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<TEXT>

    As filed with the Securities and Exchange Commission on February 11, 2002
                                                  Registration No. 333-75068

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               AMENDMENT NO. 1 TO

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


  IRON MOUNTAIN INCORPORATED          Pennsylvania               23-2588479
       IM CAPITAL TRUST I               Delaware           [Application Pending]
(Exact name of registrant as        (State or other          (I.R.S. Employer
  specified in its charter)         jurisdiction of          Identification No.)
                                     incorporation
                                    or organization)

                745 Atlantic Avenue, Boston, Massachusetts 02111

  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                     C. RICHARD REESE                       Copy to:
           Chairman of the Board of Directors        WILLIAM J. CURRY, ESQ.
              and Chief Executive  Officer          Sullivan & Worcester LLP
                    745 Atlantic Avenue              One Post Office Square
                Boston, Massachusetts 02111        Boston, Massachusetts 02109
                      (617) 535-4766                    (617) 338-2800

(Name, address,  including zip code, and telephone number,  including area code,
of agent for service)

   Approximate date of commencement of proposed sale to the public: From time to
time after the effective  date of this  registration  statement as determined in
light of market conditions and other factors.

         If the only securities  being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the box. / /

         If any of the  securities  being  registered  on  this  form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933,  other than  securities  offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering.  / /

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering.  / /

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box.  / /

<PAGE>
         The registrants  hereby amend this registration  statement on such date
or dates as may be necessary to delay its effective  date until the  registrants
shall file a further amendment which specifically  states that this registration
statement shall  thereafter  become effective in accordance with Section 8(a) of
the Securities  Act of 1933 or until this  registration  statement  shall become
effective on such date as the SEC,  acting  pursuant to said Section  8(a),  may
determine.

         PURSUANT  TO  RULE  429(A)  UNDER  THE  SECURITIES  ACT  OF  1933,  THE
PROSPECTUSES  CONTAINED IN THIS REGISTRATION STATEMENT ARE COMBINED PROSPECTUSES
AND RELATE TO SECURITIES  REGISTERED UNDER THIS  REGISTRATION  STATEMENT AND THE
SECURITIES  REGISTERED AND REMAINING  UNSOLD UNDER IRON MOUNTAIN'S  REGISTRATION
STATEMENT ON FORM S-3 (FILE NO.  333-54030)  INITIALLY FILED ON JANUARY 19, 2001
AND  DECLARED  EFFECTIVE  ON JANUARY  31,  2001.  PURSUANT  TO RULE  429(B) THIS
REGISTRATION STATEMENT,  WHICH IS A NEW REGISTRATION STATEMENT,  SHALL ACT, UPON
EFFECTIVENESS,   AS  A  POST-EFFECTIVE   AMENDMENT  NO.  1  TO  IRON  MOUNTAIN'S
REGISTRATION  STATEMENT  ON FORM S-3 (FILE  NO.  333-54030).  IN THE EVENT  THAT
SECURITIES PREVIOUSLY REGISTERED UNDER IRON MOUNTAIN'S REGISTRATION STATEMENT ON
FORM S-3 (FILE NO.  333-54030)  ARE OFFERED AND SOLD PRIOR TO THE EFFECTIVE DATE
OF  THIS  REGISTRATION  STATEMENT,  THE  AMOUNT  OF SUCH  PREVIOUSLY  REGISTERED
SECURITIES SO SOLD WILL NOT BE INCLUDED IN THE PROSPECTUSES HEREUNDER.

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

                                EXPLANATORY NOTE

         This  registration  statement  consists  of two  separate  prospectuses
covering:

         (1)  debt  securities,   guarantees,  common  stock,  preferred  stock,
depositary shares,  warrants,  stock purchase contracts and stock purchase units
of Iron  Mountain  and trust  preferred  securities  of IM Capital  Trust I, and
guarantees  thereof by Iron  Mountain,  to be  offered  from time to time by the
registrants; and

         (2) common  stock of Iron  Mountain to be issued  under a direct  stock
purchase plan of Iron Mountain.

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


    PRELIMINARY PROSPECTUS
                              Subject to Completion
                 Preliminary Prospectus Dated February 11, 2002

                                  $500,000,000
                           Iron Mountain Incorporated

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

     We may from time to time offer:

     o    debt securities;

     o    shares of our preferred stock;

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

     o    shares of our common stock;

     o    warrants to purchase any of these securities; or

     o    stock purchase contracts.

     The securities we offer will have an aggregate  public offering price of up
to $500,000,000. These securities may be offered and sold separately or together
in units with other securities described in this prospectus.

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

     IM Capital Trust I may, from time to time, offer trust preferred securities
which will be fully and unconditionally  guaranteed by us. Our guarantees may be
senior or subordinated.  The trust preferred  securities may be offered and sold
separately  or  together  in  units  with  other  securities  described  in this
prospectus.

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

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

     Investing in our securities involves risks. See "Risk Factors" beginning on
page 2.

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

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

               The date of this prospectus is __________ __, 2002.
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
About This Prospectus......................................................  (i)
Cautionary Note Regarding Forward-Looking Statements....................... (ii)
Our Company................................................................   1
IM Capital Trust...........................................................   1
Risk Factors...............................................................   2
Ratio of Earnings to Fixed Charges.........................................   7
Use of Proceeds............................................................   8
Description of Our Debt Securities.........................................   8
Description of Our Capital Stock...........................................  15
Description of Our Depositary Shares.......................................  17
Description of Our Warrants................................................  21
Description of the Stock Purchase Contracts and the Stock Purchase Units...  22
Description of the Trust Preferred Securities..............................  22
Description of the Trust Preferred Securities Guarantee....................  24
Relationship Among the Debt Securities, the Trust Preferred Securities
       and the Trust Preferred Securities Guarantee........................  27
Description of Certain Provisions of Pennsylvania Law and Our
       Articles of Incorporation and Bylaws................................  28
Plan of Distribution.......................................................  30
Validity of the Offered Securities.........................................  31
Experts....................................................................  31
Where You Can Find More Information........................................  32
Documents Incorporated By Reference........................................  32

                              ABOUT THIS PROSPECTUS

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

    We have not  included,  or  incorporated  by reference,  separate  financial
statements of IM Capital Trust I in this  prospectus.  Neither we nor IM Capital
Trust I consider  these  financial  statements  material to holders of the trust
preferred securities because:

     o    IM Capital Trust is a special purpose entity;

     o    IM Capital  Trust does not have any operating  history or  independent
          operations; and

     o    IM  Capital  Trust is not  engaged  in,  nor will it  engage  in,  any
          activity   other  than  issuing  trust   preferred  and  trust  common
          securities,  investing in and holding our debt securities and engaging
          in related activities.

    Furthermore,  the combination of our obligations  under our debt securities,
the  associated  indentures,  IM Capital  Trust's  declaration  of trust and our
related  guarantees  provide a full and  unconditional  guarantee of payments of
distributions  and other  amounts  due on the  trust  preferred  securities.  In
addition,  we do not expect that IM Capital Trust will file reports with the SEC
under the Securities Exchange Act of 1934, as amended.

                                      (i)
<PAGE>

    You  should  rely  only on the  information  incorporated  by  reference  or
provided  in this  document  and any  prospectus  supplement.  Neither we nor IM
Capital  Trust  have  authorized  anyone  else to  provide  you  with  different
information.  Neither  we nor IM  Capital  Trust  are  making  an offer of these
securities in any jurisdiction where it is unlawful. If anyone provides you with
different or inconsistent information, you should not rely on it. You should not
assume that the  information in this prospectus is accurate as of any date other
than the date on the front of this document.

    References  in this  prospectus  to the terms  "we,"  "our" or "us" or other
similar terms mean Iron Mountain Incorporated and its consolidated subsidiaries,
unless we state otherwise or the context indicates otherwise. References in this
prospectus to "IM Capital Trust" means IM Capital Trust I.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

    Although  we  believe  that  our  forward-looking  statements  are  based on
reasonable  assumptions,  our  expected  results may not be achieved  and actual
results may differ  materially  from our  expectations.  Important  factors that
could cause actual results to differ from  expectations  include,  among others,
those set forth below. For a more detailed  discussion of some of these factors,
please read carefully the information under "Risk Factors" beginning on page 2.

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

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

     o    the uncertainties related to international expansion and operations;

     o    the  uncertainties  related  to  expansion  into  digital  businesses,
          including  the timing of  introduction  and market  acceptance  of our
          products and services;

     o    rapid and significant changes in technology;

     o    the cost and availability of appropriate storage facilities;

     o    changes in customer preferences and demand for our services;

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

     o    other general economic and business conditions.

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

                                      (ii)

<PAGE>

                                   OUR COMPANY

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

    As of December  31,  2001,  we provided  services to over  125,000  customer
accounts in 80 markets in the United States and 44 markets outside of the United
States.  We  employ  over  10,000  people  and  operate  more  than 650  records
management facilities in the United States, Canada, Europe and Latin America.

                                IM CAPITAL TRUST

    IM Capital Trust is a subsidiary of ours. IM Capital Trust was created under
the Delaware Business Trust Act and is governed by a declaration of trust, as it
may be amended and restated from time to time,  among the trustees of IM Capital
Trust and us.

    When IM Capital Trust issues its trust preferred securities,  the holders of
the trust preferred  securities will own all of the issued and outstanding trust
preferred  securities of IM Capital Trust. We will acquire all of the issued and
outstanding  trust  common  securities  of IM  Capital  Trust,  representing  an
undivided beneficial interest in the assets of IM Capital Trust of at least 3%.

    IM Capital Trust will exist primarily for the purposes of:

     o    issuing its trust preferred and trust common securities;

     o    investing the proceeds from the sale of its trust  preferred and trust
          common securities in our debt securities; and

     o    engaging in other  activities  only as are  necessary or incidental to
          issuing its securities and purchasing and holding our debt securities.

    The debt  securities IM Capital Trust  purchases from us may be subordinated
debt securities or senior debt securities,  and may be fully and unconditionally
guaranteed by substantially  all of our present and future wholly owned domestic
subsidiaries.  We  will  specify  the  type  of debt  security  in a  prospectus
supplement.

    IM Capital Trust has three trustees. One of the trustees, referred to as the
regular  trustee,  is an  individual  who is an  officer  and  employee  of Iron
Mountain. Additional regular trustees may be appointed in the future. The second
trustee is The Bank of New York,  which serves as the property trustee under the
declaration of trust for purposes of the Trust  Indenture Act of 1939. The third
trustee is The Bank of New York  (Delaware),  which has its  principal  place of
business  in the State of  Delaware,  and serves as the  Delaware  trustee of IM
Capital Trust.

    The Bank of New York, acting in its capacity as guarantee trustee, will hold
for the benefit of the holders of trust  preferred  securities a trust preferred
securities  guarantee,  which  will be  separately  qualified  under  the  Trust
Indenture Act of 1939.

    Unless otherwise provided in the applicable prospectus  supplement,  because
we will own all of the trust common securities of IM Capital Trust, we will have
the exclusive  right to appoint,  remove or replace  trustees and to increase or
decrease  the number of  trustees.  In most cases,  there will be at least three
trustees.  The term of IM

                                      -1-
<PAGE>

Capital Trust will be described in the applicable prospectus supplement, but may
dissolve earlier,  as provided in IM Capital Trust's declaration of trust, as it
may be amended and restated from time to time.

    The rights of the holders of the trust  preferred  securities  of IM Capital
Trust,  including  economic rights,  rights to information and voting rights and
the  duties  and  obligations  of the  trustees  of IM  Capital  Trust,  will be
contained in and governed by the declaration of trust of IM Capital Trust, as it
may be amended and restated from time to time,  the Delaware  Business Trust Act
and the Trust Indenture Act of 1939.

                                  RISK FACTORS

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

Acquisition and International Expansion Risks

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

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

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

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

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

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

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

We may be unable to continue our international expansion.

    Our  growth  strategy  involves  expanding   operations  into  international
markets, and we expect to continue this expansion. Europe and Latin America have
been our primary  areas of focus for  international  expansion.  We have entered
into joint ventures and have acquired all or a majority of the equity in records
and information  management services businesses operating in these areas and are
actively pursuing additional opportunities. This growth strategy involves risks.
We may be unable to pursue this strategy in the future.  For example,  we may be
unable to:

                                      -2-
<PAGE>

     o    identify suitable companies to acquire;

     o    complete acquisitions on satisfactory terms;

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

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

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

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

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

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

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

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

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

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

Operational Risks

We have a history of net losses.

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

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

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

    Our primary  financial  goal has been,  and will continue to be, to increase
consolidated  Adjusted  EBITDA(1)  in relation to capital  invested,  even as we
shift our focus from growth through  acquisitions to internal revenue growth.
__________

    (1) Adjusted EBITDA and Adjusted  EBITDA-based  calculations are used by the
holders of our publicly  issued debt as important  criteria for  evaluating  our
business and, as a result, all of our bond indentures contain covenants in which
Adjusted EBITDA-based  calculations are used as the primary measure of financial
performance. In addition, we use Adjusted EBITDA as the basis for evaluating the
performance  of and  allocating  resources to our internal  operating  segments.
However, you should not consider EBITDA or Adjusted EBITDA to be substitutes for
operating or net income (as  determined in accordance  with  generally  accepted
accounting principles, or GAAP) as indicators of our performance or to cash flow
from  operations  (as  determined  in  accordance  with  GAAP)  as  measures  of
liquidity.
                                      -3-
<PAGE>
We  define  Adjusted  EBITDA  as  EBITDA  (earnings   before  interest,   taxes,
depreciation   and   amortization)   adjusted   for  other   income   (expense),
merger-related   expenses,   stock  option  compensation  expense  and  minority
interest.  Adjusted  EBITDA  is a source of funds for  investment  in  continued
growth and for servicing debt.

    Having  an  objective  of  increasing   consolidated   Adjusted  EBITDA  may
negatively affect other measures of financial  performance,  such as net income.
In addition,  execution of our growth strategy could result in future net losses
due to increased  interest  expense  associated  with  borrowings  and increased
depreciation and amortization expenses.

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

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

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

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

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

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

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

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

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

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

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

International operations may pose unique risks.

    As of December  31,  2001,  we provided  services in 44 markets  outside the
United States. As part of our growth strategy,  we expect to continue to acquire
records and  information  management  services  businesses  in foreign  markets.
International operations are subject to numerous risks, including:

                                      -4-
<PAGE>
     o    the risk that the business  partners upon whom we depend for technical
          assistance  or management  and  acquisition  expertise  outside of the
          United States will not perform as expected;

     o    the impact of foreign government regulations;

     o    the volatility of certain foreign economies in which we operate;

     o    political uncertainties;

     o    differences in business practices; and

     o    foreign currency fluctuations.

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

We face competition for customers.

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

Indebtedness and Other Risks

Our substantial indebtedness could adversely affect our financial health.

    We have substantial indebtedness, which could have important consequences to
you. The risks  associated with our substantial  indebtedness include:

     o    sensitivity to adverse economic conditions;

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

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

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

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

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

Our indebtedness may increase as we continue to borrow under existing and future
credit  arrangements  in order to finance  future  acquisitions  and for general
corporate purposes, which would increase the associated risks.

                                      -5-
<PAGE>

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

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

     o    incur additional indebtedness;

     o    pay dividends or make other restricted payments;

     o    make asset dispositions;

     o    create or permit liens; and

     o    make capital expenditures and other investments.

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

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

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

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

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

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

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

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

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

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

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


                                      -6-
<PAGE>


                       RATIO OF EARNINGS TO FIXED CHARGES

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

                                                                                          Nine Months Ended
                                              Year Ended December 31,                       September 30,
                          -----------------------------------------------------------------------------------
                             1996        1997        1998         1999        2000                2001
                             ----        ----        ----         ----        ----                ----
<S>                         <C>       <C>           <C>            <C>        <C>             <C>
Ratio of earnings to
 fixed charges               1.1x      0.9x(1)       1.1x           1.1x       0.9x(1)          0.9x(1)

-------------------------------
<FN>
(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 31, 2000 and for the nine
     months ended September 30, 2001. We would have needed to generate additional income from operations
     before provision for income taxes and minority interest of $4,601,  $18,032 and $7,786 to cover our
     fixed charges of $37,489, $154,975 and $133,292, respectively.
</FN>
</TABLE>

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


                                      -7-
<PAGE>

                                 USE OF PROCEEDS

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

    IM  Capital  Trust  will use all net  proceeds  from  the sale of its  trust
preferred  securities  and its trust  common  securities  to  purchase  our debt
securities.

                       DESCRIPTION OF OUR DEBT SECURITIES

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

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

General

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

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

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

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

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

                                      -8-
<PAGE>

     o    the aggregate principal amount of the securities;

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

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

     o    the stated maturity date;

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

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

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

     o    any sinking fund requirements;

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

     o    whether the securities are denominated or payable in U.S. dollars or a
          foreign currency or units of two or more foreign currencies;

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

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

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

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

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

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

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

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

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

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

                                      -9-
<PAGE>

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

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

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

Denominations, Interest, Registration and Transfer

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

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

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

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

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

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

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

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

Merger, Consolidation or Sale of Assets

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

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

                                      -10-
<PAGE>

     o    Immediately after the consolidation or merger or sale of assets we are
          not in  default on the debt  securities.  A default  for this  purpose
          would  include  any event that  would be an event of  default  without
          regard to notice obligations or the length of time of the default.

Certain Covenants

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

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

Events of Default and Related Matters

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

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

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

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

     o    we fail to comply with any "change of  control"  covenant  included in
          the applicable indenture;

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

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

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

     o    any other event of default,  or  modification  of any of the foregoing
          events of default,  described in the applicable  prospectus supplement
          occurs.

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

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

    The  trustee  will  be  required  to  give  notice  to the  holders  of debt
securities  within 90 days of a default of which the trustee has knowledge under
the  applicable  indenture  unless the  default  has been  cured or waived.  The
trustee may withhold  notice to the holders of any series of debt  securities of
any default with respect to that series,  except a

                                      -11-
<PAGE>
default in the payment of the  principal of or interest on any debt  security of
that  series,  if  specified  responsible  officers of the trustee in good faith
determine that withholding the notice is in the interest of the holders.

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

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

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

     o    the  holders of at least 25% in  principal  amount of all  outstanding
          securities of the relevant series must make a written request that the
          trustee take action because of the default,  and must offer  indemnity
          satisfactory  to the  trustee  against the costs,  expenses  and other
          liabilities of taking that action;

     o    the trustee  must have not taken  action for 60 days after  receipt of
          the above notice, request and offer of indemnity; and

     o    the  trustee  does not  receive  direction  contrary  to the  holders'
          written  request,  within 60 days  following  receipt of the  holders'
          written request, from holders of a majority in principal amount of the
          outstanding securities of that series.

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

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

Modification of an Indenture

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

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

     o    reduce the  principal  amount of debt  securities  whose  holders must
          consent to an amendment, supplement or waiver;

     o    reduce the  principal of or change the fixed  maturity of any security
          or change any of the redemption provisions in a manner adverse to you;

     o    reduce the rate of or change the time for  payment of  interest on any
          debt security;

     o    waive a default in the payment of principal of or premium,  if any, or
          interest on any debt security  (except a rescission of acceleration of
          such  debt  securities  by the  holders  of at  least  a  majority  in
          aggregate principal amount of the then outstanding debt securities and
          a waiver of the payment default that resulted from such acceleration);

     o    make any debt security payable in money other than that stated in such
          debt security;

                                      -12-
<PAGE>
     o    make any change in the provisions of the indenture relating to waivers
          of past defaults or your right to receive  payments of principal of or
          premium, if any, or interest on the debt securities;

     o    except  under  certain  circumstances   described  in  the  applicable
          prospectus supplement,  waive a redemption payment with respect to any
          debt security;

     o    if the debt securities are guaranteed,  other than as described in the
          applicable  prospectus  supplement,  release  any  guarantor  from its
          obligations under its subsidiary  guarantee,  or change any subsidiary
          guarantee in any manner that would materially adversely affect you; or

     o    make any change in the foregoing amendment and waiver provisions.

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

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

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

Defeasance and Covenant Defeasance

    Full  Defeasance.  We can,  under  particular  circumstances,  effect a full
defeasance  of your  series of debt  securities.  By this we mean we can legally
release  ourselves from any payment or other  obligations on the debt securities
if we deliver certain  certificates and opinions to the trustee and put in place
the following arrangements to repay you:

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

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

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

     o    No default  shall be in effect on the date of deposit  or,  insofar as
          bankruptcy and insolvency  defaults are concerned,  at any time in the
          period  ending on the 91st day after the date of deposit  (or  greater
          period of

                                      -13-
<PAGE>

          time in which any such  deposit of trust  funds may remain  subject to
          bankruptcy law insofar as those apply to the deposit by us).

     o    The full  defeasance  must not result in a breach or violation  of, or
          constitute  a default  under,  any material  agreement  or  instrument
          (other than the  applicable  indenture)  to which we are a party or by
          which we are bound.

     o    We must  deliver  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
          and various other opinions of counsel and officers' certificates.

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

    Notwithstanding  the foregoing,  the following rights and obligations  shall
survive full defeasance:

     o    your rights to receive payments from the trust when payments are due;

     o    our obligations  relating to  registration  and transfer of securities
          and lost or mutilated certificates;

     o    our  obligations  to maintain a payment  office and to hold moneys for
          payment in trust;

     o    the rights,  powers, trusts, duties and immunities of the trustee, and
          our obligations in connection therewith; and

     o    the provisions of the indenture relating to defeasance.

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

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

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

     o    no default  shall be in effect on the date of deposit  or,  insofar as
          bankruptcy and insolvency  defaults 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
          us);

     o    the covenant  defeasance  must not result in a breach or violation of,
          or constitute a default  under,  any material  agreement or instrument
          (other than the  applicable  indenture)  to which we are a party or by
          which we are bound; and

                                      -14-
<PAGE>

     o    we must  deliver  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
          and various other opinions of counsel and officers' certificates.

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

Subordination

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

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

     o    the  restrictions,  if any,  on  payments  to the  holders of the debt
          securities  being  offered  while a default with respect to the senior
          indebtedness is continuing;

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

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

Conversion Rights

    The  terms and  conditions,  if any,  upon  which  the debt  securities  are
convertible  into shares of our common or  preferred  stock will be set forth in
the prospectus  supplement relating thereto. Such terms will include whether the
debt  securities are convertible  into shares of our common or preferred  stock,
the conversion price (or manner of calculation thereof),  the conversion period,
provisions as to whether  conversion  will be at the option of the holders,  the
events requiring an adjustment of the conversion price and provisions  affecting
conversion  in the  event of the  redemption  of such  debt  securities  and any
restrictions on conversion.

Global Securities

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

                        DESCRIPTION OF OUR CAPITAL STOCK

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

                                      -15-
<PAGE>

General

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

Preferred Stock

    We are authorized to issue up to 10,000,000 shares of preferred stock, $0.01
par value per share.

    This section  describes  the general  terms and  provisions of our preferred
stock that we may offer from time to time. The applicable  prospectus supplement
will  describe  the  specific  terms of the shares of  preferred  stock  offered
through that  prospectus  supplement.  We will file a copy of the statement with
respect to shares that contains the terms of each new series of preferred  stock
with the SEC each  time we issue a new  series  of  preferred  stock,  and these
statements  with respect to shares will be  incorporated  by reference  into the
registration  statement of which this  prospectus is a part. Each statement with
respect to shares will  establish the number of shares  included in a designated
series and fix the designation,  powers,  privileges,  preferences and rights of
the shares of each series as well as any applicable qualifications,  limitations
or restrictions.  A holder of our preferred stock should refer to the applicable
statement  with  respect  to  shares,  our  articles  of  incorporation  and the
applicable prospectus supplement for more specific information.

    Our board of directors has been authorized,  subject to limitations provided
in our articles of  incorporation,  to provide for the issuance of shares of our
preferred  stock in  multiple  series.  No  shares  of our  preferred  stock are
currently outstanding.

    With respect to each series of our preferred  stock,  our board of directors
has the authority to fix the following terms:

     o    the designation of the series;

     o    the number of shares within the series;

     o    whether  dividends are cumulative  and, if cumulative,  the dates from
          which dividends are cumulative;

     o    the rate of any  dividends,  any conditions  upon which  dividends are
          payable, and the dates of payment of dividends;

     o    whether the shares are redeemable,  the redemption price and the terms
          of redemption;

     o    the  amount  payable  to a  holder  for  each  share  owned  if we are
          dissolved or liquidated;

     o    whether the shares are convertible or exchangeable,  the price or rate
          of exchange, and the applicable terms and conditions;

     o    any restrictions on issuance of shares in the same series or any other
          series; and

     o    your voting rights for the shares you own.

    Holders of our preferred stock will not have preemptive  rights with respect
to shares of our preferred stock. In addition,  rights with respect to shares of
our preferred stock will be subordinate to the rights of our general  creditors.
If we receive the  appropriate  payment,  shares of our preferred  stock that we
issue will be fully paid and nonassessable.

    As described under  "Description  of Our Depositary  Shares," we may, at our
option, elect to offer depositary shares evidenced by depositary receipts. If we
elect to do this, each depositary  receipt will represent a fractional

                                      -16-
<PAGE>

interest in a share of the particular  series of the preferred  stock issued and
deposited with a depositary.  The applicable  prospectus supplement will specify
that fractional interest.

    We currently plan to retain  EquiServe Trust Company,  N.A. as the registrar
and transfer agent of any series of our preferred stock.

Common Stock

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

    Dividend Rights and Limitations. Holders of common stock will be entitled to
receive ratably any dividends or  distributions  that our board of directors may
declare from time to time out of funds legally available for this purpose.

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

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

    Miscellaneous.  All  outstanding  shares of common stock are validly issued,
fully  paid and  nonassessable.  Our board of  directors  has the power to issue
shares of  authorized  but unissued  common stock  without  further  shareholder
action.  The issuance of these unissued shares could have the effect of diluting
the earnings per share and book value per share of currently  outstanding shares
of common stock.  The holders of common stock have no preemptive,  subscription,
redemption or conversion rights.

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

     o    amount and number of shares offered;

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

     o    information with respect to dividends.

    Transfer  Agent and  Registrar.  The transfer  agent and  registrar  for our
common  stock is EquiServe  Trust  Company,  N.A.,  150 Royall  Street,  Canton,
Massachusetts 02021. Its telephone number is (781) 575-2000.

                      DESCRIPTION OF OUR DEPOSITARY SHARES

General

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

                                      -17-
<PAGE>

and qualified by reference to the  description of the  particular  terms of your
series of depositary shares described in the applicable prospectus supplement.

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

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

Distributions

    A depositary will be required to distribute all cash distributions  received
in respect of the applicable preferred stock to the record holders of depositary
shares in proportion  to the number of depositary  shares held by the holders on
the relevant record date,  which will be the same as the record date fixed by us
for the applicable series of preferred stock.  Fractions will be rounded down to
the nearest whole cent.

    If the  distribution is other than in cash, a depositary will be required to
distribute  property  received by it to the record holders of depositary  shares
entitled  thereto,  in proportion,  as nearly as  practicable,  to the number of
depositary shares owned by those holders on the relevant record date, unless the
depositary determines that it is not feasible to make the distribution.  In that
case,  the depositary  may, with our approval,  sell the property and distribute
the net proceeds from the sale to the holders.

    Depositary shares that represent preferred stock converted or exchanged will
not be  entitled  to  distributions.  The deposit  agreement  will also  contain
provisions relating to the manner in which any subscription or similar rights we
offer to holders of the  preferred  stock will be made  available  to holders of
depositary  shares.  All distributions will be subject to obligations of holders
to file proofs,  certificates  and other  information and to pay certain charges
and expenses to the depositary.

