ex4-1.htm


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    EXHIBIT
4.1


      
        
 

      

      
 

      
 

      
 

      
 

      IRON MOUNTAIN
INCORPORATED

      


      THE GUARANTORS
NAMED HEREIN

      


      AND

      


      THE BANK OF NEW
YORK TRUST COMPANY, N.A.,

      as
Trustee

      


      


      8% Senior
Subordinated Notes due 2020

      


      


      SEVENTH
SUPPLEMENTAL INDENTURE

      


      


      Dated as of
June 5, 2008

      


      


      TO

      


      


      SENIOR
SUBORDINATED INDENTURE

      


      


      Dated as of
December 30, 2002

       

       

       

       

       

      


      


      
        

        

      

      


      
         

         

         

         

        

          
            
               


            

            
               


              
                

              

            

            
               


            

          


          TABLE
OF CONTENTS

           

           

          
            
              	 
      	 
      	
                      Page

                    
	 
      	 
      	 
      
	
                      ARTICLE 1.
      DEFINITIONS

                    	
                      1

                    
	 
      	 
      	 
      
	
                      Section
      1.1.

                    	
                      Definitions

                    	
                      1

                    
	 
      	 
      
	
                      ARTICLE 2.
      FORM AND TERMS OF THE NOTES

                    	
                      15

                    
	 
      	 
      	 
      
	
                      Section
      2.1.

                    	
                      Form and
      Dating

                    	
                      15

                    
	
                      Section
      2.2.

                    	
                      Execution
      and Authentication

                    	
                      15

                    
	
                      Section
      2.3.

                    	
                      Depository
      and Paying Agent for Notes

                    	
                      17

                    
	
                      Section
      2.4.

                    	
                      Transfer
      and Exchange of Notes

                    	
                      17

                    
	
                      Section
      2.5.

                    	
                      Redemption

                    	
                      19

                    
	
                      Section
      2.6.

                    	
                      Covenants

                    	
                      21

                    
	 
      	
                      (a)  Restricted
      Payments

                    	
                      21

                    
	 
      	
                      (b)  Incurrence
      of Indebtedness and Issuance of Preferred Stock

                    	
                      24

                    
	 
      	
                      (c)  Liens

                    	
                      25

                    
	 
      	
                      (d)  Dividend
      and Other Payment Restrictions Affecting Restricted
      Subsidiaries

                    	
                      25

                    
	 
      	
                      (e)  Transactions
      with Affiliates

                    	
                      27

                    
	 
      	
                      (f)  Certain
      Senior Subordinated Debt

                    	
                      28

                    
	 
      	
                      (g)  Additional
      Subsidiary Guarantees

                    	
                      28

                    
	 
      	
                      (h)  Designation
      of Unrestricted Subsidiaries

                    	
                      29

                    
	 
      	
                      (i)  Limitation
      on Sale and Leaseback Transactions

                    	
                      30

                    
	 
      	
                      (j)  Asset
      Sales

                    	
                      30

                    
	 
      	
                      (k)  Change
      of Control Offer

                    	
                      32

                    
	 
      	
                      (l)  Changes
      in Covenants When Notes Rated Investment Grade

                    	
                      34

                    
	
                      Section
      2.7.

                    	
                      Subsidiary
      Guarantees

                    	
                      35

                    
	
                      Section
      2.8.

                    	
                      Legal
      Defeasance and Covenant Defeasance

                    	
                      35

                    
	
                      Section
      2.9.

                    	
                      Subordination

                    	
                      35

                    
	
                      Section
      2.10

                    	
                      Amend,
      Restate and Replace Provision Regarding Reports

                    	
                      35

                    
	
                      Section
      2.11.

                    	
                      Events of
      Default.

                    	
                      36

                    
	
                      Section
      2.12.

                    	
                      Amend,
      Restate and Replace Provision Regarding Limitations on Amendment or
      Waiver.

                    	
                      36

                    
	
                      Section
      2.13.

                    	
                      Amend,
      Restate and Replace Provision Regarding Personal
      Liability.

                    	
                      36

                    
	
                      Section
      2.14.

                    	
                      Amend,
      Restate and Replace Provision Regarding Successors.

                    	
                      36

                    
	 
      	 
      	 
      
	
                      ARTICLE 3.
      MISCELLANEOUS

                    	
                      37

                    
	 
      	 
      	 
      
	
                      Section
      3.1.

                    	
                      Effect of
      Headings

                    	
                      37

                    
	
                      Section
      3.2.

                    	
                      Successors
      and Assigns.

                    	
                      37

                    
	
                      Section
      3.3.

                    	
                      Separability
      Clause.

                    	
                      37

                    
	
                      Section
      3.4.

                    	
                      Governing
      Law.

                    	
                      37

                    
	
                      Section
      3.5.

                    	
                      Seventh
      Supplement to Supersede Indenture.

                    	
                      37

                    


            

          

          


          


           

          
             

            
              	 EXHIBITS	 
	 Exhibit A	 FORM OF
  NOTE
	 Exhibit
    B 	 FORM OF SUPPLEMENTAL
      INDENTURE


            

             

          

           

                                

                              


          
            
               


            

            
               


              
                

              

            

            
               


            

          



      

      


      THIS SEVENTH
SUPPLEMENTAL INDENTURE, dated as of June 5, 2008 (“Seventh Supplemental
Indenture”), is by and between IRON MOUNTAIN INCORPORATED, a Delaware
corporation (the “Company”), having its
principal office at 745 Atlantic Avenue, Boston, Massachusetts 02111, the
Guarantors signatory hereto, and THE BANK OF NEW YORK TRUST COMPANY, N.A., a
national banking association, as trustee (the “Trustee”), having its
principal corporate trust office at 222 Berkeley Street, 2nd Floor,
Boston, MA  02116.

       

      WITNESSETH:

       

      WHEREAS, the
Company and the Trustee, as successor trustee, are parties to that certain
Senior Subordinated Indenture, dated as of December 30, 2002 (the “Indenture”), to provide for
the issuance by the Company from time to time of Securities to be issued in one
or more series as provided in the Indenture;

       

      WHEREAS, the
issuance and sale of up to $300,000,000 aggregate principal amount of a series
of the Company’s Securities (the “Notes”) have been authorized
by resolutions adopted by the Board of Directors of the Company on May 21, 2008
and by the unanimous written consent of the Executive Committee of the Board of
Directors of the Company on May 30, 2008;

       

      WHEREAS, the
Company desires to issue and sell $300,000,000 aggregate principal amount of the
Notes on the date hereof;

       

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

       

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

       

      ARTICLE
1.

       

      DEFINITIONS

       

      Section
1.1.  Definitions

       

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

       

      “Acquired Debt” means, with
respect to any specified Person:

       

       

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

              	
                (2)

              	
                Indebtedness
      encumbering any asset acquired by such specified
  Person.

              


      

       


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

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

       

      
        	
                 
      

              	
                (1)

              	
                EBITDA of
      such Acquisition EBITDA Entity for the most recently ended four full
      quarters for which internal financial statements are available at such
      date of determination (adjusted to give pro forma effect to any
      acquisition or disposition of a business or Person by such Acquisition
      EBITDA Entity consummated during the period covered by, or after the date
      of, such four full fiscal quarters) or, if statements are not available
      for such four full fiscal quarters, EBITDA for the most recently ended
      fiscal quarter for which internal financial statements are available,
      annualized), plus

              


      

       

      
        	
                 
      

              	
                (2)

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

              


      

       

      “Acquisition EBITDA Entity”
means, as of any date of determination, a business or Person:

       

      
        	
                 
      

              	
                (1)

              	
                which has
      been acquired by the Company or one of its Restricted Subsidiaries and
      with respect to which internal financial statements on a consolidated
      basis with the Company are not available for four full fiscal quarters;
      or

              


      

       

      
        	
                 
      

              	
                (2)

              	
                which is to
      be acquired in whole or in part with Indebtedness, the incurrence of which
      will require the calculation on such date of the Acquisition EBITDA of
      such Acquisition EBITDA Entity for purposes of Section 2.6(b) of this
      Seventh Supplemental Indenture (Section 4.9 of the
    Indenture).

              


      

       

      “Additional Notes” means such
amount of the Company’s 8% Senior Subordinated Notes due 2020 (other than the
Initial Notes) as the Company may issue from time to time under this Seventh
Supplemental Indenture in accordance with Section 2.2 hereof as part of the same
series as the Initial Notes.

       

      “Adjusted EBITDA” means, as of
any date of determination and without duplication, the sum of:

       

      
        	
                 
      

              	
                (1)

              	
                EBITDA of
      the Company and its Restricted Subsidiaries for the Company’s most
      recently ended four full fiscal quarters for which internal financial
      statements are available at such date of determination;
  and

              


      

       

      
        	
                 
      

              	
                (2)

              	
                Acquisition
      EBITDA of each business or Person that is an Acquisition EBITDA Entity as
      of such date of determination, multiplied by a fraction, (i) the
      numerator of which is 12 minus the number of months (and/or any portion
      thereof) in such most recent four full fiscal quarters for which the
      financial results of such Acquisition EBITDA Entity are included in the
      EBITDA of the Company and its Restricted Subsidiaries under
      clause (1) above, and (ii) the denominator of which is
      12.  The effects of unusual items, including merger-related
      expenses permitted to be shown as a separate line item on a statement of
      operations in accordance with GAAP, or non-recurring items in respect of
      the Company, a Restricted

              


      

       


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      Subsidiary or an
Acquisition EBITDA Entity occurring in any period shall be excluded in the
calculation of Adjusted EBITDA.

       

      “Agent Members” means members
of, or participants in, the Depository.

       

      “Attributable Indebtedness” in
respect of a Sale and Leaseback Transaction means, as of the time of
determination, the greater of:

       

      
        	
                 
      

              	
                (1)

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

              


      

       

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

       

      “Cash Equivalents”
means:

       

      
        	
                 
      

              	
                (1)

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

              


      

       

      
        	
                 
      

              	
                (2)

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

              


      

       

      
        	
                 
      

              	
                (3)

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

              


      

       

      
        	
                 
      

              	
                (4)

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

              


      

       

      
        	
                 
      

              	
                (5)

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

              


      

       

      “Change of Control” means the
occurrence of any of the following events:

       

      
        	
                 
      

              	
                (1)

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

              


      

       

      
        	
                 
      

              	
                (2)

              	
                the Company
      consolidates with, or merges with or into, another Person or conveys,
      transfers, leases or otherwise disposes of all or substantially all of its
      assets to any Person, or any Person consolidates with, or merges with or
      into, the Company, in any such event pursuant to a transaction in which
      the outstanding Voting Stock of the Company is converted into or exchanged
      for cash, securities

              


      

       


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      or other
property, other than any such transaction where (i) the outstanding Voting
Stock of the Company is not converted or exchanged at all (except to the extent
necessary to reflect a change in the jurisdiction of incorporation) or is
converted into or exchanged for (A) Voting Stock (other than Disqualified
Stock) of the surviving or transferee Person or (B) cash, securities and
other property (other than Capital Stock described in the foregoing
clause (A)) of the surviving or transferee Person in an amount that could
be paid as a Restricted Payment pursuant to Section 2.6(a) of the Seventh
Supplemental Indenture (Section 4.8 of the Indenture) and (ii) immediately
after such transaction, no “person” or “group” (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act), other than the Principal
Stockholders (or any of them), is the “beneficial owner” (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of
more than a majority of the total outstanding Voting Stock of the surviving or
transferee Person;

       

      
        	
                 
      

              	
                (3)

              	
                during any
      consecutive two-year period, individuals who at the beginning of such
      period constituted the Board of Directors (together with any new directors
      whose election to such Board of Directors, or whose nomination for
      election by the stockholders of the Company, was approved by a vote of
      662/3% of
      the directors then still in office who were either directors at the
      beginning of such period or whose election or nomination for election was
      previously so approved) cease for any reason to constitute a majority of
      the Board of Directors then in office;
or

              


      

       

      
        	
                 
      

              	
                (4)

              	
                the Company
      is liquidated or dissolved or adopts a plan of liquidation or dissolution
      other than in a transaction which complies with Section 5.1 of the
      Indenture.

