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                                                                    EXHIBIT 10.3


                                                                  CONFORMED COPY




                           IRON MOUNTAIN INCORPORATED
               and the Restricted Subsidiaries signatories hereto



                   10-1/8% SENIOR SUBORDINATED NOTES DUE 2006

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

                                    INDENTURE

                           Dated as of October 1, 1996
                                -----------------




                        FIRST BANK NATIONAL ASSOCIATION,

                                   as Trustee



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<PAGE>

                             CROSS-REFERENCE TABLE*
Trust Indenture
  Act Section                                                 Indenture Section

310 (a)(1)...................................................         7.10
    (a)(2)...................................................         7.10
    (a)(3) ..................................................         N.A.
    (a)(4)...................................................         N.A.
    (a)(5)...................................................         7.10
    (b) .....................................................         7.10
    (c) .....................................................         N.A.
311 (a) .....................................................         7.11
    (b) .....................................................         7.11
    (c) .....................................................         N.A.
312 (a)......................................................         2.05
    (b)......................................................        12.03
    (c) .....................................................        12.03
313 (a) .....................................................         7.06
    (b)(1) ..................................................         N.A.
    (b)(2) ..................................................    7.06;7.07
    (c) .....................................................   7.06;12.02
    (d)......................................................         7.06
314 (a) .....................................................   4.03;12.02
    (b) .....................................................         N.A.
    (c)(1) ..................................................        12.04
    (c)(2) ..................................................        12.04
    (c)(3) ..................................................         N.A.
    (d)......................................................         N.A.
    (e)  ....................................................        12.05
    (f)......................................................         N.A.
315 (a)......................................................         7.01
    (b)......................................................   7.05,12.02
    (c)  ....................................................         7.01
    (d)......................................................         7.01
    (e)......................................................         6.11
316 (a)(last sentence) ......................................         2.09
    (a)(1)(A)................................................         6.05
    (a)(1)(B) ...............................................         6.04
    (a)(2) ..................................................         N.A.
    (b) .....................................................         6.07
    (c) .....................................................         2.13
317 (a)(1) ..................................................         6.08
    (a)(2)...................................................         6.09
    (b) .....................................................         2.04
318 (a)......................................................        12.01
    (b)......................................................         N.A.
    (c)......................................................        12.01
N.A. means not applicable.

*This Cross-Reference Table is not part of this Indenture.

                                      -i-
<PAGE>

                               TABLE OF CONTENTS
                                                                         Page

ARTICLE 1  DEFINITIONS AND INCORPORATION BY REFERENCE ....................  1
         Section 1.01.   Definitions .....................................  1
         Section 1.02.   Other Definitions ............................... 15
         Section 1.03.   Incorporation by Reference of
                         Trust Indenture Act ............................. 15
         Section 1.04.   Rules of Construction ........................... 16

ARTICLE 2  THE NOTES ..................................................... 16
         Section 2.01.   Form and Dating ................................. 16
         Section 2.02.   Execution and Authentication .................... 17
         Section 2.03.   Registrar and Paying Agent ...................... 17
         Section 2.04.   Paying Agent to Hold Money in Trust ............. 18
         Section 2.05.   Lists of Holders of the Notes ................... 18
         Section 2.06.   Transfer and Exchange ........................... 18
         Section 2.07.   Replacement Notes ............................... 20
         Section 2.08.   Outstanding Notes ............................... 20
         Section 2.09.   Treasury Notes .................................. 20
         Section 2.10.   Temporary Notes ................................. 21
         Section 2.11.   Cancellation .................................... 21
         Section 2.12.   Defaulted Interest .............................. 21
         Section 2.13.   Record Date ..................................... 21
         Section 2.14.   CUSIP Number .................................... 22
         Section 2.15.   Computation of Interest ......................... 22

ARTICLE 3  REDEMPTION AND OFFERS TO PURCHASE ............................. 22
         Section 3.01.   Notices to Trustee .............................. 22
         Section 3.02.   Selection of Notes to Be Redeemed ............... 22
         Section 3.03.   Notice of Redemption ............................ 23
         Section 3.04.   Effect of Notice of Redemption .................. 23
         Section 3.05.   Deposit of Redemption Price ..................... 24
         Section 3.06.   Notes Redeemed in Part .......................... 24
         Section 3.07.   Optional Redemption ............................. 24
         Section 3.08.   Mandatory Redemption ............................ 25
         Section 3.09.   Asset Sale Offers ............................... 25

ARTICLE 4  COVENANTS ..................................................... 27
         Section 4.01.   Payment of Notes ................................ 27
         Section 4.02.   Maintenance of Office or Agency ................. 27
         Section 4.03.   Reports ......................................... 28
         Section 4.04.   Compliance Certificate .......................... 28
         Section 4.05.   Taxes ........................................... 29
         Section 4.06.   Stay, Extension and Usury Laws .................. 29
         Section 4.07.   Restricted Payments ............................. 30