Withdrawal of Preferred Stock

    Holders of  depositary  shares may receive the number of whole shares of the
applicable series of preferred stock and any money or other property represented
by those depositary  shares after  surrendering  the depositary  receipts at the
corporate trust office of the depositary and paying the charges  provided in the
depositary  agreement.  Partial shares of preferred stock will not be issued. If
the depositary receipts that a holder surrenders evidence a number of depositary
shares in excess of the number of depositary  shares  representing the number of
whole  shares  of  preferred  stock the  holder  wishes  to  withdraw,  then the
depositary will deliver to the holder at the same time a new depositary  receipt
evidencing the excess number of depositary  shares.  Once a holder has withdrawn
the  holder's  preferred  stock,  the holder will not be entitled to  re-deposit
those shares of preferred stock under the deposit  agreement in order to receive
depositary shares. We do not expect that there will be any public trading market
for withdrawn shares of preferred stock.

Redemption of Depositary Shares

    If we redeem a series  of the  preferred  stock  underlying  the  depositary
shares,  the depositary will redeem those  depositary  shares  representing  the
preferred stock so redeemed from the proceeds  received by it in connection with
the  redemption.  The depositary will mail notice of redemption not less than 30
and not more than 60 days  before  the date fixed for  redemption  to the record
holders of the depositary  shares we are redeeming at their addresses

                                      -18-
<PAGE>

appearing in the  depositary's  books. The redemption price per depositary share
will be equal to the  applicable  fraction  of the  redemption  price  per share
payable with respect to the series of the preferred  stock.  The redemption date
for depositary shares will be the same as that of the preferred stock. If we are
redeeming less than all of the depositary shares, the depositary will select the
depositary  shares we are  redeeming  by lot or pro rata as the  depositary  may
determine.

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

Voting of the Preferred Stock

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

Liquidation Preference

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

Conversion or Exchange of Preferred Stock

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

Taxation

    A holder of depositary  shares will be treated for U.S.  federal  income tax
purposes as if it were a holder of the series of preferred stock  represented by
the  depositary  shares.  Therefore,  the holder of  depositary  shares  will be
required to take into account for U.S.  federal  income tax purposes  income and
deductions  to which it would be entitled if it were a holder of the  underlying
series of preferred stock. In addition:

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

                                      -19-
<PAGE>

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

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

Amendment and Termination of a Deposit Agreement

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

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

     o    all outstanding depositary shares have been redeemed;

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

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

Charges of a Depositary

    We will pay all transfer and other taxes and  governmental  charges  arising
solely from the existence of a deposit agreement.  In addition,  we will pay the
fees and expenses of a depositary in connection  with the initial deposit of the
preferred stock and any redemption of the preferred stock.  However,  holders of
depositary shares will pay any transfer taxes or other governmental  charges and
the fees and expenses of a  depositary,  including a fee for the  withdrawal  of
shares  of  preferred  stock  upon  surrender  of  depositary  receipts,  as are
expressly provided in the deposit agreement to be for their accounts.

Resignation and Removal of Depositary

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

                                      -20-
<PAGE>

Miscellaneous

    A depositary will be required to forward to holders of depositary shares any
reports and communications  that it receives from us with respect to the related
preferred  stock.  Holders of  depository  shares  will be able to  inspect  the
transfer books of the  depository  and the list of holders of depositary  shares
upon reasonable notice.

    Neither  we nor a  depositary  will be liable if either of us are  prevented
from, or delayed in performing,  by law or any circumstances beyond our control,
our  obligations  under a deposit  agreement.  Our  obligations and those of the
depositary under a deposit agreement will be limited to performing our duties in
good faith and without gross  negligence or willful  misconduct.  Neither we nor
any depositary will be obligated to prosecute or defend any legal  proceeding in
respect of any depositary receipts, depositary shares or related preferred stock
unless  satisfactory  indemnity is  furnished.  We and each  depositary  will be
permitted to rely on written  advice of counsel or  accountants,  on information
provided  by  persons  presenting  preferred  stock for  deposit,  by holders of
depositary shares, or by other persons believed in good faith to be competent to
give the information,  and on documents believed in good faith to be genuine and
signed by a proper party.

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

                           DESCRIPTION OF OUR WARRANTS

    This section  describes the general terms and  provisions of our warrants to
acquire  our  securities  that we may issue  from time to time.  The  applicable
prospectus  supplement will describe the specific terms of the warrants  offered
through that prospectus supplement.

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

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

     o    the offering price;

     o    the number of warrants offered;

     o    the securities underlying the warrants;

     o    the exercise  price,  the amount of  securities  you will receive upon
          exercise,   the  procedure  for  exercise  of  the  warrants  and  the
          circumstances,   if  any,   that  will  cause  the   warrants   to  be
          automatically exercised;

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

     o    the date on which the warrants will expire;

     o    U.S. federal income tax consequences;

     o    the name of the warrant agent; and

                                      -21-
<PAGE>

     o    any other terms of the warrants.

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

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

                   DESCRIPTION OF THE STOCK PURCHASE CONTRACTS
                          AND THE STOCK PURCHASE UNITS

    We may issue  contracts  obligating  holders to purchase  from us, and us to
sell to the  holders,  a specified  number of shares of common stock at a future
date or dates, which we refer to herein as "stock purchase contracts." The price
per share of common  stock and the number of shares of common stock may be fixed
at the time the stock  purchase  contracts  are issued or may be  determined  by
reference to a specific formula set forth in the stock purchase  contracts.  The
stock purchase contracts may be issued separately or as part of units consisting
of a stock purchase contract and debt securities,  trust preferred securities or
debt obligations of third parties,  including U.S.  treasury  securities,  which
secure the  holders'  obligations  to purchase  the common stock under the stock
purchase  contracts.  We refer to these units herein as "stock purchase  units."
The stock  purchase  contracts may require  holders to secure their  obligations
thereunder in a specified manner.  The stock purchase contracts also may require
us to make periodic  payments to the holders of the stock purchase units or vice
versa, and such payments may be unsecured or refunded on some basis.

    The applicable  prospectus  supplement  will describe the terms of the stock
purchase  contracts or stock purchase  units.  The description in the applicable
prospectus  supplement will not  necessarily be complete,  and reference will be
made  to the  stock  purchase  contracts,  and,  if  applicable,  collateral  or
depositary  arrangements,  relating  to the stock  purchase  contracts  or stock
purchase units.  Material U.S. federal income tax  considerations  applicable to
the stock purchase units and the stock purchase contracts will also be discussed
in the applicable prospectus supplement.

                  DESCRIPTION OF THE TRUST PREFERRED SECURITIES

    If and  when  IM  Capital  Trust  issues  trust  preferred  securities,  its
declaration of trust will be replaced by an amended and restated  declaration of
trust which will  authorize its trustees to issue one series of trust  preferred
securities  and one series of trust common  securities.  The form of amended and
restated  declaration  of  trust  is filed  with  the SEC as an  exhibit  to the
registration statement of which this prospectus is a part.

    The terms of the trust preferred  securities will include those stated in IM
Capital  Trust's  declaration  of trust,  as it may be amended and restated from
time to time, and those made a part of that  declaration by the Trust  Indenture
Act of 1939.  This section  describes  the general  terms and  provisions  of IM
Capital  Trust's  amended  and  restated  declaration  of  trust  and the  trust
securities  IM  Capital  Trust  may  offer  from  time to time.  The  applicable
prospectus  supplement  will  describe  the  specific  terms of the  amended and
restated declaration of trust and the trust preferred securities offered through
that prospectus supplement.  Any final amended and restated declaration of trust
will  be  filed  with  the  SEC  if IM  Capital  Trust  issues  trust  preferred
securities.  A holder of trust preferred  securities  should read the applicable
prospectus supplement and the amended and restated declaration of trust for more
specific information.

                                      -22-
<PAGE>

    The prospectus  supplement relating to the trust preferred  securities being
offered will include  specific terms relating to the offering.  These terms will
include some or all of the following:

     o    the designation of the trust preferred securities;

     o    the number of trust preferred securities to be issued;

     o    the  annual   distribution   rate  and  any   conditions   upon  which
          distributions are payable,  the distribution payment dates, the record
          dates for distribution  payments and the additional  amounts,  if any,
          that may be payable with respect to the trust preferred securities;

     o    whether  distributions  will be cumulative and compounding and, if so,
          the dates from which distributions will be cumulative or compounded;

     o    the amounts  that will be paid out of the assets of IM Capital  Trust,
          after the  satisfaction  of  liabilities  to  creditors  of IM Capital
          Trust, to the holders of trust preferred  securities upon dissolution,
          winding up or termination of IM Capital Trust;

     o    any repurchase, redemption or exchange provisions;

     o    any preference or  subordination  rights upon a default or liquidation
          of IM Capital Trust;

     o    any voting  rights of the trust  preferred  securities  in addition to
          those  required  by law,  including  the  number  of votes  per  trust
          preferred security and any requirement for the approval by the holders
          of trust preferred securities, as a condition to a specified action or
          amendments to the declaration of trust;

     o    terms for any conversion or exchange of the related series of our debt
          securities or the trust preferred securities into other securities;

     o    any rights to defer distributions on the trust preferred securities by
          extending  the interest  payment  period on the related  series of our
          debt securities;

     o    any terms and  conditions  upon which the  related  series of our debt
          securities  may  be   distributed   to  holders  of  trust   preferred
          securities; and

     o    any other relevant terms, rights, preferences, privileges, limitations
          or restrictions of the trust preferred securities.

    The  regular  trustee,  on behalf of IM Capital  Trust and  pursuant  to the
declaration of trust, will issue one class of trust preferred securities and one
class  of  trust  common  securities.  The  trust  preferred  and  trust  common
securities will represent undivided beneficial ownership interests in the assets
of  IM  Capital  Trust.  Except  as  described  in  the  applicable   prospectus
supplement,  the trust preferred securities will rank equally, and payments will
be made thereon  proportionately,  with the trust common  securities.  The trust
preferred  securities  will be  issued  to the  public  under  the  registration
statement of which this  prospectus is a part. The trust common  securities will
be issued directly or indirectly to us.

    The only source of cash to make payments on the trust  preferred  securities
issuable  by IM Capital  Trust will be payments  on debt  securities  IM Capital
Trust  purchases  from us. The  property  trustee of IM Capital  Trust will hold
legal title to the debt  securities IM Capital Trust  purchases in trust for the
benefit of the holders of its trust preferred securities. If IM Capital Trust is
dissolved,  after  satisfaction  of IM Capital Trust's  creditors,  the property
trustee may  distribute  the debt  securities  held in trust on a  proportionate
basis to the holders of trust preferred and trust common securities.

                                      -23-
<PAGE>
    We will execute a guarantee  agreement for the benefit of the holders of the
trust preferred securities.  The terms of our guarantee will be set forth in the
applicable   prospectus   supplement  and  are  summarized   under  the  caption
"Description of the Trust Preferred Securities  Guarantee" included elsewhere in
this prospectus.  The guarantee will not guarantee the payment of distributions,
as defined  below,  or any amounts  payable on redemption or  liquidation of the
trust  preferred  securities when IM Capital Trust does not have funds available
to make these payments.

    In the  applicable  prospectus  supplement  we will  also  describe  certain
material  U.S.  federal  income  tax  consequences  and  special  considerations
applicable to the trust preferred securities.

             DESCRIPTION OF THE TRUST PREFERRED SECURITIES GUARANTEE

    If and when IM Capital  Trust issues  trust  preferred  securities,  we will
fully and unconditionally  guarantee payments on the trust preferred  securities
as described in this  section,  any  applicable  prospectus  supplement  and the
guarantee  executed by us in connection with the issuance of the trust preferred
securities.  The Bank of New York, as guarantee trustee, will hold the guarantee
for the benefit of the holders of trust preferred securities.

    This  section  describes  the  general  terms  and  provisions  of our trust
preferred  securities  guarantee.  The  applicable  prospectus  supplement  will
describe the specific terms of the trust  preferred  securities  guarantee.  The
form of trust guarantee is filed with the SEC as an exhibit to the  registration
statement of which this  prospectus is a part. We will file with the SEC a final
guarantee if IM Capital  Trust issues trust  preferred  securities.  A holder of
trust preferred securities should refer to the applicable  prospectus supplement
and to the  full  text  of our  guarantee  and  those  terms  made a part of the
guarantee by the Trust Indenture Act of 1939 for more specific information.

    We will irrevocably and  unconditionally  agree to pay in full to holders of
trust  preferred  securities the following  amounts to the extent not paid by IM
Capital Trust:

     o    any accumulated and unpaid  distributions  and any additional  amounts
          with  respect to the trust  preferred  securities  and any  redemption
          price for trust  preferred  securities  called  for  redemption  by IM
          Capital  Trust,  if and to the extent that we have made  corresponding
          payments on the debt securities to the property  trustee of IM Capital
          Trust; and

     o    payments upon the  dissolution of IM Capital Trust equal to the lesser
          of:

          (1)  the   liquidation   amount  plus  all   accumulated   and  unpaid
               distributions  and  additional  amounts  on the  trust  preferred
               securities  to the  extent IM  Capital  Trust  has funds  legally
               available for those payments; and

          (2)  the  amount of  assets  of IM  Capital  Trust  remaining  legally
               available  for  distribution  to the  holders of trust  preferred
               securities in liquidation of IM Capital Trust.

    We will not be required to make these liquidation payments if:

     o    IM Capital  Trust  distributes  the debt  securities to the holders of
          trust  preferred  securities  in exchange  for their  trust  preferred
          securities; or

     o    IM Capital Trust redeems the trust  preferred  securities in full upon
          the maturity or redemption of the debt securities.

    We may satisfy our  obligation to make a guarantee  payment either by making
payment  directly  to  the  holders  of  trust  preferred  securities  or to the
guarantee  trustee for  remittance to the holders or by causing IM Capital Trust
to make the payment to them.

    The  guarantee  is a guarantee  from the time of issuance of the  applicable
series of trust  preferred  securities.  THE  GUARANTEE  ONLY  COVERS,  HOWEVER,
DISTRIBUTIONS  AND OTHER  PAYMENTS ON TRUST  PREFERRED  SECURITIES IF AND TO THE
EXTENT THAT WE HAVE MADE  CORRESPONDING

                                      -24-
<PAGE>

PAYMENTS ON THE DEBT SECURITIES TO THE APPLICABLE PROPERTY TRUSTEE. IF WE DO NOT
MAKE THOSE CORRESPONDING PAYMENTS ON THE DEBT SECURITIES,  IM CAPITAL TRUST WILL
NOT HAVE FUNDS  AVAILABLE  FOR PAYMENTS AND WE WILL HAVE NO OBLIGATION TO MAKE A
GUARANTEE PAYMENT.

    The obligations  under the debt  securities,  the associated  indenture,  IM
Capital Trust's declaration of trust and our related guarantee,  taken together,
will provide a full and unconditional guarantee of payments of distributions and
other amounts due on the trust preferred securities.

Iron Mountain Covenants

    In the  guarantee,  we will  agree  that,  as long  as any  trust  preferred
securities  issued by IM  Capital  Trust are  outstanding,  we will not make the
payments and distributions described below if:

     o    we  are  in  default  on  our  guarantee  payments  or  other  payment
          obligations under the related guarantee;

     o    any trust  enforcement  event under IM Capital Trust's  declaration of
          trust has occurred and is continuing; or

     o    we elect to defer payments of interest on the related debt  securities
          by extending the interest payment period,  and that deferral period is
          continuing.

    In these circumstances, we will agree that we will not:

     o    declare or pay any dividends or distributions on, or redeem, purchase,
          acquire,  or make a  liquidation  payment  with respect to, any of our
          capital stock; or

     o    make any payment of  principal,  interest  or  premium,  if any, on or
          repay,  repurchase  or redeem any debt  securities  that rank  equally
          with,  or junior in interest  to, the debt  securities  we issue to IM
          Capital  Trust or make any  guarantee  payments  with  respect  to any
          guarantee  by us of  the  debt  of any of  our  subsidiaries  if  that
          guarantee  ranks  equally  with or  junior  in  interest  to the  debt
          securities we issue to IM Capital Trust.

    However, even during these circumstances, we may:

     o    purchase  or  acquire  our  capital  stock  in  connection   with  the
          satisfaction  of our obligations  under any employee  benefit plans or
          pursuant to any contract or security  outstanding  on the first day of
          any extension period requiring us to purchase our capital stock (other
          than a contract or security ranking expressly by its terms on a parity
          with or junior to the debt securities);

     o    reclassify  our  capital  stock or  exchange  or convert  one class or
          series of our capital stock for another class or series of our capital
          stock;

     o    purchase fractional  interests in shares of our capital stock pursuant
          to the  conversion or exchange  provisions of our capital stock or the
          security being converted or exchanged;

     o    declare  dividends  or  distributions  in our capital  stock where the
          dividend  stock is the same  stock as that on which  the  dividend  is
          being paid;

     o    redeem, repurchase or issue any rights pursuant to a rights agreement;
          and

     o    make  payments  under the  guarantee  related  to the trust  preferred
          securities.

    In  addition,  as long as trust  preferred  securities  issued by IM Capital
Trust are outstanding, we will agree that we will:

                                      -25-
<PAGE>

     o    remain the sole direct or indirect owner of all the outstanding  trust
          common  securities  of IM Capital  Trust,  except as  permitted by its
          declaration of trust;

     o    permit  the  trust  common  securities  of  IM  Capital  Trust  to  be
          transferred only as permitted by its declaration of trust; and

     o    use  reasonable  efforts to cause IM Capital  Trust to  continue to be
          treated  as a grantor  trust for U.S.  federal  income  tax  purposes,
          except in connection  with a  distribution  of debt  securities to the
          holders of trust  preferred  securities as provided in its declaration
          of trust, in which case IM Capital Trust would be dissolved.

Amendments and Assignment

    We and the guarantee  trustee may amend the guarantee without the consent of
any holder of trust  preferred  securities if the  amendment  does not adversely
affect the rights of the holders in any material respect. In all other cases, we
and the guarantee  trustee may amend the guarantee  only with the prior approval
of the holders of at least a majority of outstanding trust preferred  securities
issued by IM Capital Trust.

    We may assign our obligations  under the guarantee only in connection with a
consolidation,  merger or asset sale  involving us that is  permitted  under the
indenture governing the debt securities.

Termination of the Guarantee

    Our guarantee will terminate upon:

     o    full payment of the redemption price of all trust preferred securities
          of IM Capital Trust;

     o    distribution  of the related debt  securities,  or any securities into
          which those debt  securities  are  convertible,  to the holders of the
          trust  preferred  and trust common  securities  of IM Capital Trust in
          exchange for all the securities issued by IM Capital Trust; or

     o    full  payment of the amounts  payable upon  liquidation  of IM Capital
          Trust.

    The  guarantee  will,  however,   continue  to  be  effective,  or  will  be
reinstated,  if any holder of trust preferred  securities must repay any amounts
paid on those trust preferred securities or under the guarantee.

Status of the Guarantee

    We will specify in the applicable  prospectus  supplement the ranking of the
guarantee  with respect to our capital  stock and other  liabilities,  including
other guarantees.

    The guarantee  will be deposited  with the guarantee  trustee to be held for
the  benefit of the holders of the trust  preferred  securities.  The  guarantee
trustee will have the right to enforce the guarantee on the holders' behalf.  In
most cases, the holders of a majority of outstanding trust preferred  securities
issued by IM Capital  Trust  will have the right to direct the time,  method and
place of:

     o    conducting any  proceeding for any remedy  available to the applicable
          guarantee trustee; or

     o    exercising  any trust or other  power  conferred  upon that  guarantee
          trustee under the guarantee.

    The  guarantee  will  constitute  a  guarantee  of payment and not merely of
collection.  This  means  that  the  guarantee  trustee  may  institute  a legal
proceeding  directly  against  us  to  enforce  the  payment  rights  under  the
guarantee, without first instituting a legal proceeding against IM Capital Trust
or any other person or entity.

                                      -26-
<PAGE>

    If the guarantee trustee fails to enforce the guarantee or we fail to make a
guarantee  payment,  a holder of the trust preferred  securities may institute a
legal  proceeding  directly against us to enforce the holder's rights under that
guarantee without first instituting a legal proceeding against IM Capital Trust,
the guarantee trustee or any other person or entity.

Periodic Reports Under Guarantee

    We will be required to provide annually to the guarantee trustee a statement
as to our  performance of our obligations and our compliance with all conditions
under the guarantee.

Duties of Guarantee Trustee

    The guarantee  trustee normally will perform only those duties  specifically
set  forth  in the  guarantee.  The  guarantee  will  not  contain  any  implied
covenants.  If a default occurs on the guarantee,  the guarantee trustee will be
required to use the same degree of care and skill in the  exercise of its powers
under  the  guarantee  as a  prudent  person  would  exercise  or use  under the
circumstances  in the conduct of his own  affairs.  The  guarantee  trustee will
exercise  any of its  rights or powers  under the  guarantee  at the  request or
direction of holders of the trust  preferred  securities  only if the  guarantee
trustee is offered security and indemnity satisfactory to it.

     RELATIONSHIP AMONG THE DEBT SECURITIES, THE TRUST PREFERRED SECURITIES
                  AND THE TRUST PREFERRED SECURITIES GUARANTEE

    To the  extent  set  forth in the  guarantee  and to the  extent  funds  are
available,  we will irrevocably guarantee the payment of distributions and other
amounts due on the trust  preferred  securities.  If and to the extent we do not
make payments on the debt securities to the property  trustee,  IM Capital Trust
will not have sufficient funds to pay  distributions or other amounts due on the
trust  preferred  securities.  The  guarantee  does not  cover  any  payment  of
distributions or other amounts due on the trust preferred  securities  unless IM
Capital  Trust has  sufficient  funds for the payment of such  distributions  or
other  amounts.  In such  event,  a holder  of trust  preferred  securities  may
institute  a legal  proceeding  directly  against us to enforce  payment of such
distributions  or other amounts to such holder after the  respective  due dates.
Taken  together,  our  obligations  under the debt  securities,  the  associated
indenture,  IM Capital  Trust's  declaration of trust and our related  guarantee
will provide a full and unconditional guarantee of payments of distributions and
other amounts due on the trust preferred securities. No single document standing
alone or operating  in  conjunction  with fewer than all of the other  documents
constitutes such guarantee. It is only the combined operation of these documents
that provides a full and  unconditional  guarantee of IM Capital Trust's payment
obligations under the trust preferred securities.

Sufficiency of Payments

    As long as payments of interest  and other  amounts are made when due on the
debt  securities,  such payments will be sufficient to cover  distributions  and
payments due on the trust preferred securities because of the following factors:

     o    the aggregate principal amount of the debt securities will be equal to
          the  sum of the  aggregate  stated  liquidation  amount  of the  trust
          preferred securities;

     o    the interest rate and the interest and other payment dates on the debt
          securities will match the distribution rate and distribution and other
          payment dates for the trust preferred securities;

     o    we, as issuer of the debt  securities,  will pay, and IM Capital Trust
          will not be  obligated  to pay,  directly  or  indirectly,  any costs,
          expenses,  debts and obligations of IM Capital Trust,  other than with
          respect to the trust preferred securities; and

     o    the  declaration  of trust will further  provide that IM Capital Trust
          will  not  engage  in any  activity  that is not  consistent  with the
          limited purposes of IM Capital Trust.

                                      -27-
<PAGE>

    Notwithstanding anything to the contrary in the indenture, we have the right
to set off any payment we are otherwise  required to make thereunder against and
to the extent we have  already  made,  or are  concurrently  on the date of such
payment making, a related payment under the guarantee.

Enforcement Rights of Holders of Preferred Securities

    The  declaration of trust provides that if we fail to make interest or other
payments  on the debt  securities  when due,  taking  account  of any  extension
period,  the holders of the trust  preferred  securities may direct the property
trustee to enforce its rights under the  applicable  indenture.  If the property
trustee  fails to enforce its rights under the  indenture in respect of an event
of  default  under the  indenture,  any  holder  of  record  of trust  preferred
securities may, to the fullest extent  permitted by applicable law,  institute a
legal proceeding  against us to enforce the property  trustee's rights under the
indenture  without first  instituting  any legal  proceeding  against IM Capital
Trust, the property trustee or any other person or entity.  Notwithstanding  the
foregoing,  if a trust enforcement event has occurred and is continuing and such
event is  attributable  to our failure to pay interest,  premium or principal on
the debt securities on the date such interest, premium or principal is otherwise
payable,  then a holder of trust  preferred  securities  may  institute a direct
action  against us for  payment of such  holder's  pro rata  share.  If a holder
brings such a direct action,  we will be entitled to that holder's  rights under
IM Capital Trust's  declaration of trust to the extent of any payment made by us
to that holder.

    If we fail to make payments under the guarantee, a holder of trust preferred
securities may institute a proceeding directly against us for enforcement of the
guarantee for such payments.

Limited Purpose of Trust

    The trust  preferred  securities  evidence  undivided  beneficial  ownership
interests in the assets of IM Capital Trust, and IM Capital Trust exists for the
sole  purpose  of issuing  and  selling  the trust  preferred  and trust  common
securities and using the proceeds to purchase our debt  securities.  A principal
difference  between the rights of a holder of trust  preferred  securities and a
holder  of our debt  securities  is that a  holder  of our  debt  securities  is
entitled to receive from us the  principal  amount of, and interest  accrued on,
the debt  securities  held,  while a holder  of trust  preferred  securities  is
entitled to receive  distributions  and other payments from IM Capital Trust, or
from us under the  guarantee,  only if, and to the extent,  IM Capital Trust has
funds available for the payment of such distributions and other payments.

Rights Upon Dissolution

    Upon any voluntary or involuntary  dissolution of IM Capital Trust involving
the  redemption  or repayment of the debt  securities,  the holders of the trust
preferred  securities  will be  entitled  to  receive,  out of assets held by IM
Capital Trust,  subject to the rights of creditors of IM Capital Trust,  if any,
the  liquidation  distribution  in cash.  Because we are the guarantor under the
guarantee and, as issuer of the debt  securities,  we have agreed to pay for all
costs,  expenses  and  liabilities  of IM  Capital  Trust  other than IM Capital
Trust's  obligations  to the  holders  of the trust  preferred  securities,  the
positions  of a  holder  of trust  preferred  securities  and a  holder  of debt
securities  relative to other creditors and to our  stockholders in the event of
liquidation or bankruptcy of us would be substantially the same.

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

    We are organized as a Pennsylvania  corporation.  The following is a summary
of  our  articles  of  incorporation  and  by-laws  and  certain  provisions  of
Pennsylvania  law.  Because  it is a  summary,  it  does  not  contain  all  the
information  that may be  important  to you. If you want more  information,  you
should read our entire articles of incorporation and by-laws, copies of which we
have previously  filed with the SEC, see "Where You Can Find More  Information,"
or refer to the provisions of Pennsylvania law.

    Pennsylvania  law, our articles of incorporation and our bylaws contain some
provisions  that could delay or make more  difficult  the  acquisition  of us by
means of a tender  offer,  a proxy contest or otherwise.  These  provisions,

                                      -28-
<PAGE>
as  described  below,  are  expected  to  discourage  certain  types of coercive
takeover practices and inadequate takeover bids and to encourage persons seeking
to  acquire  control  of us first to  negotiate  with us.  We  believe  that the
benefits of increased  protection of our ability to negotiate with the proponent
of an unfriendly or  unsolicited  proposal to acquire or restructure us outweigh
the  disadvantages of discouraging such proposals  because,  among other things,
negotiations  with respect to such  proposals  could result in an improvement of
their terms.

Pennsylvania Anti-Takeover Statutory Provisions

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

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

Classified   Board  of  Directors  and  Other  Provisions  of  Our  Articles  of
Incorporation and Bylaws

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

    Our bylaws  provide  that a vacancy on the board of  directors,  including a
vacancy  created by an  increase  in the size of the board of  directors  by the
directors,  may be filled by a majority of the remaining directors, or by a sole
remaining director, or by the shareholders,  and each person so elected shall be
a  director  to serve for the  balance  of the  unexpired  term of that class of
directors. Likewise, under the PBCL, without an unanimous vote, shareholders may
only remove  directors for cause.  These  provisions  are to ensure that a third
party would be precluded from removing  incumbent  directors and  simultaneously
gaining  control of the board of directors by filling the vacancies with its own
nominees.