              


      

       

      “Consolidated Adjusted Net
Income” means, for any period, the net income (or net loss) of the
Company and its Restricted Subsidiaries for such period as determined on a
consolidated basis in accordance with GAAP, adjusted to the extent included in
calculating such net income or loss by excluding:

       

      
        	
                 
      

              	
                (1)

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

              


      

       

      
        	
                 
      

              	
                (2)

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

              


      

       

      
        	
                 
      

              	
                (3)

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

              


      

       

      
        	
                 
      

              	
                (4)

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

              


      

       


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      “Consolidated Income Tax
Expense” means, for any period, the provision for federal, state, local
and foreign income taxes of the Company and its Restricted Subsidiaries for such
period as determined on a consolidated basis in accordance with
GAAP.

       

      “Consolidated Interest
Expense” means, for any period, without duplication, the sum
of:

       

      
        	
                 
      

              	
                (1)

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

              


      

       

      
        	
                 
      

              	
                (i)

              	
                amortization
      of debt discount;

              


      

       

      
        	
                 
      

              	
                (ii)

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

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      interest portion of any deferred payment
  obligation;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                amortization
      of debt issuance costs; and

              


      

       

      
        	
                 
      

              	
                (v)

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

              


      

       

      
        	
                 
      

              	
                (2)

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

              


      

       

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

       

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

       

      “Credit Agent” means JPMorgan
Chase Bank, N.A., in its capacity as administrative agent for the lenders party
to the Credit Agreement, or any successor or successors party
thereto.

       

      “Credit Agreement” means that
certain Credit Agreement, dated as of April 16, 2007, as amended, among the
Company, the lenders party thereto and the Credit Agent, as amended, restated,
supplemented, modified, renewed, refunded, increased, extended, replaced or
refinanced from time to time.

       

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

       

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

       

      
        	
                 
      

              	
                (1)

              	
                Consolidated
      Interest Expense for such period;
plus

              


      

       

      
        	
                 
      

              	
                (2)

              	
                Consolidated
      Income Tax Expense for such period;
plus

              


      

       


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (3)

              	
                Consolidated
      Non-Cash Charges for such period.

              


      

       

      “Equity Interests” means
Capital Stock and all warrants, options or other rights to acquire Capital Stock
(but excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).

       

      “Equity Proceeds”
means:

       

      
        	
                 
      

              	
                (1)

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

              


      

       

      
        	
                 
      

              	
                (2)

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

              


      

       

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

       

      “Existing Indebtedness” means
Indebtedness of the Company and its Subsidiaries (other than under the Credit
Agreement) in existence on the date of the Seventh Supplemental Indenture, until
such amounts are repaid.

       

      “Global Note” means a
permanent global Note that contains the paragraph referred to in Section 2.15.3
of the Indenture and the additional Schedule of Exchanges of Notes to the form
of the Note attached hereto as Exhibit A, and that is deposited with and
registered in the name of the Depository.

       

      “Initial Notes” means the
first $300,000,000 aggregate principal amount of 8% Senior Subordinated Notes
due 2020 that are issued under this Seventh Supplemental Indenture, as amended
or supplemented from time to time pursuant to the Indenture.

       

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

       

      “Leverage Ratio” means, at any
date, the ratio of:

       

      
        	
                 
      

              	
                (1)

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

              


      

       

      
        	
                 
      

              	
                (2)

              	
                Adjusted
      EBITDA, after giving pro forma effect, without duplication,
    to

              


      

       

      
        	
                 
      

              	
                (i)

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

              


      

       


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (ii)

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

              


      

       

      
        	
                 
      

              	
                (iii)

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

              


      

       

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

       

      ‘‘Make-Whole Amount’’ means,
with respect to any Note, an amount equal to the excess, if any,
of:

       

      (1) the present
value of the remaining principal, premium and interest payments that would be
payable with respect to such Note if such Note were redeemed on June 15, 2013,
computed using a discount rate equal to the Treasury Rate plus 75 basis points,
over

       

      (2) the
outstanding principal amount of such Note.

       

      ‘‘Make-Whole Average Life’’
means, with respect to any date of redemption of Notes, the number of years
(calculated to the nearest one-twelfth) from such redemption date to June 15,
2013.

       

      “Make-Whole Price” means, with
respect to any Note, the greater of:

       

      
        	
                 
      

              	
                (1)

              	
                the sum of
      the principal amount of and Make-Whole Amount with respect to such Note;
      and

              


      

       

      
        	
                 
      

              	
                (2)

              	
                the
      redemption price of such Note on June 15,
2013.

              


      

       

      “Market Price”
means:

       

      
        	
                 
      

              	
                (1)

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

              


      

       

      
        	
                 
      

              	
                (2)

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

              


      

       

      The closing price
for each day shall be:

       

      
        	
                 
      

              	
                (1)

              	
                if such
      Equity Interests are then listed or admitted to trading on the New York
      Stock Exchange, the closing price on the NYSE Consolidated Tape (or any
      successor consolidated tape reporting transactions on the New York Stock
      Exchange) or, if such composite tape shall not be in use or shall not
      report transactions in such Equity Interests, or if such Equity Interests
      shall be listed on a

              


      

       


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                stock
      exchange other than the New York Stock Exchange (including for this
      purpose the Nasdaq Global Market), the last reported sale price regular
      way for such day, or in case no such reported sale takes place on such
      day, the average of the closing bid and asked prices regular way for such
      day, in each case on the principal national securities exchange on which
      such Equity Interests are listed or admitted to trading (which shall be
      the national securities exchange on which the greatest number of such
      Equity Interests have been traded during such 20 consecutive trading
      days); or

              


      

       

      
        	
                 
      

              	
                (2)

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

              


      

       

      “Net Proceeds” means the
aggregate cash proceeds received by the Company or any of its Restricted
Subsidiaries in respect of any Asset Sale, which amount is equal to the excess,
if any, of:

       

      
        	
                 
      

              	
                (1)

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

              


      

       

      
        	
                 
      

              	
                (2)

              	
                the sum
      of:

              


      

       

      
        	
                 
      

              	
                (i)

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

              


      

       

      
        	
                 
      

              	
                (ii)

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

              


      

       

      
        	
                 
      

              	
                (iii)

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

              


      

       

      
        	
                 
      

              	
                (iv)

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

              


      

       


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      


       

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

       

      “Permitted Investments”
means:

       

      
        	
                 
      

              	
                (1)

              	
                any
      Investments in the Company or in a Restricted Subsidiary (other than an
      Excluded Restricted Subsidiary) of the Company, including without
      limitation the Guarantee of Indebtedness permitted under Section 2.6(b) of
      the Seventh Supplemental Indenture (Section 4.9 of the
      Indenture);

              


      

       

      
        	
                 
      

              	
                (2)

              	
                any
      Investments in Cash Equivalents;

              


      

       

      
        	
                 
      

              	
                (3)

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

              


      

       

      
        	
                 
      

              	
                (i)

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

              


      

       

      
        	
                 
      

              	
                (ii)

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

              


      

       

      
        	
                 
      

              	
                (4)

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

              


      

       

      
        	
                 
      

              	
                (5)

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

              


      

       

      
        	
                 
      

              	
                (6)

              	
                Investments
      by the Company or a Restricted Subsidiary (other than an Excluded
      Restricted Subsidiary) in one or more Excluded Restricted Subsidiaries,
      the aggregate outstanding amount of which does not exceed 30% of the
      consolidated assets of the Company and its Restricted Subsidiaries (and,
      for the avoidance of doubt, Permitted Investments shall include any
      Investment by an Excluded Restricted Subsidiary in another Excluded
      Restricted Subsidiary).

              


      

       

      “Permitted Liens”
means:

       

      
        	
                 
      

              	
                (1)

              	
                Liens
      existing as of the date of issuance of the
  Notes;

              


      

       

      
        	
                 
      

              	
                (2)

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

              


      

       

      
        	
                 
      

              	
                (3)

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

              


      

       

      
        	
                 
      

              	
                (4)

              	
                Liens
      securing the Notes or the
Guarantees;

              


      

       

      


       


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (5)

              	
                any
      interest or title of a lessor under any Capital Lease Obligation or Sale
      and Leaseback Transaction so long as the Indebtedness, if any, secured by
      such Lien does not exceed the principal amount of Indebtedness permitted
      under Section 2.6(b) of the Seventh Supplemental Indenture (Section 4.9 of
      the Indenture);

              


      

       

      
        	
                 
      

              	
                (6)

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

              


      

       

      
        	
                 
      

              	
                (7)

              	
                Liens
      securing Hedging Obligations permitted to be incurred pursuant to
      clause (7) of Section 2.6(b) of the Seventh Supplemental Indenture
      (clause (7) of Section 4.9 of the
Indenture);

              


      

       

      
        	
                 
      

              	
                (8)

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

              


      

       

      
        	
                 
      

              	
                (9)

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

              


      

       

      
        	
                 
      

              	
                (10)

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

              


      

       

      
        	
                 
      

              	
                (11)

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

              


      

       

      
        	
                 
      

              	
                (12)

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

              


      

       

      
        	
                 
      

              	
                (13)

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

              


      

       


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      


       

      
        	
                 
      

              	
                (14)

              	
                Liens
      arising under options or agreements to sell
  assets;

              


      

       

      
        	
                 
      

              	
                (15)

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

              


      

       

      
        	
                 
      

              	
                (16)

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

              


      

       

      “Principal Stockholders” means
each of Vincent J. Ryan, Schooner Capital LLC, C. Richard Reese, Kent P. Dauten,
and their respective Affiliates.

       

      “Qualified Equity Offering”
means an offering of Capital Stock, other than Disqualified Stock, of the
Company for Dollars, whether registered or exempt from registration under the
Securities Act.

       

      “Qualified Issuer”
means:

       

      
        	
                 
      

              	
                (1)

              	
                any lender
      party to the Credit Agreement; or

              


      

       

      
        	
                 
      

              	
                (2)

              	
                any
      commercial bank:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                which has
      capital and surplus in excess of $500,000,000;
  and

              


      

       

      
        	
                 
      

              	
                (ii)

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

              


      

       

      “Qualifying Sale and Leaseback
Transaction” means any Sale and Leaseback Transaction between the Company
or any of its Restricted Subsidiaries and any bank, insurance company or other
lender or investor providing for the leasing to the Company or such Restricted
Subsidiary of any property (real or personal) which has been or is to be sold or
transferred by the Company or such Restricted Subsidiary to such lender or
investor or to any Person to whom funds have been or are to be advanced by such
lender or investor and where the property in question has been constructed or
acquired after the date of the Seventh Supplemental Indenture.