                                       -ii-
<PAGE>

                            TABLE OF CONTENTS (cont.)
                                                                         Page

         Section 4.08.   Dividend and Other Payment Restrictions
                         Affecting Restricted Subsidiaries ............... 32
         Section 4.09.   Incurrence of Indebtedness and
                         Issuance of Preferred Stock ..................... 33
         Section 4.10.   Asset Sales ..................................... 33
         Section 4.11.   Transactions with Affiliates .................... 35
         Section 4.12.   Liens ........................................... 35
         Section 4.13.   Additional Subsidiary Guarantees ................ 36
         Section 4.14.   Offer to Purchase Upon Change of Control ........ 36
         Section 4.15.   Corporate Existence ............................. 38
         Section 4.16.   Certain Senior Subordinated Debt ................ 38
         Section 4.17.   Designation of Unrestricted
                         Subsidiaries .................................... 38
         Section 4.18.   Limitation on Sale and Leaseback
                         Transactions .................................... 39

ARTICLE 5  SUCCESSORS .................................................... 39
         Section 5.01.   Merger, Consolidation, or
                         Sale of Assets .................................. 39
         Section 5.02.   Successor Corporation Substituted ............... 40

ARTICLE 6  CERTAIN DEFAULT PROVISIONS .................................... 40
         Section 6.01.   Events of Default ............................... 40
         Section 6.02.   Acceleration .................................... 42
         Section 6.03.   Other Remedies .................................. 43
         Section 6.04.   Waiver of Past Defaults ......................... 43
         Section 6.05.   Control by Majority ............................. 44
         Section 6.06.   Limitation on Suits ............................. 44
         Section 6.07.   Rights of Holders of Notes to
                         Receive Payment ................................. 44
         Section 6.08.   Collection Suit by Trustee .......................45
         Section 6.09.   Trustee May File Proofs of Claim ................ 45
         Section 6.10.   Priorities ...................................... 45
         Section 6.11.   Undertaking for Costs ........................... 46

ARTICLE 7  TRUSTEE ....................................................... 46
         Section 7.01.   Duties of Trustee ............................... 46
         Section 7.02.   Rights of Trustee ............................... 47
         Section 7.03.   Individual Rights of Trustee .................... 48
         Section 7.04.   Trustee's Disclaimer ............................ 48
         Section 7.05.   Notice of Defaults .............................. 48
         Section 7.06.   Reports by Trustee to Holders
                         of the Notes .................................... 49
         Section 7.07.   Compensation and Indemnity ...................... 49
         Section 7.08.   Replacement of Trustee .......................... 50
         Section 7.09.   Successor Trustee by Merger, etc ................ 51
         Section 7.10.   Eligibility; Disqualification ................... 51


                                      -iii-
<PAGE>

                            TABLE OF CONTENTS (cont.)
                                                                         Page

         Section 7.11.   Preferential Collection of
                         Claims Against Company .......................... 51

ARTICLE 8  LEGAL DEFEASANCE AND COVENANT DEFEASANCE ...................... 51
         Section 8.01.   Option to Effect Legal Defeasance
                         or Covenant Defeasance .......................... 51
         Section 8.02.   Legal Defeasance and Discharge .................. 51
         Section 8.03.   Covenant Defeasance.............................. 52
         Section 8.04.   Conditions to Legal or Covenant
                         Defeasance ...................................... 53
         Section 8.05.   Deposited Money and Government
                         Securities to be Held in Trust; Other
                         Miscellaneous Provisions ........................ 54
         Section 8.06.   Repayment to Company ............................ 55
         Section 8.07.   Reinstatement ................................... 55

ARTICLE 9  AMENDMENT, SUPPLEMENT AND WAIVER .............................. 55
         Section 9.01.   Without Consent of Holders
                         of Notes  ....................................... 55
         Section 9.02.   With Consent of Holders of Notes ................ 56
         Section 9.03.   Compliance with Trust Indenture Act ............. 58
         Section 9.04.   Revocation and Effect of Consents ............... 58
         Section 9.05.   Notation on or Exchange of Notes ................ 58
         Section 9.06.   Trustee to Sign Amendments, etc ................. 58

ARTICLE 10  SUBORDINATION................................................. 59
         Section 10.01.  Agreement to Subordinate ........................ 59
         Section 10.02.  Liquidation; Dissolution; Bankruptcy ............ 59
         Section 10.03.  Default on Designated Senior Debt ............... 59
         Section 10.04.  Acceleration of Notes ........................... 60
         Section 10.05.  When Distribution Must be Paid Over ............. 60
         Section 10.06.  Notice By Compan ................................ 61
         Section 10.07.  Subrogation ..................................... 61
         Section 10.08.  Relative Rights ................................. 61
         Section 10.09.  Subordination May Not Be
                         Impaired by Company ............................. 62
         Section 10.10.  Distribution or Notice to
                         Representative .................................. 62
         Section 10.11.  Rights of Trustee and Paying Agent .............. 62
         Section 10.12.  Authorization to Effect Subordination ........... 62
         Section 10.13.  Amendments ...................................... 63