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

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

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

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

                                      -29-
<PAGE>

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

Limitation of Directors' Liability and Indemnification of Directors and Officers

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

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

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

                              PLAN OF DISTRIBUTION

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

    The distribution of offered  securities may be effected from time to time in
one or more transactions at:

     o    a fixed price or varying prices;

     o    market prices prevailing at the time of sale;

     o    prices related to the market prices; or

     o    negotiated prices.

    Underwriters,  dealers and agents  participating  in the distribution of the
securities may be deemed to be  underwriters,  and any discounts and commissions
received by them and any profit realized by them on resale of the securities may
be deemed to be underwriting  discounts and commissions under the Securities Act
of 1933. Underwriters, dealers and agents may be entitled, under agreements with
us and/or IM Capital Trust, to indemnification  against and contribution  toward
certain civil  liabilities,  including  liabilities  under the Securities Act of
1933, and to reimbursement by us and/or IM Capital Trust for certain expenses.

    If an  underwriter  or  underwriters  are  used  in the  offer  or  sale  of
securities,  we and/or IM Capital Trust will execute an  underwriting  agreement
with the underwriters at the time of sale of the securities to the underwriters,
and the  names of the  underwriters  and the  principal  terms of our  and/or IM
Capital  Trust's  agreements  with  the  underwriters  will be  provided  in the
applicable prospectus supplement.

                                      -30-
<PAGE>

    If we so indicate in the prospectus supplement,  we and IM Capital Trust may
authorize  agents,  underwriters or dealers to solicit offers from certain types
of institutions to purchase securities from us or IM Capital Trust at the public
offering price under delayed delivery  contracts.  These contracts would provide
for payment and delivery on a specified date in the future.  The contracts would
be subject only to those conditions described in the prospectus supplement.  The
prospectus  supplement will describe the commission  payable for solicitation of
those contracts.

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

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

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

                       VALIDITY OF THE OFFERED SECURITIES

    Sullivan & Worcester LLP, Boston, Massachusetts, will pass upon the validity
of the debt  securities,  preferred  stock,  depositary  shares,  common  stock,
warrants,  guarantees,  stock purchase contracts and stock purchase units. As to
certain matters of Pennsylvania  law, Sullivan & Worcester LLP will rely upon an
opinion of Ballard Spahr Andrews & Ingersoll,  LLP, Philadelphia,  Pennsylvania.
Jas. Murray Howe is of counsel to Sullivan & Worcester LLP and beneficially owns
45,000 shares of common stock.

    The validity of the trust  preferred  securities  to be issued by IM Capital
Trust, and the enforceability of its declaration of trust and the creation of IM
Capital  Trust,  will be passed  upon by  Richards,  Layton  and  Finger,  P.A.,
Wilmington, Delaware.

                                     EXPERTS

    The consolidated  financial statements of Iron Mountain Incorporated and its
subsidiaries  for the three years ended December 31, 2000, and its  supplemental
schedule,  Valuation and Qualifying  Accounts,  included in its Annual Report on
Form 10-K for the year  ended  December  31,  2000,  dated  March  23,  2001 and
incorporated by reference into this registration statement, have been audited by
Arthur  Andersen  LLP,  independent  public  accountants,  as set forth in their
reports. In their report on Iron Mountain's  consolidated  financial statements,
that firm states  that,  with  respect to certain  subsidiaries,  its opinion is
based on the report of RSM Robson Rhodes,  independent public  accountants.  The
consolidated financial statements and supporting schedule referred to above have
been  incorporated  by reference  herein in reliance upon the authority of those
two firms as experts in giving said reports.

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

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

                                      -31-
<PAGE>

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

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

                       WHERE YOU CAN FIND MORE INFORMATION

    We file annual,  quarterly and current  reports,  proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information  on file at the SEC's  public  reference  room at 450 Fifth  Street,
N.W.,  Washington,  D.C.  20549.  You can request copies of those documents upon
payment of a duplicating fee to the SEC.  Please call the SEC at  1-800-SEC-0330
for further  information on the operation of the public reference rooms. You can
review our SEC filings and the  registration  statement by  accessing  the SEC's
Internet site at http://www.sec.gov.  Our common stock is listed on the New York
Stock Exchange where reports,  proxy statements and other information concerning
us can also be  inspected.  The  offices  of the NYSE  are  located  at 20 Broad
Street, New York, New York 10005.

                       DOCUMENTS INCORPORATED BY REFERENCE

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

    We incorporate by reference the following documents filed by us:

     o    Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          2000.

     o    Quarterly  Reports on Form 10-Q for the quarters  ended March 31, June
          30 and September 30, 2001.

     o    Current  Reports  on Form 8-K filed  March 23,  2001,  April 3,  2001,
          September 7, 2001, September 17, 2001 and December 13, 2001.

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

    In addition to the documents  listed above,  we incorporate by reference any
future filings made by us, including  filings made prior to the effectiveness of
this  registration  statement,  with the SEC under Section 13(a),  13(c),  14 or
15(d)  of the  Securities  Exchange  Act  of  1934  until  our  offering  of the
securities made by this prospectus is completed or terminated.

     We will provide you with a copy of the information we have  incorporated by
reference,  excluding exhibits other than those to which we specifically  refer.
You may obtain this  information at no cost by writing or telephoning us at: 745
Atlantic  Avenue,  Boston,  Massachusetts  02111,  (617)  535-4799,   Attention:
Investor Relations.


                                      -32-
<PAGE>

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

PRELIMINARY PROSPECTUS

                              Subject To Completion
                 Preliminary Prospectus Dated February 11, 2002

                           Iron Mountain Incorporated

                           Direct Stock Purchase Plan



     This  prospectus  relates to our Direct Stock  Purchase  Plan.  The plan is
designed to provide  investors  with a convenient and economical way to purchase
shares of our common stock. Under the plan, participants may:

     o    Purchase  their first  shares of our common stock by making an initial
          cash investment of at least $1,000 and up to $10,000.

     o    Purchase additional shares of our common stock by making optional cash
          investments  at any time of at  least  $500  per  payment  and up to a
          maximum of $10,000 per month.

     o    Make optional  cash  investments  in excess of $10,000 per month,  but
          only after submission of a written request for waiver has been made to
          us and after we have given our written approval, which we may grant or
          refuse to grant in our sole discretion.

     o    On  investments  in excess of $10,000 that we approve,  purchase newly
          issued shares of our common stock at a discount of up to 5%, as we may
          determine from time to time in our sole discretion.

     o    Elect to automatically reinvest cash dividends, if any, that we pay in
          the future on all or a portion of their shares of common stock.

     Our common stock is listed on the New York Stock  Exchange under the symbol
"IRM."

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

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

               The date of this prospectus is _________ ___, 2002
<PAGE>
                                TABLE OF CONTENTS
                                                                      Page
Cautionary Note Regarding Forward-Looking Information.............     (i)
Our Company.......................................................      1
Risk Factors......................................................      1
Description of Our Direct Stock Purchase Plan.....................      1
Use of Proceeds...................................................     16
Plan of Distribution..............................................     16
Sales of Shares by Participants...................................     16
Validity of the Offered Securities................................     17
Experts...........................................................     17
Where You Can Find More Information...............................     17
Documents Incorporated By Reference...............................     17
Schedule A - Important Dates for Optional Cash Investments........     19

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

     References  in this  prospectus  to the terms  "we," "our" or "us" or other
similar terms mean Iron Mountain Incorporated and its consolidated subsidiaries,
unless we state otherwise or the context indicates otherwise.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

     Although  we  believe  that our  forward-looking  statements  are  based on
reasonable  assumptions,  our  expected  results may not be achieved  and actual
results may differ  materially  from our  expectations.  Important  factors that
could cause actual results to differ from  expectations  include,  among others,
those set forth below. For a more detailed  discussion of some of these factors,
please read carefully the information under "Risk Factors" beginning on page 2.

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

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

     o    the uncertainties related to international expansion and operations;

     o    the  uncertainties  related  to  expansion  into  digital  businesses,
          including  the timing of  introduction  and market  acceptance  of our
          products and services;

     o    rapid and significant changes in technology;

     o    the cost and availability of appropriate storage facilities;

     o    changes in customer preferences and demand for our services;

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

     o    other general economic and business conditions.

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

                                      (i)
<PAGE>
                                   OUR COMPANY

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

     As of December 31,  2001,  we provided  services to over  125,000  customer
accounts in 80 markets in the United States and 44 markets outside of the United
States.  We  employ  over  10,000  people  and  operate  more  than 650  records
management facilities in the United States, Canada, Europe and Latin America.

                                  RISK FACTORS

     Investing in our securities involves risk. Potential investors are urged to
read and consider the risk factors  relating to an  investment  in Iron Mountain
described  in  our  Securities  and  Exchange  Commission  filings,   which  are
incorporated  by  reference  in this  prospectus.  Before  making an  investment
decision, you should carefully consider these risks as well as other information
we  include  or  incorporate  by  reference  in this  prospectus.  The risks and
uncertainties  we have  described  are not the only  ones  facing  our  company.
Additional  risks  and  uncertainties  not  presently  known  to us or  that  we
currently consider immaterial may also affect our business operations.

                  DESCRIPTION OF OUR DIRECT STOCK PURCHASE PLAN

     The following questions and answers explain and constitute our Direct Stock
Purchase Plan, which we refer to below as the plan.

1. WHAT IS THE PURPOSE OF THE PLAN?

     The plan is intended to provide  investors  with a simple,  convenient  and
economical method of purchasing shares of our common stock.

     In turn, the plan provides us with an economical and flexible  mechanism to
raise equity capital  through sales of our common stock. To the extent shares of
common  stock are  purchased  directly  from us under the plan,  we will receive
proceeds  that we will use for our  general  corporate  purposes.  We will  not,
however,  receive any  proceeds  from  shares of our common  stock that the plan
administrator  may  purchase,  at  our  direction,  in  the  open  market  or in
negotiated  transactions  with third parties in order to supply shares issued to
participants under the plan.

2. WHAT OPTIONS ARE AVAILABLE UNDER THE PLAN?

     The plan allows participants to:

     o    make  initial  cash  investments  in our common stock in amounts of at
          least $1,000 and up to $10,000;

     o    make additional cash  investments in our common stock in amounts of at
          least  $500 per  payment  and up to $10,000  per  month,  or more if a
          request for waiver is granted by us; and

                                      -1-
<PAGE>
     o    have cash  dividends,  if any, that we pay in the future on our common
          stock  automatically  reinvested  in  additional  shares of our common
          stock,  although  it is  unlikely  we will pay cash  dividends  in the
          foreseeable future.

3. WHAT ARE THE ADVANTAGES OF PARTICIPATING IN THE PLAN?

     Participants in the plan will enjoy certain benefits:

     o    You will be able to  purchase  our  common  stock  without  paying any
          brokerage  commission  and,  for  purchases  in excess of $10,000  per
          month,  potentially  at a discount of up to 5%, which discount will be
          determined at our sole discretion.

     o    Your funds will be fully invested  because the plan permits  fractions
          of shares to be credited to your account,  although  fractional  share
          certificates will not be issued.

     o    You  can  be  free  of  cumbersome  safekeeping  requirements,  as our
          custodial service will safely hold your shares in book-entry form.

     o    You will have a simple way of making periodic cash  investments in our
          company, when and as you choose, in order to build your ownership over
          time and also to utilize  dollar-cost-averaging  if such  technique is
          part of your general investment strategy.

     o    You may direct the plan  administrator  to sell or  transfer  all or a
          portion of the shares held in your plan account and  therefore you may
          find the plan an  economical  way to liquidate  holdings  from time to
          time.

     o    You will receive periodic  statements,  called statements of holdings,
          reflecting  all  current  activity  in your  plan  account,  including
          purchases,  sales and latest balances, which will simplify your record
          keeping.

4. WHAT ARE THE DISADVANTAGES OF MAKING INVESTMENTS IN IRON MOUNTAIN THROUGH THE
   PLAN?

     The plan may present certain  disadvantages to a participant as compared to
investing in our company through a brokerage firm:

     o    We may, without giving you prior notice,  change our  determination as
          to whether the plan administrator will purchase shares of common stock
          directly  from  us,  in the open  market  or in  privately  negotiated
          transactions from third parties.

     o    You will not know the actual  number of shares  purchased in any month
          for your account under the plan until after the applicable  investment
          date.

     o    Because  the  investment  price may  represent  an average of numerous
          market  prices,  it may  actually  exceed the price at which you could
          have purchased shares in the open market on the investment date.

     o    Sales of shares for  participants  that have made valid sale elections
          during any month are made at specified  times and in a manner designed
          not to disrupt the market for our common stock.  Accordingly,  you may
          experience delays in the execution of sales of your shares held in the
          plan.

     o    On purchases in excess of $10,000 that we approve, you may not be able
          to depend on the  availability  of a discount on newly  issued  shares
          acquired under the plan.  While a discount from market prices of up to
          5% may be  established  for a  particular  period,  a discount for one
          period will
                                      -2-
<PAGE>
          not ensure the  availability  of the same  discount or any discount in
          future  periods.  For any  period  we may,  without  giving  you prior
          notice, change or eliminate the discount.

     o    Shares  deposited in a plan account may not be pledged.  If you desire
          to pledge shares  deposited in a plan  account,  you must withdraw the
          shares from the plan.

     o    You will not receive interest on funds held by the plan  administrator
          pending investment or on funds returned if we suspend or terminate the
          plan.

5. WHO WILL ADMINISTER THE PLAN?

     The  plan  will  be  administered  by  EquiServe  Trust  Company,  N.A.,  a
registered transfer agent, or any successor plan administrator we designate. The
plan administrator acts as agent for participants, keeps records of the accounts
of participants,  sends regular account statements to participants, and performs
other duties relating to the plan.  Shares purchased for each participant  under
the plan will be held by the plan  administrator  and will be  registered in the
name of such  participant  unless and until a participant  requests that a stock
certificate for all or part of such shares be issued, as more fully described in
this prospectus. Correspondence with the plan administrator should be sent to:

                      Iron Mountain Incorporated
                      c/o EquiServe Trust Company N.A.
                      P.O. Box 43010
                      Providence, RI 02940-3010

     Plan  participants  may also contact the plan  administrator by telephoning
toll free  (866) 897-1803,  24 hours a day, seven days a week.  Customer service
representatives  are  available  between  the hours of 9:00 a.m.  and 5:00 p.m.,
Eastern  Time,   Monday  through  Friday.

6. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?

     Our existing  shareholders,  as well as persons  seeking to purchase  their
first shares in our company, may participate in the plan.

     A registered holder, which means a shareholder whose shares of common stock
are registered in our stock  transfer books in his or her name, may  participate
in the plan directly. A beneficial owner, which means a shareholder whose shares
are registered in our stock transfer books in a name other than his or her name,
for example, in the name of a broker, bank, or other nominee, must either become
a registered holder by having the shares  transferred into his or her name, make
arrangements with his or her broker, bank or other nominee to participate in the
plan on the participant's  behalf, or follow procedures for interested investors
who are not already shareholders.

     An interested  investor that is not currently a shareholder may participate
in the plan by making an initial cash investment in our common stock of not less
than $1,000 and not more than $10,000.  In some  circumstances,  however, we may
permit greater optional cash investments if an appropriate  waiver is filed with
us and accepted.

     The right to participate in the plan is not transferable to another person.
We reserve the right to exclude from  participation  in the plan persons who use
the plan to engage in short-term  trading  activities that cause  aberrations in
the  trading of our common  stock.  In  addition,  we reserve the right to treat
optional cash investments  submitted on forms reflecting  participants  with the
same name,  address or social  security or taxpayer  identification  number as a
single investment for purposes of determining  whether the maximum investment of
$10,000 per month would be exceeded.

                                      -3-
<PAGE>
     If you live outside the U.S. and are not a citizen,  you can participate in
the plan provided there are not any laws or governmental  regulations that would
prohibit  your  participation  in the plan.  We reserve  the right to  terminate
participation  of any shareholder if we deem it advisable under any foreign laws
or  regulations.  All  plan  funds  must be in U.S.  funds  and  drawn on a U.S.
financial institution. If you are not in the U.S., please contact your financial
institution to verify that they can provide you with a check that clears through
a U.S. financial  institution and can print the dollar amount in U.S. funds. Due
to the longer clearing  period,  we are unable to accept checks clearing through
non-U.S. financial institutions. Please contact your local financial institution
for  details  on how to make  the  transaction.  If we  ever  pay  dividends  to
shareholders,  all dividends will be subject to  withholding  under the terms of
any  applicable  tax treaty  provisions.  Please see  Question 8 for  additional
information on dividend reinvestment.

     Participants  residing in  jurisdictions,  foreign or U.S.,  in which their
participation  in the plan would be unlawful will not be eligible to participate
in the plan.

7. HOW DOES AN ELIGIBLE PERSON PARTICIPATE IN THE PLAN?

     A person may participate in the plan by following the appropriate procedure
set forth below.

Our Registered Holders

     If you are a registered  holder of our common stock,  you may enroll in the
plan and become a participant by:

     o    completing and signing a shareholder authorization form; and

     o    returning  it to the plan  administrator  at the  address set forth in
          Question 5.

     Please note,  that if the shares you currently  own are  registered in more
than one name, for example, joint tenants or trustees, all registered holders of
such shares must sign the shareholder  authorization form exactly as their names
appear on the account registration.

     Registered  holders may obtain  additional  information  and the  necessary
shareholder  authorization form at any time by contacting the plan administrator
at the address or phone number set forth in Question 5.

Our Beneficial Owners

     If you are a  beneficial  owner  of our  common  stock  and you  desire  to
participate in the plan, you must:

     o    instruct the registered holder who holds the shares of common stock on
          your behalf, usually a broker, bank or other intermediary, to have all
          or a portion of those  shares  registered  directly in your name.  You
          would  then  follow  the  procedures  described  above for  registered
          holders; or

     o    make  arrangements  with the  broker,  bank or other  intermediary  to
          participate in the plan on your behalf.

     Alternatively,  a  beneficial  holder  may  enroll  in the plan in the same
manner  as  someone  who is not  currently  an owner  of our  common  stock,  as
described in the procedures below for interested investors.

Interested Investors Who Do Not Currently Own Our Common Stock.

     An interested  investor who is not presently one of our  shareholders,  but
desires to become a participant in the plan by making an initial cash investment
in our common stock, may join the plan by:

     o    completing and signing an initial purchase form; and

     o    forwarding it, together with a check in the amount of the initial cash
          investment  of at least  $1,000 and not more than  $10,000,  unless an
          appropriate  waiver  is  filed  with  us and  accepted,  to  the  plan
          administrator at the address set forth in Question 5.

                                      -4-
<PAGE>
     Any offer to make an initial cash  investment  greater than $10,000 must be
made in accordance  with the procedures  described below in Question 14. Initial
cash  investments  can be made by check or money order  payable to  "EquiServe -
Iron Mountain Incorporated" All forms of payment must be in U.S. funds and drawn
on a U.S. bank. Cash and third party checks will not be accepted.

     Interested  investors may obtain  additional  information and the necessary
initial  purchase form by contacting  the plan  administrator  at the address or
phone number set forth in Question 5. Some state  securities laws require that a
registered  broker-dealer send the information to their residents.  A registered
broker-dealer,  rather than the plan administrator,  will forward a copy of this
prospectus and the enrollment form to residents of those states.

8. WHAT IS THE PURPOSE AND EFFECT OF COMPLETING AND  FORWARDING THE  SHAREHOLDER
   AUTHORIZATION FORM AND THE INITIAL PURCHASE FORM?

     The  shareholder  authorization  form and the  initial  purchase  form will
appoint the plan  administrator as your agent for purposes of your participation
in the plan. The forms direct the plan  administrator to apply any optional cash
investments made by you, whether transmitted with the shareholder  authorization
form, the initial  purchase form or made at dates subsequent to your enrollment,
to the purchase on your behalf of additional  full and fractional  shares of our
common stock in accordance with the plan.

     The shareholder authorization form and the initial purchase form also allow
participants to provide for the  reinvestment of dividends,  if any, through the
following options:

     o    Full  dividend  reinvestment.  This  option  allows  you  to  reinvest
          automatically all cash dividends  received on all shares of our common
          stock registered in your name and held in your plan account.

     o    Partial dividend reinvestment.  This option allows you to receive cash
          dividends  on a  specified  number  of  shares  of  our  common  stock
          registered  in your name and held in your plan account and to reinvest
          automatically  only the  dividends on any  remaining  shares of common
          stock.

     o    No  dividend  reinvestment.  This  option  allows you to receive  cash
          dividends  on all shares of our common stock  registered  in your name
          and held in your plan account.

     Any one of the above three  options  may be  selected.  In each case,  cash
dividends, if any, will be reinvested on all shares designated for participation
in the plan until the participant specifies otherwise or withdraws from the plan
altogether,  or until  the plan is  terminated.  Participation  in the  dividend
reinvestment  portion of the plan will commence  with the next dividend  payment
date after the plan administrator  receives your shareholder  authorization form
or  initial  purchase  form,  as  the  case  may  be,  provided  that  the  plan
administrator  receives  the form  prior to the  record  date for such  dividend
payment.   If  the  plan   administrator   does  not  receive  your  shareholder
authorization  form or initial  purchase  form  prior to the  record  date for a
particular dividend payment,  participation in the dividend reinvestment portion
of the plan may not commence until the following dividend payment date.

     A participant may change his or her dividend  reinvestment  election at any
time by contacting the plan administrator.  Changes in the dividend reinvestment
election will be effective for a particular  dividend  payment date provided the
request is received  prior to the related  dividend  record date. If a change in
the dividend reinvestment election is not received prior to the related dividend
record  date,  the change will not be  effective  until the  following  dividend
payment date.

     Notwithstanding our discussion of your ability to reinvest dividends, it is
unlikely that we will pay cash dividends in the  foreseeable  future and nothing
in this prospectus is intended to indicate otherwise.

     Any participant who returns a properly executed  shareholder  authorization
form or  initial  purchase  form to the plan  administrator  without  electing a
dividend  reinvestment  option will be enrolled as having selected full dividend
reinvestment.
                                      -5-
<PAGE>
9. WHAT ARE THE EXPENSES OF THE PLAN, AND WHO PAYS THEM?

     We  will  pay  all  fees,  brokerage  commissions,   and  related  expenses
associated with the purchase of common stock in the open market or in negotiated
transactions  with third parties on behalf of participants.  Shares for the plan
purchased  directly from us will not involve  brokerage  commissions  or trading
fees.  There is,  however,  a one-time  enrollment  fee of $10.00  which will be
deducted from the initial investment of interested investors who are not already
shareholders of Iron Mountain.

     In the event that any form of payment is  returned  unpaid for any  reason,
such as a returned check,  the participant will be subject to a $25.00 fee which
will be deducted from the participant's account.

     In addition, participants that request the sale of any of their shares held
in the plan  must  pay a  service  charge  equal to  $15.00,  plus a  commission
currently  equal  to  $0.12  per  share  plus  any  applicable  taxes.  The plan
administrator   may  effect  any  sales  of  shares  for  the  plan   through  a
broker-dealer,  in which case the broker-dealer  will receive the commission for
effecting the transaction.

     The plan administrator may also charge participants for additional services
not provided under the plan.  Brokers or nominees that  participate on behalf of
beneficial  owners for whom they are holding  shares may charge such  beneficial
owners additional fees in connection with such participation,  for which neither
the plan administrator nor we will be responsible.

     Participation  in the plan is voluntary and a participant  may  discontinue
his or her participation at any time.

10. WHAT ARE THE SOURCES OF SHARES PURCHASED UNDER THE PLAN?

     Purchases  of  shares of our  common  stock by the plan  administrator  for
participants in the plan may be made, at our election,  either (1) directly from
us out of our authorized but unissued  shares of common stock or treasury stock,
(2) in the open market,  or (3) in negotiated  transactions  with third parties.

11. WHEN ARE SHARES PURCHASED UNDER THE PLAN?

     Optional  cash  purchases for  investments  under $10,000 will begin on the
investment date, which is the last trading day of a pricing period. Newly issued
shares will be posted to participants'  accounts as of the applicable investment
date.  Shares  purchased in the open market or in negotiated  transactions  with
third parties,  however, will be posted to the participants'  accounts after the
settlement  period.  Settlement  normally  occurs three  business days after the
investment is completed. Please see the attached Schedule A for information with
respect to pricing periods, investment dates and other information.

     Pursuant to an approved  request for waiver,  the plan  administrator  will
only acquire  shares of common stock  directly from us out of our authorized but
unissued  shares  of  common  stock or  treasury  shares.  Newly  issued  shares
purchased  with  optional  cash  investments  over  $10,000  will be  posted  to
participants' accounts as of the investment date as defined above.

     If  dividends  are  declared  at some time in the  future,  purchases  with
dividend  investments  will begin on the  dividend  payment  date.  Newly issued
shares will be posted to participants' accounts as of the dividend payment date.
Purchases  with  dividend  investments  in  the  open  market  or in  negotiated
transactions  with  third  parties,  however,  will be posted  to  participants'
accounts after the settlement period.  Settlement normally occurs three business
days after the investment is completed.  Dividends that are not invested  within
30 days of the dividend date will be paid to the participant.

     Purchases  of shares of our common stock by the plan  administrator  on the
open market or in negotiated  transactions  with third  parties  usually will be
completed  no  later  than 30 days  after  the  investment  date,  except

                                      -6-
<PAGE>
where  completion at a later date is necessary or advisable under any applicable
securities  laws or  regulations;  provided,  however,  initial  investments and
optional cash  payments that are not invested  within 35 days of receipt will be
returned.

12. HOW IS THE PRICE DETERMINED FOR SHARES ACQUIRED THROUGH THE PLAN?

     Each  month the plan will  acquire  shares for  participants  who have made
valid and timely cash investments during that month.

     The  purchase  price  of  shares  acquired   through  the  plan  with  cash
investments of $10,000 or less during any month will be equal to:

     o    in the case of newly issued shares of our common stock, the average of
          the high and low sale  prices of our common  stock as  reported by the
          New York  Stock  Exchange  on the  investment  date,  as that  term is
          defined  above.  If no trading is reported  for that  trading day, the
          purchase  price will be equal to the  average of the high and low sale
          prices of our common stock as reported by the New York Stock  Exchange
          on the trading day immediately prior to the investment date; or

     o    in the case of shares  purchased  in the open  market or in  privately
          negotiated  transactions,  the  weighted  average  price of all shares
          purchased.

     If a request for waiver is granted by us for an  investment of greater than
$10,000 in one month, the purchase price of shares acquired through the plan for
such an investment will be equal to the volume  weighted  average price obtained
from Bloomberg,  LP (unless such service is  unavailable,  in which case we will
designate  another  service to be utilized prior to the beginning of the pricing
period) for the trading  hours from 9:30 a.m. to 4:00 p.m.,  Eastern  Time,  for
each day during the twelve  consecutive  trading  days ending on the last day of
the pricing period (the investment  date) assuming the threshold price is met on
each day,  less any  discount  established  by us as  described  in Question 14,
calculated pro rata on a daily basis.  For example,  if a cash investment of $12
million is made pursuant to an approved request for waiver, the number of shares
will be  calculated  for each day of the  pricing  period  by  taking a pro rata
portion of the total cash investment for each day of the pricing  period,  which
would be $1  million,  and  dividing  it by the volume  weighted  average  price
obtained  from  Bloomberg,  LP or such other  service for the trading hours from
9:30 a.m. to 4:00 p.m., Eastern Time, less the discount.  On the last day of the
pricing period, the total investment amount, $12 million, will be divided by the
total number of shares  acquired  over the twelve days  (assuming  the threshold
price is met each day) in order to establish the purchase price.