       

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

       

      
        	
                 
      

              	
                (1)

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

              


      

       

      
        	
                 
      

              	
                (2)

              	
                such
      Refinancing Indebtedness shall have a Weighted Average Life to Maturity
      equal to or greater than the Weighted Average Life to Maturity of the
      Indebtedness

              


      

       


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                so repaid,
      redeemed, defeased, extended, refinanced, renewed, replaced or refunded or
      shall mature after the maturity date of the
  Notes;

              


      

       

      
        	
                 
      

              	
                (3)

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

              


      

       

      
        	
                 
      

              	
                (4)

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

              


      

       

      
        	
                 
      

              	
                (5)

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

              


      

       

      “Restricted Subsidiary”
means:

       

      
        	
                 
      

              	
                (1)

              	
                each direct
      or indirect Subsidiary of the Company existing on the date of the
      Indenture (other than Iron Mountain South America Ltd., Iron Mountain
      Mexico, S.A. de R.L. de C.V., Iron Mountain India Holdings, IM Australia
      Holdings Pty Ltd., IM New Zealand Holdings ULC, Iron Mountain Asia Pacific
      Holdings Limited, Iron Mountain Caribbean Holdings Limited, Iron Mountain
      Assurance Corporation, Mountain West Palm Real Estate, Inc. and Upper
      Providence Venture I, L.P. and their respective direct and indirect
      Subsidiaries, and all direct and indirect Subsidiaries of Iron Mountain
      Europe (Group) Limited (other than IME, Iron Mountain (UK) Limited and
      Iron Mountain Secure Shredding Ltd.) and IRMT Cyprus Finance Limited);
      and

              


      

       

       

      
        	
                 
      

              	
                (2)

              	
                any other
      direct or indirect Subsidiary of the Company formed, acquired or existing
      after the date of the Indenture (including an Excluded Restricted
      Subsidiary), excluding, however (unless otherwise designated by the
      Company’s board of directors) any such direct or indirect Subsidiary of
      Iron Mountain South America Ltd., Iron Mountain Mexico, S.A. de R.L. de
      C.V., Iron Mountain India Holdings, IM Australia Holdings Pty Ltd., IM New
      Zealand Holdings ULC, Iron Mountain Asia Pacific Holdings Limited, Iron
      Mountain Europe (Group) Limited, IRMT Cyprus Finance Limited, Iron
      Mountain Caribbean Holdings Limited, Iron Mountain Assurance Corporation,
      Mountain West Palm Real Estate, Inc. or Upper Providence Venture I,
      L.P.,

              


      

       


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      


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

      


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

       

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

       

      “Senior Debt”
means:

       

      
        	
                 
      

              	
                (1)

              	
                the Senior
      Bank Debt; and

              


      

       

      
        	
                 
      

              	
                (2)

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

              


      

       

      
        	
                 
      

              	
                (i)

              	
                on a parity
      with or subordinated in right of payment to the Notes;
  or

              


      

       

      
        	
                 
      

              	
                (ii)

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

              


      

       

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

       

      
        	
                 
      

              	
                (1)

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

              


      

       

      
        	
                 
      

              	
                (2)

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

              


      

       

      
        	
                 
      

              	
                (3)

              	
                any trade
      payables; or

              


      

       

      
        	
                 
      

              	
                (4)

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

              


      

       

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

       


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      Average Life is
less than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be
used.

       

      “Unrestricted Subsidiary”
means:

       

      
        	
                 
      

              	
                (1)

              	
                any
      Subsidiary that is designated by the Board of Directors as an Unrestricted
      Subsidiary in accordance with Section 2.6(h) of the Seventh Supplemental
      Indenture (Section 4.15 of the Indenture);
and

              


      

       

      
        	
                 
      

              	
                (2)

              	
                any
      Subsidiary of an Unrestricted
Subsidiary.

              


      

       

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

       

      “Weighted Average Life to
Maturity” means, when applied to any Indebtedness at any date, the number
of years obtained by dividing:

       

      
        	
                 
      

              	
                (1)

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

              


      

       

      
        	
                 
      

              	
                (2)

              	
                the then
      outstanding principal amount of such
  Indebtedness.

              


      

       

      “Wholly Owned Restricted
Subsidiary” means any Restricted Subsidiary of the Company all of the
outstanding Capital Stock or other ownership interests of which (other than
directors’ qualifying shares) shall at the time be owned by the Company or by
one or more Wholly Owned Restricted Subsidiaries of the Company.

       

      “1996 Indenture Date” means
October 1, 1996.

       

      “1999 Indenture Date” means
April 26, 1999.

       

      “63⁄4% Notes” means the
Company’s 63⁄4% Senior Subordinated
Notes due 2018 issued pursuant to the Indenture.

       

      “65⁄8% Notes” means the
Company’s 65⁄8% Senior Subordinated
Notes due 2016 issued pursuant to the Indenture.

       

      “71⁄4% Notes” means the
Company’s 71⁄4% GBP
Senior Subordinated Notes due 2014 issued pursuant to the
Indenture.

       

      “71⁄2% Notes” means the 71⁄2%
Senior Subordinated Notes of Iron Mountain Canada Corporation due
2017.

       

      “73⁄4% Notes” means the
Company’s 73⁄4% Senior Subordinated Notes due 2015 issued pursuant to the
Indenture.

       


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      


       

      “8% Notes” means the Company’s
8% Senior
Subordinated Notes due 2018 issued pursuant to the Indenture.

       

      “83⁄4% Notes” means the
Company’s 83⁄4% Senior
Subordinated Notes due 2018 issued pursuant to the Indenture.

       

      “85⁄8% Notes” means the
Company’s Senior Subordinated Notes due 2013 issued pursuant to the indenture
dated April 3, 2001, by and among the Company, certain of its subsidiaries and
the Trustee.

       

      (b)  Other
Definitions

       

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

       

      
        	 	
                Term

              	
                Defined in
      Section

              
	 	 
      	 
      
	 	
                “Affiliate
      Transaction”

              	
                2.6(e)

              
	 	
                “Asset
      Sale”

              	
                2.6(j)

              
	 	
                “Asset Sale
      Offer”

              	
                2.6(j)

              
	 	
                “Authentication
      Order”

              	
                2.2

              
	 	
                “CDS”

              	
                2.4(g)(2)

              
	 	
                “Change of
      Control Offer”

              	
                2.6(k)

              
	 	
                “Change of
      Control Payment”

              	
                2.6(k)

              
	 	
                “Change of
      Control Payment Date”

              	
                2.6(k)

              
	 	
                “Commencement
      Date”

              	
                2.6(j)

              
	 	
                “Company”

              	
                Preamble

              
	 	
                “Excess
      Proceeds”

              	
                2.6(j)

              
	 	
                “Seventh
      Supplemental Indenture”

              	
                Preamble

              
	 	
                “Indenture”

              	
                Recitals

              
	 	
                “Offer
      Amount”

              	
                2.5

              
	 	
                “Offer
      Period”

              	
                2.5

              
	 	
                “Previously
      Issued Notes”

              	
                2.16

              
	 	
                “Purchase
      Date”

              	
                2.5

              
	 	
                “Required
      Consent”

              	
                2.16

              
	 	
                “Restricted
      Payments”

              	
                2.6(a)

              
	 	
                “Trustee”

              	
                Preamble

              


      

      


       

      ARTICLE
2.


       

      FORM AND TERMS OF
THE NOTES

       

      Section
2.1.  Form
and Dating

       

      (a)  General.  The
Notes and the Trustee’s certificate of authentication shall be substantially in
the form of Exhibit A attached hereto.  The Notes may have notations,
legends or endorsements required by law, stock exchange rule or
usage.  Each Note shall be dated the date of its
authentication.  The Notes shall be in denominations of $2,000 and
integral multiples of $1,000 in excess thereof.

       

      The terms and
provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of the Seventh Supplemental Indenture and the Indenture, and the
Company, the Guarantors and the Trustee, by their execution and delivery of the
Seventh Supplemental Indenture and the Indenture (or in the case of any
Guarantor that becomes such after the date hereof, a supplemental indenture
pursuant to Section 2.6(g) of this Seventh Supplemental Indenture (Section 4.14
of the

       


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      Indenture)),
expressly agree to such terms and provisions and to be bound
thereby.  However, to the extent any provision of any Note conflicts
with the express provisions of the Indenture (as supplemented by this Seventh
Supplemental Indenture), the provisions of the Indenture shall govern and be
controlling.

       

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

       

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

       

      (c)  Book-Entry
Provisions. This
Section 2.1(c) shall apply only to the Global Notes deposited with or on behalf
of the Depository.

       

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

       

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

       

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

       

      Section
2.2.  Execution and
Authentication.

       

      The Trustee
shall, upon a written order of the Company signed by an Officer, authenticate up
to $300,000,000 aggregate principal amount of Initial Notes and such amount of
Additional Notes as the Company may issue from time to time.

       

      Section
2.3.  Depository and Paying Agent
for Notes.

       

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

       


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      


       

      Section
2.4.  Transfer and Exchange of
Notes.

       

      (a)  Transfer and Exchange of Global
Notes.  The transfer and
exchange of beneficial interests in the Global Notes shall be effected through
the Depository, in accordance with the Seventh Supplemental Indenture and the
Indenture and the procedures of the Depository therefor.  Beneficial
interests in the Global Notes may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in the Global Notes.

       

      (b)  Transfer and Exchange of
Definitive Notes.  When Definitive
Notes are presented by a Holder to the Registrar with a request:

       

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

       

      (y) to exchange such Definitive Notes for an
equal principal amount of Definitive Notes of other authorized denominations,
the Registrar shall register the transfer or make the exchange as requested if
its requirements for such transactions are met; provided, however, that the
Definitive Notes presented or surrendered for register of transfer or exchange
shall be duly endorsed or accompanied by a written instruction of transfer in
form satisfactory to the Registrar duly executed by such Holder or by his
attorney, duly authorized in writing.

       

      (c)  Restrictions on Transfer and
Exchange of Global Notes.

       

      Notwithstanding
any other provision of the Seventh Supplemental Indenture or the Indenture
(other than the provisions set forth in subsection (d) of this Section 2.4), the
Global Notes may not be transferred as a whole except by the Depository to a
nominee of the Depository, by a nominee of the Depository to the Depository or
to another nominee of the Depository, or by the Depository or any such nominee
to a successor Depository or a nominee of such successor
Depository.

       

      (d)  Authentication of Definitive
Notes in Absence of Depository.  If at any
time:

       

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

       

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

       

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

       

      (e)  Cancellation and/or Adjustment
of the Global Notes.  At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.12 of the
Indenture.  At any time prior to such cancellation, if any beneficial
interest in a Global Note is exchanged for or transferred to a Person who will
take delivery thereof in the form of a beneficial interest in another Global
Note or for Definitive Notes, the principal amount of Notes represented by the
Global Note shall be reduced accordingly and an endorsement shall be made on
such Global Note by the Trustee or by the Depository at the direction of the
Trustee to reflect such reduction; and if the beneficial interest is being
exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note, such other Global Note
shall be increased accordingly and an endorsement will

       


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      be made on such
Global Note by the Trustee or by the Depository at the direction of the Trustee
to reflect such increase.

       

      (f)  General Provisions Relating to
Transfers and Exchanges.  (i)  To
permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of
an Authentication Order in accordance with Section 2.2 hereof or at the
Registrar’s request.

       

      
        	
                 
      

              	
                (ii)

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

              


      

       

      
        	
                 
      

              	
                (iii)

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

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                The Company
      shall not be required to register the transfer of or to exchange a Note
      between a record date and the next succeeding interest payment
      date.

              


      

       

      
        	
                 
      

              	
                (v)

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

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                The Trustee
      shall authenticate Definitive Notes and the Global Notes in accordance
      with the provisions of Section 2.2 hereof and Section 2.3 of the
      Indenture.

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                All
      certifications, certificates and opinions of counsel required to be
      submitted to the Registrar pursuant to this Section 2.4 to effect a
      registration of transfer or exchange may be submitted by
      facsimile.

              


      

       

      Section
2.5.  Redemption.

       

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

       

      §
3.7.  Optional
Redemption.

