company shall commence or cause to be
commenced the Asset Sale Offer on a date no later than 15 Business Days after
such notice (the "COMMENCEMENT DATE").

          (l) CHANGE OF CONTROL OFFER.

     ss. 4.17. CHANGE OF CONTROL OFFER.

     (a) Upon the occurrence of a Change of Control, each Holder of Notes shall
have the right to require the Company to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the
offer described below (the "CHANGE OF CONTROL OFFER") at an offer price in cash
equal to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest to but excluding the date of repurchase (the "CHANGE OF CONTROL
PAYMENT").

     Within 30 calendar days following any Change of Control, the Company shall
mail a notice to each Holder stating:

          (1) that the Change of Control Offer is being made pursuant to this
     Section 4.17 and that all Notes tendered shall be accepted for payment;

          (2) the purchase price and the purchase date, which shall be no
     earlier than 30 calendar days nor later than 60 calendar days from the date
     such notice is mailed (the "CHANGE OF CONTROL PAYMENT DATE");

          (3) that any Note not tendered shall continue to accrue interest;

          (4) that, unless the Company defaults in the payment of the Change of
     Control Payment, all Notes accepted for payment pursuant to the Change of
     Control Offer shall cease to accrue interest on and after the Change of
     Control Payment Date;

          (5) that Holders electing to have any Notes purchased pursuant to a
     Change of Control Offer shall be required to surrender the Notes, with the
     form entitled "Option of Holder to Elect Purchase" on the reverse of the
     Notes completed, to the paying agent at the address specified in such
     notice prior to the close of business on the fifth Business Day preceding
     the Change of Control Payment Date;

          (6) that Holders will be entitled to withdraw their election if the
     Paying Agent receives, not later than the close of business on the second
     Business Day preceding the Change of Control Payment Date, facsimile
     transmission or letter setting forth the name of the Holder, the principal
     amount of Notes delivered for purchase, and a statement that such Holder is
     withdrawing its election to have such Notes purchased; and

          (7) that Holders whose Notes are being purchased only in part will be
     issued new Notes equal in principal amount to the unpurchased portion of
     the Notes


                                       37
<PAGE>

     surrendered, which unpurchased portion must be equal to $1,000 in principal
     amount or an integral multiple thereof.

     The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable to the repurchase of the Notes
in connection with a Change of Control. To the extent that the provisions of any
securities laws or regulations conflict with this Section 4.17, the Company
shall comply with the applicable securities laws and regulations and shall not
be deemed to have breached its obligations under the Indenture or the First
Supplemental Indenture by virtue of such conflict.

     (b) On the Change of Control Payment Date, the Company shall, to the extent
lawful:

          (1) accept for payment Notes or portions thereof tendered pursuant to
     the Change of Control Offer;

          (2) deposit with the Paying Agent an amount equal to the Change of
     Control Payment in respect of all Notes or portions thereof so tendered;
     and

          (3) deliver or cause to be delivered to the Trustee the Notes so
     accepted together with an Officers' Certificate stating the Notes or
     portions thereof tendered to the Company.

     The Paying Agent shall promptly mail to each Holder of Notes so accepted
the Change of Control Payment for such Notes, and the Trustee shall promptly
authenticate and mail to each Holder a new Note equal in principal amount to any
unpurchased portion of the Notes surrendered, if any; provided that each such
new Note shall be in a principal amount of $1,000 or an integral multiple
thereof. Prior to complying with the provisions of this Section 4.17, but in any
event within 90 calendar days following a Change of Control, the Company shall
either repay all outstanding Senior Debt or obtain the requisite consents, if
any, under all agreements governing outstanding Senior Debt to permit the
repurchase of Notes required by this Section 4.17. The Company shall publicly
announce in The Wall Street Journal, or if no longer published, a national
newspaper of general circulation, the results of the Change of Control Offer on
or as soon as practicable after the Change of Control Payment Date.

     The Company shall not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in this Section 4.17 applicable to a Change of Control Offer made by the Company
and purchases all Notes properly tendered and not withdrawn under the Change of
Control Offer.

     (m) CORPORATE EXISTENCE.

     With respect to the Notes issued under this First Supplemental Indenture,
Section 4.5 of the Indenture is replaced in its entirety as follows:

     ss. 4.5. CORPORATE EXISTENCE.



                                       38
<PAGE>



     Subject to Section 4.13 and Article V of the Indenture, as the case may be,
the Company and each of the Restricted Subsidiaries shall do or cause to be done
all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of their Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company, any
such Restricted Subsidiary or any such Subsidiary, as the case may be, and (ii)
the rights (charter and statutory), licenses and franchises of the Company, the
Restricted Subsidiaries and their respective Subsidiaries; PROVIDED, HOWEVER,
that the Company and the Restricted Subsidiaries shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any of their respective Subsidiaries, if an officer of the
Company shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company, the Restricted Subsidiaries and
their Subsidiaries, taken as a whole, and that the loss thereof is not adverse
in any material respect to the Holders of the Notes.

     Section 2.7. MERGERS, CONSOLIDATIONS, OR SALE OF ASSETS.

     With respect to the Notes issued under this First Supplemental Indenture,
Section 5.1 of the Indenture is replaced in its entirety as follows:

     ss.5.1. MERGERS, CONSOLIDATIONS, 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 Person unless:

          (1) the Company is the surviving corporation 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;

          (2) 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 Notes, the First
     Supplemental Indenture and the Indenture (pursuant to a supplemental
     indenture in a form reasonably satisfactory to the Trustee);

          (3) immediately after such transaction no Default or Event of Default
     exists; and

          (4) the Company or any Person formed by or surviving any such
     consolidation or merger, or to which such sale, assignment, transfer,
     lease, conveyance or other disposition shall have been made, will, at the
     time of such transaction and after giving pro forma effect thereto, be
     permitted to incur at least $1.00 of additional Indebtedness pursuant to
     the test set forth in the first paragraph of Section 4.8 of the Indenture.



                                       39
<PAGE>



          Section 2.8. EVENTS OF DEFAULT.

     With respect to the Notes issued under this First Supplemental Indenture,
Section 6.1 of the Indenture is hereby replaced in its entirety as follows:

     ss.6.1. EVENTS OF DEFAULT.

     Each of the following constitutes an "Event of Default:"

          (1) default for 30 days in the payment when due of interest on the
     Notes (whether or not prohibited by the subordination provisions of Article
     XIII of the Indenture);

          (2) default in payment when due of the principal of or premium, if
     any, on the Notes (whether or not prohibited by the subordination
     provisions in Article XIII of the Indenture);

          (3) failure by the Company to comply with Section 4.17 of the
     Indenture;

          (4) failure by the Company or any Guarantor for 60 days after written
     notice from the Trustee or Holders of not less than 25% of the aggregate
     principal amount of the Notes (including the Additional Notes, if any) then
     outstanding to comply with any of its other agreements in the Indenture,
     the First Supplemental Indenture, the Notes or the Subsidiary Guarantees
     (in order to be effective, such notice must be in writing, specify the
     Default, demand that it be remedied and state that the notice is a "Notice
     of Default");

          (5) default under any mortgage, indenture or instrument under which
     there may be issued or by which there may be secured or evidenced any
     Indebtedness for money borrowed by the Company or any of its Restricted
     Subsidiaries (or the payment of which is guaranteed by the Company or any
     of its Restricted Subsidiaries) whether such Indebtedness or guarantee
     exists on the date of the First Supplemental Indenture or is created
     thereafter, if:

               (i) such default results in the acceleration of such Indebtedness
          prior to its express maturity or shall constitute a default in the
          payment of such Indebtedness at final maturity of such Indebtedness
          and

               (ii) the principal amount of any such Indebtedness that has been
          accelerated or not paid at maturity, when added to the aggregate
          principal amount of all other such Indebtedness that has been
          accelerated or not paid at maturity, exceeds $10.0 million;

          (6) a final judgment or final judgments for the payment of money are
     entered by a court or courts of competent jurisdiction against the Company
     or any of its Restricted Subsidiaries and such judgments remain unpaid,
     undischarged or unstayed for a period of 60 days, provided that the
     aggregate of all such unpaid, undischaraged or unstayed judgments exceeds
     $10.0 million;



                                       40
<PAGE>



          (7) the Company or any of its Restricted Subsidiaries that is a
     Significant Subsidiary:

               (i) commences a voluntary case,

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

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

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

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

          in each case, pursuant to or within the meaning of any Bankruptcy
          Law; or

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

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

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

               (iii) orders the liquidation of the Company or any of its
          Restricted Subsidiaries that is a Significant Subsidiary,

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

          (9) except as permitted by the Indenture, the First Supplemental
     Indenture or the Subsidiary Guarantees, any Subsidiary Guarantee issued by
     a Restricted Subsidiary shall be held in any judicial proceeding to be
     unenforceable or invalid or shall cease for any reason to be in full force
     and effect, or any Restricted Subsidiary or any Person acting on behalf of
     any Restricted Subsidiary shall deny or disaffirm in writing its
     obligations under its Subsidiary Guarantee.

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

Section 2.9. ACCELERATION.

     With respect to the Notes issued under this First Supplemental Indenture,
Section 6.2 of the Indenture is hereby replaced in its entirety as follows:

     ss.6.2. ACCELERATION OF MATURITY.



                                       41
<PAGE>


     If any Event of Default (other than an Event of Default specified in
clauses (7)(i) through (7)(v) and (8) of Section 6.1 of the Indenture relating
to the Company or any of its Restricted Subsidiaries that is a Significant
Subsidiary) occurs and is continuing, the Trustee by notice to the Company or
the Holders of at least 25% in principal amount of the then outstanding Notes by
notice to the Company and the Trustee may declare the unpaid principal of and
any interest on all the Notes to be due and payable immediately; provided,
however, that if any Obligation with respect to Senior Bank Debt is outstanding
pursuant to the Credit Agreement upon a declaration of acceleration of the
Notes, the principal, premium, if any, and interest on the Notes will not be
payable until the earlier of:

          (1) the day which is five Business Days after written notice of
     acceleration is received by the Company and the Credit Agent or

          (2) the date of acceleration of the Indebtedness under the Credit
     Agreement. If an Event of Default specified in clauses (7)(i) through
     (7)(v) and (8) of Section 6.1 of the Indenture with respect to the Company
     or any Restricted Subsidiary that is a Significant Subsidiary occurs, the
     principal of, and premium, if any, and any accrued and unpaid interest on
     all outstanding Notes will become immediately due and payable without
     further action or notice.

     In the event of a declaration of acceleration of the Notes because an Event
of Default has occurred and is continuing as a result of the acceleration of any
Indebtedness described in clause (5) of Section 6.1 of the Indenture, the
declaration of acceleration of the Notes shall be automatically annulled if the
holders of any Indebtedness described in such clause have rescinded the
declaration of acceleration in respect of such Indebtedness within 30 days from
the date of such declaration and if:

          (1) the annulment of the acceleration of the Notes would not conflict
     with any judgment or decree of a competent jurisdiction and

          (2) all existing Events of Default, except non-payment of principal or
     interest on the Notes that became due solely because of the acceleration of
     the Notes, have been cured or waived.

     In the case of any Event of Default occurring by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding payment of the Make Whole Price or premium, as
applicable, that the Company would have had to pay if the Company then had
elected to redeem the Notes pursuant to the optional redemption provisions of
the Indenture, the applicable Make Whole Price, or an equivalent premium, as the
case may be, shall become and be immediately due and payable to the extent
permitted by law upon the acceleration of the Notes.

Section 2.10. AMENDMENTS AND WAIVERS.

     With respect to the Notes issued under this First Supplemental Indenture,
the following Sections replace in their entirety Sections 9.1, 9.2, 9.3 and 9.5
of the Indenture:



                                       42
<PAGE>



     ss.9.1. WITHOUT CONSENT OF HOLDERS.

     Notwithstanding Section 9.2 of the Indenture, without the consent of any
Holder of Notes, the Company, the Guarantors and the Trustee may amend or
supplement the Indenture or the Notes:

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

     (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes,

     (c) to provide for the assumption of the Company's or any Guarantor's
obligations to Holders of the Notes in the case of a merger or consolidation,

     (d) to make any change that would provide any additional rights or benefits
to the Holders of the Notes (including providing for additional Subsidiary
Guarantees pursuant to Section 4.13 of the Indenture) or that does not
materially adversely affect the legal rights under the Indenture of any such
Holder, or

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

     Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.2 of the Indenture, the Trustee shall join with the Company and the Guarantors
in the execution of any amended or supplemental Indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental Indenture that
affects its own rights, duties or immunities under this Indenture or otherwise.

ss.9.2. WITH CONSENT OF HOLDERS.

     Except as provided Section 9.1 and Section 9.3 of the Indenture, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the Notes then outstanding
(including consents obtained in connection with a tender offer or exchange offer
for Notes), and, subject to Sections 6.8 and 6.12 of the Indenture) any existing
Default or Event of Default (other than a Default or Event of Default in the
payment of the principal of, premium, if any, or interest on the Notes, except a
payment default resulting from an acceleration that has been rescinded) or
compliance with any provision of the Indenture or the Notes may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding Notes (including consents obtained in connection with a tender offer
or exchange offer for Notes).

     It shall not be necessary for the consent of the Holders of Notes under
this Section 9.2 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

     Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence reasonably
satisfactory to the Trustee of the consent of the Holders of Notes as



                                       43
<PAGE>




aforesaid, and upon receipt by the Trustee of the documents described in Section
7.2 hereof, the Trustee shall join with the Company and the Guarantors in the
execution of such amended or supplemental Indenture unless such amended or
supplemental Indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such amended or
supplemental Indenture.

     ss.9.3. LIMITATIONS.

     Without the consent of each Holder affected, an amendment or waiver may not
(with respect to any Notes held by a non-consenting Holder of Notes):

          (1) reduce the principal amount of Notes whose Holders must consent to
     an amendment, supplement or waiver;

          (2) reduce the principal of or change the fixed maturity of any Note
     or alter any of the provisions with respect to the redemption of the Notes
     in a manner adverse to the Holders of the Notes;

          (3) reduce the rate of or change the time for payment of interest on
     any Note;

          (4) waive a Default or Event of Default in the payment of principal of
     or premium, if any, or interest on the Notes (except a rescission of
     acceleration of the Notes by the Holders of at least a majority in
     aggregate principal amount of the then outstanding Notes and a waiver of
     the payment default that resulted from such acceleration);

          (5) make any Note payable in money other than that stated in the
     Notes;

          (6) make any change in the provisions of the Indenture relating to
     waivers of past Defaults or the rights of Holders of Notes to receive
     payments of principal of or premium, if any, or interest on the Notes;

          (7) waive a redemption payment with respect to any Note (other than a
     payment required by Section 4.16 and Section 4.17 of the Indenture);

          (8) except pursuant to the Indenture, release any Guarantor from its
     obligations under its Subsidiary Guarantee, or change any Subsidiary
     Guarantee in any manner that would materially adversely affect the Holders;
     or

          (9) make any change in the foregoing amendment and waiver provisions.

     It shall not be necessary for the consent of the Holders of Notes under
this Section 9.3 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.



                                       44
<PAGE>



     ss.9.5. REVOCATION AND EFFECT OF CONSENTS.

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

     Any amendment or waiver once effective shall bind every Holder unless it is
of the type described in any of clauses (1) through (8) of Section 9.3. In that
case, the amendment or waiver shall bind each Holder who has consented to it and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note.

Section 2.11. SUBSIDIARY GUARANTEES.

     With respect to the Notes issued under this Supplemental Indenture, Article
XII of the Indenture shall apply, and the Notes shall constitute a Series to be
guaranteed by the Guarantors pursuant to Article XII of the Indenture.

Section 2.12. LEGAL DEFEASANCE AND COVENANT DEFEASANCE.

     With respect to the Notes issued under this Supplemental Indenture, Article
VIII of the Indenture shall apply, and the Company shall have the option to
effect Legal Defeasance or Covenant Defeasance pursuant to Article VIII of the
Indenture. In connection with any Covenant Defeasance, the Company shall be
released from its obligations under the covenants specified in Sections 2.6 and
2.7 of this First Supplemental Indenture.

Section 2.13. SUBORDINATION.