ARTICLE 11  SUBSIDIARY GUARANTEES ........................................ 63
         Section 11.01.  Subsidiary Guarantee ............................ 63
         Section 11.02.  Subordination ................................... 64
         Section 11.03.  Liquidation; Dissolution; Bankruptcy ............ 65
         Section 11.04.  Default on Senior Debt of the Guarantor ......... 65
         Section 11.05.  Acceleration of Notes ........................... 66

                                      -iv-
<PAGE>

                            TABLE OF CONTENTS (cont.)
                                                                         Page

         Section 11.06.  When Distribution Must Be Paid Over ............. 66
         Section 11.07.  Notice by a Guarantor ........................... 66
         Section 11.08.  Subrogation ..................................... 67
         Section 11.09.  Relative Rights ................................. 67
         Section 11.10.  Subordination May Not Be Impaired By Any
                         Guarantor ....................................... 67
         Section 11.11.  Distribution or Notice to Representative ........ 68
         Section 11.12.  Rights of Trustee and Paying Agent .............. 68
         Section 11.13.  Authorization to Effect Subordination ........... 68
         Section 11.14.  Amendments ...................................... 69
         Section 11.15.  Limitation of Guarantor's Liability ............. 69
         Section 11.16.  Restricted Subsidiaries May Consolidate,
                         etc., on Certain Terms .......................... 69
         Section 11.17.  Releases Following Sale of Assets
                         or Designation as Unrestricted Subsidiary ....... 70

ARTICLE 12  MISCELLANEOUS ................................................ 70
         Section 12.01.  Trust Indenture Act Controls .................... 70
         Section 12.02.  Notices ......................................... 70
         Section 12.03.  Communication by Holders of
                         Notes with Other Holders of Notes ............... 71
         Section 12.04.  Certificate and Opinion as to
                         Conditions Precedent............................. 72
         Section 12.05.  Statements Required in
                         Certificate or Opinion .......................... 72
         Section 12.06.  Rules by Trustee and Agents ..................... 72
         Section 12.07.  No Personal Liability of Directors,
                         Officers, Employees and Stockholders ............ 72
         Section 12.08.  Governing Law ................................... 73
         Section 12.09.  No Adverse Interpretation of
                         Other Agreements ................................ 73
         Section 12.10.  Successors ...................................... 73
         Section 12.11.  Severability .................................... 73
         Section 12.12.  Counterpart Originals ........................... 73
         Section 12.13.  Table of Contents, Headings, etc ................ 73


                                    EXHIBITS

         Exhibit A      FORM OF NOTE
         Exhibit B      FORM OF SUPPLEMENTAL INDENTURE
         Exhibit C      FORM OF NOTATION ON NOTE RELATING TO GUARANTEE

                                      -v-

<PAGE>

                        INDENTURE dated as of October 1, 1996 among Iron
                        Mountain Incorporated, a Delaware corporation (the
                        "Company"), the Restricted Subsidiaries signatories
                        hereto and First Bank National Association, as
                        trustee (the "Trustee").

                  The Company, the Restricted Subsidiaries signatories hereto
and the Trustee agree as follows for the benefit of each other and for the equal
and ratable benefit of the Holders of the 10-1/8% Senior Subordinated Notes due
2006:


                                   ARTICLE 1
                         DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

SECTION 1.01.              DEFINITIONS.

                  "Acquired Debt" means, with respect to any specified Person,
(a) 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 (b) 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 (a) EBITDA of such
Acquisition EBITDA Entity for its last fiscal quarter for which financial
statements are available at such date of determination, multiplied by four (or
if such quarterly statements are not available, EBITDA for the most recent
fiscal year for which financial statements are available), plus (b) 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 (a) which has been acquired by the Company
or one of its Restricted Subsidiaries and with respect to which financial
results on a consolidated basis with the Company have not been made available
for an entire fiscal quarter or (b) which is to be acquired in whole or in part
with Indebtedness, the incurrence of which will require the calculation on such
date of the Acquisition EBITDA of such Acquisition EBITDA Entity for purposes of
Section 4.09 hereof.

                  "Adjusted EBITDA" means, as of any date of determination and
without duplication, the sum of (a) EBITDA of the Company and its Restricted
Subsidiaries for the most recent fiscal quarter for which internal financial
statements are available at such date of determination, multiplied by four, and
(b) Acquisition EBITDA of each business or Person that is an Acquisition EBITDA
Entity as of such date of determination, multiplied by a fraction, the numerator
of which is three minus the number of months (and/or any portion thereof ) in
such most recent fiscal quarter for which the financial results of such
Acquisition EBITDA Entity are included in the EBITDA of the Company and its
Restricted Subsidiaries under clause (a) above,


<PAGE>

and (ii) the denominator of which is three. The effects of unusual or
non-recurring items in respect of the Company, a Restricted Subsidiary or an
Acquisition EBITDA Entity occurring in any period shall be excluded in the
calculation of Adjusted EBITDA.