       

      Prior to June 15,
2013, the Notes shall be subject to redemption at any time at the option of the
Company, in whole or in part, upon not less than 10 nor more than 60 days’
notice, at the Make-Whole Price, plus accrued and unpaid interest to but
excluding the applicable redemption date. On and after June 15, 2013, the Notes
will be subject to redemption at any time at the option of the Company,
in

       


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      whole or in part,
upon not less than 10 nor more than 60 days’ notice, at the redemption price
(expressed as percentages of principal amount) set forth below, plus accrued and
unpaid interest to but excluding the applicable redemption date, if redeemed
during the 12-month period beginning on of the years indicated
below:

       

      
        	 	
                Year

              	
                Percentage

              	 
	 	 
      	 
      	 
	 	
                June 15,
      2013

              	
                104.000%

              	 
	 	
                June 15,
      2014

              	
                102.667%

              	 
	 	
                June 15,
      2015

              	
                101.333%

              	 
	 	
                June 15,
      2016 and thereafter

              	
                100.000%

              	 
	 	 
      	 
      	 


      

      


      Notwithstanding
the foregoing, at any time prior to June 15, 2011 the Company may on any one or
more occasions redeem the Notes at a redemption price of 108% of the principal
amount thereof, plus accrued and unpaid interest, and Liquidated Damages, if
any, to the redemption date, with the net cash proceeds of one or more Qualified
Equity Offerings; provided that:

       

      
        	
                 
      

              	
                (1)

              	
                at least
      $195.0 million in the aggregate principal amount of the Notes (including
      any Additional Notes) issued under the Indenture remains outstanding
      immediately after the occurrence of such redemption (excluding Notes held
      by the Company and the Company’s Subsidiaries);
  and

              


      

       

      
        	
                 
      

              	
                (2)

              	
                the
      redemption must occur within six months of the date of the closing of any
      such Qualified Equity Offering.

              


      

       

      
      

       

      
                 §
3.8.  Mandatory
Redemption.

      

       

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

       

      §
3.9  Asset
Sale Offers.

       

      In the event that
the Company shall commence an Asset Sale Offer pursuant to Section 4.17 hereof,
it shall follow the procedures specified below:

       

      The Asset Sale
Offer shall remain open for 20 Business Days after the Commencement Date
relating to such Asset Sale Offer, except to the extent required to be extended
by applicable law (as so extended, the “Offer Period”).  No later than
one Business Day after the termination of the Offer Period (the “Purchase
Date”), the Company shall purchase the principal amount (the “Offer Amount”) of
Notes required to be purchased in such Asset Sale Offer pursuant to Sections 3.2
and 4.17 hereof or, if less than the Offer Amount has been tendered, all Notes
tendered in response to the Asset Sale Offer.

       

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

       

      On the
Commencement Date of any Asset Sale Offer, the Company shall send or cause to be
sent, by first class mail, a notice to each of the Holders, with a copy to the
Trustee.  Such notice, which

       


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      shall govern the
terms of the Asset Sale Offer, shall contain all instructions and materials
necessary to enable the Holders to tender Notes pursuant to the Asset Sale Offer
and shall state:

       

      
        	
                 
      

              	
                (1)

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

              


      

       

      
        	
                 
      

              	
                (2)

              	
                the Offer
      Amount, the purchase price and the Purchase
  Date;

              


      

       

      
        	
                 
      

              	
                (3)

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

              


      

       

      
        	
                 
      

              	
                (4)

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

              


      

       

      
        	
                 
      

              	
                (5)

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

              


      

       

      
        	
                 
      

              	
                (6)

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

              


      

       

      
        	
                 
      

              	
                (7)

              	
                that, if
      the aggregate principal amount of Notes surrendered by Holders exceeds the
      Offer Amount, the Trustee shall select the Notes to be purchased on a
      pro rata basis
      (with such adjustments as may be deemed to be appropriate by the Company
      so that only Notes in denominations of $2,000, or integral multiples of
      $1,000 in excess thereof, shall be purchased);
  and

              


      

       

      
        	
                 
      

              	
                (8)

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

              


      

       

      On or before
12:00 noon on each Purchase Date, the Company shall irrevocably deposit with the
Trustee or Paying Agent in immediately available funds the aggregate purchase
price with respect to a principal amount of Notes equal to the Offer Amount,
together with accrued interest thereon, to be held for payment in accordance
with the terms of this Section 3.9.  On the Purchase Date, the Company
shall, to the extent lawful, (i) accept for payment, on a pro rata basis to the extent
necessary, an aggregate principal amount equal to the Offer Amount of Notes and
other notes (in accordance with the terms of Section 4.17 of the Indenture)
tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has
been tendered, all Notes and such other notes or portions thereof tendered, (ii)
deliver or cause the Paying Agent or depositary, as the case may be, to deliver
to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers’
Certificate stating that such Notes or portions thereof were accepted for
payment by the Company in accordance with the terms of this Section
3.9.  The Company, depositary or Paying Agent, as the case may be,
shall promptly (but in any case not later than three Business Days after the
Purchase Date) mail or deliver to each tendering Holder an amount equal to
the

       


      
        
           


        

        
          20

          
            

          

        

        
           


        

      


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

       

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

       

      Each purchase
pursuant to this Section 3.9 shall be made pursuant to the provisions of
Sections 3.1 through 3.6 hereof to the extent applicable.

       

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

       

      Section
2.6.  Additional Covenants.

       

      With respect to
the Notes issued under this Seventh Supplemental Indenture, Sections 2.6(a)
through 2.6(l) are added to Article IV of the Indenture.

       


      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      (a)  Restricted
Payments.

       

      §4.8.  Restricted
Payments.  The Company
shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly:

       

      
        	
                 
      

              	
                (1)

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

              


      

       

      
        	
                 
      

              	
                (2)

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

              


      

       

      
        	
                 
      

              	
                (3)

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

              


      

       

      
        	
                 
      

              	
                (4)

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

              


      

       

      unless, at the
time of such Restricted Payment:

       

      
        	
                 
      

              	
                (i)

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

              


      

       


      
        	
                 
      

              	
                (ii)

              	
                the Company
      would, at the time of such Restricted Payment and after giving pro forma
      effect thereto, have been permitted to incur at least $1.00 of additional
      Indebtedness pursuant to the test set forth in the first paragraph of
      Section 4.9 of the Indenture; and

              


      

       

      
        	
                 
      

              	
                (iii)

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

              


      

       

      
        	
                 
      

              	
                The
      foregoing provisions will not
prohibit:

              


      

       

      
        	
                 
      

              	
                (1)

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

              


      

       

      
        	
                 
      

              	
                (2)

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

              


      

       

      
        	
                 
      

              	
                (3)

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

              


      

       

      
        	
                 
      

              	
                (4)

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

              


      

       

      
        	
                 
      

              	
                (5)

              	
                the
      repurchase of any Indebtedness subordinated in right of payment to the
      Notes at a purchase price not greater than 101% of the principal amount of
      such Indebtedness in the event of a Change of Control in accordance with
      provisions similar to the covenant set forth in Section 4.18 of the
      Indenture, provided that prior to or contemporaneously with such
      repurchase the Company has made the Change of Control Offer as provided in
      such covenant with respect to the
Notes

              


      

       


      
        
           


        

        
          22

          
            

          

        

        
           


        

      


      and has
repurchased all Notes validly tendered for payment in connection with such
Change of Control Offer; and

       

      
        	
                 
      

              	
                (6)

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

              


      

       

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

       

      If an Investment
results in the making of a Restricted Payment, the aggregate amount of all
Restricted Payments deemed to have been made as calculated under the foregoing
provision shall be reduced by the amount of any net reduction in such Investment
(resulting from the payment of interest or dividends, loan repayment, transfer
of assets or otherwise) to the extent such net reduction is not included in the
Company’s EBITDA; provided, however, that the total
amount by which the aggregate amount of all Restricted Payments may be reduced
may not exceed the lesser of (a) the cash proceeds received by the Company
and its Restricted Subsidiaries in connection with such net reduction and
(b) the initial amount of such Investment.  In addition, for the
avoidance of doubt and to avoid double counting, if an Investment results in the
making of a Restricted Payment, then the subsequent assignment, contribution,
distribution or other transfer of such Investment by the Company or any
Restricted Subsidiary of the Company to any Excluded Restricted Subsidiary or
Unrestricted Subsidiary shall not be considered a new Investment or Restricted
Payment and shall not further reduce the amount that would otherwise be
available for Restricted Payments under clause (iii) of the first paragraph of
this Section.

       

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

       

      For the purpose
of making any Restricted Payment calculations under the Indenture:

       

      
        	
                 
      

              	
                (1)

              	
                Investments
      shall include the fair market value of the net assets of any Restricted
      Subsidiary at the time that such Restricted Subsidiary is designated an
      Unrestricted Subsidiary and shall exclude the fair market value of the net
      assets of any Unrestricted Subsidiary that is designated as a Restricted
      Subsidiary, in each case with fair market value determined by the Board of
      Directors in good faith and, for the avoidance of doubt, such inclusions
      and exclusions will not be limited by the amount of any Investment or
      aggregate Investments;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                any asset
      or property transferred to or from an Unrestricted Subsidiary shall be
      valued at fair market value at the time of such transfer, provided that,
      in each case, the fair market value of an asset or property is as
      determined by the Board of Directors in good faith and, for the avoidance
      of doubt, the fair market value (as so determined) of such asset of
      property shall be subtracted from (in the case of a transfer to an
      Unrestricted Subsidiary) or added to (in the case of a transfer from
      an

              


      

       


      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      Unrestricted
Subsidiary) the calculation under clause (iii) of the first paragraph of this
Section; and

       

      
        	
                 
      

              	
                (3)

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

              


      

       

      The Board of
Directors may designate a Restricted Subsidiary to be an Unrestricted Subsidiary
in compliance with Section 4.15 of the Indenture.  Upon such
designation, all outstanding Investments by the Company and its Restricted
Subsidiaries (except to the extent repaid in cash) in the Subsidiary so
designated will be deemed to be Restricted Payments made at the time of such
designation and will reduce the amount available for Restricted Payments under
the first paragraph of this covenant.  Such designation will only be
permitted if such Restricted Payment would be permitted at such time and if such
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary.

       

      (b)  Incurrence of
Indebtedness and Issuance of Preferred Stock.

       

      §4.9.  Incurrence of Indebtedness
and Issuance of Preferred Stock.  The Company
shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly, create, incur, issue, assume, guaranty or otherwise become
directly or indirectly liable with respect to (collectively, “incur”) any
Indebtedness (including Acquired Debt) and the Company shall not permit any of
its Restricted Subsidiaries to issue any shares of preferred stock; provided,
however, that the Company may incur Indebtedness and may permit a Restricted
Subsidiary to incur Indebtedness if at the time of such incurrence and after
giving effect thereto the Leverage Ratio would be less than 6.5 to
1.0.

       

      The foregoing
limitations shall not apply to:

       

      
        	
                 
      

              	
                (1)

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

              


      

       

      
        	
                 
      

              	
                (2)

              	
                the
      issuance by the Restricted Subsidiaries of Subsidiary
      Guarantees;

              


      

       

      
        	
                 
      

              	
                (3)

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

              


      

       

      
        	
                 
      

              	
                (4)

              	
                the
      issuance by the Company of the
Notes;

              


      

       

      
        	
                 
      

              	
                (5)

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

              


      

       

      
        	
                 
      

              	
                (6)

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

              


      

       

      
        	
                 
      

              	
                (7)

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

              


      

       

      
        	
                 
      

              	
                (8)

              	
                the
      incurrence by the Company and its Restricted Subsidiaries of Indebtedness
      arising out of letters of credit, performance bonds, surety bonds and
      bankers’

              


      

       


      
        
           


        

        
          24

          
            

          

        

        
           


        

      


      acceptances
incurred in the ordinary course of business up to an aggregate of
$5.0 million at any one time outstanding;

       

      
        	
                 
      

              	
                (9)

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

              


      

       

      
        	
                 
      

              	
                (10)

              	
                the
      incurrence by the Company and its Restricted Subsidiaries of Refinancing
      Indebtedness issued in exchange for, or the proceeds of which are used to
      repay, redeem, defease, extend, refinance, renew, replace or refund,
      Indebtedness referred to in clauses (2) through (5) above, and
      this clause (10) or that was otherwise permitted to be incurred
      pursuant to the test set forth in the first paragraph of this Section
      4.9.

              


      

       

      (c)  Liens.

       

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

       

      (d)  Dividend and Other Payment Restrictions Affecting
Restricted Subsidiaries.