     (a) With respect to the Notes issued under this Supplemental Indenture,
Article XIII of the Indenture shall apply, and the Notes shall be subject to
subordination pursuant to Article XIII of the Indenture. In addition, with
respect to the Notes issued under this First Supplemental Indenture, the
following Sections shall be added to Article XIII of the Indenture.

     (b) Guarantors May Consolidate, etc., on Certain Terms.

     ss.13.27. GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

     No Guarantor shall consolidate with or merge with or into (whether or
not such Guarantor is the surviving Person), another Person whether or not it
is affiliated with such Guarantor unless (i) subject to the provisions of
Section 11.28 hereof, the Person formed by or surviving any such
consolidation or merger (if other than a Guarantor) assumes all the
obligations of such Guarantor pursuant to a supplemental indenture in form
reasonably satisfactory to the Trustee, under its Subsidiary Guarantee, the
Notes and this Indenture, (ii) immediately after giving effect to such
transaction, no Default or Event of Default exists, and (iii) such Guarantor,
or any Person formed by or surviving any such consolidation or merger, will
be permitted to incur, immediately after giving effect to such transaction,
at least $1.00 of additional Indebtedness pursuant to the first paragraph of
Section 4.8 hereof. In case of any such consolidation, merger, sale or
conveyance and upon the assumption by the

                                       45
<PAGE>



successor Person, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee
in this Indenture and the due and punctual performance and observance of all
of the covenants and conditions of this Indenture to be performed by the
Guarantor, such successor Person shall succeed to and be substituted for the
Guarantor with the same effect as if it had been named herein as a Guarantor.

     (c) Releases Following Sale of Assets or Designation as Unrestricted
Subsidiary.

     ss.13.28. RELEASES FOLLOWING SALE OF ASSETS OR DESIGNATION AS UNRESTRICTED
SUBSIDIARY.

     In the event of (a) a sale or other disposition of all or substantially
all of the assets of any Guarantor, by way of merger, consolidation or
otherwise, or (b) a sale or other disposition of all of the capital stock of
any Guarantor, or (c) the designation of a Restricted Subsidiary as an
Unrestricted Subsidiary in accordance with the terms of Section 4.14 hereof,
then such Guarantor (in the event of a sale or other disposition, by way of
such a merger, consolidation or otherwise, of all of the capital stock of
such Guarantor, or in the event of the designation of such Guarantor as an
Unrestricted Subsidiary) or the Person acquiring the property (in the event
of a sale or other disposition of all or substantially all of the assets of
such Guarantor) shall be released and relieved of its obligations under its
Subsidiary Guarantee; provided that the Net Proceeds of such sale or other
disposition are applied in accordance with Section 4.16 hereof.

                                   ARTICLE 3.

                                  MISCELLANEOUS

Section 3.1. EFFECT OF HEADINGS.

     The Article and Section headings herein are for convenience only and shall
not affect the construction hereof.

Section 3.2. SUCCESSORS AND ASSIGNS.

     All covenants and agreements in this First Supplemental Indenture by the
Company shall bind its successors and assigns, whether so expressed or not.

Section 3.3. SEPARABILITY CLAUSE.

     In case any provision in this First Supplemental Indenture or in the Notes
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.



                                       46
<PAGE>




Section 3.4. GOVERNING LAW.

     This First Supplemental Indenture and the Notes created hereby shall be
governed by and construed in accordance with the laws of the State of New York
without giving effect to any conflicts of law provisions (other than Section
5-1401 of the New York General Obligations Law) that might cause this First
Supplemental Indenture and the Notes to be governed by or construed or enforced
in accordance with the laws of any other jurisdiction.

Section 3.5. FIRST SUPPLEMENT TO SUPERSEDE INDENTURE.

     The Indenture, as supplemented by this First Supplemental Indenture,
remains in full force and effect as of the date hereof. Notwithstanding the
foregoing, to the extent that any provision of the Indenture shall conflict
with any provision of this First Supplemental Indenture, the terms of this
First Supplemental Indenture shall be deemed controlling and the conflicting
provision of the Indenture shall be null and void to the extent of such
conflict.

           [THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]



                                       47
<PAGE>



     IN WITNESS WHEREOF, the parties have caused this First Supplemental
Indenture to be duly executed, and attested, all as of the date and year first
written above.



                           IRON MOUNTAIN INCORPORATED


                           By:
                                -----------------------------------------------
                                Name:
                                Title:


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


                           By:
                                -----------------------------------------------
                                Name:
                                Title:


                           IRON MOUNTAIN/NATIONAL UNDERGROUND STORAGE, LLC
                           IRON MOUNTAIN CONSULTING SERVICES, LLC
                           IRON MOUNTAIN CONFIDENTIAL DESTRUCTION LLC

                           By:  Iron Mountain Records Management, Inc.,
                                 its sole Member


                           By:
                                -----------------------------------------------
                                Name:
                                Title:


                           [Indenture Signature Page]


<PAGE>




                           IRON MOUNTAIN GLOBAL LLC

                           By:  Iron Mountain Global, Inc., its sole Member


                           By:
                               ------------------------------------------------
                               Name:
                               Title:


                           ARCUS DATA SECURITY LLC

                           By:  Arcus Data Security, Inc., its sole Member

                           By:
                               ------------------------------------------------
                               Name:
                               Title:



                  [First Supplemental Indenture Signature Page]

<PAGE>



                           THE BANK OF NEW YORK, as Trustee



                           By:
                               ------------------------------------------------
                               Name:
                               Title:


                  [First Supplemental Indenture Signature Page]

<PAGE>



                                                                       EXHIBIT A




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


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




                                 [Face of Note]
                    8 5/8% Senior Subordinated Notes due 2013

No.  ___________________                                       $_______________


                           IRON MOUNTAIN INCORPORATED

promises to pay to _______ or registered assigns, the principal sum of ________
Dollars on April 1, 2013.

     Interest Payment Dates: April 1 and October 1

     Record Dates: March 15 and September 15

     Dated: April [ ], 2001


     CUSIP No. ________________


                               IRON MOUNTAIN INCORPORATED



                               By:
                                   --------------------------------------------
                                   Name:
                                   Title:


                               By:
                                   --------------------------------------------
                                   Name:
                                   Title:


                                     (SEAL)


This is one of the Notes
referred to in the within-
mentioned Indenture:

THE BANK OF NEW YORK,
as Trustee


By:
   -----------------------------------------
            Authorized Signature


<PAGE>



                                 [Back of Note]
                    8 5/8% Senior Subordinated Notes due 2013

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

     Unless and until it is exchanged in whole or in part for Notes in
definitive form, this Note may not be transferred except as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository or by the Depository or any
such nominee to a successor Depository or a nominee of such successor
Depository. Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"),
to the issuer or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or such other
name as may be requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or such other entity as may be requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

     Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

     1. INTEREST. Iron Mountain Incorporated, a Pennsylvania corporation (the
"COMPANY") promises to pay interest on the principal amount of this Note at 8
5/8% per annum from April [ ], 2001 until April 1, 2013. The Company shall
pay interest, semi-annually in arrears on April 1 and October 1 of each year,
or if any such day is not a Business Day, on the next succeeding Business Day
(each an "INTEREST PAYMENT DATE"). Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; PROVIDED that if there is no existing
Default in the payment of interest, and if this Note is authenticated between
a record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest
Payment Date; PROVIDED, FURTHER, that the first Interest Payment Date shall
be October 1, 2001. The Company shall pay interest (including post-petition
interest to the extent allowed in any proceeding under any Bankruptcy Law) on
overdue principal from time to time on demand at a rate equal to the per
annum rate on the Notes then in effect; it shall pay interest (including
post-petition interest to the extent allowed in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

     2. METHOD OF PAYMENT. The Company will pay principal and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts. The Company, however, may pay principal, premium, if
any, and interest by check payable in such money. It may mail an interest check
to a Holder's registered address.


<PAGE>




     3. PAYING AGENT, REGISTRAR AND SERVICE AGENT. Initially, The Bank of New
York, the Trustee under the Indenture, will act as Paying Agent, Registrar and
Service Agent. The Notes may be presented for registration of transfer and
exchange at the offices of the Registrar. The Company may change any Paying
Agent, Service Agent or Registrar without notice to any Holder. The Company or
any of its Subsidiaries may act in any such capacity.

     4. INDENTURE. The Company issued the Notes under an Indenture dated as of
April 3, 2001 (the "BASE Indenture") as supplemented by a First Supplemental
Indenture dated as of April 3, 2001 (the "SUPPLEMENTAL INDENTURE" and, together
with the Base Indenture, the "INDENTURE") among the Company, the Guarantors and
the Trustee. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The Notes are subject to
all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. The terms of the Indenture shall govern any
inconsistencies between the Indenture and the Notes. The Notes issued under the
Indenture are subordinated unsecured obligations of the Company limited to
$500,000,000 in aggregate principal amount.

     5. OPTIONAL REDEMPTION.

     Prior to April 1, 2006, the Notes will be subject to redemption at any time
at the option of the Company, in whole or in part, upon not less than 30 nor
more than 60 days' notice, at the Make-Whole Price, plus accrued and unpaid
interest thereon to the applicable redemption date. At any time on or after
April 1, 2006, the Company may redeem any portion of the Notes, in whole or in
part, on at least 30 days, but no more than 60 days' notice at the following
prices (expressed as a percentage of the principal amount), together with
accrued and unpaid interest to, but excluding, the redemption date:

<TABLE>
<CAPTION>
                  REDEMPTION PERIOD                            REDEMPTION PRICE
<S>                                                               <C>
April 1, 2006 to March 31, 2007...........................          104.313%
April 1, 2007 to March 31, 2008...........................          102.875%
April 1, 2008 to March 31, 2009...........................          101.438%
April 1, 2009 and thereafter..............................          100.000%
</TABLE>


     Notwithstanding the foregoing, at any time prior to April 1, 2004, the
Company may redeem up to 35% of the initial principal amount of the Notes
originally issued with the net proceeds of one or more Qualified Equity
Offerings at a redemption price equal to 108.625% of the principal amount of
such Notes, plus accrued and unpaid interest, if any, to the date of
redemption; provided, that at least 65% of the principal amount of Notes
originally issued remains outstanding immediately after the occurrence of any
such redemption and that such redemption occurs within 60 days following the
closing of any such Qualified Equity Offering.

     6. NOTICE OF REDEMPTION.

     Notice of redemption will be mailed at least 30 days but not more than 60
days before the redemption date to each Holder of the Notes to be redeemed at
such Holder's address of record. The Notes in denominations larger than $1,000
may be redeemed in part but only in integral multiples of $1,000, unless all the
Notes held by a Holder are to be redeemed. In the event of a redemption of less
than all of the Notes, the Notes will be chosen for redemption by the Trustee in
accordance with the Indenture. On and after the redemption date, interest ceases
to accrue on the Notes or portions of them called for redemption.


<PAGE>



     If this Note is redeemed subsequent to a Record Date with respect to any
Interest Payment Date specified above and on or prior to such Interest Payment
Date, then any accrued interest will be paid to the Person in whose name this
Note is registered at the close of business on such Record Date.

     7. MANDATORY REDEMPTION. Except as set forth in paragraph 8 below, the
Company shall not be required to make mandatory redemption payments with respect
to the Notes. There are no sinking fund payments with respect to the Notes.

     8. REPURCHASE AT OPTION OF HOLDER. This Note is subject to purchase at the
option of the Holder upon the circumstances set forth in Sections 3.9, 4.16 and
4.17 of the Indenture.

     9. SUBORDINATION. The payment of the principal of, interest on or any other
amounts due on the Notes is subordinated in right of payment to all existing and
future Senior Debt of the Company, as described in the Indenture. Each Holder,
by accepting a Note, agrees to such subordination and authorizes and directs the
Trustee on its behalf to take such action as may be necessary or appropriate to
effectuate the subordination so provided and appoints the Trustee as its
attorney-in-fact for such purpose.

     10. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in minimum denominations of $1,000 and integral multiples of
$1,000 in excess thereof. The transfer of Notes may be registered and Notes may
be exchanged as provided in the Indenture.

     11. PERSONS DEEMED OWNERS. Prior to due presentment to the Trustee for
registration of the transfer of this Note, the Trustee, any Agent, the Company
and the Guarantors may deem and treat the Person in whose name this Note is
registered as its absolute owner for the purpose of receiving payment of
principal of, premium, if any, and interest on this Note and for all other
purposes whatsoever, whether or not this Note is overdue, and none of the
Trustee, any Agent, the Company or any Guarantor shall be affected by notice to
the contrary. The registered Holder of a Note may be treated as its owner for
all purposes.

     12. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture with respect to the Notes or the Notes may be amended or supplemented
with the written consent of the Holders of a majority in principal amount of the
then outstanding Notes, and any existing default or compliance with any
provision of the Indenture with respect to the Notes or the Notes may be waived
with the consent of the Holders of a majority in principal amount of the Notes
(including, in each case, Additional Notes, if any). Without the consent of any
Holder of the Notes, the Indenture with respect to the Notes or the Notes may be
amended or supplemented to, in addition to other events more fully described in
the Indenture, cure any ambiguity, defect or inconsistency, provide for
uncertificated Notes in addition to or in place of certificated Notes, provide
for the assumption of the Company's or a Guarantor's obligations to Holders of
the Notes in the case of a merger or consolidation, make any change that would
provide any additional rights or benefits to the Holders of the Notes or that
does not materially adversely affect the legal rights under the Indenture of any
such Holder, or comply with requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the TIA.


<PAGE>




     13. DEFAULTS AND REMEDIES. An Event of Default with respect to the Notes
includes: the default for 30 days in the payment when due of interest on the
Notes (whether or not prohibited by the subordination provisions of the
Indenture); the default in payment when due of the principal of or premium, if
any, on the Notes (whether or not prohibited by the subordination provisions of
the Indenture); the failure by the Company to comply with Section 4.17 of the
Indenture; the failure by the Company or any Guarantor for 60 days after written
notice from the Trustee or Holders of not less than 25% of the aggregate
principal amount of the Notes (including Additional Notes, if any) outstanding
to comply with any of its other agreements in the Indenture, Notes or the
Subsidiary Guarantees; the default under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries) whether such Indebtedness or guarantee exists on the
date of the Indenture or is created thereafter, if: (i) such default results in
the acceleration of such Indebtedness prior to its express maturity or shall
constitute a default in the payment of such Indebtedness at final maturity of
such Indebtedness and (ii) the principal amount of any such Indebtedness that
has been accelerated or not paid at maturity, when added to the aggregate
principal amount of all other such Indebtedness that has been accelerated or not
paid at maturity, exceeds $10.0 million; the failure by the Company or any of
its Restricted Subsidiaries to pay final judgments aggregating in excess of
$10.0 million, which judgments remain unpaid, undischarged or unstayed for a
period of 60 days; certain events of bankruptcy or insolvency with respect to
the Company or any of its Restricted Subsidiaries that is a Significant
Subsidiary; or except as permitted by the Indenture or the Subsidiary
Guarantees, any Subsidiary Guarantee issued by a Restricted Subsidiary shall be
held in any judicial proceeding to be unenforceable or invalid or shall cease
for any reason to be in full force and effect, or any Restricted Subsidiary or
any Person acting on behalf of any Restricted Subsidiary shall deny or disaffirm
in writing its obligations under its Subsidiary Guarantee.

     If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes
(including Additional Notes, if any) may declare all the Notes to be due and
payable immediately; provided, however, that if any Obligation with respect to
Senior Bank Debt is outstanding pursuant to the Credit Agreement upon a
declaration of acceleration of the Notes, the principal, premium, if any, and
interest on the Notes will not be payable until the earlier of: (1) the day
which is five business days after written notice of acceleration is received by
the Company and the Credit Agent or (2) the date of acceleration of the
Indebtedness under the Credit Agreement. Notwithstanding the foregoing, in the
case of an Event of Default arising from certain events of bankruptcy or
insolvency with respect to the Company or any Restricted Subsidiary that is a
Significant Subsidiary, the principal of, and premium, if any, and any accrued
and unpaid interest on all outstanding Notes will become due and payable without
further action or notice. In the event of a declaration of acceleration of the
Notes because an Event of Default has occurred and is continuing as a result of
the acceleration of any Indebtedness described in Section 6.1(5) of the
Indenture, the declaration of acceleration of the Notes shall be automatically
annulled if the holders of any Indebtedness described in such section have
rescinded the declaration of acceleration in respect of such Indebtedness within
30 days from the date of such declaration and if: (1) the annulment of the
acceleration of the Notes would not conflict with any judgment or decree of a
competent jurisdiction and (2) all existing Events of Default, except
non-payment of principal or interest on the Notes that became due solely because
of the acceleration of the Notes, have been cured or waived.

     Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise
of any trust or power. The Trustee may withhold from Holders of the Notes
notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it
determines

<PAGE>


that withholding notice is in their interest. The Company is required to deliver
to the Trustee annually a statement regarding compliance with the Indenture, and
the Company is required, upon becoming aware of any Default or Event of Default,
to deliver to the Trustee a statement specifying such Default or Event of
Default and what action the Company is taking or proposes to take thereto.

     14. SUBSIDIARY GUARANTEES. Payment of principal of, premium, if any, and
interest (including interest on overdue principal, premium, if any, and
interest, if lawful) on the Notes is guaranteed on an unsecured, senior
subordinated basis by the Guarantors pursuant to Article XII of the Indenture.

     15. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

     16. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator or stockholder, as such, of the Company or any
Guarantor shall have any liability for any obligations of the Company or any
Guarantor under the Notes, the Subsidiary Guarantees or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. Each Holder by accepting a Note and the related Subsidiary Guarantees
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.

     17. AUTHENTICATION. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.

     18. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).

     19. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

     The Company shall furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

                           Iron Mountain Incorporated
                           745 Atlantic Avenue
                           Boston, Massachusetts 02111
                           Attention:  Chief Financial Officer



<PAGE>


                                 ASSIGNMENT FORM


     To assign this Note, fill in the form below: (I) or (we) assign and
transfer this Note to

-------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

-------------------------------------------------------------------------------
          (Print or type assignee's name, address and zip code)

and irrevocably appoint -------------------------------------------------------
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

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


Date:  __________

Your Signature:
                 --------------------------------------------------------------
(Sign exactly as your name appears on the face of this Note)

Signature Guarantee:


<PAGE>



                       OPTION OF HOLDER TO ELECT PURCHASE


     If you want to elect to have this Note purchased by the Company pursuant to
Section 4.16 or 4.17 of the Indenture, check the box below:

                        /  /  Section 4.16

                        /  /  Section 4.17

     If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.16 or 4.17 of the Indenture, state the amount you elect to
have purchased: $________


Date:  __________            Your Signature:
                                              ---------------------------------
                             (Sign exactly as your name appears on the Note)

                             Tax Identification No.:
                                                     --------------------------

Signature Guarantee:





<PAGE>


                         SCHEDULE OF EXCHANGES OF NOTES


     The following exchanges of a part of this Global Note for Definitive Notes
have been made:

<TABLE>
<CAPTION>
                                                                           Principal Amount of       Signature of
                           Amount of decrease    Amount of increase in      this Global Note       authorized office
                           in Principal Amount    Principal Amount of        following such          of Trustee or
    Date of Exchange       of this Global Note      this Global Note     decrease (or increase)      Service Agent
---------------------------------------------------------------------------------------------------------------------
<S>                        <C>                      <C>                  <C>                         <C>
</TABLE>



<PAGE>


                                    EXHIBIT B

       FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY FUTURE GUARANTORS

     SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of
________________, _____, between __________________ (the "GUARANTOR"), a
subsidiary of Iron Mountain Incorporated (or its successor), a Pennsylvania
corporation (the "COMPANY"), and The Bank of New York, a New York banking
corporation, as trustee under the Indenture referred to below (the "TRUSTEE").

                               W I T N E S S E T H

     WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture, dated as of April 3, 2001, as supplemented by the First
Supplemental Indenture, dated as of April 3, 2001 (the indenture as so
supplemented, the "Indenture") providing for the issuance of an aggregate
principal amount of $225,000,000 of 8 5/8% Senior Subordinated Notes due 2013
(the "NOTES");

     WHEREAS, Section 4.13 of the Indenture provides that under certain
circumstances the Company is required to cause the Guarantor to execute and
deliver to the Trustee a supplemental indenture pursuant to which the Guarantor
shall unconditionally guarantee all of the Company's obligations under the Notes
pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein;
and

     WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

     NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guarantor and the Trustee mutually covenant and agree for the equal and ratable
benefit of the Holders of the Notes as follows:

     1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

     2. AGREEMENT TO GUARANTEE. The Guarantor hereby agrees that its
obligations to the Holder and the Trustee pursuant to this Subsidiary
Guarantee shall be as expressly set forth in Article XII of the Indenture and
in such other provisions of the Indenture as are applicable to the Guarantors
(including, without limitation, Article XIII of the Indenture), and reference
is made to the Indenture for the precise terms of this Supplemental
Indenture. The terms of Article XII of the Indenture and such other
provisions of the Indenture (including, without limitation, Article XIII of
the Indenture) as are applicable to the Guarantors are incorporated herein by
reference.

     3. EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEES

          (a) If an Officer whose signature is on this Supplemental Indenture
     no longer holds that office at the time the Trustee authenticates the Note,
     the Subsidiary Guarantee shall be valid nevertheless.

          (b) The delivery of any Note by the Trustee, after the authentication
     thereof under the Indenture, shall constitute due delivery of the
     Subsidiary Guarantee set forth in this Supplemental Indenture on behalf of
     the Guarantor.
<PAGE>

     4. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder of the Guarantor, as such, shall
have any liability for any obligations of the Company or any Guarantor under the
Notes, any Subsidiary Guarantee, the Indenture or this Supplemental Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of the Notes by accepting a Note waives and releases
all such liability. The waiver and release are part of the consideration for
issuance of the Notes.

     5. NEW YORK LAW TO GOVERN. The internal law of the State of New York shall
govern and be used to construe this Supplemental Indenture and the Subsidiary
Guarantee.

     6. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

     7. EFFECT OF HEADINGS. The Section headings herein are for convenience only
and shall not affect the construction hereof.


                                      -2-
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first above written.

Dated:   _______________, _______
                                         [Guarantor]


                                         By:
                                             ---------------------------------
                                             Name:
                                             Title:


Dated:   _______________, _______
                                         The Bank of New York


                                         By:
                                             ---------------------------------
                                             Name:
                                             Title:



                                      -3-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>a2044106zex-10.txt
<DESCRIPTION>EXHIBIT 10
<TEXT>

<PAGE>

                                                                      EXHIBIT 10

                                  $225,000,000


                    8 5/8% SENIOR SUBORDINATED NOTES DUE 2013

                           IRON MOUNTAIN INCORPORATED


                             UNDERWRITING AGREEMENT


                                 March 27, 2001



Bear, Stearns & Co. Inc.
William Blair & Company, L.L.C.
Fleet Securities, Inc.
Goldman, Sachs & Co.
JPMorgan, a division of Chase Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith
                     Incorporated
   c/o Bear, Stearns & Co. Inc.
   245 Park Avenue
   New York, New York  10167


Ladies/Gentlemen:

     Iron Mountain Incorporated, a corporation organized and existing under the
laws of Pennsylvania (the "COMPANY"), proposes, subject to the terms and
conditions stated herein, to issue and sell to the several underwriters named in
Schedule I hereto (the "UNDERWRITERS") an aggregate of $225,000,000 principal
amount of the Company's 8 5/8% Senior Subordinated Notes due 2013 (the "NOTES").
The Notes will be irrevocably and unconditionally guaranteed (the "GUARANTEES")
by the subsidiaries of the Company listed in Schedule II hereto that have signed
this Agreement (each, a "GUARANTOR" and, collectively, the "GUARANTORS"), and
will be issued pursuant to an Indenture as supplemented by the First
Supplemental Indenture thereto (as so supplemented the "INDENTURE"), each to be
dated as of the Closing Date (as defined below), among the Company, the
Guarantors and The Bank of New York, as trustee (in such capacity, the
"TRUSTEE").

     The Company and the Underwriters, in accordance with the requirements of
Rule 2710(c)(8) and Rule 2720 ("RULE 2720") of the National Association of
Securities Dealers, Inc. (the "NASD") and subject to the terms and conditions
stated herein, also hereby confirm the engagement of the services of Bear,
Stearns & Co. Inc. (the "INDEPENDENT UNDERWRITER") as a "qualified independent
underwriter" within the



<PAGE>


meaning of Section (b)(15) of Rule 2720 in connection with the offering and sale
of the Notes.

     1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE GUARANTORS. The
Company and each of the Guarantors jointly and severally represents and warrants
to, and agree with, each of the Underwriters and the Independent Underwriter
that:

          (a) The Company has filed with the Securities and Exchange Commission
     (the "COMMISSION") a registration statement on Form S-3 (No. 333-54030)
     filed on January 19, 2001 and Amendment No. 1 thereto, filed on January 29,
     2001, and related base preliminary prospectuses for the registration under
     the Securities Act of 1933, as amended (the "SECURITIES ACT"), of
     $500,000,000 of the Company's securities as described therein, including
     the Notes, which registration statement, as so amended, has been declared
     effective by the Commission and copies of which have heretofore been
     delivered to the Underwriters and the Independent Underwriter. The
     registration statement, as amended, at the time it became effective,
     including the exhibits and information (if any) deemed to be part of the
     registration statement at the time of effectiveness pursuant to Rule 430A
     under the Securities Act, is hereinafter referred to as the "REGISTRATION
     STATEMENT." No stop order suspending the effectiveness of the Registration
     Statement has been issued and no proceeding for that purpose has been
     initiated or, to the Company's knowledge, threatened by the Commission. The
     Company will file the Prospectus (as defined below) with the Commission
     pursuant to Rule 424(b) of the rules and regulations of the Commission (the
     "RULES AND REGULATIONS"). The base prospectus contained in the Registration
     Statement at the time it was declared effective, as supplemented by the
     final prospectus supplement relating to the offering and sale of the Notes
     (the "OFFERING"), in the form in which it is to be filed with the
     Commission pursuant to Rule 424(b) of the Rules and Regulations, is
     hereinafter referred to as the "PROSPECTUS," except that if any revised
     prospectus or prospectus supplement shall be provided to the Underwriters
     and the Independent Underwriter by the Company for use in connection with
     the Offering which differs from the Prospectus (whether or not such revised
     prospectus or prospectus supplement is required to be filed by the Company
     pursuant to Rule 424(b) of the Rules and Regulations), the term
     "Prospectus" shall refer to such revised prospectus or prospectus
     supplement, as the case may be, from and after the time it is first
     provided to the Underwriters and the Independent Underwriter for such use.
     The preliminary prospectus supplement (and the related base prospectus)
     relating to the Offering filed with the Commission pursuant to Rule 424 of
     the Rules and Regulations is hereafter called the "Preliminary Prospectus."
     Any reference herein to the Registration Statement, the Preliminary
     Prospectus or the Prospectus shall be deemed to refer to and include the
     documents incorporated by reference therein pursuant to Item 12 of Form
     S-3, which were filed under the Securities Exchange Act of 1934, as amended
     (the "EXCHANGE ACT"), on or before the effective date of the Registration
     Statement, the date of such Preliminary Prospectus or the date of the
     Prospectus, as the case may be, and any reference herein to the terms
     "amend", "amendment" or "supplement" with respect to the Registration
     Statement, the Preliminary Prospectus or the Prospectus shall be deemed to
     refer to and include (i) the filing of any document under the Exchange Act
     after the effective date of the Registration Statement, the date of such
     Preliminary Prospectus or



                                       2
<PAGE>


     the date of the Prospectus, as the case may be, which is incorporated
     therein by reference and (ii) any such document so filed. All references in
     this Agreement to the Registration Statement, the Preliminary Prospectus
     and the Prospectus, or any amendments or supplements to any of the
     foregoing, shall be deemed to include any copy thereof filed with the
     Commission pursuant to its Electronic Data Gathering, Analysis and
     Retrieval System ("EDGAR").

          (b) At the time of the effectiveness of the Registration Statement or
     the effectiveness of any post-effective amendment to the Registration
     Statement, when the Prospectus is first filed with the Commission pursuant
     to Rule 424(b) or Rule 434 of the Rules and Regulations, when any
     supplement to or amendment of the Prospectus is filed with the Commission,
     when any document filed under the Exchange Act is filed and at the Closing
     Date (as hereinafter defined), the Registration Statement and the
     Prospectus and any amendments thereof and supplements thereto complied or
     will comply in all material respects with the applicable provisions of the
     Securities Act and the Rules and Regulations and the Exchange Act and the
     respective Rules and Regulations thereunder and did not and will not
     contain an untrue statement of a material fact and did not and will not
     omit to state any material fact required to be stated therein or necessary
     in order to make the statements therein (i) in the case of the Registration
     Statement, not misleading and (ii) in the case of the Prospectus or the
     Preliminary Prospectus, in light of the circumstances under which they were
     made, not misleading. When any related Preliminary Prospectus was first
     filed with the Commission (whether filed as part of the registration
     statement for the registration of the Notes or any amendment thereto or
     pursuant to Rule 424(a) of the Rules and Regulations) and when any
     amendment thereof or supplement thereto was first filed with the
     Commission, such Preliminary Prospectus and any amendments thereof and
     supplements thereto complied in all material respects with the applicable
     provisions of the Securities Act and the Rules and Regulations and the
     Exchange Act and the respective rules and regulations thereunder and did
     not contain an untrue statement of a material fact and did not omit to
     state any material fact required to be stated therein or necessary in order
     to make the statements therein, in light of the circumstances under which
     they were made, not misleading. No representation and warranty is made in
     this subsection (b), however, with respect to any information contained in
     or omitted from the Registration Statement or the Prospectus or any related
     Preliminary Prospectus or any amendment thereof or supplement thereto in
     reliance upon and in conformity with information furnished in writing to
     the Company by or on behalf of any Underwriter or the Independent
     Underwriter through you specifically for use therein ("UNDERWRITERS'
     INFORMATION"). The parties acknowledge and agree that the Underwriters'
     Information consists solely of the material included in the third and fifth
     paragraphs under the caption "Underwriting" in the prospectus supplement
     portion of the Prospectus.

          (c) Subsequent to the respective dates as of which information is
     given in the Registration Statement and the Prospectus, except as set forth
     in the Registration Statement and the Prospectus, there has been no
     material adverse change or any development involving a prospective material
     adverse change in the business, prospects, properties, operations,
     condition (financial or other) or results of operations of the Company and
     its subsidiaries, taken as a whole, whether or not arising from


                                       3
<PAGE>


     transactions in the ordinary course of business, and since the date of the
     latest balance sheet presented in the Registration Statement and the
     Prospectus, neither the Company nor any of its subsidiaries has incurred or
     undertaken any liabilities or obligations, direct or contingent, which are
     material to the Company and its subsidiaries taken as a whole, except for
     liabilities or obligations which are reflected in the Registration
     Statement and the Prospectus.

          (d) The conditions for use of Form S-3, as set forth in the General
     Instructions thereto, have been satisfied.

          (e) The documents incorporated or deemed to be incorporated by
     reference in the Prospectus, at the time they were or hereafter are filed
     with the Commission, complied and will comply in all material respects with
     the requirements of the Exchange Act and the rules and regulations of the
     Commission thereunder, and, when read together with the other information
     in the Prospectus, at the time the Registration Statement and any
     amendments thereto become effective and at the Closing Date (as hereinafter
     defined), will not contain any untrue statement of a material fact or omit
     to state a material fact required to be stated therein or necessary to make
     the statements therein, in the light of the circumstances under which they
     were made, not misleading.

          (f) The Company and each of its subsidiaries has been duly
     incorporated or formed, is validly existing as a corporation or limited
     liability company in good standing under the laws of its jurisdiction of
     incorporation or formation and has the corporate power and authority to
     carry on its business as it is currently being conducted and to own, lease
     and operate its properties, and each is duly qualified and is in good
     standing as a foreign corporation or limited liability company authorized
     to do business in each jurisdiction in which the nature of its business or
     its ownership or leasing of property requires such qualification, except
     where the failure to be so qualified would not have a material adverse
     effect (financial or otherwise) on the Company and its subsidiaries, taken
     as a whole (a "MATERIAL ADVERSE EFFECT").