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

                  "Agent" means any Registrar, Paying Agent or co-registrar.

                  "Attributable Indebtedness" in respect of a Sale and Leaseback
Transaction means, as of the time of determination, the greater of (a) the fair
market value of the property subject to such arrangement (as determined by the
Board of Directors) and (b) 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 term of the lease included in such Sale
and Leaseback Transaction (including any period for which such lease has been
extended).

                  "Bankruptcy Law" means Title 11, U.S. Code or any similar
federal or state law for the relief of debtors.

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

                  "Business Day" means any day other than a Legal Holiday.

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

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

                  "Cash Equivalents" means (a) 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, (b) 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, (c) commercial paper of an issuer rated at
least A-2 by Standard & Poor's Rating Group, a division of McGraw Hill, Inc., or
P-2 by Moody's


                                       2
<PAGE>

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, (d) money market accounts or funds with or issued by Qualified
Issuers and (e) 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 (a) through (c) above.

                  "Change of Control" means the occurrence of any of the
following events:

                                            (a) 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;

                                            (b) the Company consolidates with,
                  or merges with or into, another Person or conveys, transfers,
                  leases or otherwise disposes of all or substantially all of
                  its assets to any Person, or any Person consolidates with, or
                  merges with or into, the Company, in any such event pursuant
                  to a transaction in which the outstanding Voting Stock of the
                  Company is converted into or exchanged for cash, securities or
                  other property, other than any such transaction where (i) the
                  outstanding Voting Stock of the Company is not converted or
                  exchanged at all (except to the extent necessary to reflect a
                  change in the jurisdiction of incorporation) or is converted
                  into or exchanged for (A) Voting Stock (other than
                  Disqualified Stock) of the surviving or transferee Person or
                  (B) cash, securities and other property (other than Capital
                  Stock described in the foregoing clause (A)) of the surviving
                  or transferee Person in an amount that could be paid as a
                  Restricted Payment pursuant to Section 4.07 hereof 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;

                                            (c) 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 66b% 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

                                            (d) the Company is liquidated or
                  dissolved or adopts a plan of liquidation or dissolution other
                  than in a transaction which complies with the provisions
                  described under "Consolidation, Merger and Sale of Assets."

                                       3
<PAGE>

                  "Chrysler Notes" means the 13.42% Senior Subordinated Notes
                  due December 41, 2000 in the original principal amount of
                  $15.0 million issued by Iron Mountain Information Services,
                  Inc. to Chrysler Capital Corporation.

                  "Company" means the party named as such in this Indenture
until a successor replaces it pursuant to this Indenture and thereafter means
the successor.

                  "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 (a)
any net after-tax extraordinary gains or losses (less all fees and expenses
relating thereto), (b) any net after-tax gains or losses (less all fees and
expenses relating thereto) attributable to Asset Sales, (c) 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 (d) the net income (or loss) of any Person combined with the
Company or any Restricted Subsidiary on a "pooling of interests" basis
attributable to any period prior to the date of combination.

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

                  "Consolidated Interest Expense" means, for any period, without
duplication, the sum of (a) 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 (b) 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 reducing Consolidated Adjusted Net Income for
such period, determined on a consolidated basis in accordance with GAAP
(excluding any such non-cash charge that requires an accrual of or reserve for
cash charges for any future period).

                  "Corporate Trust Office of the Trustee" will be at the address
of the Trustee specified in Section 12.02 hereof or such other address as to
which the Trustee may give notice to the Company.

                                       4
<PAGE>


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

                  "Credit Agreement" means the Credit Agreement dated as of
September 30, 1996 among the Company, the Lenders from time to time party
thereto and the Credit Agent, as amended, restated, supplemented, modified,
renewed, refunded, increased, extended, replaced or refinanced from time to
time.

                  "Custodian" means any receiver, trustee, assignee, liquidator
or similar official under any Bankruptcy Law.

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

                  "Depositary" means, with respect to Notes issuable in whole or
in part in the form of one or more Global Notes, a clearing agency registered
under the Exchange Act that is designated to act as Depositary for such Notes as
contemplated by Section 2.01.

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

                  "Disqualified Stock" means any Capital Stock which, by its
terms (or by the terms of any security into which it is convertible or for which
it is exchangeable), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the Holder thereof, in whole or in part, in each
case on or prior to the stated maturity of the Notes.

                  "distribution" means, for purposes of Articles 10 and 11, a
distribution consisting of cash, securities or other property, by set-off or
otherwise.

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

                  "EBITDA" means for any period Consolidated Adjusted Net Income
for such period increased by (a) Consolidated Interest Expense for such period,
plus (b) Consolidated Income Tax Expense for such period, plus (c) 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 (a) with respect to Equity Interests
(or debt securities converted into Equity Interests) issued or sold for cash
Dollars, the aggregate amount of such


                                       5
<PAGE>

cash Dollars and (b) 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.