     The plan will also  acquire  shares for  participants  who have  elected to
reinvest all or a portion of their  dividends if, at some time in the future,  a
dividend  is  declared  by our board of  directors.  Purchases  of shares of our
common stock through the  reinvestment of dividends,  if any are declared,  will
begin on the  dividend  payment  date.  The  purchase  price of shares  acquired
through the plan through the reinvestment of dividends will be equal to:

     o    in the case of newly issued shares of our common stock, the average of
          the high and low sale  prices of our common  stock as  reported by the
          New York Stock Exchange on the dividend payment date. If no trading is
          reported for the dividend  payment  date,  the purchase  price will be
          equal to the  average  of the high and low sale  prices of our  common
          stock as  reported  by the New York Stock  Exchange on the trading day
          immediately prior to the dividend payment date; or

     o    in the case of shares  purchased  in the open  market or in  privately
          negotiated  transactions,  the  weighted  average  price of all shares
          purchased with the dividend funds.

     The price at which  shares are  acquired  under the plan is  referred to in
this  prospectus  as the  investment  price.  The trading  period over which the
investment  price is calculated  for purchases in excess of $10,000 per month is
referred to as the pricing  period.  The single date each month on which  shares
are acquired under the plan for  participants  who have made purchase  elections
for such month is referred to in this prospectus as the investment date.

     Please  note  that  participants  will  not be able to  instruct  the  plan
administrator to purchase shares at a specific time or at a specific price.

                                      -7-
<PAGE>
13. HOW ARE OPTIONAL CASH INVESTMENTS FOR AMOUNTS OF $10,000 OR LESS MADE?

     All  participants,  including  brokers,  banks and nominees with respect to
shares registered in their name on behalf of beneficial  owners, are eligible to
make optional cash investments at any time.

     Other  interested  investors that are not  shareholders  of our company are
also  eligible to make  initial  investments  in our common stock at any time by
submitting an initial purchase form and funds representing their desired initial
investments.

     The plan  administrator  will apply all investments under $10,000 per month
by check or money order, for which good funds are received at least one business
day before the first day of the pricing period, to the purchase of shares of our
common stock on the applicable  investment date for that pricing period. If good
funds are received by the plan  administrator  for checks and money orders after
this deadline,  they will not be invested  until the next  following  investment
date.  No interest will be paid on any funds  pending  investment.  All optional
cash  investments are subject to collection by the plan  administrator  for full
face value in U.S. dollars.

     There is no obligation to make an optional cash investment at any time, and
the amount of such investments may vary from time to time.

     All optional cash  investments  made by check or money order should be made
payable to:

                    "EquiServe - Iron Mountain Incorporated"

and mailed to the plan  administrator,  along with the cash  investment or other
transaction  form attached to the bottom of each  statement of holdings,  at the
address  listed  on the  form.  Due to the  longer  clearance  period,  the plan
administrator  is unable to accept checks  clearing  through  non-United  States
banks.  Any checks not drawn on a United  States  bank or not  payable in United
States  dollars will be returned to the  participant,  as will any cash or third
party checks.  If you are not in the United States,  contact your bank to verify
that they can provide you with a check that clears  through a United States bank
and can print the dollar amount in United States funds.  Other forms of payment,
such as wire transfers, may be made, but only if approved in advance by the plan
administrator. Inquiries regarding other forms of payments and all other written
inquiries should be directed to the plan  administrator at the address set forth
in Question 5.

     In the event that any form of payment is  returned  unpaid for any  reason,
the plan  administrator  will consider the request for  investment of such funds
null  and void and  shall  immediately  remove  from the  participant's  account
shares,  if any,  purchased  upon  the  prior  credit  of such  funds.  The plan
administrator  shall  then be  entitled  to sell  those  shares to  satisfy  any
uncollected  amounts.  If the net  proceeds  of the  sale of  these  shares  are
insufficient  to  satisfy  the  balance  of the  uncollected  amounts,  the plan
administrator  shall  be  entitled  to sell  such  additional  shares  from  the
participant's  account necessary to satisfy the uncollected balance. Any deposit
returned  unpaid will be subject to a $25.00 fee that will be deducted  from the
participant's account.

14. HOW ARE OPTIONAL CASH INVESTMENTS OF MORE THAN $10,000 MADE?

     Optional cash  investments  in excess of $10,000 per month may be made only
pursuant to a request  for waiver  accepted by us.  Participants  may  ascertain
whether we are  accepting  requests for waiver in any given  month,  and certain
other important information, by telephoning Investor Relations at (617) 535-4799
or such other  number as we may  establish  for this  purpose from time to time.
Participants  who wish to make an optional cash  investment in excess of $10,000
for any investment  date,  including those whose proposed  investments have been
aggregated  so as to exceed  $10,000 as described  above,  must obtain our prior
written  approval and a copy of such written  approval  must  accompany any such
optional  cash  investment.  Good  funds  for  such  optional  cash  investments
exceeding $10,000 per month must be received by the plan  administrator no later
than one business day prior to the first day of the pricing period.  To obtain a
request for waiver or additional  information,  a participant  may call Investor

                                      -8-
<PAGE>
Relations at the number  above.  Completed  requests for waiver  should be faxed
directly to Investor  Relations at (617) 535-7881 or such other number as we may
establish for this purpose from time to time.

     We also  may make  the  foregoing  information  available  on the  Investor
Relations  segment of our website at  http://www.ironmountain.com  or on another
website we may  establish  for this purpose  from time to time.  The website may
also contain a form for submitting a request for waiver via electronic mail.

     We have sole discretion to grant any approval for optional cash investments
in excess of the  allowable  maximum  amount.  In deciding  whether to approve a
request for waiver, we will consider relevant factors including, but not limited
to:

     o    our need for additional funds,

     o    the attractiveness of obtaining such additional funds through the sale
          of our common stock as compared to other sources of funds,

     o    the purchase price likely to apply to any sale of common stock,

     o    the participant submitting the request,

     o    the extent and nature of such participant's prior participation in the
          plan,

     o    the number of shares held of record by such participant, and

     o    the aggregate amount of optional cash investments in excess of $10,000
          for which requests for waiver have been submitted by all participants.

     If  requests  for  waiver  are  submitted  for any  investment  date for an
aggregate  amount in excess of the amount we are then willing to accept,  we may
honor such requests in order of receipt, pro rata or by any other method that we
determine, in our sole discretion, to be appropriate.

     We reserve the right to modify,  suspend or terminate  participation in the
plan by otherwise eligible registered holders or beneficial owners of our common
stock for any reason whatsoever, including elimination of practices that are not
consistent with the purposes of the plan.

Threshold  Price with  Respect to Optional  Cash  Investments  Made  Pursuant to
Requests for Waiver

     We may establish  for any pricing  period a threshold  price  applicable to
optional cash investments  made pursuant to requests for waiver.  At least three
trading days prior to the first day of the applicable  pricing  period,  we will
determine  whether to establish a threshold  price and, if a threshold  price is
established,  its  amount,  and  will so  notify  the plan  administrator.  This
determination  will be made  by us in our  sole  discretion  after a  review  of
current market  conditions,  the level of participation in the plan, and current
and projected  capital  needs.  Participants  may ascertain  whether a threshold
price has been set or waived for any given  pricing  period  and any  applicable
discount by  telephoning  Investor  Relations at (617) 535-4799 or at such other
number as we may establish from time to time.

     If established for any pricing  period,  the threshold price will be stated
as a  dollar  amount  that the  volume  weighted  average  price  obtained  from
Bloomberg,  LP  (unless  such  service  is  unavailable,  in which  case we will
designate  another  service to be utilized prior to the beginning of the pricing
period) for the trading hours from 9:30 a.m. to 4:00 p.m.,  Eastern  Time,  must
equal or exceed on each trading day of the relevant pricing period. In the event
that the  threshold  price is not  satisfied  for a trading  day in the  pricing
period or there are no trades of our common stock reported by the New York Stock
Exchange  for a trading  day,  then that  trading day will be excluded  from the
pricing  period  with  respect to optional  cash  investments  made  pursuant to
requests for waiver,  and all trading  prices for that day will be excluded from
the determination of the purchase price. For example,  if the threshold price is
not  satisfied  for three of the 12 trading days in a pricing  period,  then the
purchase  price will be based upon the remaining  nine trading days on which the
threshold price was satisfied.

                                      -9-
<PAGE>
     In  addition,  a pro rata portion of each  optional  cash  investment  made
pursuant  to a request for waiver  will be  returned  for each  trading day of a
pricing period on which the threshold price is not satisfied or for each trading
day on which no trades of shares or common  stock are  reported  on the New York
Stock  Exchange,  as soon as  reasonably  practicable  after the pricing  period
without interest. The returned amount will equal one-twelfth of the total amount
of such optional cash  investment,  not just the amount exceeding  $10,000,  for
each trading day that the threshold  price is not satisfied.  Thus, for example,
if in April 2002,  the  threshold  price is not  satisfied  or no such sales are
reported  for three of the 12 trading days in a pricing  period,  3/12 , that is
25%, of such  optional  cash  investment  will be  returned  to the  participant
without interest.

     The  establishment  of the  threshold  price and the  possible  return of a
portion  of the  investment  applies  only to  optional  cash  investments  made
pursuant  to a request  for  waiver  but  applies  to the  entire  amount of the
optional cash investment, including the first $10,000. Setting a threshold price
for a pricing  period shall not affect the setting of a threshold  price for any
subsequent  pricing period.  For any particular month, we may waive our right to
set a threshold price. Neither we nor the plan administrator will be required to
provide any written  notice to  participants  as to the threshold  price for any
pricing period.  Participants may, however,  ascertain whether a threshold price
has been set or waived for any given pricing period and any applicable  discount
by telephoning  Investor  Relations at (617) 535-4799 or at such other number as
we may establish from time to time.

Discount

     Each  month,  at least  three  trading  days  prior to the first day of the
applicable pricing period, we may establish a discount from the investment price
applicable to shares purchased under the plan with cash investments in excess of
$10,000 pursuant to a request for waiver during that month. Such discount, which
we refer to as the discount, may range between 0% and 5% of the investment price
and may vary each month. The discount may be increased,  decreased or eliminated
by us in any given  month.  We also  reserve  the right to  establish  a reverse
auction  procedure  by  which   participants   seeking  to  make  optional  cash
investments under a waiver may submit to us a "bid" with respect to the discount
at which they are willing to make the optional cash investment. Participants may
obtain  the  discount  applicable  to the next  pricing  period  by  telephoning
Investor Relations at (617) 535-4799 or at such other number as we may establish
from time to time.  Setting a discount for a  particular  month shall not affect
the setting of a discount for any subsequent month.

15. WHAT LIMITATIONS AND EXCEPTIONS APPLY TO OPTIONAL CASH INVESTMENTS?

Minimum/Maximum Limits

     For any investment date, optional cash investments made by our shareholders
are subject to a minimum of $500 per payment and a maximum of $10,000 per month,
unless a request for waiver has been approved as described  above,  and optional
cash investments made by interested  investors who are not then  shareholders of
our company are subject to a minimum initial  investment of $1,000 and a maximum
of $10,000, unless a request for waiver has been approved.

     Optional cash investments of less than the allowable monthly minimum amount
and that  portion of any optional  cash  investment  that exceeds the  allowable
monthly  maximum  amount will be returned,  except as noted  above,  promptly to
participants,  without  interest,  but  subject to a $25.00 fee.  Optional  cash
investments  submitted  by  brokerage  firms or other  nominees  on  behalf of a
participant  may be aggregated for purposes of  determining  whether the $10,000
limit will be exceeded. In addition, we reserve the right to treat optional cash
investments  submitted  on forms  reflecting  participants  with the same  name,
address  or  social  security  or  taxpayer  identification  number  as a single
investor  for  purposes  of  determining  whether  the  $10,000  limit  would be
exceeded.  Please note that  dividend  funds,  if any, will not be combined with
optional  cash  investments  in  determining  whether the $10,000 limit has been
exceeded.

                                      -10-
<PAGE>
16. WHAT IF A PARTICIPANT HAS MORE THAN ONE ACCOUNT IN THE PLAN?

     For the purpose of the limitations discussed in this prospectus, we reserve
the right to aggregate all optional cash investments for participants  with more
than one  account  using the same name,  address or social  security or taxpayer
identification  number.  For participants  unable to supply a social security or
taxpayer  identification number,  participation may be limited by us to only one
plan account.  Also for the purpose of such limitations,  all plan accounts that
we believe to be under common  control or management or to have common  ultimate
beneficial  ownership may be  aggregated.  In the event we exercise our right to
aggregate investments and the result would be an investment in excess of $10,000
without an approved request for waiver, we will return,  without  interest,  but
subject to a $25.00 fee, as  promptly as  practicable,  any amounts in excess of
the investment limitations.

17. IN WHAT SITUATIONS WILL AN INVESTMENT BE RETURNED TO A PARTICIPANT?

     The plan  administrator  will return  optional cash  investments  less than
$10,000 to a  participant  provided  the plan  administrator  receives a written
request at least one business day prior to the first day of the pricing  period.
Optional cash investments  less than $10,000 will be returned by check,  without
interest,  as soon as  reasonably  practicable.  Please note that  optional cash
investments  greater  than  $10,000  for which a  participant  has  received  an
approved  request for waiver will not be returned to a participant.  Question 11
further  provides for returns of optional and initial cash  investments  if such
investments  are not made  within 35 days of  receipt  of  funds.  Additionally,
Question 11 provides  that cash  dividends  will be  disbursed  if not  invested
within 30 days of the dividend payment date.

18.  WILL  CERTIFICATES BE ISSUED TO  PARTICIPANTS  FOR THE SHARES OF OUR COMMON
     STOCK PURCHASED UNDER THE PLAN?

     All shares purchased pursuant to the plan will be held in "book entry" form
through accounts  maintained by the plan  administrator.  This serves to protect
against  the loss,  theft or  destruction  of  certificates  evidencing  shares.
Participants  may contact  the plan  administrator  at the address or  telephone
number set forth in Question 5 above,  or may utilize  the cash  investment  and
other transaction form attached to the bottom of each statement of holdings,  in
order to  request a  certificate  for all or a  portion  of the  shares  held in
book-entry form. Upon such a request,  the plan administrator  will, within five
business days of receipt of the request,  issue and deliver certificates for the
whole shares credited to that participant's account. Certificates will be issued
only in the  same  names  as  those  enrolled  in the  plan.  In no  event  will
certificates for fractional shares be issued.

     If a  participant  requests a  certificate  for whole  shares of our common
stock held in his or her account, distributions on those shares will continue to
be reinvested  under the plan in the same manner as prior to the request so long
as the shares of common stock remain registered in the participant's name.

19.  MAY A  PARTICIPANT  DEPOSIT WITH THE PLAN  ADMINISTRATOR  CERTIFICATES  FOR
     SHARES WHICH HE OR SHE ALREADY OWNS OUTSIDE THE PLAN?

     Yes, if the certificates are  unrestricted.  Whether or not the participant
has previously authorized reinvestment of dividends,  certificates registered in
the participant's name that do not bear any legend  restricting  transfer may be
surrendered  to the plan  administrator  for deposit in the  participant's  plan
account.  If a  participant  desires to deposit  certificates  for shares of our
common stock with the plan  administrator,  the participant may contact the plan
administrator  at the address or telephone  number  listed in Question 5 for the
proper procedure.

20.  CAN PARTICIPANTS SELL SHARES HELD UNDER THE PLAN?

     Participants  may  contact the plan  administrator  in order to request the
sale of all or a portion of the shares  held in their  plan  account.  Following
receipt of instructions from a participant,  the plan  administrator  will sell,
through  an  independent  broker  or  institution,   those  shares  as  soon  as
practicable and will remit a check for the proceeds of such sale, less a service
charge equal $15.00, brokerage commissions and any applicable taxes.

     Shares  to be  sold  will  be  aggregated  by the  plan  administrator  and
generally  sold within  five  business  days.  The sales price per share will be
equal to the weighted  average price of all shares sold on the trading day, less
brokerage commissions, which are currently equal to $0.12 per share.

     Please note that the plan administrator is not able to accept  instructions
to sell on a particular date or at a specific price.

                                      -11-
<PAGE>
21.  CAN A PARTICIPANT TRANSFER SHARES HELD IN THE PLAN TO SOMEONE ELSE?

     Participants may transfer  ownership of a portion or all of the shares held
in their plan account. Participants should contact the plan administrator at the
address  or  telephone  number  listed  in  Question  5  for  detailed  transfer
instructions.

22.  WHAT  HAPPENS  IF A  PARTICIPANT  SELLS OR  TRANSFERS  SHARES  OR  ACQUIRES
     ADDITIONAL SHARES?

     If a participant has elected to have dividends automatically  reinvested in
the  plan and  subsequently  sells or  transfers  all or any part of the  shares
registered in the participant's  name,  automatic  reinvestment will continue as
long as shares are  registered  in the name of the  participant  or held for the
participant by the plan  administrator or until termination of enrollment or the
participant  specifies  otherwise.  Similarly,  if a participant has elected the
"Full Dividend  Reinvestment"  option under the plan and  subsequently  acquires
additional shares registered in the participant's  name,  dividends paid on such
shares will  automatically be reinvested until  termination of enrollment or the
participant  specifies  otherwise.  If,  however,  a participant has elected the
"Partial  Dividend  Reinvestment"  option and subsequently  acquires  additional
shares  that  are  registered  in the  participant's  name,  dividends  will  be
reinvested  according  to the  participant's  instructions  as given on the most
recent shareholder  authorization  form.  Participants may change their dividend
reinvestment elections by submitting a new shareholder  authorization form or by
contacting the plan administrator. However, we remind you that it is unlikely we
will pay cash dividends in the foreseeable future.

23.  WHAT REPORTS ARE SENT TO PARTICIPANTS?

     After any activity  occurs relating to a  participant's  plan account,  the
participant  will be sent a statement of holdings  that will provide a record of
the costs of the shares of our common stock purchased or the price of the shares
sold for that  account,  the  purchase  or sale date and the number of shares of
common stock then in that account. We recommend that you retain these statements
for income tax and general record keeping purposes.

     In addition,  each  participant  will be sent our annual report,  notice of
annual  meeting and proxy  statement  and income tax  information  for reporting
distributions received. All reports and notices from the plan administrator will
be addressed to the participant's last known address. Participants should notify
the plan administrator promptly in writing of any change of address.

24.  MAY A PARTICIPANT TERMINATE HIS OR HER PLAN ACCOUNT?

     Yes, a participant  may terminate his or her plan account by contacting the
plan administrator at the address or telephone number listed in Question 5 or by
utilizing  the cash  investment  and other  transaction  form  attached  to each
statement of holdings.  Participation  will be terminated as soon as practicable
provided  the  request is received  at least  seven  business  days prior to the
payable date for a dividend payment.  If the request is received less than seven
business days prior to the payable date for a dividend payment,  the termination
may be postponed  until after the  reinvestment of any dividends on the dividend
payment  date.  After that time all cash  dividends,  if any, on shares owned by
such participant will be sent to the participant.

     If a purchase of shares on behalf of a participant  pursuant to the plan is
pending,   such  participant  may  not  terminate  enrollment  until  after  the
investment date relating to such pricing period.  Any fractional  shares held in
the plan at the time of  termination  will be  converted to cash on the basis of
the last applicable  investment  price. If a participant's  plan account balance
falls  below  one full  share,  the plan  administrator  reserves  the  right to
liquidate the fraction and remit the proceeds,  less any applicable fees, to the
participant at its address of record.

25.  WHAT HAPPENS WHEN A PARTICIPANT TERMINATES AN ACCOUNT?

     As soon as practicable  after notice of  termination is received,  the plan
administrator  will send to the  participant  (1) a certificate  evidencing  all
whole  shares  of  our  common  stock  held  in  the  account  and  (2) a  check

                                      -12-
<PAGE>
representing the value of any fractional  shares of our common stock held in the
account.  After an account is terminated,  we will pay all distributions for the
terminated  account to the  participant  unless  the  participant  re-elects  to
participate in the plan.

     When terminating an account, the participant may request that all shares of
our common stock,  both whole and fractional,  held in the plan account be sold,
or that certain of the shares of such common stock be sold and a certificate  be
issued  for the  remaining  shares.  The plan  administrator  will  remit to the
participant  the  proceeds of any sale of shares of our common  stock,  less the
charges,  fees and  commissions  listed in Question 20. The sale price per share
will be equal to the  weighted  average  price of all shares sold on the trading
day, less brokerage commissions, which are currently $0.12 per share.

26.  WHEN MAY A FORMER PARTICIPANT RE-ELECT TO PARTICIPATE IN THE PLAN?

     Generally,  any former participant may re-elect to participate at any time.
However,  the plan administrator  reserves the right to reject any authorization
form on the grounds of excessive  joining and  withdrawing.  This reservation is
intended to minimize unnecessary  administrative expense and to encourage use of
the plan as a long-term investment service.

27.  WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATING IN THE PLAN?

     The  federal   income  tax   consequences   resulting  from  optional  cash
investments are uncertain.  Participants may be deemed to receive a distribution
from us upon the  purchase of shares  pursuant to the plan in an amount equal to
the  excess,  if any,  of the fair  market  value of the shares  acquired on the
investment  date  plus the  participant's  share of any fees paid by us over the
purchase  price for the shares.  The fair market value of shares  acquired on an
investment  date is not  likely  to differ  from the  amount  of  optional  cash
investment by  participants  making  investments  not  exceeding  $10,000 in any
single month.  Participants  making  investments  exceeding  $10,000 in a single
month who are  eligible  for a discount  may be more likely to have a difference
between the fair market value of shares  acquired on an investment  date and the
amount of optional cash investment.

     Any such deemed  distribution  will be treated as a taxable dividend to the
extent attributable to our current or accumulated  earnings and profits and then
only if other  shareholders  receive or are deemed to receive  distributions  of
cash or other  property  from us. If the  deemed  distribution  is  taxable as a
dividend, the shares purchased under the plan will have a tax basis equal to the
amount  of  the  optional  cash   investment  plus  the  amount  of  the  deemed
distribution,  if any,  which is  treated as a taxable  dividend.  If the deemed
distribution  is  not  treated  as  a  taxable  dividend,  the  effect  of  such
distribution  on a  shareholder's  basis  in his  shares  is  uncertain.  If the
distribution  is  treated as made  solely  with  respect  to the newly  acquired
shares,  or if the shareholder  does not own other shares of our common stock at
the time of the  optional  cash  investment,  the basis of such  newly  acquired
shares will  generally  equal the amount paid for such shares.  However,  if the
distribution  is treated as made with respect to both the newly acquired  shares
(or  fraction  thereof)  and the other  shares of our common  stock held by such
shareholder,  the basis of the newly acquired  shares (or fraction  thereof) may
exceed the amount  paid for such  shares and the basis for the shares held prior
to the optional  investment would be correspondingly  reduced. In any event, the
aggregate  bases for all of a  shareholder's  shares of our common stock will be
equal to the  aggregate  bases for the shares  previously  owned plus the amount
paid for the newly  acquired  shares.  Finally,  it is unclear as to whether any
gain or loss  realized  with  respect to a deemed  nondividend  distribution  in
excess  of  stock  basis  would  be  calculated  on a  per-share  basis or on an
aggregate  basis  for all of the  holder's  shares,  including  the  shares,  or
fraction thereof, purchased under the plan.

     As to reinvested dividends, participants will be treated as having received
a distribution  from us equal to the fair market value on the investment date of
the shares, if any, acquired with reinvested dividends pursuant to the plan plus
the  participant's  share  of any fees  paid by us.  Such  distribution  will be
treated as a taxable  dividend  to the  extent  attributable  to our  current or
accumulated  earnings and profits.  If we do not have earnings and profits,  any
excess  will  first be  treated  as a  tax-free  return  of  capital,  causing a
reduction  in the basis of existing  shares,  and the balance will be treated as
capital gain recognized on a sale or exchange.  A participant's tax basis in the
distributed  shares  will  equal  the fair  market  value of such  shares on the
investment date plus the participant's share of any fees paid by us.

                                      -13-
<PAGE>
     A  participant's  holding period for shares  acquired  pursuant to the plan
will begin on the day following the date on which the shares are credited to the
participant's account. When a participant receives certificates for whole shares
credited to the  participant's  account under the plan, the participant will not
realize  any  taxable  income.  However,  a  participant  that  receives  a cash
adjustment for a fraction of a share will realize a gain or loss with respect to
such fraction.  A gain or loss also will be realized by the participant whenever
whole  shares are sold,  either  pursuant  to the  participant's  request,  upon
withdrawal  from the plan or after  withdrawal from the plan. The amount of such
gain or loss will be the  difference  between  the amount  that the  participant
receives  for the  shares  or  fraction  of a share  and  the tax  basis  of the
participant in the shares.

     THE FOREGOING IS ONLY A SUMMARY OF THE FEDERAL INCOME TAX  CONSEQUENCES  OF
PARTICIPATION  IN THE PLAN AND DOES NOT CONSTITUTE  TAX ADVICE.  THIS SUMMARY IS
BASED ON THE  CURRENT  STATE OF  FEDERAL  LAW AND  DOES  NOT TAKE  INTO  ACCOUNT
POSSIBLE CHANGES IN SUCH LAW. ANY SUCH CHANGES MAY HAVE  RETROACTIVE  EFFECT AND
MAY  ADVERSELY  AFFECT THE  DISCUSSION  IN THIS  SUMMARY.  THIS SUMMARY DOES NOT
ADDRESS  THE  SPECIAL  TAX  CONSEQUENCES  THAT  MAY  BE  APPLICABLE  TO  CERTAIN
PARTICIPANTS   SUBJECT   TO  SPECIAL   TAX   TREATMENT   (INCLUDING   TAX-EXEMPT
ORGANIZATIONS, BROKERS, DEALERS AND FOREIGN SHAREHOLDERS). THIS SUMMARY DOES NOT
REFLECT EVERY POSSIBLE OUTCOME THAT COULD RESULT FROM  PARTICIPATION IN THE PLAN
AND,  THEREFORE,  PARTICIPANTS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS FOR
FURTHER  INFORMATION WITH RESPECT TO THE FEDERAL,  FOREIGN,  STATE AND LOCAL TAX
CONSEQUENCES OF PARTICIPATION IN THE PLAN.

28.  HOW ARE THE  PARTICIPANT'S  SHARES OF  COMMON  STOCK  VOTED AT  SHAREHOLDER
     MEETINGS?

     The plan administrator will send participants proxy materials,  including a
proxy card,  relating to both the shares for which  participants  hold  physical
certificates  and the  shares of our common  stock held in their plan  accounts.
Shares  will be voted at  shareholder  meetings as that  participant  directs by
proxy. Shares of our common stock may also be voted in person at the meeting.

29.  WHAT IS THE  RESPONSIBILITY  OF IRON  MOUNTAIN  AND THE PLAN  ADMINISTRATOR
     UNDER THE PLAN?

     We and the plan  administrator,  in administering  the plan, are not liable
for any act done in good faith or for any good faith omission to act, including,
without limitation, any claim of liability:

     o    with  respect to the  prices  and times at which  shares of our common
          stock are purchased or sold for a participant; or

     o    with  respect to any  fluctuation  in market value before or after any
          purchase or sale of shares of our common stock; or

     o    arising out of any failure to terminate a  participant's  account upon
          that participant's death prior to the plan administrator's  receipt of
          notice in writing of the death.

Neither we nor the plan  administrator can provide any assurance of a profit, or
protect a participant from a loss, on shares of our common stock purchased under
the plan. These  limitations of liability do not affect any liabilities  arising
under the federal securities laws, including the Securities Act.

     The plan  administrator may resign as plan administrator of the plan at any
time, in which case we will appoint a successor plan administrator. In addition,
we may replace the plan administrator with a successor plan administrator at any
time.

                                      -14-
<PAGE>

30.  WHAT HAPPENS IF WE MAKE A  DISTRIBUTION  OF SHARES OF COMMON STOCK OR SPLIT
     OUR SHARES?

     If there is a  distribution  payable  in  shares of our  common  stock or a
common  stock  split,  the plan  administrator  will  receive  and credit to the
participant's  plan account the  applicable  number of whole  and/or  fractional
shares of common stock based on the number of shares of common stock held in the
participant's  plan account and  registered  in the  participant's  name.  If we
effect a reverse  stock split,  the number of shares held in each  participant's
plan account will be proportionately reduced.