          (g) All of the outstanding shares of capital stock of, or other
     ownership interests in, each of the Company's subsidiaries have been duly
     authorized and validly issued and are fully paid and non-assessable; all of
     such capital stock or other ownership interests (in the case of the
     Company's wholly-owned subsidiaries) or all of such capital stock or other
     ownership interests that the Company owns (in the case of less than
     wholly-owned subsidiaries as disclosed in the Prospectus or Schedule III
     hereto) are owned directly or indirectly by the Company, in each case, free
     and clear of any security interest, claim, lien, encumbrance or adverse
     claim of any nature, except as disclosed in the Prospectus or such as are
     not material to the business prospects, financial condition or results of
     operations of the Company and its subsidiaries, taken as a whole; and
     Schedule III hereto sets forth the Company's ownership interest in any
     subsidiary (as defined in Regulation S-X Rule 1-02(n) of the Rules and
     Regulations) that is less than wholly-owned.

          (h) This Agreement has been duly authorized, executed and delivered by
     the Company and the Guarantors and is a valid and binding agreement of the


                                       4
<PAGE>


     Company and the Guarantors enforceable in accordance with its terms except
     as (i) rights to indemnity and contribution hereunder may be limited by
     applicable law, (ii) the enforceability hereof may be limited by
     bankruptcy, insolvency, fraudulent conveyance or similar laws affecting
     creditors' rights generally and (iii) rights of acceleration and the
     availability of equitable remedies may be limited by equitable principles
     of general applicability.

          (i) The Notes have been duly and validly authorized by the Company for
     issuance and sale pursuant to this Agreement, each Guarantee has been duly
     and validly authorized by the Guarantor to which it relates and, when
     executed and authenticated in accordance with the provisions of the
     Indenture and delivered to the Underwriters and Independent Underwriter
     against payment therefor as provided by this Agreement, the Notes and the
     Guarantees will be entitled to the benefits of the Indenture, and will be
     valid and binding obligations of the Company and the Guarantors,
     respectively, enforceable in accordance with their terms except as (i) the
     enforceability thereof may be limited by bankruptcy, insolvency, fraudulent
     conveyance or similar laws affecting creditors' rights generally and (ii)
     rights of acceleration and the availability of equitable remedies may be
     limited by equitable principles of general applicability.

          (j) The Indenture has been duly and validly authorized by the Company
     and each of the Guarantors and has been duly qualified under the Trust
     Indenture Act of 1939, as amended; on the Closing Date the Indenture will
     have been duly and validly executed and delivered by the Company and each
     of the Guarantors and, assuming the due authorization, execution and
     delivery thereof by the Trustee, will be a valid and binding agreement of
     the Company and the Guarantors, enforceable in accordance with its terms
     except as (i) the enforceability thereof may be limited by bankruptcy,
     insolvency, fraudulent conveyance or similar laws affecting creditors'
     rights generally and (ii) rights of acceleration and the availability of
     equitable remedies may be limited by equitable principles of general
     applicability. The Indenture and any amendment or supplement thereto will
     conform with the requirements of the Trust Indenture Act of 1939, as
     amended.

          (k) The Notes and Guarantees conform as to legal matters to the
     description thereof contained in the Prospectus.

          (l) Neither the Company nor any of its subsidiaries is in violation of
     its respective charter or by-laws or comparable organizational documents or
     in default (and no condition exists which, with notice or lapse of time or
     both, would constitute a default) in the performance of any obligation,
     agreement or condition contained in any bond, debenture, note or any other
     evidence of indebtedness or in any other agreement, indenture or instrument
     material to the conduct of the business of the Company and its
     subsidiaries, taken as a whole, to which the Company or any of its
     subsidiaries is a party or by which it or any of its subsidiaries or their
     respective property is bound except for such defaults as could not,
     individually or in the aggregate, have a Material Adverse Effect.



                                       5
<PAGE>


          (m) The execution, delivery and performance of this Agreement, the
     Indenture, the Notes and the Guarantees and compliance by the Company and
     the Guarantors with all the provisions hereof and thereof, as the case may
     be, and the consummation of the transactions contemplated hereby and
     thereby will not require any consent, approval, authorization or other
     order of any court, regulatory body, administrative agency or other
     governmental body (except as such may be required under the securities or
     Blue Sky laws of the various states or jurisdictions outside the United
     States), and will not conflict with or constitute a breach of any of the
     terms or provisions of, or a default under, the charter or by-laws or
     comparable organizational documents of the Company or any of its
     subsidiaries or any agreement, indenture or other instrument to which it or
     any of its subsidiaries is a party or by which it or any of its
     subsidiaries or their respective property is bound, or violate or conflict
     with any laws, administrative regulations or rulings or court decrees
     applicable to the Company, any of its subsidiaries or their respective
     property.

          (n) Except as otherwise set forth in the Prospectus, there are no
     material legal or governmental proceedings pending to which the Company or
     any of its subsidiaries is a party or to which any of their respective
     property is the subject, and, to the best of the Company's knowledge, no
     such proceedings are threatened or contemplated.

          (o) Neither the Company nor any of its subsidiaries is currently in
     violation of any foreign, federal, state or local law or regulation
     relating to the protection or human health or safety, the environment or
     hazardous or toxic substances or wastes, pollutants or contaminants
     ("ENVIRONMENTAL LAWS"), nor any federal or state law relating to
     discrimination in the hiring, promotion or pay of employees nor any
     applicable federal or state wages and hours laws, nor any provisions of the
     Employee Retirement Income Security Act of 1974, as amended, or the rules
     and regulations promulgated thereunder, which singly, or in the aggregate,
     could be reasonably expected to have a Material Adverse Effect on the
     Company or its subsidiaries, taken as a whole.

          (p) The Company and each of its subsidiaries has such permits,
     licenses, franchises and authorizations of governmental or regulatory
     authorities ("PERMITS") including, without limitation, under any applicable
     Environmental Laws, as are necessary to own, lease and operate its
     respective properties and to conduct its respective business, except to the
     extent that the failure to have such Permits would not singly, or in the
     aggregate, have a Material Adverse Effect on the Company and its
     subsidiaries, taken as a whole; the Company and each of its subsidiaries
     has fulfilled and performed all of its material obligations with respect to
     such Permits and no event has occurred which has or after notice or lapse
     of time would singly, or in the aggregate, have a Material Adverse Effect
     on the Company and its subsidiaries, taken as a whole; and, except as
     described in the Prospectus, such Permits contain no restrictions that
     materially interfere with the business or operations of the Company or any
     of its subsidiaries as currently conducted.

          (q) In the ordinary course of its business, when the Company or any of
     its subsidiaries acquires a fee interest in a parcel of real property
     located in the



                                       6
<PAGE>


     United States, the Company conducts a review of the property (generally
     consisting of a Phase I environmental assessment or similar study prepared
     on behalf of the seller or a predecessor owner of such property) to
     determine whether any conditions exist on the property that would
     constitute a violation of Environmental Laws or would require a material
     amount of capital or operating expenditures for clean-up, closure or
     compliance with Environmental Laws. In the ordinary course of its business,
     when the Company or any of its subsidiaries enters into a long-term real
     property lease for property located in the United States, the Company
     conducts an internal review, which may or may not result in a Phase I
     environmental assessment or similar study (although the Company would
     typically obtain a Phase I or similar study where the Company would have
     the right to acquire a fee interest in such real property), as it relates
     to such real property to determine whether any conditions exist on the
     property that would constitute a violation of Environmental Laws or would
     require a material amount of capital or operating expenditures for
     clean-up, closure or compliance with Environmental Laws. In the ordinary
     course of its business, the Company utilizes local counsel to obtain advice
     regarding owned or leased real property and local environmental matters
     outside the United States. On the basis of such reviews and advice, the
     Company has concluded that such associated costs and liabilities would not,
     singly or in the aggregate, have a Material Adverse Effect on the Company
     and its subsidiaries, taken as a whole.

          (r) Except as otherwise set forth in the Prospectus or such as are not
     material to the business prospects, financial condition or results of
     operations of the Company and its subsidiaries, taken as a whole, the
     Company and each of its subsidiaries has good and marketable title, free
     and clear of all liens, claims, encumbrances and restrictions except liens
     for taxes not yet due and payable, to all property and assets described in
     the Prospectus as being owned by it. All leases to which the Company or any
     of its subsidiaries is a party are valid and binding and no default by the
     Company of any of its subsidiaries, by any other party, has occurred or is
     continuing thereunder, which might result singly, or in the aggregate, in a
     Material Adverse Effect to the Company or its subsidiaries, taken as a
     whole, and the Company and its subsidiaries enjoy peaceful and undisturbed
     possession under all such leases to which any of them is a party as lessee
     with such exceptions as do not materially interfere with the use made or
     proposed to be made by the Company or such subsidiary.

          (s) The Company and each of its subsidiaries maintains, with insurers
     of recognized standing, reasonably adequate insurance against property and
     casualty loss, general liability, business interruption and such other
     losses and risks, in each case, in such amounts as are prudent and
     customary in the business in which they are engaged.

          (t) Arthur Andersen LLP, who have certified certain financial
     statements and supporting schedules incorporated by reference in the
     Registration Statement, and Moss Adams LLP, Deloitte & Touche LLP, and RSM
     Robson Rhodes, who have certified certain financial statements of Data
     Base, Inc. and Data Base Real Estate Holdings LLC, Data Storage Center,
     Inc. and Iron Mountain Europe Limited, respectively, each are independent
     public accountants as required by the Act and the Rules and Regulations.



                                       7
<PAGE>


          (u) The financial statements, together with related schedules and
     notes forming part of the Prospectus (and any amendment or supplement
     thereto), present fairly the consolidated financial position, results of
     operations and changes in financial position of the Company and its
     subsidiaries on the basis stated in the Prospectus at the respective dates
     or for the respective periods to which they apply; such statements and
     related schedules and notes have been prepared in accordance with generally
     accepted accounting principles consistently applied throughout the periods
     involved, except as disclosed therein; and the other financial and
     statistical information and data set forth in the Prospectus (and any
     amendment or supplement thereto) is, to the Company's knowledge, in all
     material respects, accurately presented and prepared on a basis reasonably
     consistent with the books and records of the Company.

          (v) The pro forma financial statements and other pro forma financial
     information (including the notes thereto) included or incorporated by
     reference in the Registration Statement and in the Prospectus (i) present
     fairly the information shown therein, (ii) have been prepared in accordance
     with Article 11 of Regulation S-X and the related Rules and Regulations
     adopted by the Commission with respect to pro forma financial statements
     and (iii) have been properly compiled on the basis described therein, and
     the assumptions used in the preparation of such pro forma financial
     statements and other pro forma financial information (including the notes
     thereto) are reasonable and the adjustments used therein are appropriate to
     give effect to the transactions or circumstances referred to therein.

          (w) The transactions contemplated by this Agreement (including,
     without limitation, the use of the proceeds from the sale of the Notes)
     will not violate or result in a violation of Section 7 of the Exchange Act,
     or any regulation promulgated thereunder, including, without limitation,
     Regulations T, U and X of the Board of Governors of the Federal Reserve
     System.

          (x) Neither the Company nor any of its affiliates does business with
     the Government of Cuba or with any person or affiliate located in Cuba
     within the meaning of Section 517.075, Florida Statutes (Chapter 92-128,
     Laws of Florida).

          (y) The Company has an authorized, issued and outstanding
     capitalization as set forth in the Prospectus and all of the outstanding
     shares of capital stock of the Company have been duly authorized and
     validly issued and are fully paid and nonassessable and were not issued in
     violation of or subject to any preemptive rights.

          (z) There are no outstanding subscriptions, rights, warrants, options,
     calls, convertible securities, commitments for sale or liens related to or
     entitling any person to purchase or otherwise to acquire any shares of the
     capital stock of, or other ownership interest in, the Company (other than
     any such arrangements created exclusively by or relating exclusively to one
     or more of the Company's stockholders) or any wholly-owned subsidiary
     thereof or with respect to any capital stock or other ownership interest
     that the Company or any of its subsidiaries (as defined in Regulation S-X
     Rule 1-02(n) of the Rules and Regulations) owns in a less than wholly-owned
     subsidiary except as otherwise disclosed in the Prospectus or such as are
     not material to



                                       8
<PAGE>


     the business prospects, financial condition or results of operations of the
     Company and its subsidiaries, taken as a whole.

               (aa) The Company has disclosed in the Prospectus any business
          relationships or related party transactions of the type that is
          required to be disclosed by Item 404 of Regulation S-K of the
          Commission.

               (bb) There is (i) no significant unfair labor practice complaint
          pending against the Company or any of its subsidiaries or, to the best
          knowledge of the Company, threatened against any of them, before the
          National Labor Relations Board or any foreign, state or local labor
          relations board, and no significant grievance or arbitration
          proceeding arising out of or under any collective bargaining agreement
          is pending against the Company or any of its subsidiaries or, to the
          best knowledge of the Company, threatened against any of them, and
          (ii) no significant strike, labor dispute, slowdown or stoppage
          pending against the Company or any of its subsidiaries or, to the best
          knowledge of the Company, threatened against it or any of its
          subsidiaries except for such actions specified in clause (i) or (ii)
          above, which, singly or in the aggregate, could not reasonably be
          expected to have a Material Adverse Effect.

               (cc) The Company and each of its subsidiaries maintains a system
          of internal accounting controls sufficient to provide reasonable
          assurance that (i) transactions are executed in accordance with
          management's general or specific authorizations, (ii) transactions are
          recorded as necessary to permit preparation of financial statements in
          conformity with generally accepted accounting principles and to
          maintain asset accountability, (iii) access to assets is permitted
          only in accordance with management's general or specific authorization
          and (iv) the recorded accountability for assets is compared with
          existing assets at reasonable intervals and appropriate action is
          taken with respect to any differences.

               (dd) All material tax returns required to be filed by the Company
          and each of its subsidiaries in any jurisdiction have been filed,
          other than those filings being contested in good faith, and all
          material taxes, including withholding taxes, penalties and interest,
          assessments, fees and other charges due pursuant to such returns or
          pursuant to any assessment received by the Company or any of its
          subsidiaries, have been paid, other than those being contested in good
          faith and for which adequate reserves have been provided.

               (ee) The Company and its subsidiaries own or possess, or can
          acquire on reasonable terms, all material patents, patent
          applications, trademarks, service marks, trade names, licenses,
          copyrights and proprietary or other confidential information currently
          employed by them in connection with their respective businesses, and
          neither the Company nor any such subsidiary has received any notice of
          infringement of or conflict with asserted rights of any third party
          with respect to any of the foregoing which, singly or in the
          aggregate, if the subject of an unfavorable decision, ruling or
          finding, would result in a Material Adverse Effect, except as
          described in or contemplated by the Prospectus.

                                       9
<PAGE>



               (ff) No Restricted Subsidiary (as defined in the Indenture) of
          the Company is currently prohibited, directly or indirectly, from
          paying any dividends to the Company, from making any other
          distribution on such Restricted Subsidiary's capital stock, from
          repaying to the Company any loan or advances to such Restricted
          Subsidiary from the Company or from transferring any of such
          Restricted Subsidiary's property or assets to the Company or any other
          Restricted Subsidiary of the Company, except as described in or
          contemplated by the Prospectus.

               (gg) Immediately after each subsidiary of the Company has entered
          into the Guarantees to which it is a party, (i) the fair value of the
          assets of such subsidiary will exceed the debts and liabilities,
          subordinated, contingent or otherwise, of such subsidiary, (ii) the
          present fair saleable value of the property of such subsidiary will be
          greater than the amount that will be required to pay the probable
          liabilities of such subsidiary on its debts and other liabilities,
          subordinated, contingent or otherwise, as such debts and other
          liabilities, subordinated, contingent or otherwise, become absolute
          and matured, (iii) such subsidiary will be able to pay its debts and
          other liabilities, subordinated, contingent or otherwise, as such
          debts and other liabilities become absolute and matured, and (iv) such
          subsidiary will not have an unreasonably small capital with which to
          conduct the business in which it is engaged as such business is
          conducted and is proposed to be conducted following the Closing Date.

               (hh) Neither the Company nor any of its subsidiaries intends, or
          intends to permit any of its respective subsidiaries, to incur debts
          beyond its ability to pay such debts as they mature, taking into
          account the timing and the amounts of cash to be received by the
          Company or any of its subsidiaries and the timing and the amounts of
          cash to be payable on or in respect of the Company's indebtedness or
          the indebtedness of each subsidiary.