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

                  "Excluded Restricted Subsidiary" means any Wholly Owned
Restricted Subsidiary principally engaged in the records management business
domiciled outside the United States of America if the issuance of a Subsidiary
Guarantee by such Subsidiary would, as determined in a resolution of the Board
of Directors set forth in an Officers' Certificate delivered to the Trustee,
create a tax disadvantage that is material in relation to the aggregate amount
of the Company's and any Restricted Subsidiary's Investment or proposed
Investment therein.

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

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

                  "Global Note" means a Note that evidences all or part of the
Notes and is authenticated and delivered to, and registered in the name of, the
Depositary for the Notes or a nominee thereof.

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

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

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

                  "Holder" means a Person in whose name a Note is registered.

                                       6
<PAGE>

                  "Indebtedness" means (without duplication), with respect to
any Person, whether recourse is to all or a portion of the assets of such
Person, and whether or not contingent, (a) every obligation of such Person for
money borrowed, (b) every obligation of such Person evidenced by bonds,
debentures, notes or other similar instruments, (c) every reimbursement
obligation of such Person with respect to letters of credit, bankers'
acceptances or similar facilities issued for the account of such Person, (d)
every obligation of such Person issued or assumed as the deferred purchase price
of property or services, (e) every Capital Lease Obligation and every obligation
of such Person in respect of Sale and Leaseback Transactions that would be
required to be capitalized on the balance sheet in accordance with GAAP, (f) all
Disqualified Stock of such Person valued at the greater of its voluntary or
involuntary maximum fixed repurchase price, plus accrued and unpaid dividends
(unless included in such maximum repurchase price), (g) all obligations of such
Person under or with respect to Hedging Obligations which would be required to
be reflected on the balance sheet as a liability of such Person in accordance
with GAAP and (h) every obligation of the type referred to in clauses (a)
through (g) of another Person and dividends of another Person the payment of
which, in either case, such Person has guaranteed. For purposes of this
definition, the "maximum fixed repurchase price" of any Disqualified Stock that
does not have a fixed repurchase price will be calculated in accordance with the
terms of such Disqualified Stock as if such Disqualified Stock were repurchased
on any date on which Indebtedness is required to be determined pursuant to this
Indenture, and if such price is based upon, or measured by, the fair market
value of such Disqualified Stock, such fair market value will be determined in
good faith by the board of directors of the issuer of such Disqualified Stock.
Notwithstanding the foregoing, trade accounts payable and accrued liabilities
arising in the ordinary course of business and any liability for federal, state
or local taxes or other taxes owed by such Person will not be considered
Indebtedness for purposes of this definition. The amount outstanding at any time
of any Indebtedness issued with original issue discount is the aggregate
principal amount at maturity of such Indebtedness, less the remaining
unamortized portion of the original issue discount of such Indebtedness at such
time, as determined in accordance with GAAP.

                  "Indenture" means this Indenture, as amended or supplemented
from time to time.

                  "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.

                  "Issuance Date" means the closing date for the sale and
original issuance of the Notes.

                  "Legal Holiday" means a Saturday, a Sunday or a day on which
banking institutions in the City of New York or at a place of payment are
authorized by law, regulation or executive order to remain closed. If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest will
accrue for the intervening period.

                                       7
<PAGE>

                  "Leverage Ratio" means, at any date, the ratio of (a) 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 (b) Adjusted EBITDA, after giving pro forma effect, without
duplication, to (i) the incurrence, repayment or retirement of any Indebtedness
by the Company or its Restricted Subsidiaries since the last day of the most
recent full fiscal quarter of the Company, (ii) if the Leverage Ratio is being
determined in connection with the incurrence of Indebtedness by the Company or a
Restricted Subsidiary, such Indebtedness to be incurred, 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).

                  "Market Price" means, (a) 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 (b) 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 will be (a) 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 is not in use or does not report
transactions in such Equity Interests, or if such Equity Interests are listed on
a stock exchange other than the New York Stock Exchange (including for this
purpose the Nasdaq National Market), the last reported sale price regular way
for such day, or in case no such reported sale takes place on such day, the
average of the closing bid and asked prices regular way for such day, in each
case on the principal national securities exchange on which such Equity
Interests are listed or admitted to trading (which will be the national
securities exchange on which the greatest number of such Equity Interests have
been traded during such 20 consecutive trading days), or (b) 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 will 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 (a) the cash received by the
Company or such Restricted Subsidiary (including


                                       8
<PAGE>

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 (b) 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).

                  "Notes" means the 10-1/8% Senior Subordinated Notes due 2006,
as amended or supplemented from time to time pursuant to the terms hereof, that
are issued under this Indenture.