31.  WHAT HAPPENS IF WE HAVE A RIGHTS OFFERING?

     If we have a rights offering in which  separately  tradable and exercisable
rights are issued to registered  holders of shares of our common stock,  we will
transfer the rights  attributable  to whole shares of our common stock held in a
participant's  plan account and registered in the participant's name to the plan
participant as promptly as practicable after the rights are issued.

32.  MAY A  PARTICIPANT  PLEDGE  SHARES OF COMMON  STOCK HELD IN HIS OR HER PLAN
     ACCOUNT?

     A participant  may not pledge shares of our common stock held in his or her
plan account,  and any such  purported  pledge will be void. A  participant  who
wishes to pledge shares of our common stock must request that a certificate  for
those  shares  first be issued in the  participant's  name or  transferred  to a
brokerage account.

33.  MAY WE SUSPEND OR TERMINATE THE PLAN?

     We may  suspend  or  terminate  the  plan at any  time.  If we  suspend  or
terminate the plan, all funds held by us for investment will be returned without
interest.  We also  reserve the right to modify,  suspend,  terminate  or refuse
participation in the plan to any person at any time.

34.  MAY WE AMEND THE PLAN?

     We may  amend  or  supplement  the  plan  at any  time.  Any  amendment  or
supplement  will only be effective  upon mailing  appropriate  written notice at
least 30 days prior to the effective date thereof to each  participant.  Written
notice  is not  required  when  an  amendment  or  supplement  is  necessary  or
appropriate  to comply with the rules or policies of the Securities and Exchange
Commission,  the Internal Revenue Service or other regulatory  authority or law,
or when an  amendment or  supplement  does not  materially  affect the rights of
participants.  The  amendment or  supplement  will be deemed to be accepted by a
participant unless,  prior to the effective date thereof, the plan administrator
receives written notice of the termination of a participant's plan account.  Any
amendment may include an  appointment  by the plan  administrator  or by us of a
successor bank or agent,  in which event we are authorized to pay that successor
bank  or  agent  for  the  account  of the  participant  all  distributions  and
distributions  payable on shares of our common stock held by the participant for
application by that successor bank or agent as provided in the plan.

35.  WHAT HAPPENS IF WE TERMINATE THE PLAN?

     If the plan is terminated,  each participant will receive (1) a certificate
for all whole shares of our common stock held in the participant's  plan account
and (2) a check  representing  the value of any fractional  shares of our common
stock held in the  participant's  plan account and any uninvested  distributions
held in the account.

36.  WHO INTERPRETS AND REGULATES THE PLAN?

     We are authorized to issue such interpretations, adopt such regulations and
take such action as we may deem reasonably necessary to effectuate the plan. Any
action  we or the plan  administrator  take to  effectuate  the plan in the good
faith exercise of our judgment will be binding on participants.

                                      -15-
<PAGE>
                                 USE OF PROCEEDS

     Unless otherwise described in a prospectus supplement, we intend to use the
net proceeds from the sale of our common stock offered  pursuant to the plan for
general corporate purposes, which may include acquisitions,  investments and the
repayment  of  indebtedness  outstanding  at a  particular  time.  Pending  this
utilization,  the proceeds from the sale of our common stock offered pursuant to
the plan will be invested in  short-term,  dividend-paying  or  interest-bearing
investment grade securities.

                              PLAN OF DISTRIBUTION

     Subject  to the  discussion  below,  we will  distribute  newly  issued  or
treasury shares of our common stock sold under the plan,  rather than through an
underwriter,  broker or dealer. There are no brokerage commissions in connection
with the purchases of such newly issued or treasury shares of common stock.

     In connection with the  administration  of the plan, we may be requested to
approve  investments  made  pursuant to  requests  for waiver by or on behalf of
participants or other investors who may be engaged in the securities business.

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

     From time to time, financial intermediaries, including brokers and dealers,
and other  persons may engage in  positioning  transactions  in order to benefit
from any waiver  discounts  applicable to investments  made pursuant to requests
for waiver under the plan.  Those  transactions  may cause  fluctuations  in the
trading  volume of our common  stock.  Financial  intermediaries  and such other
persons who engage in positioning transactions may be deemed to be underwriters.
We have no arrangements or understandings,  formal or informal,  with any person
relating  to the sale of shares of our  common  stock to be  received  under the
plan. We reserve the right to modify, suspend or terminate  participation in the
plan by otherwise eligible persons to eliminate  practices that are inconsistent
with the purpose of the plan.

     We will pay any and all brokerage commissions and related expenses incurred
in connection with purchases of our common stock under the plan. Upon withdrawal
by a  participant  from the plan by the sale of shares of our common  stock held
under the plan,  the  participant  will receive the proceeds of that sale less a
service charge, brokerage commission and any applicable  withholdings,  transfer
or other taxes.

     Our common stock may not be available under the plan in all states.  We are
not  making an offer to sell our  common  stock in any state  where the offer or
sale is not permitted.

                         SALES OF SHARES BY PARTICIPANTS

     Participants  that  request the sale of any of their shares of common stock
held in the plan must pay a service  charge  equal to $15.00,  plus a commission
currently  equal to $0.12 per share,  plus any applicable  taxes.  Shares of our
common stock may not be available under the plan in all states.  This prospectus
does not constitute an offer to sell, or a solicitation  of an offer to buy, any
shares  of our  common  stock  or other  securities  in any  state or any  other
jurisdiction  to any  person to whom it is  unlawful  to make such offer in such
jurisdiction.

                                      -16-
<PAGE>
                       VALIDITY OF THE OFFERED SECURITIES

     Sullivan  &  Worcester  LLP,  Boston,  Massachusetts,  will  pass  upon the
validity of the common stock offered pursuant to this prospectus.  As to certain
matters of Pennsylvania  law, Sullivan & Worcester LLP will rely upon an opinion
of Ballard  Spahr Andrews & Ingersoll,  LLP,  Philadelphia,  Pennsylvania.  Jas.
Murray  Howe is of counsel to  Sullivan & Worcester  LLP and  beneficially  owns
45,000 shares of common stock.

                                     EXPERTS

     The consolidated financial statements of Iron Mountain Incorporated and its
subsidiaries  for the three years ended December 31, 2000, and its  supplemental
schedule,  Valuation and Qualifying  Accounts,  included in its Annual Report on
Form 10-K for the year  ended  December  31,  2000,  dated  March  23,  2001 and
incorporated by reference into this registration statement, have been audited by
Arthur  Andersen  LLP,  independent  public  accountants,  as set forth in their
reports. In their report on Iron Mountain's  consolidated  financial statements,
that firm states  that,  with  respect to certain  subsidiaries,  its opinion is
based on the report of RSM Robson Rhodes,  independent public  accountants.  The
consolidated financial statements and supporting schedule referred to above have
been  incorporated  by reference  herein in reliance upon the authority of those
two firms as experts in giving said reports.

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

     The  financial  statements  of Data Base,  Inc. and Affiliate for the three
years ended  December 31, 1998,  included in Iron  Mountain's  Current Report on
Form 8-K dated April 16, 1999, have been audited by Moss Adams LLP,  independent
public accountants,  as indicated in their report with respect thereto,  and are
incorporated by reference  herein in reliance upon the authority of said firm as
experts in giving said report.

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

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and current reports,  proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information  on file at the SEC's  public  reference  room at 450 Fifth  Street,
N.W.,  Washington,  D.C.  20549.  You can request copies of those documents upon
payment of a duplicating fee to the SEC.  Please call the SEC at  1-800-SEC-0330
for further  information on the operation of the public reference rooms. You can
review our SEC filings and the  registration  statement by  accessing  the SEC's
Internet site at http://www.sec.gov.  Our common stock is listed on the New York
Stock Exchange where reports,  proxy statements and other information concerning
us can also be  inspected.  The  offices  of the NYSE  are  located  at 20 Broad
Street, New York, New York 10005.

                       DOCUMENTS INCORPORATED BY REFERENCE

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

                                      -17-
<PAGE>
We incorporate by reference the following documents filed by us:

     o    Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          2000.

     o    Quarterly  Reports on Form 10-Q for the quarters  ended March 31, June
          30 and September 30, 2001.

     o    Current  Reports  on Form 8-K filed  March 23,  2001,  April 3,  2001,
          September 7, 2001, September 17, 2001 and December 13, 2001.

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

In addition to the  documents  listed  above,  we  incorporate  by reference any
future filings made by us, including  filings made prior to the effectiveness of
this  registration  statement,  with the SEC under Section 13(a),  13(c),  14 or
15(d)  of the  Securities  Exchange  Act  of  1934  until  our  offering  of the
securities made by this prospectus is completed or terminated.

     We will provide you with a copy of the information we have  incorporated by
reference,  excluding exhibits other than those to which we specifically  refer.
You may obtain this  information at no cost by writing or telephoning us at: 745
Atlantic  Avenue,  Boston,  Massachusetts  02111,  (617)  535-4799,   Attention:
Investor Relations.


                                      -18-
<PAGE>

                                   SCHEDULE A

                  IMPORTANT DATES FOR OPTIONAL CASH INVESTMENTS

                                   (2002-2003)

THRESHOLD PRICE AND
  WAIVER DISCOUNT       CASH PURCHASE        PRICING PERIOD      CASH PURCHASE
 ANNOUNCEMENT DATE         DUE DATE        COMMENCEMENT DATE    INVESTMENT DATE

     03/05/02              03/07/02             03/08/02            03/25/02
     04/05/02              04/09/02             04/10/02            04/25/02
     05/07/02              05/09/02             05/10/02            05/28/02
     06/05/02              06/07/02             06/10/02            06/25/02
     07/05/02              07/09/02             07/10/02            07/25/02
     08/06/02              08/08/02             08/09/02            08/26/02
     09/05/02              09/09/02             09/10/02            09/25/02
     10/07/02              10/09/02             10/10/02            10/25/02
     11/05/02              11/07/02             11/08/02            11/25/02
     12/05/02              12/09/02             12/10/02            12/26/02
     01/06/03              01/08/03             01/09/03            01/27/03
     02/04/03              02/06/03             02/07/03            02/25/03
     03/05/03              03/07/03             03/10/03            03/25/03
     04/04/03              04/08/03             04/09/03            04/25/03
     05/06/03              05/08/03             05/09/03            05/27/03
     06/05/03              06/09/03             06/10/03            06/25/03
     07/07/03              07/09/03             07/10/03            07/25/03
     08/05/03              08/07/03             08/08/03            08/25/03
     09/05/03              09/09/03             09/10/03            09/25/03
     10/07/03              10/09/03             10/10/03            10/27/03
     11/05/03              11/07/03             11/10/03            11/25/03
     12/05/03              12/09/03             12/10/03            12/26/03


<TABLE>
<CAPTION>

                           IMPORTANT TELEPHONE NUMBERS

TO OBTAIN                                                                                     CALL
<S>                                                                                          <C>
Information Concerning Your Plan Account..................................................... (866) 897-1803
Authorization and enrollment forms,.......................................................... (866) 897-1803
Whether Requests for Waiver are being accepted; Price and Discount Information............... (617) 535-4799
Requests for Waiver.......................................................................... (617) 535-4799
</TABLE>

                                      -19-

<PAGE>
                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14.          Other Expenses of Issuance and Distribution

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

    Registration Fee Under Securities Act of 1933.........       $108,750
    Blue Sky Fees and Expenses............................         10,000
    Legal Fees and Expenses...............................        300,000
    Accounting Fees and Expenses..........................        300,000
    Printing and Engraving Expenses.......................        100,000
    Trustee's Fees (including counsel fees)...............        100,000
    Rating Agencies Fees..................................        100,000
    Miscellaneous Fees and Expenses.......................        100,000
                                                               ----------
         Total:...........................................     $1,118,750
                                                               ==========
Item 15. Indemnification of Directors and Officers

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

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

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

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

    Section 1744 provides that unless  ordered by a court,  any  indemnification
under Section 1741 or 1742 shall be made by the corporation as authorized in the
specific case upon a determination  that  indemnification of a Representative is
proper because the  Representative met the applicable  standard of conduct,  and
such  determination will be made by the board of directors by a majority vote of
a quorum of directors  not parties to the action or  proceeding;  if a quorum is
not  obtainable or is obtainable  and a majority of  disinterested  directors so
directs,  by  independent  legal  counsel  in  a  written  opinion;  or  by  the
shareholders.
                                      II-1
<PAGE>
    Section  1745  provides  that  expenses  incurred  by  a  Representative  in
defending any action or proceeding  referred to in Subchapter D of Chapter 17 of
the PBCL may be paid by the  corporation in advance of the final  disposition of
such action or proceeding upon receipt of any undertaking by or on behalf of the
Representative to repay such amount if it shall ultimately be determined that he
or she is not entitled to be indemnified by the corporation.

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

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

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

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

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

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

Item 16. Exhibits

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


                                      II-2
<PAGE>

<TABLE>
<CAPTION>

 Exhibit No.                                        Item                                               Exhibit
 -----------                                        ----                                               -------
<S>           <C>                                                                                  <C>
     1.1       Form of Underwriting Agreement (for Debt Securities).                                      *

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

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

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

     1.5       Form of Underwriting Agreement (for Warrants).                                             *

     1.6       Form of Underwriting Agreement (for Stock Purchase Contracts).                             *

     1.7       Form of Underwriting Agreement (for Stock Purchase Units).                                 *

     1.8       Form of Underwriting Agreement (for Trust Preferred Securities).                           *

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

     2.2       Amendment No. 1 to Asset Purchase and Sale Agreement, dated May 1, 2000, by             (2.1)6
               and among IMRM, Data Storage Center, Inc., DSC of Florida, Inc., DSC of
               Massachusetts, Inc., Suddath Van Lines, Inc. and Suddath Family Trust U/A
               11/8/79.

     2.3       Agreement  and Plan of Merger,  dated as of October  20,  1999,  by and between         (2.1)4
               Iron Mountain and Pierce Leahy.

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

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

     4.1       Form of Senior Indenture.                                                           Filed herewith as
                                                                                                      Exhibit 4.1

     4.2       Form of Senior Subordinated Indenture.                                              Filed herewith as
                                                                                                      Exhibit 4.2

     4.3       Form of Subordinated Indenture.                                                     Filed herewith as
                                                                                                      Exhibit 4.3

     4.4       Form of Senior Debt Security.                                                              *

     4.5       Form of Senior Subordinated Debt Security.                                                 *

     4.6       Form of Subordinated Debt Security.                                                        *

     4.7       Form of stock certificate representing shares of Common Stock, $.01 par value           (4.1)5
               per share, of the Company.

     4.8       Form of Statement with Respect to Shares for shares of Preferred Stock, $.01               *
               par value per share, of the Company.

</TABLE>

                                      II-3
<PAGE>
<TABLE>
<CAPTION>

 Exhibit No.                                        Item                                               Exhibit
 -----------                                        ----                                               -------
<S>           <C>                                                                                  <C>

     4.9       Form of stock certificate representing shares of Preferred Stock, $.01 par                 *
               value per share, of the Company.

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

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

    4.12       Form of Stock Purchase Contract.                                                           *

    4.13       Form of Stock Purchase Unit.                                                               *

    4.14       Declaration  of Trust of IM Capital Trust I, dated as of December                       (4.15)9
               10, 2001, among the Company, The Bank of New York, The Bank of
               New York (Delaware) and John P. Lawrence, as trustees.

    4.15       Form of Amended and Restated Declaration of Trust of IM Capital Trust I.                (4.16)9

    4.16       Certificate of Trust of IM Capital Trust I.                                             (4.17)9

    4.17       Form of Trust Preferred Security.                                                     Included in
                                                                                                    Exhibit 4.15

    4.18       Form of Iron Mountain Incorporated Guarantee Agreement.                                 (4.19)9

     5.1       Opinion of Sullivan & Worcester LLP.                                                    (5.1)9

     5.2       Opinion of Ballard Spahr Andrews & Ingersoll, LLP.                                      (5.2)9

     5.3       Opinion of Richards, Layton & Finger, P.A., relating to IM Capital Trust I.             (5.3)9

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

     12        Statement Regarding Computation of Ratios of Earnings to Fixed Charges.                  (12)9

    23.1       Consent of Sullivan & Worcester LLP.                                                  Included in
                                                                                                     Exhibit 5.1

    23.2       Consent of Ballard Spahr Andrews & Ingersoll, LLP.                                    Included in
                                                                                                     Exhibit 5.2

    23.3       Consent of Richards, Layton & Finger, P.A.                                            Included in
                                                                                                     Exhibit 5.3

    23.4       Consent of Arthur Andersen LLP (Iron Mountain Incorporated, Pennsylvania).              (23.4)9

    23.5       Consent of Arthur Andersen LLP (Iron Mountain Incorporated, Pennsylvania                (23.5)9
               (f/k/a Pierce Leahy Corp.)).

    23.6       Consent of RSM Robson Rhodes (Iron Mountain Europe Limited (f/k/a Britannia             (23.6)9
               Data Management Limited)).

    23.7       Consent of Moss Adams LLP (Data Base, Inc. and Affiliate).                              (23.7)9

    23.8       Consent of Deloitte & Touche LLP (Data Storage Center, Inc.).                           (23.8)9

     24        Powers of Attorney.                                                                      (24)9

    25.1       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act              *
               of 1939, as amended, of the trustee under the Senior Indenture.

</TABLE>

                                      II-4
<PAGE>
<TABLE>
<CAPTION>

 Exhibit No.                                        Item                                               Exhibit
 -----------                                        ----                                               -------
<S>           <C>                                                                                  <C>

    25.2       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act              *
               of 1939, as amended, of the trustee under the Senior Subordinated Indenture.

    25.3       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act              *
               of 1939, as amended, of the trustee under the Subordinated Indenture.

    25.4       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act       Filed herewith as
               of 1939, as amended, of the trustee under the Amended and Restated Declaration         Exhibit 25.4
               of Trust of IM Capital Trust I.

    25.5       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act       Filed herewith as
               of 1939, as amended, of the trustee under the Iron Mountain Incorporated               Exhibit 25.5
               Guarantee Agreement for IM Capital Trust I.

-------------
<FN>

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

1.       Filed as an exhibit to the Company's  Annual Report on Form 10-K for the year ended December 31, 1998,  filed with the SEC,
         File No. 0-27584.
2.       Filed as an exhibit to the Company's Current Report on Form 8-K dated April 16, 1999, filed with the SEC, File No. 0-27584.
3.       Filed as an exhibit to the Company's  Annual Report on Form 10-K for the year ended December 31, 1999,  filed with the SEC,
         File No. 1-13045.
4.       Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, filed with the
         SEC, File No. 1-14937.
5.       Filed as an exhibit to the  Company's  Current  Report on Form 8-K dated  February  1, 2000,  filed with the SEC,  File No.
         1-13045.
6.       Filed as an exhibit to the Company's  Quarterly  Report on Form 10-Q for the quarter  ended March 31, 2000,  filed with the
         SEC, File No. 1-13045.
7.       Filed as an exhibit to Amendment No. 1 to the Company's Registration Statement No. 333-54030, filed with the SEC on January
         29, 2001.
8.       Filed as an exhibit to the Company's  Quarterly  Report on Form 10-Q for the quarter  ended March 31, 2001,  filed with the
         SEC, File No. 1-13045.
9.       Filed as an exhibit to the Company's Registration Statement No. 333-75068, filed with the SEC on December 13, 2001.
</FN>
</TABLE>

                                      II-5
<PAGE>
Item 17.          Undertakings

(a) The undersigned registrants hereby undertake:

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

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act of 1933, as amended (the "Securities Act");

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

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

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

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

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

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

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

                                      II-6
<PAGE>

(d)  The undersigned registrants hereby undertake that:

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

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

(e)  The undersigned registrants hereby undertake to file an application for the
     purpose  of  determining  the  eligibility  of each  trustee  to act  under
     subsection  (a) of  Section  310 of the  Trust  Indenture  Act of 1939,  as
     amended  (the  "Act"),   in  accordance  with  the  rules  and  regulations
     prescribed by the SEC under Section 305(b)(2) of the Act.


                                      II-7
<PAGE>
                                   SIGNATURES

    Pursuant to the  requirements of the Securities  Act, the Company  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused  this  registration  statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Boston, Commonwealth of Massachusetts, on February 11, 2002.

                                  IRON MOUNTAIN INCORPORATED


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


    Pursuant  to the  requirements  of the  Securities  Act,  this  registration
statement  on Form S-3 has been  signed  below by the  following  persons in the
capacities and on the dates indicated.



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

*_____________________    Chairman, Chief Executive Officer,   February 11, 2002
C. Richard Reese          President and Director

/s/ John F. Kenny, Jr.    Executive Vice President, Chief      February 11, 2002
John F. Kenny, Jr.        Financial Officer and Director

*_____________________    Director                             February 11, 2002
Clarke H. Bailey

*_____________________    Director                             February 11, 2002
Constantin R. Boden

*_____________________    Director                             February 11, 2002
Kent P. Dauten

______________________    Director                             February 11, 2002
Eugene B. Doggett

                                      II-8
<PAGE>

*_____________________    Director                             February 11, 2002
B. Thomas Golisano

*_____________________    Director                             February 11, 2002
Arthur D. Little

*_____________________    Director                             February 11, 2002
J. Peter Pierce

*_____________________    Director                             February 11, 2002
Howard D. Ross

*_____________________    Director                             February 11, 2002
Vincent J. Ryan

*_____________________    Vice President and                   February 11, 2002
Jean A. Bua               Corporate Controller


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



                                      II-9
<PAGE>


    Pursuant to the  requirements  of the  Securities  Act,  IM Capital  Trust I
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Boston,  Commonwealth of Massachusetts,  on February
11, 2002.

                         IM CAPITAL TRUST I

                         By: Iron Mountain Incorporated, as Sponsor


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

                                   II-10
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Act, Arcus Data Security,
LLC, COMAC,  Inc., DSI Technology Escrow Services,  Inc., Iron Mountain Business
Trust #1, Iron Mountain  Confidential  Destruction  LLC,  Iron Mountain  Global,
Inc., Iron Mountain Global, LLC, Iron Mountain Information Management,  Inc. and
Mountain  Real Estate  Assets,  Inc.  have each duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Boston,  Commonwealth of Massachusetts,  on February
11, 2002.


                               COMAC, INC.
                               DSI TECHNOLOGY ESCROW SERVICES, INC.
                               IRON MOUNTAIN GLOBAL, INC.
                               IRON MOUNTAIN INFORMATION MANAGEMENT, INC.
                               MOUNTAIN REAL ESTATE ASSETS, INC.



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


                               IRON MOUNTAIN CONFIDENTIAL DESTRUCTION LLC



                               By:  Iron Mountain Information Management, Inc.
                                       Its Manager

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



                               IRON MOUNTAIN GLOBAL, LLC

                               By:  Iron Mountain Global, Inc.,
                                       Its Manager

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


                                     II-11
<PAGE>

                               ARCUS DATA SECURITY, LLC

                               By:  Iron Mountain Information Managment, Inc.
                                       Its Sole Member

                               By: *_______________________
                                       C. Richard Reese
                                        Sole Director

                               IRON MOUNTAIN BUSINESS TRUST #1

                               *___________________________
                               C. Richard Reese, Trustee

                               /s/ John F. Kenny, Jr.
                               John F. Kenny, Jr., Trustee

                               *___________________________
                               Garry B. Watzke, Trustee



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



                                     II-12
<PAGE>
<TABLE>
<CAPTION>

                                                   EXHIBIT INDEX


 Exhibit No.                                        Item                                               Exhibit
<S>           <C>                                                                                        <C>

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

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

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

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

     1.5       Form of Underwriting Agreement (for Warrants).                                             *

     1.6       Form of Underwriting Agreement (for Stock Purchase Contracts).                             *

     1.7       Form of Underwriting Agreement (for Stock Purchase Units).                                 *

     1.8       Form of Underwriting Agreement (for Trust Preferred Securities).                           *

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

     2.2       Amendment No. 1 to Asset Purchase and Sale Agreement, dated May 1, 2000, by             (2.1)6
               and among IMRM, Data Storage Center, Inc., DSC of Florida, Inc., DSC of
               Massachusetts, Inc., Suddath Van Lines, Inc. and Suddath Family Trust U/A
               11/8/79.

     2.3       Agreement  and Plan of Merger,  dated as of October  20,  1999,  by and between         (2.1)4
               Iron Mountain and Pierce Leahy.

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

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

     4.1       Form of Senior Indenture.                                                           Filed herewith as
                                                                                                      Exhibit 4.1

     4.2       Form of Senior Subordinated Indenture.                                              Filed herewith as
                                                                                                      Exhibit 4.2

     4.3       Form of Subordinated Indenture.                                                     Filed herewith as
                                                                                                      Exhibit 4.3

     4.4       Form of Senior Debt Security.                                                              *

     4.5       Form of Senior Subordinated Debt Security.                                                 *

     4.6       Form of Subordinated Debt Security.                                                        *

     4.7       Form of stock certificate representing shares of Common Stock, $.01 par value           (4.1)5
               per share, of the Company.

     4.8       Form of Statement with Respect to Shares for shares of Preferred Stock, $.01               *
               par value per share, of the Company.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
 Exhibit No.                                        Item                                               Exhibit
<S>           <C>                                                                                        <C>
     4.9       Form of stock certificate representing shares of Preferred Stock, $.01 par                 *
               value per share, of the Company.

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

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

    4.12       Form of Stock Purchase Contract.                                                           *

    4.13       Form of Stock Purchase Unit.                                                               *

    4.14       Declaration of Trust of IM Capital Trust I, dated as of December                        (4.15)9
               10, 2001, among the Company, The Bank of New York, The Bank of
               New York (Delaware) and John P. Lawrence, as trustees.

    4.15       Form of Amended and Restated Declaration of Trust of IM Capital Trust I.                (4.16)9

    4.16       Certificate of Trust of IM Capital Trust I.                                             (4.17)9

    4.17       Form of Trust Preferred Security.                                                     Included in
                                                                                                    Exhibit 4.15

    4.18       Form of Iron Mountain Incorporated Guarantee Agreement.                                 (4.19)9

     5.1       Opinion of Sullivan & Worcester LLP.                                                    (5.1)9

     5.2       Opinion of Ballard Spahr Andrews & Ingersoll, LLP.                                      (5.2)9

     5.3       Opinion of Richards, Layton & Finger, P.A., relating to IM Capital Trust I.             (5.3)9

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

     12        Statement Regarding Computation of Ratios of Earnings to Fixed Charges.                  (12)9

    23.1       Consent of Sullivan & Worcester LLP.                                                  Included in
                                                                                                     Exhibit 5.1

    23.2       Consent of Ballard Spahr Andrews & Ingersoll, LLP.                                    Included in
                                                                                                     Exhibit 5.2

    23.3       Consent of Richards, Layton & Finger, P.A.                                            Included in
                                                                                                     Exhibit 5.3

    23.4       Consent of Arthur Andersen LLP (Iron Mountain Incorporated, Pennsylvania).             (23.4)9

    23.5       Consent of Arthur Andersen LLP (Iron Mountain Incorporated, Pennsylvania               (23.5)9
               (f/k/a Pierce Leahy Corp.)).

    23.6       Consent of RSM Robson Rhodes (Iron Mountain Europe Limited (f/k/a Britannia            (23.6)9
               Data Management Limited)).

    23.7       Consent of Moss Adams LLP (Data Base, Inc. and Affiliate).                             (23.7)9

    23.8       Consent of Deloitte & Touche LLP (Data Storage Center, Inc.).                          (23.8)9

     24        Powers of Attorney.                                                                      (24)9

    25.1       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act              *
               of 1939, as amended, of the trustee under the Senior Indenture.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
 Exhibit No.                                        Item                                               Exhibit
<S>           <C>                                                                                        <C>
    25.2       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act              *
               of 1939, as amended, of the trustee under the Senior Subordinated Indenture.