               (ii) Except as have been irrevocably waived in writing, no holder
          of securities of the Company has any rights to the registration of
          securities of the Company because of the filing of the Registration
          Statement or otherwise in connection with the sale of the Notes
          contemplated hereby.

               (jj) None of the Company and the Guarantors is, or upon
          consummation of the transactions contemplated under this Agreement and
          the Indenture will be, an "investment company" or a company
          "controlled" by an "investment company" within the meaning of the
          Investment Company Act of 1940, as amended (the "INVESTMENT COMPANY
          ACT") or be subject to registration under the Investment Company Act.

               (kk) There are no contracts or other documents that are required
          to be described in the Prospectus or filed as exhibits to the
          Registration Statement by the Securities Act or by the Rules and
          Regulations and that have not been so described or filed.



                                       10
<PAGE>


               (ll) The statistical and market-related data included in the
          Prospectus is based on or derived from sources which the Company
          believes to be reliable and accurate.

     2. PURCHASE, SALE AND DELIVERY OF THE NOTES.

     (a) On the basis of the representations, warranties, covenants and
agreements herein contained, but subject to the terms and conditions herein set
forth, the Company agrees to sell to the Underwriters and the Underwriters,
severally and not jointly, agree to purchase from the Company, the aggregate
principal amount of the Notes set forth opposite the name of such Underwriter on
Schedule I hereto, at a purchase price equal to 97.625% of the principal amount
thereof.

     (b) Payment of the purchase price for, and delivery of certificates for,
the Notes shall be made at the office of Latham & Watkins, 885 Third Avenue, New
York, New York 10022 ("UNDERWRITERS' COUNSEL"), or at such other place as shall
be agreed upon by you and the Company, at 10:00 A.M., New York City time, on the
fifth business day (as permitted under Rule 15c6-1 under the Exchange Act)
(unless postponed in accordance with the provisions of Section 6 or Section 9
hereof) following the date hereof or such other time not later than ten business
days after such date as shall be agreed upon by you and the Company (such time
and date of payment and delivery being herein called the "CLOSING DATE").

     (c) Payment for the Notes shall be made to or upon the order of the Company
of the purchase price by wire transfer in Federal (same day) funds to the
Company or as directed by the Company upon delivery of certificates for the
Notes to you through the facilities of The Depository Trust Company for the
respective accounts of the several Underwriters against receipt therefor signed
by you or on your behalf. The Notes to be delivered to you shall be registered
in such name or names and shall be in such denominations as you may request at
least two business days before the Closing Date. The Company will permit you to
examine and package such certificates for delivery at least one full business
day prior to the Closing Date.

     3. OFFERING.

     (a) Upon the Company's authorization of the release of the Notes, the
Underwriters propose to offer the Notes for sale to the public upon the terms
and conditions set forth in the Prospectus.

     4. COVENANTS OF THE COMPANY. The Company covenants and agrees with each of
the Underwriters and with the Independent Underwriter that:

          (a) If, at any time when a prospectus relating to the Notes is
     required to be delivered under the Act, any event shall have occurred as a
     result of which the Prospectus as then amended or supplemented would, in
     the judgment of the Underwriters and the Independent Underwriter or the
     Company include an untrue statement of a material fact or omit to state any
     material fact required to be stated therein



                                       11
<PAGE>


     or necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading, or if it shall be
     necessary at any time to amend or supplement the Prospectus or Registration
     Statement to comply with the Securities Act or the Rules and Regulations,
     or to file under the Exchange Act so as to comply therewith any document
     incorporated by reference in the Registration Statement or the Prospectus
     or in any amendment thereof or supplement thereto, the Company will notify
     you promptly and prepare and file with the Commission an appropriate
     amendment or supplement (in form and substance satisfactory to you) which
     will correct such statement or omission or which will effect such
     compliance and will use its best efforts to have any amendment to the
     Registration Statement declared effective as soon as possible.

          (b) The Company will promptly deliver to each of the Underwriters and
     the Independent Underwriter such number of copies of any Preliminary
     Prospectus, the Prospectus, the Registration Statement, all amendments of
     and supplements to such documents, if any, all documents incorporated by
     reference in the Registration Statement and Prospectus or any amendment
     thereof or supplement thereto, as you may reasonably request. Prior to
     10:00 A.M., New York time, on the business day next succeeding the date of
     this Agreement and from time to time thereafter the Company will furnish
     the Underwriters and the Independent Underwriter with copies of the
     Prospectus in New York City in such quantities as you may reasonably
     request. The Company will timely file the Prospectus with the Commission as
     required by Rule 424(b) of the Rules and Regulations.

          (c) The Company will endeavor in good faith, in cooperation with you,
     at or prior to the date of the Prospectus, to qualify the Notes for
     offering and sale under the securities or Blue Sky laws of such
     jurisdictions as you may designate and to maintain such qualification in
     effect for so long as required for the distribution thereof; except that in
     no event shall the Company be obligated in connection therewith to qualify
     as a foreign corporation or to execute a general consent to service of
     process where it is not already so subject.

          (d) The Company will make generally available (within the meaning of
     Section 11(a) of the Securities Act) to its security holders and to the
     Underwriters and the Independent Underwriter as soon as practicable, but in
     any event not later than 45 days after the end of its fiscal quarter in
     which the first anniversary date of the date of the Prospectus occurs, an
     earnings statement of the Company and its subsidiaries (which need not be
     audited) complying with the provisions of Rule 158 of the Regulation
     covering a period of at least twelve consecutive months beginning after the
     effective date of the Registration Statement.

          (e) During the period from the date hereof until 45 calendar days
     after the Closing Date, the Company shall not offer, sell, contract to sell
     or otherwise dispose of any debt securities of the Company or any Guarantor
     or warrants to purchase debt securities of the Company or any Guarantor
     substantially similar to the Notes (other than (i) the Notes, (ii) the
     Guarantees and (iii) commercial papers issued in the ordinary course of
     business), without the Representative's prior written consent.


                                       12
<PAGE>



          (f) Whether or not required by the Rules and Regulations, so long as
     any Notes are outstanding and so long as the Indenture so requires, the
     Company will furnish to you at your reasonable request copies of all
     reports or other communications (financial or other) furnished to security
     holders, and to deliver to you (i) as soon as they are available, copies of
     any and all reports and financial statements furnished to or filed with the
     Commission or any national securities exchange on which any class of
     securities of the Company listed; and (ii) such additional information
     concerning the business and financial condition of the Company as you may
     from time to time reasonably request (such financial statements to be on a
     consolidated basis to the extent the accounts of the Company and its
     subsidiaries are consolidated in reports furnished to its security holders
     generally or to the Commission).

          (g) The Company will apply the proceeds from the sale of the Notes as
     set forth under "Use of Proceeds" in the Prospectus.

          (h) The Company shall use its best efforts to do or perform, or cause
     to be done or performed, all things required or necessary to be done and
     performed under this Agreement by the Company and the Guarantors prior to
     the Closing Date and to satisfy all conditions precedent to the delivery of
     the Notes.

          (i) The Company will use its best efforts in cooperation with the
     Underwriters to permit the Notes to be eligible for clearance and
     settlement through the facilities of The Depository Trust Company.

          (j) The Company will take all reasonable action necessary to enable
     Standard & Poor's Corporation ("S&P") and Moody's Investors Service, Inc.
     ("MOODY'S") to provide their respective initial credit ratings on the
     Notes.

          (k) The Company will not (and will cause its affiliates not to) take,
     directly or indirectly, any action which is designed to or which
     constitutes or which might reasonably be expected to cause or result in the
     stabilization or manipulation of the price of any security of the Company
     to facilitate the sale or resale of the Notes and neither the Company nor
     any of its affiliated purchasers (as defined in Rule 100 of Regulation M
     under the Exchange Act) will take any action prohibited by Regulation M
     under the Exchange Act.

          (l) The Company, during the period when the Prospectus is required to
     be delivered under the Act or the Exchange Act, will file all documents
     required to be filed with the Commission pursuant to Section 13, 14 or 15
     of the Exchange Act within the time periods required by the Exchange Act
     and the rules and regulations thereunder.

     5. PAYMENT OF EXPENSES. Whether or not the transactions contemplated in
this Agreement are consummated or this Agreement is terminated, the Company
hereby agrees to pay all costs and expenses incident to the performance of the
obligations of the Company hereunder, including the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection



                                       13
<PAGE>


with the registration of the Notes under the Act and all other expenses in
connection with the preparation, printing and filing of the Registration
Statement, any Preliminary Prospectus and the Prospectus and amendments and
supplements thereto and the mailing and delivering of copies thereof to the
Underwriters, the Independent Underwriter and dealers; (ii) the cost of
producing the Blue Sky Memoranda, all expenses in connection with the
qualification of the Notes for offering and sale under state securities or Blue
Sky laws as provided in Section 4(c) hereof, including the fees and
disbursements of counsel for the Underwriters and the Independent Underwriter in
connection with such qualification and in connection with the Blue Sky survey;
(iii) all fees and expenses in connection with the inclusion of the Notes in the
book-entry system of The Depository Trust Company; (iv) all travel expenses of
the Company's officers and employees and any other expense of the Company
incurred in connection with attending or hosting meetings with prospective
purchasers of the Notes; (v) fees paid to rating agencies in connection with the
Notes and (vi) the filing fees incident to, and the fees and disbursements of
counsel for the Underwriters and the Independent Underwriter in connection with,
securing any required review by the National Association of Securities Dealers,
Inc. of the terms of the sale of the Notes. The Company also will pay or cause
to be paid: (i) the cost of preparing certificates for the Notes; (ii) the cost
and charges of any transfer agent or registrar; and (iii) all other costs and
expenses incident to the performance of its obligations hereunder which are not
otherwise specifically provided for in this Section 5.

     6. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The obligations of the
Underwriters and the Independent Underwriter to purchase and pay for the Notes
under this Agreement are subject to the satisfaction of each of the following
conditions:

          (a) The Registration Statement shall have become, and shall remain,
     effective on the date of this Agreement and through the Closing Date; the
     Prospectus shall have been filed with the Commission in a timely fashion in
     accordance with Section 4(b) hereof; and, at or prior to the Closing Date
     no stop order suspending the effectiveness of the Registration Statement or
     any post-effective amendment thereof shall have been issued and no
     proceedings therefor shall have been initiated or threatened by the
     Commission.

          (b) All the representations and warranties of the Company contained in
     this Agreement shall be true and correct on the Closing Date with the same
     force and effect as if made on and as of the Closing Date.

          (c) Subsequent to the execution and delivery of this Agreement and
     prior to the Closing Date, there shall not have been any downgrading, nor
     shall any notice have been given of any intended or potential downgrading
     in the rating accorded any of the Company's securities by any nationally
     recognized securities rating organization, or any public announcement that
     any such organization has under surveillance or review its rating of any
     such securities (other than an announcement with positive implications of a
     possible upgrading, and no implication of a possible downgrading of such
     rating).


                                       14
<PAGE>



          (d) (i) Since the date of the latest balance sheet included in the
     Prospectus, there shall not have been any material adverse change, or any
     development involving a prospective material adverse change, in the
     business prospects, financial condition or results of operations of the
     Company and its subsidiaries taken as a whole, whether or not arising in
     the ordinary course of business, except as otherwise described in the
     Registration Statement or Prospectus, (ii) as of the Closing Date, the
     obligations of the Company to be performed hereunder on or prior thereto
     have been duly performed, (iii) since the date of the latest balance sheet
     included in the Prospectus there shall not have been any material adverse
     change, or any development involving a prospective material adverse change,
     in the capital stock or in the long-term debt of the Company from that set
     forth in the Prospectus, except as otherwise described in the Registration
     Statement or Prospectus, (iv) the Company and its subsidiaries shall have
     no liability or obligation, direct or contingent, which is material to the
     Company and its subsidiaries, taken as a whole, other than those in the
     Registration Statement or Prospectus, and (v) on the Closing Date you shall
     have received a certificate dated the Closing Date, signed by C. Richard
     Reese, in his capacity as Chairman of the Board and Chief Executive
     Officer, and by John F. Kenny, Jr., in his capacity as Executive Vice
     President and Chief Financial Officer of the Company, confirming the
     matters set forth in paragraphs (a), (b), (c) and (d) of this Section 6.

          (e) At the Closing Date you shall have received the written opinion of
     Sullivan & Worcester LLP counsel for the Company, dated the Closing Date
     addressed to the Underwriters in the form attached hereto as Annex I and in
     form and substance reasonably satisfactory to the Underwriters and
     Underwriters' Counsel.

          (f) At the Closing Date you shall have received the written opinion of
     Garry Watzke, Esq., General Counsel for the Company, dated the Closing Date
     addressed to the Underwriters in the form attached hereto as Annex II and
     in form and substance reasonably satisfactory to the Underwriters and
     Underwriters' Counsel.

          (g) At the Closing Date you shall have received the written opinion of
     Ballard Spahr Andrews & Ingersoll, LLP, special Pennsylvania counsel to the
     Company, dated the Closing Date addressed to the Underwriters in the form
     attached hereto as Annex III and in form and substance reasonably
     satisfactory to the Underwriters and Underwriters' Counsel.

          (h) The Underwriters shall have received on the Closing Date the
     written opinion of Latham & Watkins, counsel for the Underwriters, dated
     the Closing Date, as to such matters as the Underwriters shall reasonably
     request.

          (i) The Underwriters shall have received a letter or letters on and as
     of the date of this Agreement (each, an "INITIAL LETTER"), in form and
     substance satisfactory to you, from each of Arthur Andersen LLP (with
     respect to Iron Mountain Incorporated), RSM Robson Rhodes (with respect to
     Iron Mountain Europe Limited), Moss Adams LLP (with respect to Data Base,
     Inc. and Affiliate) and Deloitte & Touche LLP (with respect to Data Storage
     Center, Inc.) each independent public accountants, with respect to the
     financial statements and certain financial information contained in the


                                       15
<PAGE>


     Prospectus and letters on and as of the Closing Date, in form and substance
     satisfactory to you, each of Arthur Andersen LLP, RSM Robson Rhodes, Moss
     Adams LLP and Deloitte & Touche LLP confirming the information contained in
     the initial letter or letters provided by such accountants.

          (j) Subsequent to the execution and delivery of this Agreement or, if
     earlier, the dates as of which information is given in the Registration
     Statement (exclusive of any amendment thereof) and the Prospectus
     (exclusive of any supplement thereto), there shall not have been any change
     in the capital stock or long-term debt of the Company or any of its
     subsidiaries or any change, or any development involving a prospective
     change, in or affecting the condition (financial or otherwise), results of
     operations, business, properties or prospects of the Company and its
     subsidiaries taken as a whole, the effect of which, in any such case
     described above, is, in the judgment of the Underwriters and the
     Independent Underwriter, so material and adverse as to make it
     impracticable or inadvisable to proceed with the public offering or the
     delivery of the Notes on the terms and in the manner contemplated in the
     Prospectus (exclusive of any supplement).

          (k) The Company shall have complied with the provisions of Section
     4(b) hereof with respect to the furnishing of Prospectuses on the next
     business day succeeding the date of this Agreement.

          (l) On or prior to the Closing Date, The Depository Trust Company
     shall have accepted the Notes for clearance.

          (m) The Company shall have furnished the Underwriters and
     Underwriters' Counsel with such other certificates, opinions or other
     documents as they may have reasonably requested.

     If any of the conditions specified in this Section 6 shall not have been
fulfilled when and as required by this Agreement, or if any of the certificates,
opinions, written statements or letters furnished to you or to Underwriters'
Counsel pursuant to this Section 6 shall not be in all material respects
reasonably satisfactory in form and substance to you and to Underwriters'
Counsel, all obligations of the Underwriters and the Independent Underwriter
hereunder may be cancelled by you at, or at any time prior to, the Closing Date.
Notice of such cancellation shall be given to the Company in writing, or by
telephone. Any such telephone notice shall be confirmed promptly thereafter in
writing.