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

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

                  "Officers' Certificate" means a certificate signed, unless
otherwise specified, by any two of the Chairman of the Board, a Vice Chairman of
the Board, the President, the Chief Financial Officer, the Controller or an
Executive Vice President of the Company, and delivered to the Trustee, that
meets the requirements of Section 12.05 hereof.

                  "Opinion of Counsel" means an opinion from legal counsel who
is reasonably acceptable to the Trustee, that meets the requirements of Section
12.05 hereof. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

                  "Permitted Investments" means (a) 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 4.09 hereof; (b) any Investments in Cash
Equivalents; (c) 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


                                       9
<PAGE>

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; (d) Investments in assets (including accounts and notes receivable)
owned or used in the ordinary course of business; (e) Investments for any
purpose related to the Company's records management business in an aggregate
outstanding principal amount not to exceed $10.0 million; and (f) Investments by
the Company or a Restricted Subsidiary (other than an Excluded Restricted
Subsidiary) in one or more Excluded Restricted Subsidiaries, the aggregate
outstanding amount of which does not exceed 10% of the consolidated assets of
the Company and its Restricted Subsidiaries.

                  "Permitted Liens" means:

                                            (a) Liens existing as of the
                  Issuance Date;

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

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

                                            (d) Liens securing the Notes or the
                  Subsidiary Guarantees;

                                            (e) 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 4.09 hereof;

                                            (f) 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;

                                            (g) Liens securing Hedging
                  Obligations permitted to be incurred pursuant to clause (g) of
                  Section 4.09 hereof;

                                            (h) 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;

                                       10
<PAGE>

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

                                            (j) 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;

                                            (k) 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);

                                            (l) 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;

                                            (m) 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;

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

                                            (o) other Liens securing obligations
                  incurred in the ordinary course of business, which obligations
                  do not exceed $1.0 million in the aggregate at any one time
                  outstanding; and

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

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

                  "Principal Stockholders" means each of Vincent J. Ryan,
Schooner Capital Corporation, C. Richard Reese, Eugene B. Doggett, and their
respective Affiliates.

                                       11
<PAGE>

                  "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 (a) any lender party to the Credit
Agreement or (b) any commercial bank (i) which has capital and surplus in excess
of $500,000,000 and (ii) the outstanding short-term debt securities of which are
rated at least A-2 by Standard & Poor's Rating Group, a division of McGraw-Hill,
Inc. or at least P-2 by Moody's Investors Service, or carry an equivalent rating
by a nationally recognized rating agency if both of the two named rating
agencies cease publishing ratings of investments.

                  "Qualifying Sale and Leaseback Transaction" means any Sale and
Leaseback Transaction between the Company or any of its Restricted Subsidiaries
and any bank, insurance company or other lender or investor providing for the
leasing to the Company or such Restricted Subsidiary of any 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 this
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 (a) 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); (b) such Refinancing Indebtedness shall have a Weighted Average Life
to Maturity equal to or greater than the Weighted Average Life to Maturity of
the Indebtedness so repaid, redeemed, defeased, extended, refinanced, renewed,
replaced or refunded or shall mature after October 1, 2006; (c) to the extent
such Refinancing Indebtedness refinances Indebtedness that has a final maturity
date occurring after October 1, 2006, 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; (d) 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 (e) 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.

                                       12
<PAGE>

                  "Representative" means, for purposes of Articles 10 and 11,
the Credit Agent or other agent, trustee or representative for any Senior Debt
of the Company or, with respect to any Restricted Subsidiary, for any Senior
Debt of such Restricted Subsidiary.

                  "Responsible Officer" when used with respect to the Trustee,
means any officer within the Corporate Trust Administration of the Trustee (or
any successor group of the Trustee) or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

                  "Restricted Subsidiary" means (a) each direct or indirect
Subsidiary of the Company existing on the date of this Indenture and (b) any
other direct or indirect Subsidiary of the Company formed, acquired or existing
after the date of this Indenture, in each case which is not designated by the
Board of Directors as an "Unrestricted Subsidiary."

                  "SEC" means the Securities and Exchange Commission.

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

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

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

                                       13
<PAGE>

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

                  "Subsidiary Guarantee" means a Guarantee of a Guarantor
pursuant to Article 11 hereof.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. SS
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.

                  "Trustee" means the party named as such above until a
successor replaces it in accordance with the applicable provisions of this
Indenture and thereafter means the successor serving hereunder.

                  "Unrestricted Subsidiary" means (a) any Subsidiary that is
designated by the Board of Directors as an Unrestricted Subsidiary in accordance
with Section 4.17 hereof and (b) 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 (a) 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 (b) 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 director's qualifying shares) shall at
the time be owned by the Company or by one of more Wholly Owned Restricted
Subsidiaries of the Company.