    25.3       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act              *
               of 1939, as amended, of the trustee under the Subordinated Indenture.

    25.4       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act       Filed herewith as
               of 1939, as amended, of the trustee under the Amended and Restated Declaration         Exhibit 25.4
               of Trust of IM Capital Trust I.

    25.5       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act       Filed herewith as
               of 1939, as amended, of the trustee under the Iron Mountain Incorporated               Exhibit 25.5
               Guarantee Agreement for IM Capital Trust I.

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

1.       Filed as an exhibit to the Company's  Annual Report on Form 10-K for the year ended December 31, 1998,  filed with the SEC,
         File No. 0-27584.
2.       Filed as an exhibit to the Company's Current Report on Form 8-K dated April 16, 1999, filed with the SEC, File No. 0-27584.
3.       Filed as an exhibit to the Company's  Annual Report on Form 10-K for the year ended December 31, 1999,  filed with the SEC,
         File No. 1-13045.
4.       Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, filed with the
         SEC, File No. 1-14937.
5.       Filed as an exhibit to the  Company's  Current  Report on Form 8-K dated  February  1, 2000,  filed with the SEC,  File No.
         1-13045.
6.       Filed as an exhibit to the Company's  Quarterly  Report on Form 10-Q for the quarter  ended March 31, 2000,  filed with the
         SEC, File No. 1-13045.
7.       Filed as an exhibit to Amendment No. 1 to the Company's Registration Statement No. 333-54030, filed with the SEC on January
         29, 2001.
8.       Filed as an exhibit to the Company's  Quarterly  Report on Form 10-Q for the quarter  ended March 31, 2001,  filed with the
         SEC, File No. 1-13045.
9.       Filed as an exhibit to the Company's Registration Statement No. 333-75068, filed with the SEC on December 13, 2001.

</FN>
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>ex4-1.txt
<TEXT>
                                                                     Exhibit 4.1






                           IRON MOUNTAIN INCORPORATED





                                SENIOR INDENTURE


                      Dated as of [            ], 20[ ]





                       [                                ],


                                     Trustee










<PAGE>

                           IRON MOUNTAIN INCORPORATED

         Reconciliation and tie between Trust Indenture Act of 1939 and
                        Indenture, dated as of [ ], 20[ ]


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


<PAGE>

(b)               ............................................   2.5
ss.318(a)          ...........................................   10.1
(b)               ............................................   Not Applicable
(c)               ............................................   Not Applicable

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



<PAGE>

<TABLE>
<CAPTION>
                                Table of Contents
                                                                                                            Page

<S>                                                                                                           <C>
ARTICLE I.  DEFINITIONS AND INCORPORATION BY REFERENCE.........................................................1

         Section 1.1.      Definitions.........................................................................1
         Section 1.2.      Other Definitions...................................................................6
         Section 1.3.      Incorporation by Reference of Trust Indenture Act...................................6
         Section 1.4.      Rules of Construction...............................................................7

ARTICLE II.  THE SECURITIES....................................................................................7

         Section 2.1.      Issuable in Series..................................................................7
         Section 2.2.      Establishment of Terms of Series of Securities......................................8
         Section 2.3.      Execution and Authentication.......................................................10
         Section 2.4.      Registrar and Paying Agent.........................................................11
         Section 2.5.      Paying Agent to Hold Money in Trust................................................11
         Section 2.6.      Securityholder Lists...............................................................12
         Section 2.7.      Transfer and Exchange..............................................................12
         Section 2.8.      Mutilated, Destroyed, Lost and Stolen Securities...................................12
         Section 2.9.      Outstanding Securities.............................................................13
         Section 2.10.     Treasury Securities................................................................14
         Section 2.11.     Temporary Securities...............................................................14
         Section 2.12.     Cancellation.......................................................................14
         Section 2.13.     Defaulted Interest.................................................................14
         Section 2.14.     Record Date........................................................................15
         Section 2.15.     Global Securities..................................................................15
         Section 2.16.     CUSIP Numbers......................................................................16

ARTICLE III.  REDEMPTION......................................................................................16

         Section 3.1.      Notice to Trustee..................................................................16
         Section 3.2.      Selection of Securities to be Redeemed.............................................17
         Section 3.3.      Notice of Redemption...............................................................17
         Section 3.4.      Effect of Notice of Redemption.....................................................18
         Section 3.5.      Deposit of Redemption Price........................................................18
         Section 3.6.      Securities Redeemed in Part........................................................18

ARTICLE IV.  COVENANTS........................................................................................18

         Section 4.1.      Payment of Principal and Interest..................................................18
         Section 4.2.      SEC Reports........................................................................19
         Section 4.3.      Compliance Certificate.............................................................19
         Section 4.4.      Stay, Extension and Usury Laws.....................................................19
         Section 4.5.      Corporate Existence................................................................20
         Section 4.6.      Taxes..............................................................................20
         Section 4.7.      Maintenance of Office or Agency....................................................20
</TABLE>

                                       i
<PAGE>
<TABLE>
<CAPTION>
                                Table of Contents
                                   (continued)
                                                                                                            Page
<S>                                                                                                         <C>

ARTICLE V.  SUCCESSORS........................................................................................21

         Section 5.1.      Mergers, Consolidations or Sale of Assets..........................................21
         Section 5.2.      Successor Corporation Substituted..................................................21

ARTICLE VI.  DEFAULTS AND REMEDIES............................................................................22

         Section 6.1.      Events of Default..................................................................22
         Section 6.2.      Acceleration of Maturity...........................................................24
         Section 6.3.      Collection of Indebtedness and Suits for Enforcement by Trustee....................24
         Section 6.4.      Trustee May File Proofs of Claim...................................................25
         Section 6.5.      Trustee May Enforce Claims Without Possession of Securities........................26
         Section 6.6.      Application of Money Collected.....................................................26
         Section 6.7.      Limitation on Suits................................................................26
         Section 6.8.      Unconditional Right of Holders to Receive Principal and Interest...................27
         Section 6.9.      Restoration of Rights and Remedies.................................................27
         Section 6.10.     Rights and Remedies Cumulative.....................................................27
         Section 6.11.     Delay or Omission Not Waiver.......................................................27
         Section 6.12.     Control by Holders.................................................................28
         Section 6.13.     Waiver of Past Defaults............................................................28
         Section 6.14.     Undertaking for Costs..............................................................28

ARTICLE VII.  TRUSTEE.........................................................................................29

         Section 7.1.      Duties of Trustee..................................................................29
         Section 7.2.      Rights of Trustee..................................................................30
         Section 7.3.      Individual Rights of Trustee.......................................................31
         Section 7.4.      Trustee's Disclaimer...............................................................31
         Section 7.5.      Notice of Defaults.................................................................31
         Section 7.6.      Reports by Trustee to Holders......................................................32
         Section 7.7.      Compensation and Indemnity.........................................................32
         Section 7.8.      Replacement of Trustee.............................................................33
         Section 7.9.      Successor Trustee by Merger, etc...................................................34
         Section 7.10.     Eligibility; Disqualification......................................................34
         Section 7.11.     Preferential Collection of Claims Against Company..................................34

ARTICLE VIII.  LEGAL DEFEASANCE AND COVENANT DEFEASANCE.......................................................34

         Section 8.1.      Option to Effect Legal Defeasance or Covenant Defeasance...........................34
         Section 8.2.      Legal Defeasance and Discharge.....................................................34
         Section 8.3.      Covenant Defeasance................................................................35
         Section 8.4.      Conditions to Legal or Covenant Defeasance.........................................35

                                       ii
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                Table of Contents
                                   (continued)
                                                                                                            Page
<S>                                                                                                         <C>
         Section 8.5.      Deposited Money and Government Securities to be Held in Trust; Other
                                 Miscellaneous Provisions.....................................................37
         Section 8.6.      Repayment to Company...............................................................37
         Section 8.7.      Reinstatement......................................................................38

ARTICLE IX.  AMENDMENTS AND WAIVERS...........................................................................38

         Section 9.1.      Without Consent of Holders.........................................................38
         Section 9.2.      With Consent of Holders............................................................39
         Section 9.3.      Limitations........................................................................39
         Section 9.4.      Compliance with Trust Indenture Act................................................40
         Section 9.5.      Revocation and Effect of Consents..................................................40
         Section 9.6.      Notation on or Exchange of Securities..............................................41
         Section 9.7.      Trustee to Sign Amendments; Trustee Protected......................................41

ARTICLE X.  MISCELLANEOUS.....................................................................................41

         Section 10.1.     Trust Indenture Act Controls.......................................................41
         Section 10.2.     Notices............................................................................41
         Section 10.3.     Communication by Holders with Other Holders........................................42
         Section 10.4.     Certificate and Opinion as to Conditions Precedent.................................42
         Section 10.5.     Statements Required in Certificate or Opinion......................................43
         Section 10.6.     Rules by Trustee and Agents........................................................43
         Section 10.7.     Legal Holidays.....................................................................43
         Section 10.8.     No Personal Liability of Directors, Officers, Employees and Stockholders...........43
         Section 10.9.     Counterparts.......................................................................44
         Section 10.10     Governing Laws.....................................................................44
         Section 10.11.    No Adverse Interpretation of Other Agreements......................................44
         Section 10.12.    Successors.........................................................................44
         Section 10.13.    Severability.......................................................................44
         Section 10.14.    Table of Contents, Headings, Etc...................................................44
         Section 10.15.    Securities in a Foreign Currency or in ECU.........................................44
         Section 10.16.    Judgment Currency..................................................................45

ARTICLE XI.  SINKING FUNDS....................................................................................46

         Section 11.1.     Applicability of Article...........................................................46
         Section 11.2.     Satisfaction of Sinking Fund Payments with Securities..............................46
         Section 11.3.     Redemption of Securities for Sinking Fund..........................................47

ARTICLE XII.  SUBSIDIARY GUARANTEES...........................................................................47

         Section 12.1.     Subsidiary Guarantee...............................................................47
         Section 12.2.     Limitation of Guarantor's Liability................................................49

</TABLE>
                                      iii

<PAGE>
                  Senior  Indenture  dated as of  ___________,  200_  among Iron
Mountain Incorporated,  a Pennsylvania corporation ("Company"),  [the guarantors
party hereto] and [ ], a [ ], 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,  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 [ ], Attention: [ ], 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).

                  "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.

                  "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.

                                      -2-
<PAGE>
                  "ECU" means the European  Currency  Unit as  determined by the
Commission of the European Union.

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

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

                  "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

                                      -3-
<PAGE>
Disqualified  Stock of such  Person  valued at the greater of its  voluntary  or
involuntary  maximum fixed repurchase  price,  plus accrued and unpaid dividends
(unless included in such maximum  repurchase price), (g) all obligations of such
Person under or with respect to Hedging  Obligations  which would be required to
be  reflected on the balance  sheet as a liability of such Person in  accordance
with  GAAP and (h) every  obligation  of the type  referred  to in  clauses  (a)
through (g) of another  Person and  dividends  of another  Person the payment of
which,  in either  case,  such  Person  has  guaranteed.  For  purposes  of this
definition,  the "maximum fixed repurchase price" of any Disqualified Stock that
does not have a fixed repurchase price will be calculated in accordance with the
terms of such Disqualified  Stock as if such Disqualified Stock were repurchased
on any date on which Indebtedness is required to be determined  pursuant to this
Indenture,  and if such price is based  upon,  or  measured  by, the fair market
value of such  Disqualified  Stock, such fair market value will be determined in
good faith by the board of directors of the issuer of such  Disqualified  Stock.
Notwithstanding  the foregoing,  trade accounts payable and accrued  liabilities
arising in the ordinary course of business and any liability for federal,  state
or  local  taxes or  other  taxes  owed by such  Person  will not be  considered
Indebtedness for purposes of this definition. The amount outstanding at any time
of any  Indebtedness  issued  with  original  issue  discount  is the  aggregate
principal  amount  at  maturity  of  such   Indebtedness,   less  the  remaining
unamortized  portion of the original issue discount of such Indebtedness at such
time, as determined in accordance with GAAP.

                  "Indenture"  means this Indenture as amended 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.

                  "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.

                                      -4-
<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.

                  "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.
                  "Restricted  Subsidiary"  shall have the  meaning set forth in
the applicable  supplemental  indenture as to each Series of Securities.  If not
defined  in the  applicable  supplemental  indenture,  then  there  shall  be no
Restricted Subsidiaries as to such Series.

                  "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.

                  "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.

                                      -5-
<PAGE>
                  "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.

TERM                                                           DEFINED IN
                                                                 SECTION

"Bankruptcy Law"                                                   6.1
"Benefited Party"                                                 12.1
"Covenant Defeasance"                                              8.3
"Custodian"                                                        6.1
"Event of Default"                                                 6.1
"Guarantor"                                                       12.1
"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
"optional sinking fund payment"                                   11.1
"Paying Agent"                                                     2.4
"Registrar"                                                        2.4
"Required Currency"                                               10.16
"Service Agent"                                                    2.4
"Successor Person"                                                 5.1

         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.

                                      -6-
<PAGE>

                  "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;

                  (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

                                      -7-
<PAGE>


differ  between  Series in respect of any matters,  provided  that all Series of
Securities  shall  be  equally  and  ratably  entitled  to the  benefits  of the
Indenture.

         Section 2.2. Establishment of Terms of Series of Securities.

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

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

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

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

                                      -8-
<PAGE>
                  2.2.9.  the dates, if any, on which and the price or prices at
which the  Securities  of the Series will be  repurchased  by the Company at the
option of the Holders  thereof and other  detailed  terms and provisions of such
repurchase obligations;

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

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

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

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

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

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

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

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

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

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

                  2.2.20. any other terms of the Securities of the Series (which
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.

                                      -9-
<PAGE>

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

         Section 2.3. Execution and Authentication.

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

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

                  A  Security  shall  not be valid  until  authenticated  by the
manual signature of the Trustee or an authenticating agent. 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.

                                      -10-
<PAGE>
                  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 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

                                      -11-
<PAGE>
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 all money held by it as Paying Agent.

         Section 2.6. Securityholder Lists.

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

         Section 2.7. Transfer and Exchange.

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

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

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

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

                  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

                                      -12-
<PAGE>
may be  required  by them to save  each of them and any  agent of either of them
harmless, then, in the absence of notice to the Company or the Trustee that such
Security has been acquired by a bona fide  purchaser,  the Company shall execute
and upon its request the  Trustee  shall  authenticate  and make  available  for
delivery, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same Series and of like tenor and  principal  amount and bearing a number
not contemporaneously outstanding.

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

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

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

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

         Section 2.9. Outstanding Securities.

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

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

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

                  A  Security  does not  cease  to be  outstanding  because  the
Company,  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

                                      -13-
<PAGE>

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.  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

                                      -14-
<PAGE>

fixed each such  special  record  date and  payment  date,  and shall,  promptly
thereafter,  notify the  Trustee of any such date.  At least 15 days  before the
special  record  date,  the Company (or the  Trustee,  in the name of and at the
expense of the  Company)  shall mail to  Securityholders  of the Series a notice
that states the special record date, the related  payment date and the amount of
such  interest  to be paid.  The Company and the  Guarantors  may pay  defaulted
interest in any other lawful manner.

         Section 2.14. Record Date.

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

         Section 2.15. Global Securities.

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

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

                                      -15-
<PAGE>
and may not be  transferred  except as a whole by the Depository to a nominee of
the  Depository,  by a nominee of the  Depository  to the  Depository or another
nominee  of  the  Depository  or by the  Depository  or any  such  nominee  to a
successor Depository or a nominee of such a successor Depository."

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

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

                  2.15.6.  Consents,   Declaration  and  Directions.  Except  as
provided in Section 2.15.5, 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

                                      -16-
<PAGE>

redemption  date,  (iii) the  principal  amount of  Securities of a Series to be
redeemed and (iv) the redemption price.

         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;

                                      -17-
<PAGE>
                  (e) that  Securities of the Series called for redemption  must
         be surrendered to the Paying Agent to collect the redemption price;

                  (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

         Section 4.1. Payment of Principal and Interest.

                                      -18-
<PAGE>
                  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.

                  Whether or not  required by the rules and  regulations  of the
SEC, so long as any Securities are outstanding,  the Company will furnish to the
Holders of Securities (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.

         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.

                                      -19-
<PAGE>
         Section 4.5. Corporate Existence.

                  Subject  to  Article  V of  the  Indenture  and  any  covenant
included in a supplemental indenture relating to the release of Guarantors,  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 Securities.

         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 C
ompany 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.

                                      -20-
<PAGE>
                                   ARTICLE V.
                                   SUCCESSORS

         Section 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:

                  (a) 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;

                  (b) the Person formed by or surviving  any such  consolidation
         or merger (if other than the Company) or the Person to which such sale,
         assignment, transfer, lease, conveyance or other disposition shall have
         been  made  assumes  all  the  obligations  of the  Company  under  the
         Securities  of a Series,  supplemental  indentures  applicable  to such
         Series and the  Indenture  (pursuant to a  supplemental  indenture in a
         form reasonably satisfactory to the Trustee);

                  (c) immediately  after such transaction no Default or Event of
         Default exists; and

                  (d) 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  applicable   supplemental
         indenture, if any, without regard to any enumerated exceptions.

         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.

                                      -21-
<PAGE>
                                  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 for 30 days in the payment when due of interest on
         any Security of that Series;

                  (b)  default  in  payment  when  due  of the  principal  of or
         premium, if any, on any Security of that Series;

                  (c)  failure  by the  Company  to comply  with any  "Change of
         Control" covenant included in a supplemental  indenture with respect to
         any Security of that Series;

                  (d) 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  Securities  of that  Series  then
         outstanding  to  comply  with  any  of  its  other  agreements  in  the
         Indenture,  any  supplemental  indenture  relating to such Series,  the
         Securities 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");

                  (e) 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  supplemental
         indenture relating to such Series 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;

                  (f) 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;

                                      -22-
<PAGE>
                  (g) 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

                  (h) 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;

                  (i) except as permitted  by the  Indenture,  any  supplemental
         indenture  relating to such Series 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; or

                  (j) 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.

                                      -23-
<PAGE>
         Section 6.2. Acceleration of Maturity.

                  If any  Event of  Default  (other  than an  Event  of  Default
specified in clauses (g) and (h) 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  Securities of a Series
by notice to the Company and the Trustee may declare the unpaid principal of and
any interest on all the Securities of that Series (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) to be due and payable immediately.

                  In  the  event  of  a  declaration  of   acceleration  of  the
Securities  of that  Series  because an Event of  Default  has  occurred  and is
continuing  as a result of the  acceleration  of any  Indebtedness  described in
clause (e) of Section 6.1 of the Indenture,  the  declaration of acceleration of
the Securities of that Series 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:

                  (a) the  annulment of the  acceleration  of the  Securities of
         that  Series  would  not  conflict  with any  judgment  or  decree of a
         competent jurisdiction and

                  (b) all  existing  Events of Default,  except  non-payment  of
         principal or
         interest  on the  Securities  of that  Series  that  became  due solely
         because  of the  acceleration  of such  Securities,  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 any make whole price or premium,  as
applicable,  that the  Company  would  have had to pay if the  Company  then had
elected to redeem the Securities of a Series pursuant to the optional redemption
provisions of the  Indenture,  if any, 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 Securities
of that Series.

         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

                                      -24-
<PAGE>

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  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,

                                      -25-
<PAGE>

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

                  Third:   To the Company.

         Section 6.7. Limitation on Suits.

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

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

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

                                      -26-
<PAGE>
                  (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  Article  XII  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.

         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.

                                      -27-
<PAGE>
                  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  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

                                      -28-
<PAGE>
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.

                  (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.

                                      -29-
<PAGE>
                  (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.

                  (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

                                      -30-
<PAGE>

         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 further inquiry or  investigation  into such facts or matters
         as it may see fit and,  if the  Trustee  shall  determine  to make such
         further inquiry or  investigation,  it shall be entitled to examine the
         books,  records and premises of the Company,  personally or by agent or
         attorney 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 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

                                      -31-
<PAGE>
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.

                  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.

                                      -32-
<PAGE>
                  When the Trustee incurs expenses or renders  services after an
Event  of  Default  specified  in  Section  6.1(g)  or (h)  (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;

                  (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.

                                      -33-
<PAGE>
                  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).

         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 VIII.

         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  Securities  of such Series and  related  Subsidiary
Guarantees   on  the  date  the   conditions   set  forth  below  are  satisfied
(hereinafter, "Legal

                                      -34-
<PAGE>
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 II 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  VIII.  Subject to
compliance  with this  Article  VIII,  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  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(f) and 6.1(i) 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:

                                      -35-
<PAGE>
                  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;

                  (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(g)
         and  6.1(h)  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

                                      -36-
<PAGE>
         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  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 a Legal  Defeasance  or a
Covenant Defeasance.

                  Anything in this Article VIII 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 a 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

                                      -37-
<PAGE>
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,  if any, 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.

                  Notwithstanding  Section  9.2 of the  Indenture,  without  the
consent of any Securityholder,  the Company,  the Guarantors and the Trustee may
amend or supplement the Indenture or the Securities:

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

                  (b) to provide for uncertificated Securities in addition to or
         in place of certificated Securities,

                  (c) to provide  for the  assumption  of the  Company's  or any
         Guarantor's  obligations  to  Holders  of a  Security  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 a Security  (including  providing
         for  additional  Subsidiary  Guarantees)  or that  does not  materially
         adversely  affect  the legal  rights  under the  Indenture  of any such
         Securityholder, or

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

                                      -38-
<PAGE>
                  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.

         Section 9.2. With Consent of Holders.

                  Except  as  provided  Section  9.1  and  Section  9.3  of  the
Indenture,  the  Indenture  or the  Securities  of a Series  may be  amended  or
supplemented with the consent of the Holders of at least a majority in principal
amount  of the  Securities  of each  Series  then  outstanding  affected  by the
supplemental  indenture  implementing  such  amendment or supplement  (including
consents  obtained  in  connection  with a tender  offer or  exchange  offer for
Securities),  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
Securities  of  such  Series,   except  a  payment  default  resulting  from  an
acceleration  that has been  rescinded) or compliance  with any provision of the
Indenture or the Securities of such Series may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding  Securities of
each Series affected by such supplemental  indenture implementing such amendment
or supplement  (including consents obtained in connection with a tender offer or
exchange offer for Securities).

                  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
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
Securities  as  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.

         Section 9.3. Limitations.

                  Without  the  consent  of  each  Securityholder  affected,  an
amendment  or  waiver  may  not  (with  respect  to  any  Securities  held  by a
non-consenting Holder of Securities):

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

                                      -39-
<PAGE>
                  (b) reduce the  principal  of or change the fixed  maturity of
         any  Security  or  alter  any of the  provisions  with  respect  to the
         redemption  of any Security in a manner  adverse to the Holders of such
         Security;

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

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

                  (e) make any Security  payable in money other than that stated
         in such Security;

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

                  (g) waive a  redemption  payment  with respect to any Security
         (other  than a payment  required  by any  "Change of Control" or "Asset
         Sale"  covenant  set  forth in a  supplemental  indenture  relating  to
         Securities of a Series);

                  (h) 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 Securityholders; or

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

                  It shall not be  necessary  for the  consent of the Holders of
Securities 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.

         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.

                                      -40-
<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 (h) 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

                                      -41-
<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:
                           ____________________
                           ____________________
                           Telecopier No.:  ______________
                Attention: Corporate Trust Trustee Administration

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

                  All  notices  and  communications  (other  than  those sent to
Securityholders)  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).

         Section 10.4. Certificate and Opinion as to Conditions Precedent.

                                      -42-
<PAGE>
                  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.

         Section 10.8. No Personal Liability of Directors,  Officers,  Employees
and Stockholders.

                                      -43-
<PAGE>
                  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 10.8. 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 10.9. 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 10.10. 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 10.11. 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 10.12. 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 10.13. Table of Contents, Headings, Etc.

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

         Section 10.14. Securities in a Foreign Currency or in ECU.

                                      -44-
<PAGE>
                  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 10.15. Judgment Currency.

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

                                      -45-
<PAGE>
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 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,

                                      -46-
<PAGE>
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"),  upon  execution of a supplemental  indenture,  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 when due or  performed  in
accordance with the terms of the extension or renewal,  whether at maturity,  by
acceleration or otherwise.  Failing payment when

                                      -47-
<PAGE>

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
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.

                                      -48-
<PAGE>
                  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  XII,  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.