     7. INDEMNIFICATION.

     (a) Each of the Company and the Guarantors shall indemnify and hold
harmless each Underwriter, the Independent Underwriter and each person, if any,
who controls any Underwriter or Independent Underwriter within the meaning of
Section 15 of the Act or Section 20(a) of the Exchange Act, against any and all
losses, liabilities, claims, damages and expenses whatsoever as incurred
(including but not limited to attorneys' fees and any and all expenses
whatsoever incurred in investigating,



                                       16
<PAGE>


preparing or defending against any litigation, commenced or threatened, or any
claim whatsoever, and any and all amounts paid in settlement of any claim or
litigation), joint or several, to which they or any of them may become subject
under the Act, the Exchange Act or otherwise, insofar as such losses,
liabilities, claims, damages or expenses (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the registration statement for the registration of
the Notes, as originally filed or any amendment thereof, or any related
preliminary prospectus or the Prospectus, or in any supplement thereto or
amendment thereof, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; PROVIDED, HOWEVER, that
the Company will not be liable in any such case to the extent but only to the
extent that any such loss, liability, claim, damage or expense arises out of or
is based upon any such untrue statement or alleged untrue statement or omission
or alleged omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any Underwriter or
Independent Underwriter through you expressly for use therein. This indemnity
agreement will be in addition to any liability which the Company may otherwise
have including under this Agreement.

     (b) Each Underwriter, severally and not jointly, shall indemnify and hold
harmless the Company and the Independent Underwriter, each of the directors of
the Company, each of the officers of the Company who shall have signed the
Registration Statement, and each other person, if any, who controls the Company
or the Independent Underwriter within the meaning of Section 15 of the Act or
Section 20(a) of the Exchange Act, against any losses, liabilities, claims,
damages and expenses whatsoever as incurred (including but not limited to
attorneys' fees and any and all expenses whatsoever incurred in investigating,
preparing or defending against any litigation, commenced or threatened, or any
claim whatsoever, and any and all amounts paid in settlement of any claim or
litigation), joint or several, to which they or any of them may become subject
under the Act, the Exchange Act or otherwise, insofar as such losses,
liabilities, claims, damages or expenses (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the registration statement for the registration of
the Notes, as originally filed or any amendment thereof, or any related
preliminary prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that any such loss, liability, claim, damage or
expense arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of any Underwriter through you expressly for use therein. This indemnity
will be in addition to any liability which any Underwriter may otherwise have
including under this Agreement.

     (c) The Independent Underwriter shall indemnify and hold harmless the
Company and each Underwriter, each of the directors of the Company, each of the
officers of the Company who shall have signed the Registration Statement, and


                                       17
<PAGE>


each other person, if any, who controls the Company or any Underwriter within
the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act,
against any losses, liabilities, claims, damages and expenses whatsoever as
incurred (including but not limited to attorneys' fees and any and all expenses
whatsoever incurred in investigating, preparing or defending against any
litigation, commenced or threatened, or any claim whatsoever, and any and all
amounts paid in settlement of any claim or litigation), joint or several, to
which they or any of them may become subject under the Act, the Exchange Act or
otherwise, insofar as such losses, liabilities, claims, damages or expenses (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the registration
statement for the registration of the Notes, as originally filed or any
amendment thereof, or any related preliminary prospectus or the Prospectus, or
in any amendment thereof or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that any such loss,
liability, claim, damage or expense arises out of or is based upon any such
untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with written information
furnished to the Company by or on behalf of the Independent Underwriter
expressly for use therein.

     (d) Promptly after receipt by an indemnified party under subsection (a),
(b) or (c) above of notice of any claims or the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify each party against whom
indemnification is to be sought in writing of the claim or the commencement
thereof (but the failure so to notify an indemnifying party shall not relieve it
from any liability which it may have under this Section 7). In case any such
claim or action is brought against any indemnified party, and it notifies an
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein, and to the extent it may elect by written
notice delivered to the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense thereof with counsel
satisfactory to such indemnified party. Notwithstanding the foregoing, the
indemnified party or parties shall have the right to employ its or their own
counsel in any such case, but the fees and expenses of such counsel shall be at
the expense of such indemnified party or parties unless (i) the employment of
such counsel shall have been authorized in writing by one of the indemnifying
parties in connection with the defense of such action, (ii) the indemnifying
parties shall not have employed counsel to have charge of the defense of such
action within a reasonable time after notice of commencement of the action or
(iii) such indemnified party or parties shall have reasonably concluded that
there may be defenses available to it or them which are different from or
additional to those available to one or all of the indemnifying parties (in
which case the indemnifying parties shall not have the right to direct the
defense of such action on behalf of the indemnified party or parties), in any of
which events such fees and expenses shall be borne by the indemnifying parties.
No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement or compromise of, or consent to the
entry of judgment with respect to, any pending or threatened action in respect
of which the indemnified party is or reasonably could have been a party and
indemnity or contribution



                                       18
<PAGE>


may be or could have been sought hereunder by the indemnified party, unless such
settlement, compromise or judgment (i) includes an unconditional release of the
indemnified party from all liability on claims that are or reasonably could have
been the subject matter of such action and (ii) does not include a statement as
to or an admission of fault, culpability or a failure to act, by or on behalf of
the indemnified party.

     8. CONTRIBUTION. In order to provide for contribution in circumstances in
which the indemnification provided for in Section 7 hereof is for any reason
held to be unavailable from any indemnifying party or is insufficient to hold
harmless a party indemnified thereunder, the Company, the Independent
Underwriter and the Underwriters shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by such
indemnification provision (including any investigation, legal and other expenses
incurred in connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claims asserted, but after deducting, in the case of
losses, liabilities, claims, damages and expenses suffered by the Company any
contribution received by the Company from persons, other than the Independent
Underwriter or the Underwriters, who may also be liable for contribution,
including persons who control the Company within the meaning of Section 15 of
the Act or Section 20(a) of the Exchange Act, officers of the Company who signed
the Registration Statement and directors of the Company) as incurred to which
the Company, the Independent Underwriter and one or more of the Underwriters may
be subject, in such proportions as is appropriate to reflect the relative
benefits received by the Company, the Independent Underwriter and the
Underwriters from the offering of the Notes or, if such allocation is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to above but also the relative fault of the
Company, the Independent Underwriter and the Underwriters in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Company, the Independent Underwriter and
the Underwriters shall be deemed to be in the same proportion as (x) the total
proceeds from the offering (net of underwriting discounts and commissions but
before deducting expenses) received by the Company and (y) the underwriting
discount received by the Underwriters bear to the total price to the public of
the Notes, in each case as set forth in the table on the cover page of the
Prospectus. The relative fault of the Company and of the Underwriters shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company on the one hand
or either the Independent Underwriter or the Underwriters on the other hand and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and the
Underwriters agree that it would not be just and equitable if contribution
pursuant to this Section 8 were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations
referred to above. Notwithstanding the provisions of this Section 8, no
Underwriter or the Independent Underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the Notes
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages which such



                                       19
<PAGE>


Underwriter or the Independent Underwriter has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within in the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. For purposes of
this Section 8, each person, if any, who controls an Underwriter or the
Independent Underwriter within the meaning of Section 15 of the Act or Section
20(a) of the Exchange Act shall have the same rights to contribution as such
Underwriter or the Independent Underwriter, and each person, if any, who
controls the Company within the meaning of Section 15 of the Act or Section
20(a) of the Exchange Act, each officer of the Company who shall have signed the
Registration Statement and each director of the Company shall have the same
rights to contribution as the Company, subject in each case to clauses (i) and
(ii) of this Section 8. Any party entitled to contribution will, promptly after
receipt of notice of commencement of any action, suit or proceeding against such
party in respect of which a claim for contribution may be made against another
party or parties, notify each party or parties from whom contribution may be
sought, but the omission to so notify such party or parties shall not relieve
the party or parties from whom contribution may be sought from any obligation it
or they may have under this Section 8 or otherwise. The obligations of the
Underwriters to contribute pursuant to this Section 8 are several in proportion
to the respective principal amount of Notes purchased by each of the
Underwriters hereunder and not joint.

     9. DEFAULT BY AN UNDERWRITER.

     (a) If one or more of the Underwriters shall fail at the Closing Date to
purchase the Notes which it or they are obligated to purchase under this
Agreement (the "DEFAULTED NOTES") and such Defaulted Notes do not exceed in the
aggregate 10% of the aggregate principal amount of the Notes, then each
non-defaulting Underwriter shall purchase an aggregate amount of the Defaulted
Notes equal to the proportion that the aggregate principal amount of Notes to be
purchased by such Underwriter as set forth opposite such Underwriter's name on
Schedule I hereto bears to the aggregate principal amount of Notes to be
purchased by all non-defaulting Underwriters.

     (b) Notwithstanding the foregoing, if the Defaulted Notes equal or exceed
in the aggregate 10% of the aggregate principal amount of the Notes, then the
non-defaulting Underwriters shall have the right, within 48 hours after the
Closing Date, to make arrangements for one or more of such non-defaulting
Underwriters to purchase all, but not less than all, of the Defaulted Notes in
such amounts as may be agreed upon among such non-defaulting Underwriters and
upon the terms herein set forth; PROVIDED that if the non-defaulting
Underwriters shall not have completed such arrangements within such 48-hour
period, then this Agreement shall terminate without liability on the part of the
non-defaulting Underwriters or the Company and the Guarantors.

     No action taken pursuant to this Section 9 shall relieve any defaulting
Initial Purchaser from liability in respect of its default.


                                       20
<PAGE>



     In the event of any such default which does not result in a termination of
this Agreement, any of the non-defaulting Underwriters or the Company shall have
the right to postpone the Closing Date for a period not exceeding seven days in
order to effect any required changes in the Prospectus or in any other documents
or arrangements.

     10. SURVIVAL OF REPRESENTATIONS AND AGREEMENTS. All representations and
warranties, covenants and agreements of the Underwriters, the Independent
Underwriter and the Company contained in this Agreement, including the
agreements contained in Section 5, the indemnity agreements contained in Section
7 and the contribution agreements contained in Section 8, shall remain operative
and in full force and effect regardless of any investigation made by or on
behalf of any Underwriter or any controlling person thereof, the Independent
Underwriter and any controlling person thereof, or by or on behalf of the
Company, any of its officers and directors or any controlling person thereof,
and shall survive delivery of and payment for the Notes to and by the
Underwriters. The representations contained in Section 1 and the agreements
contained in Sections 5, 7, 8 and 11(d) hereof shall survive the termination of
this Agreement, including termination pursuant to Section 9 or 11 hereof.

     11. EFFECTIVE DATE OF AGREEMENT; TERMINATION.

     (a) This Agreement shall become effective upon the later of when (i) you
and the Company shall have received notification of the effectiveness of the
Registration Statement or (ii) the execution of this Agreement. Until this
Agreement becomes effective as aforesaid, it may be terminated by the Company by
notifying you or by you by notifying the Company. Notwithstanding the foregoing,
the provisions of this Section 11 and of Sections 1, 5, 7 and 8 hereof shall at
all times be in full force and effect.

     (b) You shall have the right to terminate this Agreement at any time prior
to the Closing Date if: (A) trading in the Company's securities on the New York
Stock Exchange has been suspended or made subject to material limitations; (B)
if trading on the New York Stock Exchange shall have been suspended or been made
subject to material limitations, or minimum or maximum prices for trading shall
have been fixed, or maximum ranges for prices for securities shall have been
required, on the New York Stock Exchange or by order of the Commission or any
other governmental authority having jurisdiction; (C) if a banking moratorium
has been declared by a state or federal authority or if any new restriction
materially adversely affecting the distribution of the Notes shall have become
effective; (D) if any downgrading has occurred in the rating of the Company's
debt securities by any "nationally recognized statistical rating-organization"
(as defined for purposes of Rule 436(g) under the Act;) or (E) (i) if the United
States becomes engaged in hostilities or there is an escalation of hostilities
involving the United States or there is a declaration of a national emergency or
war by the United States such that the effect of any such event in your sole
judgment makes it impracticable or inadvisable to proceed with the offering,
sale and delivery of the Notes on the terms contemplated by the Prospectus.



                                       21
<PAGE>


     (c) Any notice of termination pursuant to this Section 11 shall be in
writing.

     (d) If this Agreement shall be terminated pursuant to any of the provisions
hereof (otherwise than pursuant to (i) notification by you as provided in
Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of
the Notes provided for herein is not consummated because any condition to the
obligations of the Underwriters and the Independent Underwriter set forth herein
is not satisfied or because of any refusal, inability or failure on the part of
the Company to perform any agreement herein or comply with any provision hereof,
the Company will, subject to demand by you, reimburse the Underwriters and the
Independent Underwriter for all out-of-pocket expenses (including the fees and
expenses of their counsel), incurred by the Underwriters in connection herewith.

     12. NOTICES. All communications hereunder, except as may be otherwise
specifically provided herein, shall be in writing, and:

          (a) if sent to any Underwriter or the Independent Underwriter, shall
     be mailed, delivered, or faxed and confirmed in writing, to such
     Underwriter c/o Bear, Stearns & Co. Inc., 245 Park Avenue, New York, New
     York 10167, Attention: John T. Kilgallon, with a copy to Latham & Watkins,
     885 Third Avenue, New York, New York 10022, Attention: Robert A. Zuccaro,
     Esq.;

          (b) if sent to the Company, shall be mailed, delivered, or faxed and
     confirmed in writing to the Company and its counsel at the addresses set
     forth in the Registration Statement, Attention: Garry B. Watzke Esq., with
     a copy to Sullivan & Worcester LLP, One Post Office Square, Boston,
     Massachusetts, 02111, Attention: William J. Curry Esq.;

PROVIDED, HOWEVER, that any notice to an Underwriter or the Independent
Underwriter pursuant to Section 7 shall be delivered or sent by mail or
facsimile transmission to such Underwriter or the Independent Underwriter at its
address set forth in its acceptance facsimile to you, which address will be
supplied to any other party hereto by you upon request. Any such statements,
requests, notices or agreements shall take effect at the time of receipt
thereof.

     13. CONSENT TO JURISDICTION; WAIVER OF IMMUNITIES. Each of the Company and
the Guarantors:

          (a) irrevocably submits to the jurisdiction of any New York State or
     federal court sitting in New York City and any appellate court from any
     thereof in any action or proceeding arising out of or relating to this
     Agreement or any other document delivered hereunder;

          (b) irrevocably agrees that all claims in respect of any such action
     or proceeding may be heard and determined in such New York State court or
     in such federal court; and


                                       22
<PAGE>



          (c) irrevocably waives, to the fullest extent permitted by law, the
     defense of an inconvenient forum to the maintenance of such action or
     proceeding and irrevocably consents, to the fullest extent permitted by
     law, to service of process of any of the aforementioned courts in any such
     action or proceeding by the mailing of copies thereof by registered or
     certified mail, postage prepaid, to the Company or any of the Guarantors at
     its address as provided in Section 10(c) of this Agreement, such service to
     become effective five days after such mailing;

          (d) Nothing in this Section 13 shall affect the right of any person to
     serve legal process in any other manner permitted by law or affect the
     right of any person to bring any action or proceeding against the Company
     or any Guarantor or their properties in the courts of other jurisdictions.

     14. PARTIES. This Agreement shall inure solely to the benefit of, and shall
be binding upon, the Underwriters, the Independent Underwriter and the Company
and the controlling persons, directors, officers, employees and agents referred
to in Section 7 and 8, and their respective successors and assigns, and no other
person shall have or be construed to have any legal or equitable right, remedy
or claim under or in respect of or by virtue of this Agreement or any provision
herein contained. The term "successors and assigns" shall not include a
purchaser, in its capacity as such, of Notes from any of the Underwriters.

     15. GOVERNING  LAW. This Agreement shall be governed by and construed in
accordance with the laws of the state of new york, but without regard to
principles of conflicts of law.

     16. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument.

     17. HEADINGS. The headings herein are inserted for convenience of reference
only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.

     18. TIME IS OF THE ESSENCE. Time shall be of the essence of this Agreement.
As used herein, the term "business day" shall mean any day when the Commission's
office in Washington, D.C. is open for business.

     19. INDEPENDENT UNDERWRITER. (a) The Company hereby confirms its
engagement of the services of the Independent Underwriter as, and the
Independent Underwriter hereby confirms its agreement with the Company to
render services as, a "qualified independent underwriter" within the meaning
of Section (b)(15) of Rule 2720 with respect to the offering and sale of the
Notes.