       

      §4.11.  Dividend and Other Payment
Restrictions Affecting Restricted Subsidiaries.  The Company
shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly, create or otherwise cause or suffer to exist or become effective
any encumbrance or restriction on the ability of any Restricted Subsidiary
to:

       

      
        	
                 
      

              	
                (1)

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

              


      

       

      
        	
                 
      

              	
                (2)

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

              


      

       

      
        	
                 
      

              	
                (3)

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

              


      

       

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

       

      
        	
                 
      

              	
                (1)

              	
                Existing
      Indebtedness;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                the Credit
      Agreement as in effect as of the date of the Indenture, and any
      amendments, modifications, restatements, renewals, increases, supplements,
      refundings, replacements or refinancing thereof, provided that such
      amendments, modifications, restatements, renewals, increases, supplements,
      refundings,

              


      

       


      
        
           


        

        
          25

          
            

          

        

        
           


        

      


      replacements or
refinancings are no more restrictive in the aggregate with respect to such
dividend and other payment restrictions than those contained in the Credit
Agreement as in effect on the date of the Indenture;

       

      
        	
                 
      

              	
                (3)

              	
                the
      Indenture and the Notes;

              


      

       

      
        	
                 
      

              	
                (4)

              	
                applicable
      law;

              


      

       

      
        	
                 
      

              	
                (5)

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

              


      

       

      
        	
                 
      

              	
                (6)

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

              


      

       

      
        	
                 
      

              	
                (7)

              	
                restrictions
      on the transfer of property subject to purchase money obligations or
      Capital Lease Obligations otherwise permitted by clause (5) of
      Section 4.9 of the Indenture;

              


      

       

      
        	
                 
      

              	
                (8)

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

              


      

       

      
        	
                 
      

              	
                (9)

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

              


      

       

      (e)  Transactions with
Affiliates.

       

      §4.12.  Transactions with
Affiliates.  The Company shall not, and shall not permit any of
its Restricted Subsidiaries to, sell, lease, transfer or otherwise dispose of
any of its properties or assets to, or purchase any property or assets from, or
enter into any contract, agreement, understanding, loan, advance or guarantee
with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate
Transaction”), unless:

       


      
        
           


        

        
          26

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (a)

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

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the Company
      delivers to the Trustee:

              


      

       

      
        	
                 
      

              	
                (i)

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

              


      

       

      
        	
                 
      

              	
                (ii)

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

              


      

       

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

       

      
        	
                 
      

              	
                (1)

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

              


      

       

      
        	
                 
      

              	
                (2)

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

              


      

       

      
        	
                 
      

              	
                (3)

              	
                transactions
      permitted by the provisions of Section 4.8 of the Indenture;
      and

              


      

       

      
        	
                 
      

              	
                (4)

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

              


      

       

      The provisions
set forth in clause (b) above shall not apply to sales of inventory by the
Company or any Restricted Subsidiary to any Affiliate in the ordinary course of
business.  The provisions of clause (b) (ii) above shall not
apply to loans or advances to the Company or any Restricted Subsidiary from, or
equity investments in the Company or any Restricted Subsidiary by, any Affiliate
to the extent permitted by the provisions of Section 4.9 of the
Indenture.

       

      

        
          
             


          

          
            27

            
              

            

          

          
             


          

        

      

       

      (f) Certain Senior Subordinated
Debt.

       

      §4.13.  Certain Senior Subordinated
Debt.  The Company
shall not incur any Indebtedness that is subordinated or junior in right of
payment to any Senior Debt of the Company and senior in any respect in right of
payment to the Notes.  The Company shall not permit any Restricted
Subsidiary to incur any Indebtedness that is subordinated or junior in right of
payment to its Senior Debt and senior in any respect in right of payment to its
Subsidiary Guarantee.

       

      (g) Additional Subsidiary
Guarantees.

       

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

       

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

       

      
        	
                 
      

              	
                (1)

              	
                subject to
      the provisions of the following paragraph, the Person formed by or
      surviving any such consolidation (or amalgamation) or merger (if other
      than such Restricted Subsidiary) assumes all the obligations of such
      Restricted Subsidiary under its Subsidiary Guarantee (except in the case
      of an Excluded Restricted Subsidiary) pursuant to a supplemental indenture
      in form and substance reasonably satisfactory to the
    Trustee;

              


      

       

      
        	
                 
      

              	
                (2)

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

              


      

       

      
        	
                 
      

              	
                (3)

              	
                such
      Restricted Subsidiary, or any Person formed by or surviving any such
      consolidation (or amalgamation) or merger, would be permitted to incur,
      immediately after giving effect to such transaction, at least $1.00 of
      additional Indebtedness pursuant to the test set forth in the first
      paragraph of Section 4.9 of the
Indenture.

              


      

       

      In the event
of:

       

      
        	
                 
      

              	
                (1)

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

              


      

       

      
        	
                 
      

              	
                (2)

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

              


      

       

      
        	
                 
      

              	
                (3)

              	
                the
      designation of a Restricted Subsidiary as an Unrestricted Subsidiary in
      accordance with the terms of Section 4.15 of the
  Indenture,

              


      

       

      then such
Restricted Subsidiary (in the event of a sale or other disposition, by way of
such a merger, consolidation (or amalgamation) or otherwise, of all of the
capital stock of such Restricted Subsidiary or in the event of the designation
of such Restricted Subsidiary as an Unrestricted Subsidiary) or the Person
acquiring the property (in the event of a sale or other disposition of all of
the assets of such Restricted

       


      
        
           


        

        
          28

          
            

          

        

        
           


        

      


      Subsidiary) will
be released and relieved of any obligations under its Subsidiary Guarantee,
provided that the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of Section 4.17 of the
Indenture.

       

      (h)  Designation of Unrestricted
Subsidiaries.

       

      §4.15.  Designation of Unrestricted
Subsidiaries.  The Board of Directors may designate any
Subsidiary (including any Restricted Subsidiary or any newly acquired or newly
formed Subsidiary) to be an Unrestricted Subsidiary so long as:

       

      
        	
                 
      

              	
                (1)

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

              


      

       

      
        	
                 
      

              	
                (2)

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

              


      

       

      
        	
                 
      

              	
                (3)

              	
                any
      Investment in such Subsidiary deemed to be made as a result of designating
      such Subsidiary an Unrestricted Subsidiary will not violate the provisions
      of Section 4.8 of the Indenture;

              


      

       

      
        	
                 
      

              	
                (4)

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

              


      

       

      
        	
                 
      

              	
                (5)

              	
                neither the
      Company nor any Restricted Subsidiary has any obligation to subscribe for
      additional shares of Capital Stock or other Equity Interests in such
      Subsidiary, or to maintain or preserve such Subsidiary’s financial
      condition or to cause such Subsidiary to achieve certain levels of
      operating results other than as permitted under Section 4.8 of the
      Indenture.

              


      

       

      Notwithstanding
the foregoing, the Company may not designate as an Unrestricted Subsidiary any
Subsidiary which, on the 1999 Indenture Date, was a Significant Subsidiary, and
may not sell, transfer or otherwise dispose of any properties or assets of any
such Significant Subsidiary to an Unrestricted Subsidiary, other than in the
ordinary course of business, in each case other than Iron Mountain Global, Inc.
and its Subsidiaries (including without limitation Iron Mountain Europe Limited
and its Subsidiaries). For the avoidance of doubt, the provisions of this
Section 4.15 shall not limit or restrict the ability of any Restricted
Subsidiary to sell, transfer or otherwise dispose of any properties or assets to
any other Subsidiary, including any Unrestricted Subsidiary, to the extent such
sale, transfer or other disposition is permitted by the provisions of the
Indenture described under Section 4.12 or Section 4.17.

       

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

       


      
        
           


        

        
          29

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (1)

              	
                such
      Indebtedness is permitted under Section 4.9 of the Indenture;
      and

              


      

       

      
        	
                 
      

              	
                (2)

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

              


      

       

      (i)    Limitation on Sale and Leaseback
Transactions.

       

      §4.16.  Limitation on Sale and
Leaseback Transactions.  The Company will not, and will not
permit any Restricted Subsidiary to, enter into any Sale and Leaseback
Transaction unless:

       

      
        	
                 
      

              	
                (1)

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

              


      

       

      
        	
                 
      

              	
                (2)

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

              


      

       

      (j)    Asset Sales.

       

      §4.17.  Asset
Sales.  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to:

       

      
        	
                 
      

              	
                (1)

              	
                sell,
      lease, convey or otherwise dispose of any assets (including by way of a
      Sale and Leaseback Transaction, but excluding a Qualifying Sale and
      Leaseback Transaction) other than sales of inventory in the ordinary
      course of business (provided that the sale, lease, conveyance or other
      disposition of all or substantially all of the assets of the Company will
      be governed by the provisions of Section 4.18 of the Indenture and/or the
      provisions of Section 5.1 of the Indenture and not by the provisions of
      this Section 4.17); or

              


      

       

      
        	
                 
      

              	
                (2)

              	
                issue or
      sell Equity Interests of any of its Restricted
  Subsidiaries

              


      

       

      that in the case
of either clause (1) or (2) above, whether in a single transaction or
a series of related transactions:

       

      
        	
                 
      

              	
                (i)

              	
                have a fair
      market value in excess of $2.0 million;
or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                result in
      Net Proceeds in excess of $2.0 million (each of the foregoing, an
      “Asset Sale”) unless (x) the Company (or the Restricted Subsidiary,
      as the case may be) receives consideration at the time of such Asset Sale
      at least equal to the fair market value (evidenced by an Officers’
      Certificate delivered to the Trustee, and for Asset Sales having a fair
      market value or resulting in Net Proceeds in excess of $10.0 million,
      evidenced by a resolution of the Board of Directors set forth in an
      Officers’ Certificate delivered to the Trustee) of the assets sold or
      otherwise disposed of and (y) at least 75% of the consideration
      therefor received by the Company or such Restricted Subsidiary is in the
      form of cash or like-kind assets (in each case as determined in good faith
      by the Company, evidenced by a resolution of the Board of Directors and
      certified by an Officers’ Certificate delivered to the
      Trustee);

              


      

       

      provided, however, that the amount
of:

       


      
        
           


        

        
          30

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (A)

              	
                any
      liabilities (as shown on the Company’s or such Restricted Subsidiary’s
      most recent balance sheet or in the notes thereto) of the Company or such
      Restricted Subsidiary (other than liabilities that are by their terms
      subordinated to the Notes or any Subsidiary Guarantee) that are assumed by
      the transferee of any such assets;
and

              


      

       

      
        	
                 
      

              	
                (B)

              	
                any notes
      or other obligations received by the Company or such Restricted Subsidiary
      from such transferee that are immediately converted by the Company or such
      Restricted Subsidiary into cash (to the extent of the cash received) or
      Cash Equivalents, 

              


      

       

      shall be deemed
to be cash for purposes of this provision; and provided, further, that the 75%
limitation referred to in the foregoing clause (ii) (y) shall not
apply to any Asset Sale in which the cash portion of the consideration received
therefrom is equal to or greater than what the after-tax proceeds would have
been had such Asset Sale complied with the aforementioned 75%
limitation.  For the avoidance of doubt, a disposition that
constitutes a Restricted Payment will be governed by the provisions of Section
4.8 and not by this Section 4.17.

       

      A transfer of
assets or issuance of Equity Interests by the Company to a Wholly Owned
Restricted Subsidiary or by a Wholly Owned Restricted Subsidiary to the Company
or to another Wholly Owned Restricted Subsidiary will not be deemed to be an
Asset Sale.

       

      Within
360 days of any Asset Sale, the Company may, at its option, apply an amount
equal to the Net Proceeds from such Asset Sale either:

       

      
        	
                 
      

              	
                (1)

              	
                to
      permanently reduce Senior Debt; or

              


      

       

      
        	
                 
      

              	
                (2)

              	
                to an
      investment in a Restricted Subsidiary or in another business or capital
      expenditure or other long-term/tangible assets, in each case, in the same
      line of business as the Company or any of its Restricted Subsidiaries was
      engaged in on the date of the Seventh Supplemental Indenture or in
      businesses similar or reasonably related
  thereto.