                                      -49-
<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:
                                            Its:

                                        [Names of Guarantors]

                                        [Name of Trustee]

                                        By:
                                           -----------------------------------
                                            Name:
                                            Its:





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>ex4-2.txt
<TEXT>
                                                                     Exhibit 4.2

                           IRON MOUNTAIN INCORPORATED





                          SENIOR SUBORDINATED INDENTURE


                        Dated as of [            ], 200[_]





                         [                                ],


                                   as Trustee



<PAGE>
                           IRON MOUNTAIN INCORPORATED

         Reconciliation and tie between Trust Indenture Act of 1939 and
                        Indenture, dated as of [ ], 20[ ]


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


<PAGE>

(b)              ............................................   2.5
ss.318(a)        ............................................   10.1
(b)              ............................................   Not Applicable
(c)              ............................................   Not Applicable

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



<PAGE>
<TABLE>
<CAPTION>

                                Table of Contents
                                                                                            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......................7
         Section 1.4.  Rules of Construction..................................................8

ARTICLE II.  THE SECURITIES...................................................................8

         Section 2.1.  Issuable in Series.....................................................8
         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...................................12
         Section 2.6.  Securityholder Lists..................................................13
         Section 2.7.  Transfer and Exchange.................................................13
         Section 2.8.  Mutilated, Destroyed, Lost and Stolen Securities......................13
         Section 2.9.  Outstanding Securities................................................14
         Section 2.10.  Treasury Securities..................................................15
         Section 2.11.  Temporary Securities.................................................15
         Section 2.12.  Cancellation.........................................................15
         Section 2.13.  Defaulted Interest...................................................15
         Section 2.14.  Record Date..........................................................16
         Section 2.15.  Global Securities....................................................16
         Section 2.16.  CUSIP Numbers........................................................17

ARTICLE III.  REDEMPTION.....................................................................17

         Section 3.1.  Notice to Trustee.....................................................17
         Section 3.2.  Selection of Securities to be Redeemed................................18
         Section 3.3.  Notice of Redemption..................................................18
         Section 3.4.  Effect of Notice of Redemption........................................19
         Section 3.5.  Deposit of Redemption Price...........................................19
         Section 3.6.  Securities Redeemed in Part...........................................19

ARTICLE IV.  COVENANTS.......................................................................20

         Section 4.1.  Payment of Principal and Interest.....................................20
         Section 4.2.  SEC Reports...........................................................20
         Section 4.3.  Compliance Certificate................................................20
         Section 4.4.  Stay, Extension and Usury Laws........................................20
         Section 4.5.  Corporate Existence...................................................21
         Section 4.6.  Taxes.................................................................21
</TABLE>
                                      -i-
<PAGE>
<TABLE>
<CAPTION>
                                Table of Contents
                                   (continued)
                                                                                           Page


<S>                                                                                          <C>
         Section 4.7.  Maintenance of Office or Agency.......................................21

ARTICLE V.  SUCCESSORS.......................................................................22

         Section 5.1.  Mergers, Consolidations or Sale of Assets.............................22
         Section 5.2.  Successor Corporation Substituted.....................................22

ARTICLE VI.  DEFAULTS AND REMEDIES...........................................................23

         Section 6.1.  Events of Default.....................................................23
         Section 6.2.  Acceleration of Maturity..............................................25
         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

</TABLE>
                                      -ii-
<PAGE>
<TABLE>
<CAPTION>
                                Table of Contents
                                   (continued)
                                                                                           Page

<S>                                                                                          <C>
         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..........................................................40

         Section 9.1.  Without Consent of Holders............................................40
         Section 9.2.  With Consent of Holders...............................................40
         Section 9.3.  Limitations...........................................................41
         Section 9.4.  Compliance with Trust Indenture Act...................................42
         Section 9.5.  Revocation and Effect of Consents.....................................42
         Section 9.6.  Notation on or Exchange of Securities.................................42
         Section 9.7.  Trustee to Sign Amendments; Trustee Protected.........................42

ARTICLE X.  MISCELLANEOUS....................................................................43

         Section 10.1.  Trust Indenture Act Controls.........................................43
         Section 10.2.  Notices..............................................................43
         Section 10.3.  Communication by Holders with Other Holders..........................44
         Section 10.4.  Certificate and Opinion as to Conditions Precedent...................44
         Section 10.5.  Statements Required in Certificate or Opinion........................44
         Section 10.6.  Rules by Trustee and Agents..........................................45
         Section 10.7.  Legal Holidays.......................................................45
         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..........................................................46
         Section 10.13.  Severability........................................................46
         Section 10.14.  Table of Contents, Headings, Etc....................................46
         Section 10.15.  Securities in a Foreign Currency or in ECU..........................46
         Section 10.16.  Judgment Currency...................................................47

ARTICLE XI.  SINKING FUNDS...................................................................47

         Section 11.1.  Applicability of Article.............................................47
         Section 11.2.  Satisfaction of Sinking Fund Payments with Securities................48
         Section 11.3.  Redemption of Securities for Sinking Fund............................48

ARTICLE XII.  SUBSIDIARY GUARANTEES..........................................................49
</TABLE>
                                     -iii-
<PAGE>
<TABLE>
<CAPTION>
                                Table of Contents
                                   (continued)
                                                                                           Page

<S>                                                                                          <C>

         Section 12.1.  Subsidiary Guarantee.................................................49
         Section 12.2.  Limitation of Guarantor's Liability..................................50

ARTICLE XIII.  Subordination.................................................................51

         Section 13.1.  Agreement to Subordinate.............................................51
         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..........................................................54
         Section 13.8.  Relative Rights......................................................54
         Section 13.9.  Subordination May Not Be Impaired by Company.........................54
         Section 13.10.  Distribution or Notice to Representative............................54
         Section 13.11.  Rights of Trustee and Paying Agent..................................55
         Section 13.12.  Authorization to Effect Subordination...............................55
         Section 13.13.  Amendments..........................................................55
         Section 13.14.  Subordination of Subsidiary Guarantees..............................55
         Section 13.15.  Liquidation; Dissolution; Bankruptcy of a Guarantor.................55
         Section 13.16.  Default on Senior Debt of the Guarantor.............................56
         Section 13.17.  Acceleration of Securities; Duties of Guarantors....................57
         Section 13.18.  When Distribution from Guarantor Must Be Paid Over..................57
         Section 13.19.  Notice by a Guarantor...............................................58
         Section 13.20.  Subrogation with Respect to Any Guarantor...........................58
         Section 13.21.  Relative Rights with Respect to Any Guarantor.......................58
         Section 13.22.  Subordination May Not Be Impaired By Any Guarantor..................58
         Section 13.23.  Distribution or Notice to Representative with Respect to
                                  Any Guarantor..............................................59
         Section 13.24.  Rights of Trustee and Paying Agent with Respect to Any Guarantor....59
         Section 13.25.  Authorization to Effect Subordination with Respect to Any
                                  Guarantor..................................................59
         Section 13.26.  Amendments with Respect to Any Guarantor............................59

</TABLE>

                                      -iv-

<PAGE>
                  Senior  Subordinated  Indenture  dated as of [ ], 200[_] among
Iron  Mountain  Incorporated,  a  Pennsylvania  corporation  ("Company"),   [the
guarantors party hereto] and [ ], a [ ], 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,  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 [ ], Attention: [ ], 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 [                          ].

                  "Credit Agreement" means [                          ].

                  "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.

                  "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.

                                      -2-
<PAGE>
                   "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 [ ].

                  "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

                                      -3-
<PAGE>
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  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.

                                      -4-
<PAGE>
                  "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.

                  "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.

                  "Restricted  Subsidiary"  shall have the  meaning set forth in
the applicable  supplemental  indenture as to each Series of Securities.  If not
defined  in the  applicable  supplemental  indenture,  then  there  shall  be no
Restricted Subsidiaries as to such Series.

                  "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.

                                      -5-
<PAGE>
                  "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  or  any  Restricted
Subsidiary,  as the case may be, under the terms of this  Indenture,  unless the
instrument under which such Indebtedness is incurred  expressly provides that it
is on a parity with or  subordinated  in right of payment to the  Securities  or
subordinated  to  Senior  Debt on terms  substantially  similar  to those of the
Securities.  Notwithstanding  anything to the contrary in the foregoing,  Senior
Debt shall not include (i) any  liability  for  federal,  state,  local or other
taxes owed or owing by the Company,  (ii) any Indebtedness of the Company to any
of its  Subsidiaries or other  Affiliates,  (iii) any trade payables or (iv) any
Indebtedness that is incurred in violation of this Indenture  provided that such
Indebtedness  shall be deemed  not to have been  incurred  in  violation  of the
Indenture  for  purposes of this clause (iv) if, in the case of any  obligations
under the Credit  Agreement,  the holders of such  obligations or their agent or
representative  shall have  received a  representation  from the  Company to the
effect that the incurrence of such  Indebtedness does not violate the provisions
of this Indenture.

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

                  "Significant  Subsidiary" means any 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

                                      -6-
<PAGE>

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.

TERM                                                               DEFINED IN
                                                                     SECTION

"Bankruptcy Law"                                                        6.1
"Benefited Party"                                                      12.1
"Covenant Defeasance"                                                   8.3
"Custodian"                                                             6.1
"Event of Default"                                                      6.1
"Guarantor"                                                            12.1
"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
"optional sinking fund payment"                                        11.1
"Paying Agent"                                                          2.4
"Payment Blockage Notice"                                              13.3
"Payment Default"                                                      13.3
"Registrar"                                                             2.4
"Required Currency"                                                   10.16
"Service Agent"                                                         2.4
"Successor Person"                                                      5.1

         Section 1.3. Incorporation by Reference of Trust Indenture Act.

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

                  "Commission" means the SEC.

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

                                      -7-
<PAGE>

                  "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;

                  (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.

                                      -8-
<PAGE>

         Section 2.2. Establishment of Terms of Series of Securities.

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

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

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

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

                                      -9-
<PAGE>

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

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

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

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

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

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

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

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

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

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

                  2.2.20. any other terms of the Securities of the Series (which
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

                                      -10-
<PAGE>

above, and the authorized principal amount of any Series may not be increased to
provide for issuances of additional  Securities of such Series, unless otherwise
provided  in  such  Board  Resolution,   supplemental   indenture  or  Officers'
Certificate.

         Section 2.3. Execution and Authentication.

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

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

                  A  Security  shall  not be valid  until  authenticated  by the
manual signature of the Trustee or an authenticating agent. 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

                                      -11-
<PAGE>

authentication  by  the  Trustee  includes  authentication  by  such  agent.  An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate.

         Section 2.4. Registrar and Paying Agent.

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

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

                                      -12-
<PAGE>

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 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

                                      -13-
<PAGE>

bona fide purchaser,  the Company shall execute and upon its request the Trustee
shall  authenticate  and  make  available  for  delivery,  in lieu  of any  such
destroyed,  lost or stolen  Security,  a new  Security of the same Series and of
like  tenor and  principal  amount and  bearing a number  not  contemporaneously
outstanding.

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

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

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

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

         Section 2.9. Outstanding Securities.

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

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

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

                  A  Security  does not  cease  to be  outstanding  because  the
Company,  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

                                      -14-
<PAGE>

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.  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

                                      -15-
<PAGE>

Trustee of any such date. At least 15 days before the special  record date,  the
Company (or the Trustee, in the name of and at the expense of the Company) shall
mail to  Securityholders  of the Series a notice that states the special  record
date,  the related  payment date and the amount of such interest to be paid. The
Company  and the  Guarantors  may pay  defaulted  interest  in any other  lawful
manner.

         Section 2.14. Record Date.

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

         Section 2.15. Global Securities.

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

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

                                      -16-
<PAGE>

by a nominee of the  Depository  to the  Depository  or  another  nominee of the
Depository or by the Depository or any such nominee to a successor Depository or
a nominee of such a successor Depository."

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

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

                  2.15.6.  Consents,   Declaration  and  Directions.  Except  as
provided in Section 2.15.5, 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.

                                      -17-
<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;

                                      -18-
<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.

                                      -19-
<PAGE>

                                  ARTICLE IV.
                                   COVENANTS

         Section 4.1. Payment of Principal and Interest.

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

         Section 4.2. SEC Reports.

                  Whether or not  required by the rules and  regulations  of the
SEC, so long as any Securities are outstanding,  the Company will furnish to the
Holders of Securities (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.

         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

                                      -20-
<PAGE>

so)  hereby  expressly  waives  all  benefit  or  advantage  of any such law and
covenants that it will not, by resort to any such law,  hinder,  delay or impede
the  execution of any power herein  granted to the Trustee,  but will suffer and
permit the execution of every such power as though no such law has been enacted.

         Section 4.5. Corporate Existence.

                  Subject  to  Article  V of  the  Indenture  and  any  covenant
included in a supplemental indenture relating to the release of Guarantors,  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 Securities.

         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

                                      -21-
<PAGE>

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. 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:

                  (a) 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;

                  (b) the Person formed by or surviving  any such  consolidation
         or merger (if other than the Company) or the Person to which such sale,
         assignment, transfer, lease, conveyance or other disposition shall have
         been  made  assumes  all  the  obligations  of the  Company  under  the
         Securities  of a Series,  supplemental  indentures  applicable  to such
         Series and the  Indenture  (pursuant to a  supplemental  indenture in a
         form reasonably satisfactory to the Trustee);

                  (c) immediately  after such transaction no Default or Event of
         Default exists; and

                  (d) 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  applicable   supplemental
         indenture, if any, without regard to any enumerated exceptions.

         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

                                      -22-
<PAGE>

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 for 30 days in the payment when due of interest on
         any  Security  of  that  Series  (whether  or  not  prohibited  by  the
         subordination provisions of Article XIII of the Indenture);

                  (b)  default  in  payment  when  due  of the  principal  of or
         premium,  if any,  on any  Security  of  that  Series  (whether  or not
         prohibited  by the  subordination  provisions  in  Article  XIII of the
         Indenture);

                  (c)  failure  by the  Company  to comply  with any  "Change of
         Control" covenant included in a supplemental  indenture with respect to
         any Security of that Series;

                  (d) 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  Securities  of that  Series  then
         outstanding  to  comply  with  any  of  its  other  agreements  in  the
         Indenture,  any  supplemental  indenture  relating to such Series,  the
         Securities 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");

                  (e) 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  supplemental
         indenture relating to such Series 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,

                                      -23-
<PAGE>

                  exceeds $10.0 million;

                  (f) 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;

                  (g) 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

                  (h) 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;

                  (i) except as permitted  by the  Indenture,  any  supplemental
         indenture  relating to such Series 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; or

                                      -24-
<PAGE>

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

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

         Section 6.2. Acceleration of Maturity.

                  If any  Event of  Default  (other  than an  Event  of  Default
specified in clauses (g) and (h) 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  Securities of a Series
by notice to the Company and the Trustee may declare the unpaid principal of and
any interest on all the Securities of that Series (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)  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 Securities of a Series, the principal,  premium,  if any, and interest on
such Securities will not be payable until the earlier of:

                  (a) the day which is five Business  Days after written  notice
         of acceleration is received by the Company and the Credit Agent or

                  (b) the date of  acceleration  of the  Indebtedness  under the
         Credit  Agreement.  If an Event of Default specified in clauses (g) and
         (h) 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  Securities of that Series will become  immediately
         due and payable without further action or notice.

                  In  the  event  of  a  declaration  of   acceleration  of  the
Securities  of that  Series  because an Event of  Default  has  occurred  and is
continuing  as a result of the  acceleration  of any  Indebtedness  described in
clause (e) of Section 6.1 of the Indenture,  the  declaration of acceleration of
the Securities of that Series 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:

                  (a) the  annulment of the  acceleration  of the  Securities of
         that  Series  would  not  conflict  with any  judgment  or  decree of a
         competent jurisdiction and

                  (b) all  existing  Events of Default,  except  non-payment  of
         principal or interest on the  Securities of that Series that became due
         solely because of the acceleration of such Securities,  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

                                      -25-
<PAGE>

payment of any make whole  price or  premium,  as  applicable,  that the Company
would have had to pay if the Company  then had elected to redeem the  Securities
of a Series pursuant to the optional redemption provisions of the Indenture,  if
any, 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 Securities of that Series.

         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

                                      -26-
<PAGE>
shall  then be due  and  payable  as  therein  expressed  or by  declaration  or
otherwise and  irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue  principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

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

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

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

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

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

                  All rights of action and claims  under this  Indenture  or the
Securities may be prosecuted and enforced by the Trustee  without the possession
of any of the  Securities or the production  thereof in any proceeding  relating
thereto,  and any such proceeding  instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after  provision  for the  payment  of the  reasonable  compensation,  expenses,
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;

                                      -27-
<PAGE>

                  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.

         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.

                                      -28-
<PAGE>

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

         Section 6.10. Rights and Remedies Cumulative.

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

         Section 6.11. Delay or Omission Not Waiver.

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

         Section 6.12. Control by Holders.

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

                  (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.

                                      -29-
<PAGE>

                  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  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

                                      -30-
<PAGE>
                  Trustee, the Trustee shall examine such Officers' Certificates
                  and  Opinions  of  Counsel  to  determine  whether or not they
                  conform to the requirements of this Indenture.

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

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

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

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

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

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

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

                  (g) No provision of this  Indenture  shall require the Trustee
         to risk its own funds or otherwise incur any financial liability in the
         performance  of any of its  duties,  or 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.

                                      -31-
<PAGE>

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

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

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

                  (e) The Trustee may consult with counsel 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 further inquiry or  investigation  into such facts or matters
         as it may see fit and,  if the  Trustee  shall  determine  to make such
         further inquiry or  investigation,  it shall be entitled to examine the
         books,  records and premises of the Company,  personally or by agent or
         attorney 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.

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<PAGE>

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate with the same rights it would have if it were not Trustee. 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(g)  or (h)  (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 VIII.

         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  Securities  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 II 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  VIII.
Subject to  compliance  with this  Article  VIII,  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  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

                                      -36-
<PAGE>

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(f) and 6.1(i) 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;

                  (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

                                      -37-
<PAGE>

         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(g)
         and  6.1(h)  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.

                                      -38-
<PAGE>

                  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  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 a Legal  Defeasance  or a
Covenant Defeasance.

                  Anything in this Article VIII 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 a 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,  if any, 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.

                                      -39-
<PAGE>

                                  ARTICLE IX.
                             AMENDMENTS AND WAIVERS

         Section 9.1. Without Consent of Holders.

                  Notwithstanding  Section  9.2 of the  Indenture,  without  the
consent of any Securityholder,  the Company,  the Guarantors and the Trustee may
amend or supplement the Indenture or the Securities:

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

                  (b) to provide for uncertificated Securities in addition to or
         in place of certificated Securities,

                  (c) to provide  for the  assumption  of the  Company's  or any
         Guarantor's  obligations  to  Holders  of a  Security  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 a Security  (including  providing
         for  additional  Subsidiary  Guarantees)  or that  does not  materially
         adversely  affect  the legal  rights  under the  Indenture  of any such
         Securityholder, 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.

         Section 9.2. With Consent of Holders.

                  Except  as  provided  Section  9.1  and  Section  9.3  of  the
Indenture,  the  Indenture  or the  Securities  of a Series  may be  amended  or
supplemented with the consent of the Holders of at least a majority in principal
amount  of the  Securities  of each  Series  then  outstanding  affected  by the
supplemental  indenture  implementing  such  amendment or supplement  (including
consents  obtained  in  connection  with a tender  offer or  exchange  offer for
Securities),  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
Securities  of  such  Series,   except  a  payment  default  resulting  from  an
acceleration  that has been  rescinded) or compliance  with any provision of the
Indenture or the Securities of such Series may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding  Securities of
each Series affected by such supplemental  indenture implementing

                                      -40-
<PAGE>

such amendment or supplement  (including  consents obtained in connection with a
tender offer or exchange offer for Securities).

                  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
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
Securities  as  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.

         Section 9.3. Limitations.

                  Without  the  consent  of  each  Securityholder  affected,  an
amendment  or  waiver  may  not  (with  respect  to  any  Securities  held  by a
non-consenting Holder of Securities):

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

                  (b) reduce the  principal  of or change the fixed  maturity of
         any  Security  or  alter  any of the  provisions  with  respect  to the
         redemption  of any Security in a manner  adverse to the Holders of such
         Security;

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

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

                  (e) make any Security  payable in money other than that stated
         in such Security;

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

                  (g) waive a  redemption  payment  with respect to any Security
         (other  than a payment  required  by any  "Change of Control" or "Asset
         Sale"  covenant  set  forth in a  supplemental  indenture  relating  to
         Securities of a Series);

                                      -41-
<PAGE>

                  (h) 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 Securityholders; or

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

                  It shall not be  necessary  for the  consent of the Holders of
Securities 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.

         Section 9.4. Compliance with Trust Indenture Act.

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

         Section 9.5. Revocation and Effect of Consents.

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

                  Any  amendment  or waiver  once  effective  shall  bind  every
Securityholder  of each Series affected by such amendment or waiver unless it is
of the type  described in any of clauses (a) through (h) 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.

                                      -42-
<PAGE>

                                   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

                  With a copy to:

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

                  If to the Trustee:
                           ____________________________
                           ____________________________
                           Telecopier No.:  ______________
                           Attention:  Corporate Trust Trustee Administration

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

                  All  notices  and  communications  (other  than  those sent to
Securityholders)  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

                                      -43-
<PAGE>

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).

         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;

                                      -44-
<PAGE>
                  (c) a statement  that,  in the opinion of such Person,  he has
         made such examination or investigation as is necessary to enable him to
         express an  informed  opinion as to  whether  or not such  covenant  or
         condition has been complied with; and

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

         Section 10.6. Rules by Trustee and Agents.

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

         Section 10.7. Legal Holidays.

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

         Section 10.8. No 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.

                                      -45-
<PAGE>

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

         Section 10.12. Successors.

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

         Section 10.13. Severability.

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

         Section 10.14. Table of Contents, Headings, Etc.

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

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

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

                                      -46-
<PAGE>

denominated in currency  other than Dollars in connection  with any action taken
by Holders of Securities pursuant to the terms of this Indenture.

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

         Section 10.16. Judgment Currency.

                  The  Company  agrees,  to  the  fullest  extent  that  it  may
effectively do so under applicable law, that (a) if for the purpose of obtaining
judgment in any court it is  necessary  to convert the sum due in respect of the
principal  of or interest or other amount on the  Securities  of any Series (the
"Required  Currency")  into a currency in which a judgment will be rendered (the
"Judgment  Currency"),  the rate of exchange  used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the day on which
final  unappealable  judgment  is  entered,  unless  such  day is not a New York
Banking  Day,  then,  the rate of  exchange  used  shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required  Currency  with the  Judgment  Currency on the New York
Banking Day  preceding the day on which final  unappealable  judgment is entered
and (b) its  obligations  under this  Indenture to make payments in the Required
Currency (i) shall not be  discharged  or satisfied by any tender,  any recovery
pursuant to any judgment  (whether or not entered in accordance  with subsection
(a)),  in any currency  other than the Required  Currency,  except to the extent
that such tender or recovery shall result in the actual  receipt,  by the payee,
of the full amount of the Required  Currency  expressed to be payable in respect
of such  payments,  (ii) shall be  enforceable  as an  alternative or additional
cause of action for the  purpose of  recovering  in the  Required  Currency  the
amount, if any, by which such actual receipt shall fall short of the full amount
of the  Required  Currency so  expressed  to be payable,  and (iii) shall not be
affected by judgment being obtained for any other sum due under this  Indenture.
For  purposes of the  foregoing,  "New York  Banking Day" means any day except a
Saturday,  Sunday or a legal  holiday  in The City of New York on which  banking
institutions are authorized or required by law, regulation or executive order to
close.

                                  ARTICLE XI.
                                 SINKING FUNDS

         Section 11.1. Applicability of Article.

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

                  The minimum amount of any sinking fund payment provided for by
the terms of the Securities of any Series is herein  referred to as a "mandatory
sinking  fund  payment"  and any  other  amount  provided  for by the  terms  of
Securities  of such Series is herein  referred to as an  "optional  sinking fund
payment." If provided  for by the terms of  Securities  of any Series,  the

                                      -47-
<PAGE>

cash amount of any sinking  fund payment may be subject to reduction as provided
in Section 11.2. Each sinking fund payment shall be applied to the redemption of
Securities of any Series as provided for by the terms of the  Securities of such
Series.

         Section 11.2. Satisfaction of Sinking Fund Payments with Securities.

                  The  Company  may, in  satisfaction  of all or any part of any
sinking fund payment  with  respect to the  Securities  of any Series to be made
pursuant to the terms of such Securities (1) deliver  outstanding  Securities of
such Series to which such sinking fund payment is applicable  (other than any of
such Securities previously called for mandatory sinking fund redemption) and (2)
apply as credit  Securities of such Series to which such sinking fund payment is
applicable  and which have been  redeemed  either at the election of the Company
pursuant  to the terms of such  Series of  Securities  (except  pursuant  to any
mandatory sinking fund) or through the application of permitted optional sinking
fund  payments  or other  optional  redemptions  pursuant  to the  terms of such
Securities,  provided that such Securities have not been previously so credited.
Such  Securities  shall be received by the Trustee,  together  with an Officers'
Certificate  with respect  thereto,  not later than 15 days prior to the date on
which the Trustee begins the process of selecting Securities for redemption, and
shall be credited for such purpose by the Trustee at the price specified in such
Securities for redemption  through  operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly. If as a result of the
delivery  or credit of  Securities  in lieu of cash  payments  pursuant  to this
Section 11.2,  the principal  amount of Securities of such Series to be redeemed
in order to exhaust the aforesaid cash payment shall be less than $100,000,  the
Trustee  need not call  Securities  of such Series for  redemption,  except upon
receipt of a Company  Order  that such  action be taken,  and such cash  payment
shall  be  held by the  Trustee  or a  Paying  Agent  and  applied  to the  next
succeeding  sinking fund payment,  provided,  however,  that the Trustee or such
Paying  Agent shall from time to time upon  receipt of a Company  Order pay over
and deliver to the Company any cash payment so being held by the Trustee or such
Paying Agent upon  delivery by the Company to the Trustee of  Securities of that
Series  purchased by the Company having an unpaid  principal amount equal to the
cash payment required to be released to the Company.

         Section 11.3. Redemption of Securities for Sinking Fund.

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

                                      -48-
<PAGE>

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"),  upon  execution of a supplemental  indenture,  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 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

                                      -49-
<PAGE>

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
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  XII,  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

                                      -50-
<PAGE>

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.

         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:

                                      -51-
<PAGE>

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

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

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

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

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

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

         Section 13.4. Acceleration of Securities.

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

         Section 13.5. When Distribution Must be Paid Over.

                  In the event that the Trustee or any  Securityholder  receives
from the Company any payment of any  Obligations  with respect to the Securities
at a time when the Trustee or such  Securityholder,  as  applicable,  has actual
knowledge  that such payment is prohibited by Section 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

                                      -52-
<PAGE>

been issued,  as their respective  interests may appear,  for application to the
payment of all Obligations with respect to Senior Debt of the Company  remaining
unpaid to the extent  necessary to pay such  Obligations  in full in  accordance
with their terms,  after giving effect to any concurrent payment or distribution
to or for the holders of Senior Debt of the Company.

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

         Section 13.6. Notice By Company.

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

                                      -53-
<PAGE>

         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.

                  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

                                      -54-
<PAGE>

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.

         Section 13.15. Liquidation; Dissolution; Bankruptcy of a Guarantor.

                                      -55-
<PAGE>

                  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.

                  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:

                                      -56-
<PAGE>

                           (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.

                                      -57-
<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


                                      -58-
<PAGE>

Guarantee  shall be impaired by any act or failure to act by such  Guarantor  or
any  Securityholder  or by failure of such  Guarantor or any  Securityholder  to
comply with this Indenture.

         Section 13.23. Distribution or Notice to Representative with Respect to
Any Guarantor.

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

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

         Section  13.24.  Rights of Trustee and Paying Agent with Respect to Any
Guarantor.

                  Notwithstanding the provisions of this Article 13 or any other
provision of this Indenture,  the Trustee shall not be charged with knowledge of
the  existence  of any facts that would  prohibit  the making of any  payment or
distribution  by the Trustee,  and the Trustee and the 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.

                                      -59-
<PAGE>

                  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.