          (b) The Independent Underwriter hereby represents and warrants to, and
     agrees with, the Company and the Underwriters that with respect to the
     offering and sale of the Notes as described in the Prospectus:



                                       23
<PAGE>


               (i) The Independent Underwriter constitutes a "qualified
          independent underwriter" within the meaning of Section (b)(15) of Rule
          2720;

               (ii) The Independent Underwriter has participated in the
          preparation of the Registration Statement and the Prospectus and has
          exercised the usual standards of "due diligence" in respect thereto;

               (iii) The Independent Underwriter has undertaken the legal
          responsibilities and liabilities of an underwriter under the Act
          specifically including those inherent in Section 11 thereof;

               (iv) Based upon (A) a review of the Company, including an
          examination of the Registration Statement, information regarding the
          earnings, assets, capital structure and growth rate of the Company and
          other pertinent financial and statistical data, (B) inquiries of and
          conferences with the management of the Company and its counsel and
          independent public accountants regarding the business and operations
          of the Company, (C) consideration of the prospects for the industry in
          which the Company competes, estimates of the business potential of the
          Company, assessments of its management, the general condition of the
          securities markets, market prices of the capital stock and debt
          securities of, and financial and operating data concerning, companies
          believed by the Independent Underwriter to be comparable to the
          Company with debt securities of maturity and seniority similar to the
          Notes, and (D) such other studies, analyses and investigations as the
          Independent Underwriter has deemed appropriate, and assuming that the
          offering and sale of the Notes is made as contemplated herein and in
          the Prospectus, the Independent Underwriter recommends, as of the date
          of the execution and delivery of this Agreement, that the yield on the
          Notes be not less than 8.625% (corresponding to an initial public
          offering price of 100.000%), which minimum yield should in no way be
          considered or relied upon as an indication of the value of the Notes;
          and

               (v) Subject to the provisions of Section 6 hereof, the
          Independent Underwriter will furnish to the Underwriters on the
          Closing Date a letter, dated the Closing Date, in form and substance
          satisfactory to the Underwriters, to the effect of clauses (i) through
          (iv) above.

          (c) The Independent Underwriter hereby agrees with the Company and the
     Underwriters that, as part of its services hereunder, in the event of any
     amendment or supplement to the Prospectus, the Independent Underwriter will
     render services as a "qualified independent underwriter" within the meaning
     of Section (b)(15) of Rule 2720 with respect to the offering and sale of
     the Notes as described in the Prospectus as so amended or supplemented that
     are substantially the same as those services being rendered with respect to
     the offering and sale of the Notes as described in the Prospectus
     (including those described in subsection (b) above).

          (d) The Company, the Underwriters and the Independent Underwriter
     agree to comply in all material respects with all of the requirements of
     Rule 2720 applicable to them in connection with the offering and sale of
     the Notes. The



                                       24
<PAGE>


     Company agrees to cooperate with the Underwriters and the Independent
     Underwriter to enable the Underwriters to comply with Rule 2720 and the
     Independent Underwriter to perform the services contemplated by this
     Agreement.

          (e) The Company and the Independent Underwriter agree that the
     Independent Underwriter will provide its services in its capacity as
     Independent Underwriter hereunder without compensation other than such
     compensation that the Independent Underwriter may receive as an Underwriter
     hereunder.

          (f) The Independent Underwriter hereby consents to the references to
     it as set forth under the caption "Underwriting" in the Prospectus and in
     any amendment or supplement thereto made in accordance with Section 4
     hereof.

                            [signature page follows]



                                       25

<PAGE>



     If the foregoing correctly sets forth the understanding between you and the
Company, please so indicate in the space provided below for that purpose,
whereupon this letter shall constitute a binding agreement among us. It is
understood that your acceptance of this letter on behalf of each of the
Underwriters is pursuant to the authority set forth in a form of Agreement among
Underwriters, the form of which shall be submitted to the Company for
examination, upon request, but without warranty on your part as to the authority
of the signers thereof.

                           Very truly yours,

                           IRON MOUNTAIN INCORPORATED

                           By:   /S/  C. RICHARD REESE
                                 --------------------------------------
                                 Name:  C. Richard Reese
                                 Title: Chairman of the Board and
                                        Chief Executive Officer



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


                           By:   /S/  C. RICHARD REESE
                                 --------------------------------------
                                 Name:  C. Richard Reese
                                 Title: Chairman of the Board and
                                        Chief Executive Officer


<PAGE>


                            IRON MOUNTAIN CONSULTING SERVICES, LLC
                            IRON MOUNTAIN/NATIONAL UNDERGROUND STORAGE, LLC
                            IRON MOUNTAIN CONFIDENTIAL DESTRUCTION LLC

                             By:  Iron Mountain Records Management, Inc.,
                                   Its Manager


                             By:   /S/  C. RICHARD REESE
                                   --------------------------------------
                                   Name:  C. Richard Reese
                                   Title: Chairman of the Board
                                          and Chief Executive Officer

                             IRON MOUNTAIN GLOBAL LLC

                             By:  Iron Mountain Global, Inc.,
                                     Its Manager


                             By:   /S/  C. RICHARD REESE
                                   --------------------------------------
                                   Name:  C. Richard Reese
                                   Title: Chairman of the Board and Chief
                                          Executive Officer

                             ARCUS DATA SECURITY LLC

                             By:  Arcus Data Security, Inc.,
                                  Its Manager


                             By:   /S/  C. RICHARD REESE
                                   --------------------------------------
                                   Name:  C. Richard Reese
                                   Title: Chairman of the Board and Chief
                                          Executive Officer



<PAGE>


                             Accepted as of the date first above written
                             BEAR, STEARNS & CO. INC.



                             By:   /S/ H.C. CHARLES DIAO
                                   --------------------------------------
                                   Name:  H.C. Charles Diao
                                   Title: Senior Managing Director


                             WILLIAM BLAIR & COMPANY, L.L.C.



                             By:   /S/ CHRISTINE N. EVANS KELLY
                                   --------------------------------------
                                   Name:  Christine N. Evans Kelly
                                   Title: Principal


                             FLEET SECURITIES, INC.



                             By:   /S/ JOHN BOWMAN
                                   --------------------------------------
                                   Name:  John Bowman
                                   Title: Managing Director

                             GOLDMAN, SACHS & CO.



                             By:   /S/ GOLDMAN, SACHS & CO.
                                   --------------------------------------
                                   Goldman, Sachs & Co.

                             JPMORGAN, A DIVISION OF CHASE SECURITIES INC.



                             By:   /S/ STEVEN TULIP
                                   --------------------------------------
                                   Name:  Steven Tulip
                                   Title: Managing Director



<PAGE>


                             MERRILL LYNCH, PIERCE FENNER & SMITH
                             INCORPORATED


                                   By:   /S/ DAVID D. R. BULLOCK
                                   --------------------------------------
                                   Name:  David D. R. Bullock
                                   Title: Director




<PAGE>


                             The foregoing Underwriting
                             Agreement is hereby confirmed and
                             accepted as of the date first above
                             written:

                             BEAR, STEARNS & CO. INC.
                             Acting as Independent Underwriter



                                   By:   /S/ H.C. CHARLES DIAO
                                   --------------------------------------
                                   Name:  H.C. Charles Diao
                                   Title: Senior Managing Director




<PAGE>


                                   SCHEDULE I


<TABLE>
<CAPTION>
                                                                           AGGREGATE PRINCIPAL
                                                                            AMOUNT OF NOTES
        NAME OF UNDERWRITER                                                 TO BE PURCHASED
        -------------------                                                 ---------------
<S>                                                                         <C>
        Bear, Stearns & Co. Inc.                                            $   112,500,000
        William Blair & Company, L.L.C.                                          22,500,000
        Fleet Securities, Inc.                                                   22,500,000
        Goldman, Sachs & Co.                                                     22,500,000
        JPMorgan, a division of Chase Securities Inc.                            22,500,000
        Merrill Lynch, Pierce, Fenner & Smith
                        Incorporated                                             22,500,000
                                                        Total.............  ================
                                                                            $   225,000,000
</TABLE>


<PAGE>

                                   SCHEDULE II

                               LIST OF GUARANTORS



                                      NAME

                         Iron Mountain Records Management, Inc.

                         Iron Mountain Records Management of Michigan, Inc.

                         Iron Mountain Consulting Services, LLC

                         IM Billerica, Inc.

                         COMAC, Inc.

                         Arcus Data Security, Inc.

                         Arcus Data Security LLC

                         Iron Mountain Global, Inc.

                         Iron Mountain Global, LLC

                         Iron Mountain Confidential Destruction LLC Iron

                         Mountain/National Underground Storage, LLC DSI

                         Technology Escrow Services, Inc.





<PAGE>
                                  SCHEDULE III

<TABLE>
<CAPTION>
ENTITY NAME ("A")                                                 OWNED BY ("B")
-----------------                                                 --------------
<S>                                                               <C>
USA

Upper Providence Venture I, L.P.                                  PLRH, Inc. (1% GP) & Iron Mountain, Inc. (54% LP)

LATIN/SOUTH AMERICA

Sistemas de Archivo Corporativo S.A. de R.L. de C.V.              Iron Mountain Mexico S.A. de R.L de C.V.
Sistemas de Archivo S.A. de R.L. de C.V.                          Sistemas de Archivo Corporativo S.A. de R.L. de C.V.
Sistemas de Archivo de Mexico S.A. de R.L.                        Sistemas de Archivo Corporativo S.A. de R.L. de C.V.
Iron Mountain South America Ltd.                                  Iron Mountain Cayman Ltd.
IMSA Peru SRL                                                     Iron Mountain South America Ltd.
Iron Mountain Peru S.A.                                           IMSA Peru SRL
Iron Mountain Chile S.A.                                          Iron Mountain South America Ltd.
Iron Mountain do Brasil Emprendimentos Ltda.                      Iron Mountain South America Ltd.
C.A.D.A. Storage S.A.                                             Iron Mountain South America Ltd.
Box Security                                                      Iron Mountain South America Ltd.
Iron Mountain do Brasil S.A.                                      Iron Mountain do Brasil Emprendimentos Ltda.

EUROPE

Iron Mountain Europe Ltd.                                         Iron Mountain (Europe) Group Ltd.
Iron Mountain (UK) Ltd.                                           Iron Mountain Europe Ltd.
Arcus Data Security, Ltd.                                         Iron Mountain Europe Ltd.
The Document Storage Company Ltd.                                 Iron Mountain Europe Ltd.
Stortext (Holdings) Ltd.                                          Iron Mountain Europe Ltd.
Stortext Limited                                                  Stortext (Holdings) Ltd.
JAD 93 Limited                                                    Stortext (Holdings) Ltd.
Document and Information Management Services Ltd.                 Iron Mountain Europe Ltd.
Kestrel Data Services Limited                                     Iron Mountain (UK) Ltd.
Miller Data Management Limited                                    Iron Mountain (UK) Ltd.
Kestrel Data UK Limited                                           Kestrel Data Services Limited
Kestrel Data Storage and Management Ltd.                          Kestrel Data UK Limited
<CAPTION>
                                                                      "B"S         IM US         IM US
                                                                     PERCENT      PERCENT       "NET" %
                                                                    OWNERSHIP    OWNERSHIP     OWNERSHIP
ENTITY NAME ("A")                                                    OF "A"        OF "B"       OF "A"
-----------------                                                    ------        ------       ------
<S>                                                                 <C>            <C>           <C>
USA

Upper Providence Venture I, L.P.                                     55.00%        100.00%       55.00%

LATIN/SOUTH AMERICA

Sistemas de Archivo Corporativo S.A. de R.L. de C.V.                 50.10%        100.00%       50.10%
Sistemas de Archivo S.A. de R.L. de C.V.                            100.00%         50.10%       50.10%
Sistemas de Archivo de Mexico S.A. de R.L.                          100.00%         50.10%       50.10%
Iron Mountain South America Ltd.                                     50.10%        100.00%       50.10%
IMSA Peru SRL                                                        99.90%         50.10%       50.05%
Iron Mountain Peru S.A.                                              99.90%         50.05%       50.00%
Iron Mountain Chile S.A.                                             55.00%         50.10%       27.56%
Iron Mountain do Brasil Emprendimentos Ltda.                         99.90%         50.10%       50.05%
C.A.D.A. Storage S.A.                                                99.90%         50.10%       50.05%
Box Security                                                         99.90%         50.10%       50.05%
Iron Mountain do Brasil S.A.                                         68.60%         50.05%       34.33%

EUROPE

Iron Mountain Europe Ltd.                                            50.10%        100.00%       50.10%
Iron Mountain (UK) Ltd.                                             100.00%         50.10%       50.10%
Arcus Data Security, Ltd.                                           100.00%         50.10%       50.10%
The Document Storage Company Ltd.                                   100.00%         50.10%       50.10%
Stortext (Holdings) Ltd.                                            100.00%         50.10%       50.10%
Stortext Limited                                                    100.00%         50.10%       50.10%
JAD 93 Limited                                                      100.00%         50.10%       50.10%
Document and Information Management Services Ltd.                   100.00%         50.10%       50.10%
Kestrel Data Services Limited                                       100.00%         50.10%       50.10%
Miller Data Management Limited                                      100.00%         50.10%       50.10%
Kestrel Data UK Limited                                             100.00%         50.10%       50.10%
Kestrel Data Storage and Management Ltd.                            100.00%         50.10%       50.10%
</TABLE>
<PAGE>



<TABLE>
<CAPTION>



ENTITY NAME ("A")                                                 OWNED BY ("B")
-----------------                                                 --------------
<S>                                                               <C>
Kestrel Reprographics Limited                                     Kestrel Data UK Limited
Datavault Limited                                                 Iron Mountain Europe Ltd.
Silver Sky Ltd.                                                   Iron Mountain Europe Ltd.
Datavault Holdings Limited                                        Iron Mountain Europe Ltd.
Datavault Northwest Limited                                       Datavault Limited
Datavault Southwest Limited                                       Datavault Limited
Secur' Archiv Aktenmanagement GmbH                                Iron Mountain Europe Ltd.
Archive Services Limited                                          Iron Mountain (UK) Ltd.
Jones and Crossland Limited                                       Archive Services Limited
Iron Mountain Holdings (Europe) Limited                           Iron Mountain Europe Ltd.
Iron Mountain Holdings (France) S.n.c.                            DIMS & Miller Data Mgmt. Ltd.
Iron Mountain (France) S.A.                                       Iron Mountain Holdings (France) S.n.c.
MAP S.A.                                                          Iron Mountain (France) S.A.
BDM S.A.                                                          MAP S.A.
FIME S.A.                                                         BDM S.A.
Memogarde S.A.                                                    FIME S.A.
France Telesauvegarde S.A.                                        FIME S.A.
Societe Civile Immobiliere du Chemin Cornillon                    FIME S.A.
Iron Mountain Espana S.A.                                         Iron Mountain Holdings (Europe) Limited
Boston Data S.A.                                                  Iron Mountain Espana S.A.
Documentalia S.A.                                                 Iron Mountain Espana S.A.
MGR Arrendamientos Industriales S.L.                              Iron Mountain Espana S.A. & Documentalia S.A.
Innovator Projects S.A.                                           Iron Mountain Holdings (Europe) Limited
Datavault S.A.                                                    IM Holdings (Europe) Ltd. & Innovator Projects S.A.
<CAPTION>
                                                                      "B"S         IM US         IM US
                                                                     PERCENT      PERCENT       "NET" %
                                                                    OWNERSHIP    OWNERSHIP     OWNERSHIP
ENTITY NAME ("A")                                                    OF "A"        OF "B"       OF "A"
-----------------                                                    ------        ------       ------
<S>                                                                 <C>            <C>           <C>
Kestrel Reprographics Limited                                       100.00%         50.10%       50.10%
Datavault Limited                                                   100.00%         50.10%       50.10%
Silver Sky Ltd.                                                     100.00%         50.10%       50.10%
Datavault Holdings Limited                                          100.00%         50.10%       50.10%
Datavault Northwest Limited                                         100.00%         50.10%       50.10%
Datavault Southwest Limited                                         100.00%         50.10%       50.10%
Secur' Archiv Aktenmanagement GmbH                                  100.00%         50.10%       50.10%
Archive Services Limited                                            100.00%         50.10%       50.10%
Jones and Crossland Limited                                         100.00%         50.10%       50.10%
Iron Mountain Holdings (Europe) Limited                             100.00%         50.10%       50.10%
Iron Mountain Holdings (France) S.n.c.                              100.00%         50.10%       50.10%
Iron Mountain (France) S.A.                                         100.00%         50.10%       50.10%
MAP S.A.                                                            100.00%         50.10%       50.10%
BDM S.A.                                                            100.00%         50.10%       50.10%
FIME S.A.                                                           100.00%         50.10%       50.10%
Memogarde S.A.                                                      100.00%         50.10%       50.10%
France Telesauvegarde S.A.                                          100.00%         50.10%       50.10%
Societe Civile Immobiliere du Chemin Cornillon                      100.00%         50.10%       50.10%
Iron Mountain Espana S.A.                                           100.00%         50.10%       50.10%
Boston Data S.A.                                                    100.00%         50.10%       50.10%
Documentalia S.A.                                                   100.00%         50.10%       50.10%
MGR Arrendamientos Industriales S.L.                                100.00%         50.10%       50.10%
Innovator Projects S.A.                                             100.00%         50.10%       50.10%
Datavault S.A.                                                       70.80%         50.10%       35.47%
</TABLE>



<PAGE>




                                     ANNEX I

                  FORM OF OPINION OF COMPANY'S OUTSIDE COUNSEL


     (i) Each of the Guarantors has been duly incorporated or formed, is validly
existing as a corporation or limited liability company in good standing under
the laws of its jurisdiction of incorporation or formation and has the corporate
or limited liability company power and authority required to carry on its
business as it is described in the Registration Statement and the Prospectus.