              


      

       

      Pending the final
application of any such Net Proceeds, the Company may temporarily reduce Senior
Bank Debt or otherwise invest such Net Proceeds in any manner that is not
prohibited by the Indenture.  Any Net Proceeds from such Asset Sale
that are not applied or invested as provided in the first sentence of this
paragraph will be deemed to constitute “Excess Proceeds.”  When the
aggregate amount of Excess Proceeds exceeds $10.0 million, the Company
shall make an offer to all Holders of the Notes, all holders of the 71⁄2% Notes,
the 85⁄8% Notes, the 71⁄4% Notes, the 73⁄4% Notes, the 65⁄8% Notes,  the 83⁄4%
Notes, the 8% Notes and the 63⁄4% Notes and the holders of any future Indebtedness
ranking pari passu with
the Notes, which Indebtedness contains similar provisions requiring the Company
to repurchase such Indebtedness (an “Asset Sale Offer”), to purchase the maximum
principal amount of Notes and such other Indebtedness that may be purchased out
of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of
the principal amount thereof plus accrued and unpaid interest, if any, to the
date of purchase, in accordance with the procedures set forth in the
Indenture.  To the extent that the aggregate amount of Notes and other
pari passu Indebtedness
(the 71⁄2% Notes, the 85⁄8% Notes, the 71⁄4% Notes, the 73⁄4% Notes, the 65⁄8%
Notes,  the 83⁄4% Notes, the 8% Notes and the 63⁄4% Notes) tendered
pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company
may use any remaining Excess Proceeds for general corporate
purposes.  If the aggregate principal amount of Notes and such other
Indebtedness surrendered by Holders thereof exceeds the amount of Excess
Proceeds, the

       


      
        
           


        

        
          31

          
            

          

        

        
           


        

      


      Trustee shall
select the Notes and such other Indebtedness to be purchased on a pro rata
basis. Upon completion of such offer to purchase, the amount of Excess Proceeds
shall be reset at zero.

       

      The Company shall
comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent those laws and
regulations are applicable in connection with each repurchase of Notes pursuant
to an Asset Sale Offer.  To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Section
4.17, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under the
Asset Sale provisions of the Indenture by virtue of such conflict.

       

      An Asset Sale
Offer shall be made pursuant to the provisions of Section 3.9
hereof.  No later than the date which is five Business Days after the
date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the
Company shall notify the Trustee of such Asset Sale Offer and provide the
Trustee with an Officers’ Certificate setting forth the calculations used in
determining the amount of Net Proceeds to be applied to the purchase of
Notes.  The Company shall commence or cause to be commenced the Asset
Sale Offer on a date no later than 15 Business Days after such notice (the
“Commencement Date”).

       

      (k)  Change of Control Offer.

       

      §
4.18.  Change of Control
Offer.

       

      (a)  Upon
the occurrence of a Change of Control, each Holder of Notes shall have the right
to require the Company to repurchase all or any part (equal to $2,000 or an
integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant
to the offer described below (the “Change of Control Offer”) at an offer price
in cash equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest to but excluding the date of repurchase (the “Change of Control
Payment”).

       

      Within 30
calendar days following any Change of Control, the Company shall mail a notice
to each Holder, with a copy to the Trustee, stating:

       

      
        	
                 
      

              	
                (1)

              	
                that the
      Change of Control Offer is being made pursuant to this Section 4.18 and
      that all Notes tendered shall be accepted for
  payment;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                the
      purchase price and the purchase date, which shall be no earlier than 30
      calendar days nor later than 60 calendar days from the date such notice is
      mailed (the “Change of Control Payment
Date”);

              


      

       

      
        	
                 
      

              	
                (3)

              	
                that any
      Note not tendered shall continue to accrue
  interest;

              


      

       

      
        	
                 
      

              	
                (4)

              	
                that,
      unless the Company defaults in the payment of the Change of Control
      Payment, all Notes accepted for payment pursuant to the Change of Control
      Offer shall cease to accrue interest on and after the Change of Control
      Payment Date;

              


      

       

      
        	
                 
      

              	
                (5)

              	
                that
      Holders electing to have any Notes purchased pursuant to a Change of
      Control Offer shall be required to surrender the Notes, with the form
      entitled “Option of Holder to Elect Purchase” on the reverse of the Notes
      completed, to the Paying Agent at the address specified in such notice
      prior to the close of business on the fifth Business Day preceding the
      Change of Control Payment Date;

              


      

       


      
        
           


        

        
          32

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (6)

              	
                that
      Holders will be entitled to withdraw their election if the Paying Agent
      receives, not later than the close of business on the second Business Day
      preceding the Change of Control Payment Date, facsimile transmission or
      letter setting forth the name of the Holder, the principal amount of Notes
      delivered for purchase, and a statement that such Holder is withdrawing
      its election to have such Notes purchased;
and

              


      

       

      
        	
                 
      

              	
                (7)

              	
                that
      Holders whose Notes are being purchased only in part will be issued new
      Notes equal in principal amount to the unpurchased portion of the Notes
      surrendered, which unpurchased portion must be equal to $2,000 in
      principal amount or an integral multiple of $1,00 in excess
      thereof.

              


      

       

      The Company shall
comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder, to the extent such laws and
regulations are applicable to the repurchase of the Notes in connection with a
Change of Control.  To the extent that the provisions of any
securities laws or regulations conflict with this Section 4.18, the Company
shall comply with the applicable securities laws and regulations and shall not
be deemed to have breached its obligations under the Change of Control
provisions of the Indenture or the Seventh Supplemental Indenture by virtue of
such conflict.

       

      (b)  On
the Change of Control Payment Date, the Company shall, to the extent
lawful:

       

      
        	
                 
      

              	
                (1)

              	
                accept for
      payment Notes or portions thereof tendered pursuant to the Change of
      Control Offer;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                deposit
      with the Paying Agent an amount equal to the Change of Control Payment in
      respect of all Notes or portions thereof so tendered;
  and

              


      

       

      
        	
                 
      

              	
                (3)

              	
                deliver or
      cause to be delivered to the Trustee the Notes so accepted together with
      an Officers’ Certificate stating the Notes or portions thereof tendered to
      the Company.

              


      

       

      The Paying Agent
shall promptly mail to each Holder of Notes so accepted the Change of Control
Payment for such Notes, and the Trustee shall promptly authenticate and mail to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each such new Note shall be in a
principal amount of $2,000 or an integral multiple of $1,000 in excess
thereof.

       

      The Company shall
not be required to make a Change of Control Offer upon a Change of Control if a
third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in this Section 4.18
applicable to a Change of Control Offer made by the Company and purchases all
Notes properly tendered and not withdrawn under the Change of Control
Offer.

       


      
        
           


        

        
          33

          
            

          

        

        
           


        

      


      (l)  Changes in Covenants When Notes Rated Investment
Grade.

       

      §
4.19.  Changes in Covenants When
Notes Rated Investment Grade.

       

      If on any date
following the date of this Seventh Supplemental Indenture:

       

      
        	
                 
      

              	
                (1)

              	
                at least
      two of the following events occur:

              


      

       

      
        	
                 
      

              	
                i.

              	
                the Notes
      are rated Baa3 or better by Moody’s Investors
  Service,

              


      

       

      
        	
                 
      

              	
                ii.

              	
                the Notes
      are rated BBB- or better by Standard & Poor’s Rating Group, a division
      of The McGraw-Hill Companies, Inc.,
or

              


      

       

      
        
          	
                   
      

                	
                  iii.

                	
                  
                    the Notes
      rated BBB- or better by Fitch Ratings,
  Inc.,

                  

                


        

         

      

      (or, if any such
entity ceases to rate the Notes for reasons outside of the control of the
Company, the equivalent investment grade credit rating from any other
“nationally recognized statistical rating organization” within the meaning of
Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company as
a replacement agency); and

       

      
        	
                 
      

              	
                (2)

              	
                no Default
      or Event of Default shall have occurred and be
  continuing,

              


      

       

      then, beginning
on that day and continuing at all times thereafter regardless of any subsequent
changes in the rating of the Notes, Sections 3.9, 4.8, 4.9, 4.11, 4.12, 4.15 and
4.17, clause (3) of Section 4.14, clause (2) of Section 4.16 and clause (d) of
Section 5.1 of the Indenture shall no longer be applicable to the
Notes.

       

      Section
2.7.  Subsidiary
Guarantees.

       

      With respect to
the Notes issued under this Seventh Supplemental Indenture, Article XII of the
Indenture shall apply, and the Notes shall constitute a Series to be guaranteed
by the Guarantors pursuant to Article XII of the Indenture.

       

      Section
2.8.  Legal
Defeasance and Covenant Defeasance.

       

      With respect to
the Notes issued under this Seventh Supplemental Indenture, Article VIII of the
Indenture shall apply, and the Company shall have the option to effect Legal
Defeasance or Covenant Defeasance pursuant to Article VIII of the
Indenture.  In connection with any Covenant Defeasance, the Company
shall be released from its obligations under the covenants specified in Sections
4.2 and 5.1 of the Indenture and Section 2.6 of this Seventh Supplemental
Indenture.

       

      Section
2.9.  Subordination.

       

      With respect to
the Notes issued under this Seventh Supplemental Indenture, Article XIII of the
Indenture shall apply, and the Notes shall be subject to subordination pursuant
to Article XIII of the Indenture.

       

      Section
2.10.  Amend, Restate and Replace
Covenant Regarding Reports.

       

      With respect to
the Notes issued under this Seventh Supplemental Indenture, Section 4.2 of the
Indenture is amended, restated and replaced in its entirety by the
following:

       


      
        
           


        

        
          34

          
            

          

        

        
           


        

      


      §
4.2.  Reports.

       

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

       

      
        	
                 
      

              	
                (1)

              	
                all
      quarterly and annual financial information that would be required to be
      contained in a filing with the Commission on Forms 10-Q and 10-K if the
      Company were required to file such Forms, including a “Management’s
      Discussion and Analysis of Financial Condition and Results of Operations”
      and, with respect to the annual information only, a report thereon by the
      Company’s certified independent accountants;
and

              


      

       

      
        	
                 
      

              	
                (2)

              	
                all
      financial information that would be required to be included in a
      Form 8-K filed with the Commission if the Company were required to
      file such reports.

              


      

       

      In addition,
whether or not required by the rules and regulations of the Commission, the
Company will file a copy of all such information and reports with the Commission
for public availability (unless the Commission will not accept such a filing)
and make such information available to investors who request it in
writing.

       

      Notwithstanding
the foregoing, if at any time the Notes are guaranteed by any direct or indirect
parent company of the Company, the indenture will permit the Company to satisfy
its obligations under this covenant with respect to financial information
relating to the Company by furnishing financial information relating to such
direct or indirect parent company; provided, however, that the same is
accompanied by consolidating information that explains in reasonable detail the
differences between the information relating to such direct or indirect parent
company and any of its Subsidiaries other than the Company and its Subsidiaries,
on the one hand, and the information relating to the Company, the Guarantors and
the other Subsidiaries of the Company on a standalone basis, on the other
hand.

       

      Section
2.11.  Events of
Default.

       

      Section 6.1 of
the Indenture is amended with regard to this Seventh Supplemental Indenture and
the Notes issued hereunder by deleting the $10.0 million threshold in Sections
6.1(e)(ii) and 6.1(f) and substituting in lieu thereof the threshold of $50.0
million.

       

      Section
2.12.  Amend, Restate and Replace
Provision Regarding Personal Liability.

       

      With respect to
the Notes issued under this Seventh Supplemental Indenture, Section 10.8 of the
Indenture is amended, restated and replaced in its entirety by the
following:

       

      §
10.8.  No
Personal Liability of Directors, Officers, Employees and
Stockholders.

       

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


      
        
           


        

        
          35

          
            

          

        

        
           


        

      


      


      ARTICLE
3.