                                      -60-
<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:
                                           Its:

                                       [Names of Guarantors]

                                       [Name of Trustee]

                                       By:
                                          -------------------------------------
                                           Name:
                                           Its:




                                      -61-


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>5
<FILENAME>ex4-3.txt
<TEXT>
                                                                     Exhibit 4.3

                           IRON MOUNTAIN INCORPORATED





                             SUBORDINATED INDENTURE


                       Dated as of [             ], 200[_]





                       [                                ],


                                   as Trustee






<PAGE>



                           IRON MOUNTAIN INCORPORATED

         Reconciliation and tie between Trust Indenture Act of 1939 and
                        Indenture, dated as of [ ], 20[ ]


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



<PAGE>

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

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



<PAGE>
<TABLE>
<CAPTION>

                                Table of Contents

                                                                                            Page

<S>                                                                                          <C>
ARTICLE I.  DEFINITIONS AND INCORPORATION BY REFERENCE........................................1

         Section 1.1.  Definitions............................................................1
         Section 1.2.  Other Definitions......................................................6
         Section 1.3.  Incorporation by Reference of Trust Indenture Act......................7
         Section 1.4.  Rules of Construction..................................................7

ARTICLE II.  THE SECURITIES...................................................................8

         Section 2.1.  Issuable in Series.....................................................8
         Section 2.2.  Establishment of Terms of Series of Securities.........................8
         Section 2.3.  Execution and Authentication..........................................10
         Section 2.4.  Registrar and Paying Agent............................................11
         Section 2.5.  Paying Agent to Hold Money in Trust...................................12
         Section 2.6.  Securityholder Lists..................................................12
         Section 2.7.  Transfer and Exchange.................................................12
         Section 2.8.  Mutilated, Destroyed, Lost and Stolen Securities......................13
         Section 2.9.  Outstanding Securities................................................13
         Section 2.10.  Treasury Securities..................................................14
         Section 2.11.  Temporary Securities.................................................14
         Section 2.12.  Cancellation.........................................................15
         Section 2.13.  Defaulted Interest...................................................15
         Section 2.14.  Record Date..........................................................15
         Section 2.15.  Global Securities....................................................15
         Section 2.16.  CUSIP Numbers........................................................16

ARTICLE III.  REDEMPTION.....................................................................17

         Section 3.1.  Notice to Trustee.....................................................17
         Section 3.2.  Selection of Securities to be Redeemed................................17
         Section 3.3.  Notice of Redemption..................................................17
         Section 3.4.  Effect of Notice of Redemption........................................18
         Section 3.5.  Deposit of Redemption Price...........................................18
         Section 3.6.  Securities Redeemed in Part...........................................19

ARTICLE IV.  COVENANTS.......................................................................19

         Section 4.1.  Payment of Principal and Interest.....................................19
         Section 4.2.  SEC Reports...........................................................19
         Section 4.3.  Compliance Certificate................................................19
         Section 4.4.  Stay, Extension and Usury Laws........................................20
         Section 4.5.  Corporate Existence...................................................20
         Section 4.6.  Taxes.................................................................20
</TABLE>

                                      -i-

<PAGE>
<TABLE>
<CAPTION>
                                Table of Contents
                                  (continued)
                                                                                            Page

<S>                                                                                          <C>
         Section 4.7.  Maintenance of Office or Agency.......................................21

ARTICLE V.  SUCCESSORS.......................................................................21

         Section 5.1.  Mergers, Consolidations or Sale of Assets.............................21
         Section 5.2.  Successor Corporation Substituted.....................................22

ARTICLE VI.  DEFAULTS AND REMEDIES...........................................................22

         Section 6.1.  Events of Default.....................................................22
         Section 6.2.  Acceleration of Maturity..............................................24
         Section 6.3.  Collection of Indebtedness and Suits for Enforcement by Trustee.......25
         Section 6.4.  Trustee May File Proofs of Claim......................................26
         Section 6.5.  Trustee May Enforce Claims Without Possession of Securities...........26
         Section 6.6.  Application of Money Collected........................................27
         Section 6.7.  Limitation on Suits...................................................27
         Section 6.8.  Unconditional Right of Holders to Receive Principal and Interest......28
         Section 6.9.  Restoration of Rights and Remedies....................................28
         Section 6.10.  Rights and Remedies Cumulative.......................................28
         Section 6.11.  Delay or Omission Not Waiver.........................................28
         Section 6.12.  Control by Holders...................................................29
         Section 6.13.  Waiver of Past Defaults..............................................29
         Section 6.14.  Undertaking for Costs................................................29

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..................................................32
         Section 7.5.  Notice of Defaults....................................................32
         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....................35

ARTICLE VIII.  LEGAL DEFEASANCE AND COVENANT DEFEASANCE......................................35

         Section 8.1.  Option to Effect Legal Defeasance or Covenant Defeasance..............35
         Section 8.2.  Legal Defeasance and Discharge........................................35
         Section 8.3.  Covenant Defeasance...................................................36
</TABLE>

                                      -ii-
<PAGE>
<TABLE>
<CAPTION>
                                Table of Contents
                                  (continued)
                                                                                            Page

<S>                                                                                          <C>
         Section 8.4.  Conditions to Legal or Covenant Defeasance............................36
         Section 8.5.  Deposited Money and Government Securities to be Held in Trust;
                              Other  Miscellaneous Provisions................................38
         Section 8.6.  Repayment to Company..................................................38
         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...........................................................40
         Section 9.4.  Compliance with Trust Indenture Act...................................41
         Section 9.5.  Revocation and Effect of Consents.....................................41
         Section 9.6.  Notation on or Exchange of Securities.................................42
         Section 9.7.  Trustee to Sign Amendments; 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...................43
         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............................................44
         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
</TABLE>

                                     -iii-
<PAGE>
<TABLE>
<CAPTION>
                                Table of Contents
                                  (continued)
                                                                                            Page

<S>                                                                                          <C>
         Section 12.1.  Subsidiary Guarantee.................................................48
         Section 12.2.  Limitation of Guarantor's Liability..................................50

ARTICLE XIII.  Subordination.................................................................50
</TABLE>

                                      -iv-

<PAGE>

                  Junior  Subordinated  Indenture  dated as of [ ], 200[_] among
Iron  Mountain  Incorporated,  a  Pennsylvania  corporation  ("Company"),   [the
guarantors party hereto] and [ ], a [ ], 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,  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 [ ], Attention: [ ], 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 [                          ].

                  "Credit Agreement" means [                          ].

                  "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.

                  "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

                                      -2-
<PAGE>

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.

                  "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

                                      -3-
<PAGE>

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  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.

                                      -4-
<PAGE>

                  "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.

                  "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.

                  "Restricted  Subsidiary"  shall have the  meaning set forth in
the applicable  supplemental  indenture as to each Series of Securities.  If not
defined  in the  applicable  supplemental  indenture,  then  there  shall  be no
Restricted Subsidiaries as to such Series.

                  "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 [                         ].

                                      -5-
<PAGE>

                  "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.

TERM                                                                DEFINED IN
                                                                      SECTION

"Bankruptcy Law"                                                         6.1
"Benefited Party"                                                       12.1
"Covenant Defeasance"                                                    8.3
"Custodian"                                                              6.1
"Event of Default"                                                       6.1
"Guarantor"                                                             12.1
"Journal"                                                              10.15
"Judgment Currency"                                                    10.16
"Legal Defeasance"                                                       8.2
"Legal Holiday"                                                         10.7


                                      -6-
<PAGE>

"mandatory sinking fund payment"                                        11.1
"Market Exchange Rate"                                                 10.15
"New York Banking Day"                                                 10.16
"optional sinking fund payment"                                         11.1
"Paying Agent"                                                           2.4
"Registrar"                                                              2.4
"Required Currency"                                                    10.16
"Service Agent"                                                          2.4
"Successor Person"                                                       5.1

         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;

                  (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

                                      -7-
<PAGE>

                  (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  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

                                      -8-
<PAGE>

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;

                  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;

                                      -9-
<PAGE>

                  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.

                  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


                                      -10-
<PAGE>

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 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

                                      -11-
<PAGE>

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 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

                                      -12-
<PAGE>

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.

                  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.

                                      -13-
<PAGE>

                  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.  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.

                                      -14-
<PAGE>

         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.

         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

                                      -15-
<PAGE>

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.

                  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

                                      -16-
<PAGE>

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.

         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

                                      -17-
<PAGE>

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;

                  (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

                                      -18-
<PAGE>

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

         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.

                  Whether or not  required by the rules and  regulations  of the
SEC, so long as any Securities are outstanding,  the Company will furnish to the
Holders of Securities (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.

         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

                                      -19-
<PAGE>

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.

         Section 4.5. Corporate Existence.

                  Subject  to  Article  V of  the  Indenture  and  any  covenant
included in a supplemental indenture relating to the release of Guarantors,  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 Securities.

         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.

                                      -20-
<PAGE>

         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 C
ompany 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. 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:

                  (a) 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;

                  (b) the Person formed by or surviving  any such  consolidation
         or merger (if other than the Company) or the Person to which such sale,
         assignment, transfer, lease, conveyance or other disposition shall have
         been  made  assumes  all  the  obligations  of the  Company  under  the
         Securities  of a Series,  supplemental  indentures  applicable  to such
         Series and the  Indenture  (pursuant to a  supplemental  indenture in a
         form reasonably satisfactory to the Trustee);

                  (c) immediately  after such transaction no Default or Event of
         Default exists; and

                                      -21-
<PAGE>

                  (d) 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  applicable   supplemental
         indenture, if any, without regard to any enumerated exceptions.

         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 for 30 days in the payment when due of interest on
         any  Security  of  that  Series  (whether  or  not  prohibited  by  the
         subordination provisions of Article XIII of the Indenture);

                  (b)  default  in  payment  when  due  of the  principal  of or
         premium,  if any,  on any  Security  of  that  Series  (whether  or not
         prohibited  by the  subordination  provisions  in  Article  XIII of the
         Indenture);

                  (c)  failure  by the  Company  to comply  with any  "Change of
         Control" covenant included in a supplemental  indenture with respect to
         any Security of that Series;

                  (d) 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  Securities  of that  Series  then
         outstanding  to  comply  with  any  of  its  other  agreements  in  the
         Indenture,  any  supplemental  indenture  relating to such Series,  the
         Securities or the

                                      -22-
<PAGE>

         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");

                  (e) 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  supplemental
         indenture relating to such Series 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;

                  (f) 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;

                  (g) 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

                  (h) 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,

                                      -23-
<PAGE>

                           (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;

                  (i) except as permitted  by the  Indenture,  any  supplemental
         indenture  relating to such Series 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; or

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

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

         Section 6.2. Acceleration of Maturity.

                  If any  Event of  Default  (other  than an  Event  of  Default
specified in clauses (g) and (h) 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  Securities of a Series
by notice to the Company and the Trustee may declare the unpaid principal of and
any interest on all the Securities of that Series (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)  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 Securities of a Series, the principal,  premium,  if any, and interest on
such Securities will not be payable until the earlier of:

                  (a) the day which is five Business  Days after written  notice
         of acceleration is received by the Company and the Credit Agent or

                  (b) the date of  acceleration  of the  Indebtedness  under the
         Credit  Agreement.  If an Event of Default specified in clauses (g) and
         (h) 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  Securities of that Series will become  immediately
         due and payable without further action or notice.

                                      -24-
<PAGE>

                  In  the  event  of  a  declaration  of   acceleration  of  the
Securities  of that  Series  because an Event of  Default  has  occurred  and is
continuing  as a result of the  acceleration  of any  Indebtedness  described in
clause (e) of Section 6.1 of the Indenture,  the  declaration of acceleration of
the Securities of that Series 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:

                  (a) the  annulment of the  acceleration  of the  Securities of
         that  Series  would  not  conflict  with any  judgment  or  decree of a
         competent jurisdiction and

                  (b) all  existing  Events of Default,  except  non-payment  of
         principal or interest on the  Securities of that Series that became due
         solely because of the acceleration of such Securities,  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 any make whole price or premium,  as
applicable,  that the  Company  would  have had to pay if the  Company  then had
elected to redeem the Securities of a Series pursuant to the optional redemption
provisions of the  Indenture,  if any, 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 Securities
of that Series.

         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

                                      -25-
<PAGE>

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  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

                                      -26-
<PAGE>

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.

         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;

                                      -27-
<PAGE>

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.

         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.

                                      -28-
<PAGE>

         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  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).

                                      -29-
<PAGE>

                                  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.

                  (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.

                                      -30-
<PAGE>

                  (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.

                  (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

                                      -31-
<PAGE>

         or other paper or document,  but the Trustee,  in its  discretion,  may
         make such further inquiry or  investigation  into such facts or matters
         as it may see fit and,  if the  Trustee  shall  determine  to make such
         further inquiry or  investigation,  it shall be entitled to examine the
         books,  records and premises of the Company,  personally or by agent or
         attorney 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 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.

                                      -32-
<PAGE>

         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.

                  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(g)  or (h)  (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.

                                      -33-
<PAGE>

                  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;

                  (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

                                      -34-
<PAGE>


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).

         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 VIII.

         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  Securities  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

                                      -35-
<PAGE>

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 II 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  VIII.
Subject to  compliance  with this  Article  VIII,  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  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(f) and 6.1(i) 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,

                                      -36-
<PAGE>

         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;

                  (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(g)
         and  6.1(h)  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

                                      -37-
<PAGE>

         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  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 a Legal  Defeasance  or a
Covenant Defeasance.

                  Anything in this Article VIII 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 a 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

                                      -38-
<PAGE>

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,  if any, 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.

                  Notwithstanding  Section  9.2 of the  Indenture,  without  the
consent of any Securityholder,  the Company,  the Guarantors and the Trustee may
amend or supplement the Indenture or the Securities:

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

                  (b) to provide for uncertificated Securities in addition to or
         in place of certificated Securities,

                  (c) to provide  for the  assumption  of the  Company's  or any
         Guarantor's  obligations  to  Holders  of a  Security  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 a Security  (including  providing
         for  additional  Subsidiary  Guarantees)  or that  does not  materially
         adversely  affect  the legal  rights  under the  Indenture  of any such
         Securityholder, 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

                                      -39-
<PAGE>

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.

         Section 9.2. With Consent of Holders.

                  Except  as  provided  Section  9.1  and  Section  9.3  of  the
Indenture,  the  Indenture  or the  Securities  of a Series  may be  amended  or
supplemented with the consent of the Holders of at least a majority in principal
amount  of the  Securities  of each  Series  then  outstanding  affected  by the
supplemental  indenture  implementing  such  amendment or supplement  (including
consents  obtained  in  connection  with a tender  offer or  exchange  offer for
Securities),  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
Securities  of  such  Series,   except  a  payment  default  resulting  from  an
acceleration  that has been  rescinded) or compliance  with any provision of the
Indenture or the Securities of such Series may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding  Securities of
each Series affected by such supplemental  indenture implementing such amendment
or supplement  (including consents obtained in connection with a tender offer or
exchange offer for Securities).

                  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
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
Securities  as  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.

         Section 9.3. Limitations.

                  Without  the  consent  of  each  Securityholder  affected,  an
amendment  or  waiver  may  not  (with  respect  to  any  Securities  held  by a
non-consenting Holder of Securities):

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

                  (b) reduce the  principal  of or change the fixed  maturity of
         any  Security  or  alter  any of the  provisions  with  respect  to the
         redemption  of any Security in a manner  adverse to the Holders of such
         Security;

                                      -40-
<PAGE>

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

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

                  (e) make any Security  payable in money other than that stated
         in such Security;

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

                  (g) waive a  redemption  payment  with respect to any Security
         (other  than a payment  required  by any  "Change of Control" or "Asset
         Sale"  covenant  set  forth in a  supplemental  indenture  relating  to
         Securities of a Series);

                  (h) 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 Securityholders; or

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

                  It shall not be  necessary  for the  consent of the Holders of
Securities 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.

         Section 9.4. Compliance with Trust Indenture Act.

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

         Section 9.5. Revocation and Effect of Consents.

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

                  Any  amendment  or waiver  once  effective  shall  bind  every
Securityholder  of each Series affected by such amendment or waiver unless it is
of the type  described in any of clauses (a) through (h) of Section 9.3. In that
case,  the  amendment  or waiver  shall bind each  Holder of a

                                      -41-
<PAGE>

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

                  With a copy to:

                           Sullivan & Worcester LLP

                                      -42-
<PAGE>

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

                  If to the Trustee:
                           ____________________________

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

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

                  All  notices  and  communications  (other  than  those sent to
Securityholders)  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).

         Section 10.4. Certificate and Opinion as to Conditions Precedent.

                                      -43-
<PAGE>

                  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.

         Section 10.8. No Personal Liability of Directors,  Officers,  Employees
and Stockholders.

                                      -44-
<PAGE>

                  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"),  upon  execution of a supplemental  indenture,  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

                                      -48-
<PAGE>

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

                  Each Guarantor  hereby agrees that its obligations with regard
to this  Subsidiary  Guarantee  shall be joint and  several  and  unconditional,
irrespective  of  the  validity  or  enforceability  of  the  Securities  or the
obligations  of the Company under this  Indenture,  the absence of any action to
enforce the same, the recovery of any judgment  against the Company or any other
obligor with respect to this Indenture, the Securities or the obligations of the
Company under this Indenture or the  Securities,  any action to enforce the same
or any  other  circumstances  (other  than  complete  performance)  which  might
otherwise  constitute a legal or equitable  discharge or defense of a Guarantor.
Each Guarantor further,  to the extent permitted by law, waives and relinquishes
all claims,  rights and remedies  accorded by applicable  law to guarantors  and
agrees not to assert or take  advantage of any such claims,  rights or remedies,
including  but not  limited  to:  (a) any  right to  require  the  Trustee,  the
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
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.

                                      -49-
<PAGE>

                  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  XII,  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

                  [Subordination  provisions with respect to Junior Subordinated
Debt Securities to be provided here.]



                                      -50-
<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:
                                        Its:

                                    [Names of Guarantors]

                                    [Name of Trustee]

                                    By:
                                       -----------------------------------
                                        Name:
                                        Its:




                                      -51-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.4
<SEQUENCE>6
<FILENAME>ex25-4.txt
<TEXT>
                                                                    EXHIBIT 25.4

================================================================================
                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) | |



                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                  13-5160382
(State of incorporation                                   (I.R.S. employer
if not a U.S. national bank)                              identification no.)

One Wall Street, New York, N.Y.                           10286
(Address of principal executive offices)                  (Zip code)



                               IM CAPITAL TRUST I
               (Exact name of obligor as specified in its charter)


Delaware                                                   [            ]
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)



745 Atlantic Avenue
Boston, Massachusetts                                      02111
(Address of principal executive offices)                   (Zip code)

                                  _____________

                           Trust Preferred Securities
                       (Title of the indenture securities)

==============================================================================
<PAGE>

1. General information. Furnish the following information as to the Trustee:

         (a) Name and address of each  examining  or  supervising  authority  to
which it is subject.

--------------------------------------------------------------------------------
                  Name                                        Address
--------------------------------------------------------------------------------

Superintendent of Banks of the State of      2 Rector Street, New York,
New York                                     N.Y.  10006, and Albany, N.Y. 12203

Federal Reserve Bank of New York             33 Liberty Plaza, New York,
                                             N.Y.  10045

Federal Deposit Insurance Corporation        Washington, D.C.  20429

New York Clearing House Association          New York, New York   10005

         (b) Whether it is authorized to exercise corporate trust powers.

          Yes.

2. Affiliations with Obligor.

         If the  obligor is an  affiliate  of the  trustee,  describe  each such
         affiliation.

         None.

16. List of Exhibits.

         Exhibits  identified in parentheses below, on file with the Commission,
         are incorporated herein by reference as an exhibit hereto,  pursuant to
         Rule 7a-29  under the Trust  Indenture  Act of 1939 (the  "Act") and 17
         C.F.R. 229.10(d).

         1.       A copy of the Organization Certificate of The Bank of New York
                  (formerly  Irving  Trust  Company)  as  now in  effect,  which
                  contains  the  authority  to commence  business and a grant of
                  powers to  exercise  corporate  trust  powers.  (Exhibit  1 to
                  Amendment No. 1 to Form T-1 filed with Registration  Statement
                  No.  33-6215,  Exhibits  1a  and 1b to  Form  T-1  filed  with
                  Registration  Statement No. 33-21672 and Exhibit 1 to Form T-1
                  filed with Registration Statement No. 33-29637.)

         4.       A copy of the existing  By-laws of the Trustee.  (Exhibit 4 to
                  Form T-1 filed with Registration Statement No. 33-31019.)

         6.       The consent of the Trustee  required by Section  321(b) of the
                  Act. (Exhibit 6 to Form T-1 filed with Registration  Statement
                  No. 33-44051.)

         7.       A copy  of the  latest  report  of  condition  of the  Trustee
                  published  pursuant  to  law  or to  the  requirements  of its
                  supervising or examining authority.

                                       -2-
<PAGE>


                                    SIGNATURE



         Pursuant to the  requirements of the Act, the Trustee,  The Bank of New
York, a corporation  organized  and existing  under the laws of the State of New
York,  has duly caused this  statement of eligibility to be signed on its behalf
by the undersigned,  thereunto duly authorized, all in The City of New York, and
State of New York, on the 11th day of December, 2001.


                                              THE BANK OF NEW YORK



                                              By:        /s/  MING SHIANG
                                                  Name:  MING SHIANG
                                                  Title: VICE PRESIDENT

<PAGE>
                                                                       EXHIBIT 7

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

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2001,
published  in  accordance  with a call made by the Federal  Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

                                                                  Dollar Amounts
ASSETS                                                             In Thousands
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin ..........     $ 2,811,275
   Interest-bearing balances ...................................       3,133,222
Securities:
   Held-to-maturity securities .................................         147,185
   Available-for-sale securities ...............................       5,403,923
Federal funds sold and Securities purchased under
   agreements to resell ........................................       3,378,526
Loans and lease financing receivables:
   Loans and leases held for sale ..............................          74,702
   Loans and leases, net of unearned
     income ....................................................      37,471,621
   LESS: Allowance for loan and
     lease losses ..............................................         599,061
   Loans and leases, net of unearned
     income and allowance ......................................      36,872,560
Trading Assets .................................................      11,757,036
Premises and fixed assets (including capitalized
   leases) .....................................................         768,795
Other real estate owned ........................................           1,078
Investments in unconsolidated subsidiaries and
   associated companies ........................................         193,126
Customers' liability to this bank on acceptances
   outstanding .................................................         592,118
Intangible assets
   Goodwill ....................................................       1,300,295
   Other intangible assets .....................................         122,143
Other assets ...................................................       3,676,375
                                                                     -----------
Total assets ...................................................     $70,232,359
                                                                     ===========
<PAGE>

LIABILITIES
Deposits:
   In domestic offices .........................................     $25,982,242
   Noninterest-bearing .........................................      10,586,346
   Interest-bearing ............................................      15,395,896
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs ....................................      24,862,377
   Noninterest-bearing .........................................         373,085
   Interest-bearing ............................................      24,489,292
Federal funds purchased and securities sold under
   agreements to repurchase ....................................       1,446,874
Trading liabilities ............................................       2,373,361
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases) ...................................       1,381,512
Bank's liability on acceptances executed and
   outstanding .................................................         592,804
Subordinated notes and debentures ..............................       1,646,000
Other liabilities ..............................................       5,373,065
                                                                     -----------
Total liabilities ..............................................     $63,658,235
                                                                     ===========
EQUITY CAPITAL
Common stock ...................................................       1,135,284
Surplus ........................................................       1,008,773
Retained earnings ..............................................       4,426,033
Accumulated other comprehensive income .........................           4,034
Other equity capital components ................................               0
                                                                     -----------
Total equity capital ...........................................       6,574,124
                                                                     -----------
Total liabilities and equity capital ...........................     $70,232,359
                                                                     ===========


         I, Thomas J.  Mastro,  Senior Vice  President  and  Comptroller  of the
above-named  bank do hereby  declare  that this  Report  of  Condition  has been
prepared in conformance with the  instructions  issued by the Board of Governors
of the  Federal  Reserve  System  and is true to the  best of my  knowledge  and
belief.

                                                              Thomas J. Mastro,
                                          Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this Report
of Condition  and declare that it has been examined by us and to the best of our
knowledge  and belief has been
<PAGE>

prepared in  conformance  with the  instructions
issued by the Board of Governors of the Federal  Reserve  System and is true and
correct.


Thomas A. Renyi
Gerald L. Hassell                                                 Directors
Alan R. Griffith


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



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.5
<SEQUENCE>7
<FILENAME>ex25-5.txt
<TEXT>
                                                                    EXHIBIT 25.5

================================================================================
                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) | |



                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

New York                                                  13-5160382
(State of incorporation                                   (I.R.S. employer
if not a U.S. national bank)                              identification no.)

One Wall Street, New York, N.Y.                           10286
(Address of principal executive offices)                  (Zip code)



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


Pennsylvania                                               23-2588479
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                             identification no.)



745 Atlantic Avenue
Boston, Massachusetts                                      02111
(Address of principal executive offices)                   (Zip code)

                                  _____________

                   Guarantee of Trust Preferred Securities of
                               IM Capital Trust I
                       (Title of the indenture securities)

==============================================================================
<PAGE>

1. General information. Furnish the following information as to the Trustee:

         (a) Name and address of each  examining  or  supervising  authority  to
which it is subject.

--------------------------------------------------------------------------------
                  Name                                        Address
--------------------------------------------------------------------------------

Superintendent of Banks of the State of      2 Rector Street, New York,
New York                                     N.Y.  10006, and Albany, N.Y. 12203

Federal Reserve Bank of New York             33 Liberty Plaza, New York,
                                             N.Y.  10045

Federal Deposit Insurance Corporation        Washington, D.C.  20429

New York Clearing House Association          New York, New York   10005

         (b) Whether it is authorized to exercise corporate trust powers.

          Yes.

2. Affiliations with Obligor.

         If the  obligor is an  affiliate  of the  trustee,  describe  each such
         affiliation.

         None.

16. List of Exhibits.

         Exhibits  identified in parentheses below, on file with the Commission,
         are incorporated herein by reference as an exhibit hereto,  pursuant to
         Rule 7a-29  under the Trust  Indenture  Act of 1939 (the  "Act") and 17
         C.F.R. 229.10(d).

         1.       A copy of the Organization Certificate of The Bank of New York
                  (formerly  Irving  Trust  Company)  as  now in  effect,  which
                  contains  the  authority  to commence  business and a grant of
                  powers to  exercise  corporate  trust  powers.  (Exhibit  1 to
                  Amendment No. 1 to Form T-1 filed with Registration  Statement
                  No.  33-6215,  Exhibits  1a  and 1b to  Form  T-1  filed  with
                  Registration  Statement No. 33-21672 and Exhibit 1 to Form T-1
                  filed with Registration Statement No. 33-29637.)

         4.       A copy of the existing  By-laws of the Trustee.  (Exhibit 4 to
                  Form T-1 filed with Registration Statement No. 33-31019.)

         6.       The consent of the Trustee  required by Section  321(b) of the
                  Act. (Exhibit 6 to Form T-1 filed with Registration  Statement
                  No. 33-44051.)

         7.       A copy  of the  latest  report  of  condition  of the  Trustee
                  published  pursuant  to  law  or to  the  requirements  of its
                  supervising or examining authority.

                                       -2-
<PAGE>


                                    SIGNATURE



         Pursuant to the  requirements of the Act, the Trustee,  The Bank of New
York, a corporation  organized  and existing  under the laws of the State of New
York,  has duly caused this  statement of eligibility to be signed on its behalf
by the undersigned,  thereunto duly authorized, all in The City of New York, and
State of New York, on the 11th day of December, 2001.


                                              THE BANK OF NEW YORK



                                              By:        /s/  MING SHIANG
                                                  Name:  MING SHIANG
                                                  Title: VICE PRESIDENT

<PAGE>
                                                                       EXHIBIT 7

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

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2001,
published  in  accordance  with a call made by the Federal  Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

                                                                  Dollar Amounts
ASSETS                                                             In Thousands
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin ..........     $ 2,811,275
   Interest-bearing balances ...................................       3,133,222
Securities:
   Held-to-maturity securities .................................         147,185
   Available-for-sale securities ...............................       5,403,923
Federal funds sold and Securities purchased under
   agreements to resell ........................................       3,378,526
Loans and lease financing receivables:
   Loans and leases held for sale ..............................          74,702
   Loans and leases, net of unearned
     income ....................................................      37,471,621
   LESS: Allowance for loan and
     lease losses ..............................................         599,061
   Loans and leases, net of unearned
     income and allowance ......................................      36,872,560
Trading Assets .................................................      11,757,036
Premises and fixed assets (including capitalized
   leases) .....................................................         768,795
Other real estate owned ........................................           1,078
Investments in unconsolidated subsidiaries and
   associated companies ........................................         193,126
Customers' liability to this bank on acceptances
   outstanding .................................................         592,118
Intangible assets
   Goodwill ....................................................       1,300,295
   Other intangible assets .....................................         122,143
Other assets ...................................................       3,676,375
                                                                     -----------
Total assets ...................................................     $70,232,359
                                                                     ===========
<PAGE>

LIABILITIES
Deposits:
   In domestic offices .........................................     $25,982,242
   Noninterest-bearing .........................................      10,586,346
   Interest-bearing ............................................      15,395,896
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs ....................................      24,862,377
   Noninterest-bearing .........................................         373,085
   Interest-bearing ............................................      24,489,292
Federal funds purchased and securities sold under
   agreements to repurchase ....................................       1,446,874
Trading liabilities ............................................       2,373,361
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases) ...................................       1,381,512
Bank's liability on acceptances executed and
   outstanding .................................................         592,804
Subordinated notes and debentures ..............................       1,646,000
Other liabilities ..............................................       5,373,065
                                                                     -----------
Total liabilities ..............................................     $63,658,235
                                                                     ===========
EQUITY CAPITAL
Common stock ...................................................       1,135,284
Surplus ........................................................       1,008,773
Retained earnings ..............................................       4,426,033
Accumulated other comprehensive income .........................           4,034
Other equity capital components ................................               0
                                                                     -----------
Total equity capital ...........................................       6,574,124
                                                                     -----------
Total liabilities and equity capital ...........................     $70,232,359
                                                                     ===========


         I, Thomas J.  Mastro,  Senior Vice  President  and  Comptroller  of the
above-named  bank do hereby  declare  that this  Report  of  Condition  has been
prepared in conformance with the  instructions  issued by the Board of Governors
of the  Federal  Reserve  System  and is true to the  best of my  knowledge  and
belief.

                                                              Thomas J. Mastro,
                                          Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this Report
of Condition  and declare that it has been examined by us and to the best of our
knowledge  and belief has been
<PAGE>

prepared in  conformance  with the  instructions
issued by the Board of Governors of the Federal  Reserve  System and is true and
correct.


Thomas A. Renyi
Gerald L. Hassell                                                 Directors
Alan R. Griffith


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



</TEXT>
</DOCUMENT>
</SUBMISSION>