     (ii) The Company is duly qualified and is in good standing as a foreign
corporation authorized to do business in each jurisdiction in which the nature
of its business or its ownership or leasing of property requires such
qualification, except where the failure to be so qualified would not have a
material adverse effect on the Company and its subsidiaries, taken as a whole.

     (iii) All of the issued and outstanding shares of capital stock of, or
other ownership interests in, each of the Guarantors have been duly and validly
authorized and issued and are fully paid and non-assessable, and except as set
forth in the Prospectus are, to our knowledge, owned beneficially by the Company
or its subsidiaries, free and clear of any perfected security interest or
adverse claim, except to the extent described in the Prospectus or on the
Schedule to the Underwriting Agreement.

     (iv) The Guarantees have been duly authorized by all necessary corporate or
limited liability company, as the case may be, action of the Guarantors and,
when the Notes are executed and authenticated in accordance with the provisions
of the Indenture and delivered to the Underwriters against payment therefor as
provided by the Underwriting Agreement, the Notes and the Guarantees will be
entitled to the benefits of the Indenture, and will be valid and binding
obligations of the Company and the Guarantors, respectively, enforceable in
accordance with their terms.

     (v) The Underwriting Agreement has been duly delivered by the Company and
duly authorized, executed and delivered by the Guarantors.

     (vi) The Indenture has been duly delivered by the Company and duly
authorized, executed and delivered by the Guarantors and is a valid and binding
agreement of the Company and the Guarantors enforceable in accordance with its
terms.

     (vii) The statements under the "Description of the Notes," "Description of
Other Debt," "Certain United States Federal Income Tax Considerations" and
"Underwriting" in the Prospectus, as amended or supplemented through the date
hereof, insofar as such statements constitute a summary of legal matters,
documents or proceedings referred to therein, fairly present the information so
summarized with respect to such legal matters, documents and proceedings.



<PAGE>



     (viii) To our knowledge, no holder of any securities of the Company has the
right to require registration of any security of the Company in connection with
the filing of the Registration Statement or the issuance of the Notes.

     (ix) The execution, delivery and performance of the Underwriting Agreement,
the Indenture and the Notes, the performance of the Guarantees, and compliance
by the Company and the Guarantors with all the provisions thereof and the
consummation of the transactions contemplated thereby do not require any
consent, approval, authorization or other order of any court, regulatory body,
administrative agency or other governmental body (or pursuant to any consent
decree known to us by which the Company or a Guarantor is bound), and do not
conflict with or constitute a breach of any of the terms or provisions of, or a
default under, the charter or by-laws or comparable organizational documents of
the Company or any of the Guarantors or any agreement filed as an exhibit to the
Company's Annual Report on Form 10-K for the year ended December 31, 2000 (the
"Annual Report") or any other agreement or other document known to us under
which the Company or any of the Guarantors has outstanding indebtedness for
money borrowed in excess of $4 million, or violate or conflict with any laws,
administrative regulations or rulings or, to our knowledge, court decrees
applicable to the Company, any of the Guarantors or their respective property.

     (x) To our knowledge (A) no legal or governmental proceedings are pending
or threatened to which the Company or any of the Guarantors is a party or to
which any of their respective property is subject that are required to be
described in the Prospectus and are not so described and (B) no contract or
other document is required to be described in the Prospectus or filed as an
exhibit to the Registration Statement that is not so described or filed.

     (xi) Neither the Company nor any Guarantor is now, nor immediately after
the offering of the Notes as described in the Prospectus will be, an "investment
company" or a company "controlled" by an "investment company" within the meaning
of the Investment Company Act of 1940, as amended, or is or will be subject to
registration under the Investment Company Act.

     (xii) The Registration Statement has become effective under the Act, and,
to our knowledge, no stop order suspending the effectiveness of the Registration
Statement is in effect and no proceedings for such purpose are pending before or
threatened by the Commission. Any required filing of the Prospectus pursuant to
Rule 424 under the Act has been made in accordance with said Rule 424. The
Indenture has been duly qualified under the Trust Indenture Act.

     (xiii) The Registration Statement and the Prospectus and any supplements or
amendments thereto (except for (i) the financial statements and the notes
thereto and the schedules and other financial and statistical data included or
incorporated by reference therein, and (ii) the part of the Registration
Statement that constitutes the Statement of Eligibility (Form T-1) of the
Trustee under the Trust Indenture Act, as to which we express no opinion), as of
their respective effective dates or issue dates, complied as to form in all
material respects with the requirements of the Act.


<PAGE>


     (xiv) The Annual Report and the Current Report on Form 8-K filed with the
Commission on March 23, 2001 (the "Current Report") (except for the financial
statements and the notes thereto and the schedules and other financial and
statistical data included or incorporated by reference therein, as to which we
express no opinion) complied as to form when filed with the Commission in all
material respects with the requirements of the Exchange Act.

Such opinion shall also recite that:

In the course of the Company's preparation of the Registration Statement and the
Prospectus, we have participated in conferences with officers and other
representatives of the Company, counsel for the Underwriters, representatives of
the independent public accountants for the Company, and you, at which the
contents of the Registration Statement and Prospectus and related matters were
discussed and, although we are not passing upon, and do not assume
responsibility for, the factual accuracy, completeness or fairness of the
statements contained in the Registration Statement and Prospectus and have not
made any independent check or verification thereof (except as set forth in
paragraph (vii)), on the basis of the foregoing, we advise you that (except as
to (i) the financial statements, schedules and other financial and statistical
data included in the Registration Statement or the Prospectus, and (ii) that
part of the Registration Statement that constitutes the Statement of Eligibility
(Form T-1) under the Trust Indenture Act, as to which you have not asked us to
express, and as to which we do not express, any views) no facts have come to our
attention that would lead us to believe that (x) the Registration Statement
(including the documents incorporated by reference therein), as of the time it
became effective under the Act or as of March 23, 2001 at the time of filing the
Annual Report and the Current Report or on the date hereof, contained or
contains an untrue statement of a material fact or omitted or omits to state a
material fact required to be stated therein or necessary in order to make the
statements therein not misleading or (y) the Prospectus (including the documents
incorporated by reference therein), at the time it was first provided to the
Underwriters for use in connection with the offering of the Notes or at the date
hereof, included or includes an untrue statement of a material fact or omitted
or omits to state a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.



<PAGE>



                                    ANNEX II

                  FORM OF OPINION OF COMPANY'S GENERAL COUNSEL

     (i) the statements under the captions "Item 12. Executive Compensation" and
"Item 13. Certain Relationships and Related Transactions" in the Company's
Annual Report on Form 10-K for the year ended December 31, 2001 incorporated by
reference in the Prospectus, as amended or supplemented, insofar as such
statements constitute a summary of legal matters, documents or proceedings
referred to therein, fairly present the information called for with respect to
such legal matters, documents and proceedings;

     (ii) the execution, delivery and performance of the Underwriting Agreement,
the Indenture, the Notes and the Guarantees and compliance by the Company and
the Guarantors with all the provisions thereof and the consummation of the
transactions contemplated thereby do not require any consent, approval,
authorization or other order of any court, regulatory body, administrative
agency or other governmental body (except as such may be required under the
securities or Blue Sky laws of the various states or jurisdictions outside the
United States), and will not conflict with or constitute a breach of any of the
terms or provisions of, or a default under, the charter or by-laws or comparable
organizational documents of the Company or any of its subsidiaries or any
agreement, indenture or other instrument to which it or any of its subsidiaries
is a party or by which it or any of its subsidiaries or their respective
property is bound, or violate or conflict with any laws, administrative
regulations or rulings or court decrees applicable to the Company, any of its
subsidiaries or their respective property;

     (iii) I do not know of (A) any legal or governmental proceeding pending or
threatened to which the Company or any of its subsidiaries is a party or to
which any of their respective property is subject which is required to be
described in the Prospectus and is not so described, or (B) any contract or
other document which is required to be described in the Prospectus or filed as
an exhibit to the Registration Statement and is not so described or so filed;

     (iv) to my knowledge, neither the Company nor any of its subsidiaries is in
violation of its respective charter or by-laws or comparable organizational
documents and, to my knowledge, neither the Company nor any of its subsidiaries
is in default in the performance of any obligation, agreement or condition
contained in any bond, debenture, note or other evidence of indebtedness or in
any other agreement, indenture or instrument material to the conduct of the
business of the Company and its subsidiaries, taken as a whole, to which the
Company or any of its subsidiaries is a party or by which it or any of its
subsidiaries or their respective properties are bound;

     (v) all leases to which the Company or any of its subsidiaries is a party
relating to real property in Massachusetts or California are valid and binding
and no default has occurred or is continuing thereunder which might result in
any material adverse change in the business prospects, financial condition or
results of operations of the Company and its subsidiaries taken as a whole, and
the Company and its subsidiaries enjoys peaceful and undisturbed possession
under all such leases to which any of them is a party as lessee with such
exceptions as do not materially interfere with the use made thereof by the
Company or such subsidiary; and

     (vi) to my knowledge, the Company and each of its subsidiaries has such
permits, licenses, franchises and authorizations of governmental or regulatory
authorities ("permits"), including without limitation, under any applicable
Environmental Laws, as are necessary to own, lease and operate its respective
properties and to conduct its respective business in the manner described in the
Prospectus; to my knowledge, the Company and each of its subsidiaries



<PAGE>


has fulfilled and performed all of its material obligations with respect to such
permits and no event has occurred which allows, or after notice or lapse of time
would allow, revocation or termination thereof or would result in any other
material impairment of the rights of the holder of any such permit, except as in
each case as would not, singly or in the aggregate, have a material adverse
effect (financial or otherwise) on the Company and its subsidiaries, taken as a
whole and, except as described in the Prospectus, such permits contain no
restrictions that materially interfere with the business or operations of the
Company or any of its subsidiaries as currently conducted.

Such opinion shall also recite that:

I assisted in collecting information requested by your counsel and outside
counsel to the Company and responded to inquiries concerning the Company and its
subsidiaries raised by such counsel, and I have reviewed the Registration
Statement and the Prospectus; although except as expressly set forth herein, I
am not passing upon, and do not assume any responsibility for, the accuracy,
completeness or fairness of the statements contained in the Registration
Statement and the Prospectus, no facts have come to my attention that wold lead
me to believe that (as to (i) financial statements, schedules and other
financial and statistical data contained therein and (ii) that part of the
Registration Statement that constitutes the Statement of Eligibility (Form T-1)
under the Trust Indenture Act, as to which I express no view), (x) the
Registration Statement (including the documents incorporated by reference
therein), as of the time it became effective under the Act or as of March 23,
2001 at the time of filing the Annual Report and the Current Report or on the
date hereof, contained or contains an untrue statement of a material fact or
omitted or omits to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading or (y) the
Prospectus (including the documents incorporated by reference therein), at the
time it was first provided to the Underwriters for use in connection with the
offering of the Notes or at the date hereof, included or includes an untrue
statement of a material fact or omitted or omits to state a material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.




<PAGE>


                                    ANNEX III

         FORM OF OPINION OF SPECIAL PENNSYLVANIA COUNSEL TO THE COMPANY


     (i) The Company is a corporation duly incorporated and validly subsisting
under the laws of the Commonwealth of Pennsylvania and has the corporate power
to own, lease and operate its properties and to conduct its business as
described or incorporated by reference in the Prospectus, to enter into and
perform its obligations under the Agreement and to consummate the transactions
contemplated by the Agreement and in the Prospectus.

     (ii) The Agreement has been duly authorized and executed by the Company.

     (iii) The Company has the requisite corporate power and authority to
execute, deliver and perform its obligations under the Indenture.

     (iv) The statements under the captions "Description of Capital Stock" and
"Description of Certain Provisions of Pennsylvania Law and Our Articles of
Incorporation and ByLaws" in the Prospectus and "Item. 15. Indemnification of
Directors and Officers" in the Registration Statement have been reviewed by us,
and insofar as they refer to statements of law, descriptions of statutes, rules
or regulations, or legal conclusions, are correct in all material respects.

     (v) The execution, delivery and performance of the Agreement, the Notes and
the Indenture, and the consummation of the transactions contemplated herein and
therein have been duly authorized by all necessary corporate action on the part
of the Company and will not violate (i) the provisions of the Articles of
Incorporation or Bylaws of the Company or (ii) any statute, rule or regulation
of the United States or the Commonwealth of Pennsylvania or any administrative
body thereof, or, to our knowledge, any administrative or court order or decree.

     (vi) No consent, authorization, or approval of, or notice to or filing
with, any court, governmental authority or agency of the Commonwealth of
Pennsylvania is necessary or required by the Company in connection with the
issue and sale of the Notes pursuant to the Indenture or the execution and
delivery of the Indenture, except those already obtained or made or those
described in the Prospectus.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>5
<FILENAME>a2044106zex-12.txt
<DESCRIPTION>EXHIBIT 12
<TEXT>

<PAGE>

                                                                      EXHIBIT 12

                           IRON MOUNTAIN INCORPORATED

       STATEMENT OF THE CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                     1994       1995       1996       1997         1998       1999       2000
                                                   --------   --------   --------   --------     --------   --------   ---------
<S>                                                <C>        <C>        <C>        <C>          <C>        <C>        <C>
Earnings:
  Income (loss) from continuing operations before
  provision (benefit) for Income taxes & Minority
  Interest                                         $  3,241   $  1,945   $  1,792   $ (4,601)    $  3,391   $  9,841   $ (18,032)
    Add: Fixed charges                               13,472     17,058     21,939     37,489       61,169     73,957     154,975
                                                   --------   --------   --------   --------     --------   --------   ---------
                                                   $ 16,713   $ 19,003   $ 23,731   $ 32,888     $ 64,560   $ 83,798   $ 136,943
                                                   ========   ========   ========   ========     ========   ========   =========
Fixed Charges:
  Interest Expense                                 $  8,954   $ 11,838   $ 14,901   $ 27,712     $ 45,673   $ 34,425   $ 117,975
  Interest Portion of rent expense                    4,518      5,220      7,038      9,777       15,496     19,532      37,000
                                                   --------   --------   --------   --------     --------   --------   ---------
                                                   $ 13,472   $ 17,058   $ 21,939   $ 37,489     $ 61,169   $ 73,957   $ 154,975
                                                   ========   ========   ========   ========     ========   ========   =========
Ratio of earnings to fixed charges                      1.2x       1.1x       1.1x       0.9x(1)      1.1x       1.1x        0.9x(1)
</TABLE>

(1)  We reported a loss from continuing operations before provision (benefit)
     for income taxes and minority interest for the years ended December 31,
     1997 and December 30, 2000, the Company would have needed to generate
     additional income from operations before provision for income taxes and
     minority interest of $4,601 and $18,032 to cover its fixed charges of
     $37,489 and $154,975, respectively.
</TEXT>
</DOCUMENT>
</SUBMISSION>