SECTION 1.02.              OTHER DEFINITIONS.
                                                                Defined in
                           Term                                   Section

                  "Affiliate Transaction".......................    4.11
                  "Asset Sale"..................................    4.10

                                       14
<PAGE>

                  "Asset Sale Offer"............................    4.10
                  "Benefitted Party"............................   11.01
                  "Change of Control Offer".....................    4.14
                  "Change of Control Payment"...................    4.14
                  "Change of Control Payment Date"..............    4.14
                  "Covenant Defeasance".........................    8.03
                  "Commencement Date"...........................    4.10
                  "Event of Default"............................    6.01
                  "Excess Proceeds".............................    4.10
                  "Guarantor"...................................   11.01
                  "incur".......................................    4.09
                  "Legal Defeasance" ...........................    8.02
                  "Non-Monetary Default"........................   10.03
                  "Offer Amount"................................    3.09
                  "Offer Period"................................    3.09
                  "Paying Agent"................................    2.03
                  "Payment Blockage Notice".....................   10.03
                  "Payment Default".............................   10.03
                  "Purchase Date"...............................    3.09
                  "Registrar"...................................    2.03
                  "Restricted Payments".........................    4.07
                  "Separation Date".............................    2.06

SECTION 1.03.   INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

           Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture,
other than those provisions of the TIA that may be excluded herein, which
provision shall be excluded to the extent specifically excluded in this
Indenture.

           The following TIA terms used in this Indenture have the following
meanings:

           "indenture securities" means the Notes and the Subsidiary Guarantees,
           if any;

           "indenture security holder" means a Holder of a Note;

           "indenture to be qualified" means this Indenture;

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

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

           All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by a rule or regulation
promulgated by the SEC under the TIA have the meanings so assigned to them.

                                       15
<PAGE>

SECTION 1.04. RULES OF CONSTRUCTION.

           Unless the context otherwise requires:

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

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

           (3)  "or" is not exclusive;

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

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

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


                                   ARTICLE 2
                                   THE NOTES

SECTION 2.01.   FORM AND DATING.

           The Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A hereto, the terms of which are
incorporated in and made a part of this Indenture. The notation on each Note
relating to the Subsidiary Guarantees shall be substantially in the form set
forth on Exhibit C, which is part of this Indenture. The Notes may have
notations, legends or endorsements approved as to form by the Company and
required by law, stock exchange rule, agreements to which the Company or each
Restricted Subsidiary is subject, or usage. Each Note shall be dated the date of
its authentication. The Notes shall be issuable only in denominations of $1,000
and integral multiples thereof.

           The Notes may, at the option of the Company, be issuable in whole or
in part in the form of one or more Global Notes and, in such case, the
Depositary or Depositaries for such Global Note or Global Notes shall be
designated by the Company in an Officers' Certificate delivered to the Trustee
on or prior to the Issuance Date. Every Global Note authenticated and delivered
hereunder will bear a legend substantially in the form thereof set forth on
Exhibit A hereto.

SECTION 2.02.   EXECUTION AND AUTHENTICATION.

           Two Officers of the Company shall sign the Notes for the Company by
manual or facsimile signature. The Company's seal shall be reproduced on the
Notes and may be in


                                       16
<PAGE>

facsimile form. An Officer of each Guarantor shall sign the Subsidiary Guarantee
for such Guarantor by manual or facsimile signature.

           If an Officer of the Company or a Guarantor whose signature is on a
Note or a Subsidiary Guarantee, as the case may be, no longer holds that office
at the time the Note is authenticated, the Note or the Subsidiary Guarantee, as
the case may be, shall nevertheless be valid.

           A Note shall not be valid until authenticated by the manual signature
of the Trustee. The signature of the Trustee shall be conclusive evidence that
the Note has been authenticated under this Indenture. The form of Trustee's
certificate of authentication to be borne by the Notes shall be substantially as
set forth in Exhibit A hereto.

           The Trustee shall, upon a written order of the Company signed by two
Officers of the Company, authenticate Notes for original issue up to an
aggregate principal amount stated in paragraph 4 of the Notes. The aggregate
principal amount of Notes outstanding at any time shall not exceed $165,000,000
except as provided in Section 2.07 hereof.

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

SECTION 2.03.   REGISTRAR AND PAYING AGENT.

           The Company shall maintain (i) an office or agency where Notes may be
presented for registration of transfer or for exchange (including any
co-registrar, the "Registrar") and (ii) an office or agency where Notes may be
presented for payment ("Paying Agent"). The Registrar shall keep a register of
the Notes and of their transfer and exchange. The Company may appoint one or
more co-registrars and one or more additional paying agents. The term "Paying
Agent" includes any additional paying agent. The Company may change any Paying
Agent, Registrar or co-registrar without prior notice to any Holder of a Note.
The Company shall notify the Trustee and the Trustee shall notify the Holders of
the Notes of the name and address of any Agent not a party to this Indenture.
The Company or any Guarantor may act as Paying Agent, Registrar or co-registrar.
The Company shall enter into an appropriate agency agreement with any Agent not
a party to this Indenture, which shall be subject to any obligations imposed by
the provisions of the TIA. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Company shall notify the Trustee of the
name and address of any such Agent. If the Company fails to maintain a Registrar
or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as
such, and shall be entitled to appropriate compensation in accordance with
Section 7.07 hereof.