       

      MISCELLANEOUS

       

      Section
3.1.  Effect
of Headingss

       

      The Article and
Section headings herein are for convenience only and shall not affect the
construction hereof.

       

      Section
3.2.  Successors and
Assigns.

       

      All covenants and
agreements in this Seventh Supplemental Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.

       

      Section
3.3.  Separability
Clause.

       

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

       

      Section
3.4.  Governing
Law.

       

      This Seventh
Supplemental Indenture and the Notes created hereby shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to any conflicts of law provisions (other than Section 5-1401 of the New
York General Obligations Law) that might cause this Seventh Supplemental
Indenture and the Notes to be governed by or construed or enforced in accordance
with the laws of any other jurisdiction.

       

      Section
3.5.  Seventh Supplement to
Supersede Indenture.

       

      The Indenture, as
supplemented by the Seventh Supplemental Indenture, remains in full force and
effect as of the date hereof.  Notwithstanding the foregoing, to the
extent that any provision of the Indenture shall conflict with any provision of
this Seventh Supplemental Indenture, the terms of this Seventh Supplemental
Indenture shall be deemed controlling and the conflicting provision of the
Indenture shall be null and void to the extent of such conflict.

       

      


       

      [The
rest of this page has been intentionally left blank.]

      



      
        
           


        

        
          36

          
            

          

        

        
           


        

      


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

       

       

      
        	 	
                IRON
      MOUNTAIN INCORPORATED

                 

              
	 	
                By:
      /s/
      Brian P. McKeon

              
	 	
                    
      Brian P. McKeon

                       Executive
      Vice President and Chief Financial Officer

              
	 	 
	 	
                IRON
      MOUNTAIN FULFILLMENT SERVICES, INC.

              
	 	
                IRON
      MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC.

              
	 	
                IRON
      MOUNTAIN GLOBAL, INC.

              
	 	
                IRON
      MOUNTAIN GOVERNMENT SERVICES INCORPORATED

              
	 	
                IRON
      MOUNTAIN INFORMATION MANAGEMENT, INC.

              
	 	
                MOUNTAIN
      REAL ESTATE ASSETS, INC.

              
	 	
                MOUNTAIN
      RESERVE III, INC.

              
	 	
                TREELINE
      SERVICES CORPORATION

              
	 	NETTLEBED
      ACQUISITION CORP.
	 	STRATIFY,
      INC
	 	
                 

              
	 	
                By:
      /s/
      Brian P. McKeon

              
	 	
                    
      Brian P. McKeon

                       Executive
      Vice President and Chief Financial Officer

              
	 	 
	 	
                IRON
      MOUNTAIN GLOBAL LLC

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

              
	 	 
	 	
                By:
      /s/ Brian
      P. McKeon

              
	 	
                  Brian P.
      McKeon

              
	 	
                  Executive Vice
      President and Chief Financial
Officer

              


      

       

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

       

      
        	 	
                IRON
      MOUNTAIN STATUTORY TRUST - 1998

              
	 	 
	 	
                By: U.S. BANK
      NATIONAL ASSOCIATION, not 

                       individually
      but as Owner Trustee under that 

                      
      certain Amended and Restated Owner 

                      
      Trust Agreement dated as of October 1, 1998, as 

                      
      amended

              
	 	 
	 	
                By:
      /s/
      John G. Correla

              
	 	
                 Name:
      John G. Correla

              
	 	
                 Title:
      Vice President

              
	 	 
	 	
                IRON
      MOUNTAIN STATUTORY TRUST - 1999

              
	 	 
	 	
                By: U.S. BANK
      NATIONAL ASSOCIATION, not 

                       
      individually but as Owner Trustee under that 

                       
      certain Owner Trust Agreement dated as of 

                       
      July 1, 1999, as amended

              
	 	 
	 	 
	 	
                By:
      /s/
      John G. Correla

              
	 	
                 Name:
      John G. Correla

              
	 	
                 Title:
      Vice President

              
	 	 
	 	
                IRON
      MOUNTAIN STATUTORY TRUST - 2001

              
	 	 
	 	
                By: U.S. BANK
      NATIONAL ASSOCIATION, not 

                       
      individually but as Owner Trustee under that 

                       
      certain Owner Trust Agreement dated as of 

                       
      May 22, 2001, as amended

              
	 	 
	 	
                By:
      /s/
      John G. Correla

              
	 	     
      Name:
      John G. Correla
	 	     
      Title: Vice
      President
	 	 
	 	
                THE BANK OF
      NEW YORK TRUST COMPANY, N.A.

              
	 	 
	 	 
	 	
                By: /s/
      Vaneta Bernard

              
	 	
                 Name: 
      Vaneta Bernard

              
	 	
                 Title: 
      Vice President

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    

      EXHIBIT
A

      


      FORM OF
NOTES

      
        


         

        
          
            

          

        

      

       

      [Face of
Note]

       

       

      8% Senior
Subordinated Notes due 2020

       

      ISIN No.:
US46284PAL85                                                                             $300,000,000

      CUSIP No.:
46284PAL8

      


      IRON MOUNTAIN
INCORPORATED

       

      promises to pay
to CEDE & Co. or registered assigns, the principal sum of $300,000,00
Dollars on June 15, 2020.

       

      Interest Payment
Dates:  June 15 and December 15

       

      Record
Dates:  June 1 and December 1

       

      Dated:  June
5, 2008

       

      IRON MOUNTAIN
INCORPORATED

       

      By:                                            
  

      Name:

      Title:

       

      By:                                                

      Name:

      Title

       

      (SEAL)

      This is one of
the Notes

      referred to in
the within-

      mentioned
Indenture:

      


      THE BANK OF NEW
YORK TRUST COMPANY, N.A.,

      as
Trustee

       

      By:                                                        

      Authorized Signatory

       

       

       

      
 

      
        
          
          

           


        

        
          A-1

          
            

          

        

        
           


        

      


      


      


       

      8% Senior
Subordinated Notes due 2020

       

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

       

      Unless and until
it is exchanged in whole or in part for Notes in definitive form, this Note may
not be transferred except as a whole by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository. Unless this
certificate is presented by an authorized representative of The Depository Trust
Company (55 Water Street, New York, New York) ("DTC"), to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as may be
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or such other entity as may be requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

       

      Capitalized terms
used herein shall have the meanings assigned to them in the Indenture referred
to below unless otherwise indicated.

       

      1.           Interest.  Iron
Mountain Incorporated, a Delaware corporation (the “Company”) promises to pay
interest on the principal amount of this Note at 8% per annum from June 5, 2008
until June 15, 2020.  The Company shall pay interest, semi-annually in
arrears on June 15 and December of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each an “Interest Payment
Date”).  Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance; provided that if there is no
existing Default in the payment of interest, and if this Note is authenticated
between a record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding Interest
Payment Date; provided,
further, that the first
Interest Payment Date shall be December 15, 2008.  The Company shall
pay interest (including post-petition interest to the extent allowed in any
proceeding under any Bankruptcy Law) on overdue principal from time to time on
demand at a rate equal to the per annum rate on the Notes then in effect; it
shall pay interest (including post-petition interest to the extent allowed in
any proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful.  Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

       

      2.           Method of
Payment.  The Company will pay principal, premium, if any, and
interest on the Notes in money of the United States that at the time of payment
is legal tender for payment of public and private debts. The Company, however,
may pay principal, premium, if any, and interest by check payable in such money.
It may mail an interest check to a Holder's registered address.

       

      3.           Paying
Agent and Registrar.  Initially, The Bank of New York Trust
Company, N.A., the Trustee under the Indenture, will act as paying agent,
registrar and service agent.  The Notes may be presented for
registration of transfer and exchange at the offices of the
registrar.  The Company may change any paying agent, service agent or
registrar without notice to any Holder.  The Company or any of its
Subsidiaries may act in any such capacity.

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

      4.           Indenture.  The
Company issued the Notes under an Indenture dated as of December 30, 2002 (the
"Base Indenture") as supplemented by a Seventh Supplemental Indenture dated as
of June 5, 2008 (the "Seventh Supplemental Indenture " and, together with the
Base Indenture, the "Indenture") among the Company, the Guarantors and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes issued under the Indenture are subordinated unsecured
obligations of the Company limited to $300,000,000 in aggregate principal
amount.

       

      5.           Optional
Redemption.

       

      Prior to June 15,
2013, the Notes will be subject to redemption at any time at the option of the
Company, in whole or in part, upon not less than 10 nor more than 60 days’
notice, at the Make-Whole Price, plus accrued and unpaid interest to but
excluding the applicable redemption date. On and after June 15, 2013, the Notes
will be subject to redemption at any time at the option of the Company, in whole
or in part, upon not less than 10 nor more than 60 days’ notice, at the
redemption price (expressed as percentages of principal amount) set forth below,
plus accrued and unpaid interest to but excluding the applicable redemption
date, if redeemed during the 12-month period beginning on of the years indicated
below:

       

      
        	
                Year

              	
                Percentage

              
	 
      	 
      
	
                June 15,
      2013

              	
                104.000%

              
	
                June 15,
      2014

              	
                102.667%

              
	
                June 15,
      2015

              	
                101.333%

              
	
                June 16,
      2013 and thereafter

              	
                100.000%

              
	 
      	 
      


      

      


      Notwithstanding
the foregoing, at any time prior to June 15, 2011, the Company may on any one or
more occasions redeem the Notes at a redemption price of 108% of the principal
amount thereof, plus accrued and unpaid interest, and Liquidated Damages if any,
to the redemption date, with the net cash proceeds of one or more Qualified
Equity Offerings; provided that: (i) at least $ 195 million in the aggregate
principal amount of the Notes (including any Additional Notes) issued under the
Indenture remains outstanding immediately after the occurrence of such
redemption (excluding Notes held by the Company and the Company’s Subsidiaries);
and (ii) the redemption must occur within six months of the date of the closing
of any such Qualified Equity Offering.

       

      6.           Notice of
Redemption.  Notice of redemption will be mailed at least 10
days but not more than 60 days before the redemption date to each Holder of the
Notes to be redeemed at such Holder's address of record. The Notes in
denominations larger than $2,000 may be redeemed in part but only in integral
multiples of $1,000 in excess thereof, unless all the Notes held by a Holder are
to be redeemed. In the event of a redemption of less than all of the Notes, the
Notes will be chosen for redemption by the Trustee in accordance with the
Indenture. On and after the redemption date, interest ceases to accrue on the
Notes or portions of them called for redemption.

       

      If this Note is
redeemed subsequent to a Record Date with respect to any Interest Payment Date
specified above and on or prior to such Interest Payment Date, then any accrued
interest will be paid to the Person in whose name this Note is registered at the
close of business on such Record Date.

       

      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

      7.           Mandatory
Redemption.  Except as set forth in paragraph 8 below, the
Company shall not be required to repurchase or to make mandatory redemption
payments with respect to the Notes.  There are no sinking fund
payments with respect to the Notes.

       

      8.           Repurchase
at Option of Holder.  This Note is subject to purchase at the
option of the Holder upon the circumstances set forth in Sections 3.9, 4.17 and
4.18 of the Indenture.

       

      9.           Subordination.
The payment of the principal of, interest on or any other amounts due on the
Notes is subordinated in right of payment to all existing and future Senior Debt
of the Company, as described in the Indenture. Each Holder, by accepting a Note,
agrees to such subordination and authorizes and directs the Trustee on its
behalf to take such action as may be necessary or appropriate to effectuate the
subordination so provided and appoints the Trustee as its attorney-in-fact for
such purpose.

       

      10.           Denominations,
Transfer, Exchange.  The Notes are in registered form without
coupons in minimum denominations of $2,000 and integral multiples of $1,000 in
excess thereof. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, the Company need not exchange or register the transfer of any Notes
for a period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment
Date.

      


      11.           Persons
Deemed Owners.  The registered Holder of a Note may be treated
as its owner for all purposes.

       

      12.           Amendment,
Supplement and Waiver. Subject to certain exceptions, the Indenture with
respect to the Notes or the Notes may be amended or supplemented with the
written consent of the Holders of a majority in principal amount of the Notes
and any existing default or compliance with any provision of the Indenture with
respect to the Notes or the Notes may be waived with the consent of the Holders
of a majority in principal amount of the Notes (including, in each case,
Additional Notes, if any). Without the consent of any Holder of the Notes, the
Indenture with respect to the Notes or the Notes may be amended or supplemented
to, in addition to other events more fully described in the Indenture, cure any
ambiguity, defect or inconsistency, provide for uncertificated Notes in addition
to or in place of certificated Notes, provide for the assumption of the
Company's obligations to Holders of the Notes in the case of a merger or
consolidation, make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect the legal
rights under the Indenture of any such Holder, or comply with requirements of
the SEC in order to effect or maintain the qualification of the Indenture under
the TIA.

       

      13.           Defaults
and remedies.  An Event of Default with respect to the Notes
occurs upon the occurrence of any of the following events: the default for 30
days in the payment when due of interest on the Notes (whether or not prohibited
by the subordination provisions of the Indenture); the default in payment when
due of the principal of or premium, if any, on the Notes (whether or not
prohibited by the subordination provisions of the Indenture); the failure by the
Company to comply with Section 4.18 of the Indenture; the failure by the Company
or any Guarantor for 60 days after written notice from the Trustee or Holders of
not less than 25% of the aggregate principal amount of the Notes 

       

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

      (including
Additional Notes, if any) outstanding to comply with any of its other agreements
in the Indenture, Notes or the Subsidiary Guarantees; the default under any
mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced any Indebtedness for money borrowed by the
Company or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries) whether such
Indebtedness or guarantee exists on the date of the Indenture or is created
thereafter, if: (i) such default results in the acceleration of such
Indebtedness prior to its express maturity or shall constitute a default in the
payment of such Indebtedness at final maturity of such Indebtedness and (ii) the
principal amount of any such Indebtedness that has been accelerated or not paid
at maturity, when added to the aggregate principal amount of all other such
Indebtedness that has been accelerated or not paid at maturity, exceeds $10.0
million; the failure by the Company or any of its Restricted Subsidiaries to pay
final judgments aggregating in excess of $10.0 million, which judgments remain
unpaid, undischarged or unstayed for a period of 60 days; certain events of
bankruptcy or insolvency with respect to the Company or any of its Restricted
Subsidiaries that is a Significant Subsidiary; or except as permitted by the
Indenture or the Subsidiary Guarantees, any Subsidiary Guarantee issued by a
Restricted Subsidiary shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force and
effect, or any Restricted Subsidiary or any Person acting on behalf of any
Restricted Subsidiary shall deny or disaffirm in writing its obligations under
its Subsidiary Guarantee.

       

      If any Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes (including Additional Notes, if
any) may declare all the Notes to be due and payable immediately; provided,
however, that if any Obligation with respect to Senior Bank Debt is outstanding
pursuant to the Credit Agreement upon a declaration of acceleration of the
Notes, the principal, premium, if any, and interest on the Notes will not be
payable until the earlier of: (1)the day which is five business days after
written notice of acceleration is received by the Company and the Credit Agent
or (2) the date of acceleration of the Indebtedness under the Credit Agreement.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency with respect to the Company or any
Restricted Subsidiary that is a Significant Subsidiary, the principal of, and
premium, if any, and any accrued and unpaid interest on all outstanding Notes
will become due and payable without further action or notice. In the event of a
declaration of acceleration of the Notes because an Event of Default has
occurred and is continuing as a result of the acceleration of any Indebtedness
described in Section 6.1(e) of the Indenture, the declaration of acceleration of
the Notes shall be automatically annulled if the holders of any Indebtedness
described in such section have rescinded the declaration of acceleration in
respect of such Indebtedness within 30 days from the date of such declaration
and if: (1) the annulment of the acceleration of the Notes would not conflict
with any judgment or decree of a competent jurisdiction and (2) all existing
Events of Default, except non-payment of principal or interest on the Notes that
became due solely because of the acceleration of the Notes, have been cured or
waived.

      


      Subject to
certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders of the Notes notice of any continuing
Default or Event of Default (except a Default or Event of Default relating to
the payment of principal or interest) if it determines that withholding notice
is in their interest. The Company is required to deliver to the Trustee annually
a statement regarding compliance with the Indenture, and the Company is
required, upon becoming aware of any Default or Event of Default, to deliver to
the Trustee a statement specifying such Default or Event of Default and what
action the Company is taking or proposes to take thereto.

      


       

      14.           Subsidiary
Guarantees.  Payment of principal of, premium, if any, and
interest (including interest on overdue principal, if any, and interest, if
lawful) on the Notes is guaranteed on an unsecured, senior subordinated basis by
the Guarantors pursuant to Article XII of the Indenture.

       

       

      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      

      15.           Trustee
Dealings with Company.  The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

       

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

       

      17.           Authentication.  This
Note shall not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.

       

      18.           Abbreviations.  Customary
abbreviations may be used in the name of a Holder or an assignee, such
as:  TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).

       

      19.           CUSIP
Numbers. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers
to be printed on the Notes and the Trustee may use CUSIP numbers in notices of
redemption as a convenience to Holders. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.

       

      The Company shall
furnish to any Holder upon written request and without charge a copy of the
Indenture.  Requests may be made to:

       

      Iron Mountain
Incorporated

      745 Atlantic
Avenue

      Boston,
Massachusetts 02111

      Attention:  Chief
Financial Officer

       


      
        
          
          

           


        

        
          A-6

          
            

          

        

        
           


        

      


      ASSIGNMENT
FORM

       

      To assign this
Note, fill in the form below:  (I) or (we) assign and transfer this
Note to

       

      


       

      


       

        
          
(Insert
assignee’s soc. sec. or  tax I.D. no.)

      

       

       

        
          

        

      

      


       

      
        

      

      


       

      
        
          

        

      

      


       

        
          

        

      

      (Print or type assignee’s name, address and
zip code)

       

      


       

      and irrevocably
appoint                                                                                                                     

       

      to transfer this
Note on the books of the Company.  The agent may substitute another to
act for him.

       

      


       

        
          

        

      

      


       

      


      Date:  __________

      


      Your
Signature:                                                                                                                 

      (Sign exactly as
your name appears on the face of this Note)


      
        
          
          

           


        

        
          A-7

          
            

          

        

        
           


        

      


      


      OPTION OF HOLDER
TO ELECT PURCHASE

       

      If you want to
elect to have this Note purchased by the Company pursuant to Section 4.17 or
4.18 of the Indenture, check the box below:

       

      o Section
4.17

       

      o   Section
4.18

       

      If you want to
elect to have only part of the Note purchased by the Company pursuant to Section
4.17 of the Indenture, state the amount you elect to have
purchased:  $__________

       

      Date:  __________                                                    
Your Signature:                                                       

                 (Sign exactly as your name
appears on the Note)

      


                  Tax Identification
No.:                                             


       

       

       

       

       

       

       

       

       

      
 

      
        
          
          

           


        

        
          A-8

          
            

          

        

        
           


        

      


      SCHEDULE OF
EXCHANGES OF NOTES*

       

      The following
exchanges of a part of this Global Note for other Notes have been
made:

       

      
        	
                
                  Date of
      Exchange

                

              	
                
                  Amount of
      decrease in Principal Amount of this Global Note

                

              	
                
                  Amount of
      increase in Principal Amount of this Global Note

                

              	
                
                  Principal
      Amount of this Global Note following such decrease (or
      increase)

                

              	
                
                  Signature
      of authorized office

                  of Trustee
      or Service Agent

                

              
	 
      	 
      	 
      	 
      	 
      


      

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      

        

      

        
        *This
schedule should be included only if the Note is issued in global
form.

         

      


      
        
          
          

           


        

        
          A-9

          
            

          

        

        
           


        

      


      EXHIBIT
B

       

      FORM OF
SUPPLEMENTAL INDENTURE

       

      TO BE DELIVERED
BY FUTURE GUARANTORS

       

      Supplemental
Indenture (this “Supplemental
Indenture”), dated as of ________________, 20__, among _______________
(the “Guaranteeing
Subsidiary”), a subsidiary of Iron Mountain Incorporated (or its
successor), a Delaware corporation (the “Company”),  and The
Bank of New York Trust Company, N.A., a national banking association, as trustee
under the Indenture referred to below (the “Trustee”).

       

      W I T N E S S E T
H

       

      WHEREAS, the
Company has heretofore executed and delivered to the Trustee an indenture, dated
as of December 30, 2002, as supplemented by the Seventh Supplemental Indenture,
dated as of June 5, 2008 (the indenture, as so supplemented, the “Indenture”) providing for the
issuance of an aggregate principal amount of up to $300,000,000 of 8% Senior
Subordinated Notes due 2020 (the “Notes”);

       

      WHEREAS, the
Indenture provides that under certain circumstances the Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to
which the Guaranteeing Subsidiary shall unconditionally guarantee all of the
Company’s obligations under the Notes and the Indenture on the terms and
conditions set forth herein (the “Note Guarantee”);
and

       

      WHEREAS, pursuant
to Section 9.1 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.

       

      NOW THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the
Trustee mutually covenant and agree for the equal and ratable benefit of the
Holders of the Notes as follows:

       

      1.           Capitalized
Terms.  Capitalized
terms used herein without definition shall have the meanings assigned to them in
the Indenture.

       

      2.           Agreement
to Guarantee.  The Guaranteeing Subsidiary hereby agrees that
its obligations to the Holder and the Trustee pursuant to this Subsidiary
Guarantee shall be as expressly set forth in Article XII of the Indenture and in
such other provisions of the Indenture as are applicable to the Guarantors
(including, without limitation, Article XIII of the Indenture), and reference is
made to the Indenture for the precise terms of this Supplemental
Indenture.  The terms of Article XII of the Indenture and such other
provisions of the Indenture (including, without limitation, Article XIII of the
Indenture) as are applicable to the Guarantors are incorporated herein by
reference.

       

      3.           Execution
and Delivery of Subsidiary Guarantees.

       

         
(a)           If an
Officer whose signature is on this Supplemental Indenture no longer holds that
office at the time the Trustee authenticates the Note, the Subsidiary Guarantee
shall be valid nevertheless.

       

         
(b)           The
delivery of any Note by the Trustee, after the authentication thereof under the
Indenture, shall constitute due delivery of the Subsidiary Guarantee set forth
in this Supplemental Indenture on behalf of the Guaranteeing
Subsidiary.

       

      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

      4.           No
Recourse Against Others.  No past, present or future director,
officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary,
as such, shall have any liability for any obligations of the Company or any
Guarantor (including the Guaranteeing Subsidiary) under the Notes, any
Subsidiary Guarantee, the Indenture or this Supplemental Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation.  Each Holder of the Notes by accepting a Note waives and
releases all such liability.  The waiver and release are part of the
consideration for issuance of the Notes.

       

      5.           New York
Law to Govern.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.

       

      6.           Counterparts.  The
parties may sign any number of copies of this Supplemental
Indenture.  Each signed copy shall be an original, but all of them
together represent the same agreement.

       

      7.           Effect of
Headings.  The Section headings herein are for convenience only
and shall not affect the construction hereof.

       

      8.           The
Trustee.  The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the
Company.

       

       

       

       

       

       

       

       

       

       

       

       


      
        
          
          

           


        

        
          B-2

          
            

          

        

        
           


        

      


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

       

      Dated:  _______________,
20___

       

                      [Guaranteeing
Subsidiary]

       

      


       

                      By:                                                                

                      Name:

                      Title:

       

                      [Company]

       

                      By:                                                                                                                     

                      Name:

                      Title:

      


                      [Trustee],

       

                        as
Trustee

       

                      By:                                                         

                        Authorized
Signatory

      


       

       

       

       

       

       

       

       

       

       

      B-3