           The Company initially appoints the Trustee as Registrar, Paying Agent
and agent for service of notices and demands in connection with the Notes.

                                       17
<PAGE>

SECTION 2.04.   PAYING AGENT TO HOLD MONEY IN TRUST.

           The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent shall hold in trust for the benefit of
the Holders of the Notes or the Trustee all money held by the Paying Agent for
the payment of principal of, premium, if any, and interest on the Notes, and
shall notify the Trustee of any Default by the Company or the Guarantors in
making any such payment. While any such Default continues, the Trustee may
require a Paying Agent to pay all money held by it to the Trustee. The Company
at any time may require a Paying Agent to pay all money held by it to the
Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the
Company or a Guarantor) shall have no further liability for the money delivered
to the Trustee. If the Company or a Guarantor acts as Paying Agent, it shall
segregate and hold in a separate trust fund for the benefit of the Holders of
the Notes, subject to Article 10 hereof, all money held by it as Paying Agent.
Upon any bankruptcy or reorganization proceeding relating to the Company or a
Guarantor, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.05.   LISTS OF HOLDERS OF THE NOTES.

           The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Holders of the Notes and shall otherwise comply with TIA S 312(a). If the
Trustee is not the Registrar, the Company and/or the Guarantors shall furnish to
the Trustee at least seven Business Days before each interest payment date and
at such other times as the Trustee may request in writing a list in such form
and as of such date as the Trustee may reasonably require of the names and
addresses of Holders of the Notes, including the aggregate principal amount of
the Notes held by each thereof, and the Company and each Guarantor shall
otherwise comply with TIA S 312(a).

SECTION 2.06.   TRANSFER AND EXCHANGE.

           When Notes are presented to the Registrar with a request to register
the transfer or to exchange them for an equal principal amount of Notes of other
denominations, the Registrar shall register the transfer or make the exchange if
its requirements for such transactions are met; provided, however, that any Note
presented or surrendered for registration of transfer or exchange shall be duly
endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar and the Trustee duly executed by the Holder
thereof or by his attorney duly authorized in writing. To permit registrations
of transfer and exchanges, the Company shall issue and the Trustee shall
authenticate Notes at the Registrar's request, subject to such rules as the
Trustee may reasonably require.

           Neither the Company nor the Registrar shall be required to (a) issue,
register the transfer of or exchange Notes during a period beginning at the
opening of business on a Business Day 15 days before the day of any selection of
Notes for redemption under Section 3.02 hereof and ending at the close of
business on the day of selection or (b) register the transfer of or exchange any
Note so selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part.

                                       18
<PAGE>


           No service fee shall be charged to any Holder of a Note for any
registration of transfer or exchange (except as otherwise expressly permitted
herein), but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than such transfer tax or similar governmental charge payable upon
exchanges pursuant to Sections 2.10, 3.06 or 9.05 hereof, which shall be paid by
the Company).

           Prior to due presentment to the Trustee for registration of the
transfer of any Note, the Trustee, any Agent, the Company and each Guarantor may
deem and treat the Person in whose name any Note is registered as the absolute
owner of such Note for the purpose of receiving payment of principal of,
premium, if any, and interest on such Note and for all other purposes
whatsoever, whether or not such Note is overdue, and none of the Trustee, any
Agent, the Company or any Guarantor shall be affected by notice to the contrary.

           Notwithstanding any other provision in this Indenture, no Global Note
may be transferred to, or registered or exchanged for Notes registered in the
name of, any Person other than the Depositary for such Global Note or any
nominee thereof, and no such transfer may be registered, unless (a) such
Depositary (i) notifies the Company that it is unwilling or unable to continue
as Depositary for such Global Note or (ii) ceases to be a clearing agency
registered under the Exchange Act, (b) the Company delivers to the Trustee an
Officers' Certificate stating that such Global Note shall be so transferable,
registrable, and exchangeable, and such transfers shall be registrable, or (c)
there shall have occurred and be continuing an Event of Default with respect to
the Notes evidenced by such Global Note. Notwithstanding any other provision in
this Indenture, a Global Note to which the restriction set forth in the
preceding sentence shall have ceased to apply may be transferred only to, and
may be registered and exchanged for Notes registered only in the name or names
of, such Person or Persons as the Depositary for such Global Note shall have
directed and no transfer thereof other than such a transfer may be registered.
Every Note authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, a Global Note to which the restriction set forth in
the first sentence of this paragraph shall apply, whether pursuant to this
Section 2.06 or otherwise, shall be authenticated and delivered in the form of,
and shall be, a Global Note.

SECTION 2.07.   REPLACEMENT NOTES.

           If any mutilated Note is surrendered to the Trustee, or the Company
and the Trustee receive evidence to their satisfaction of the destruction, loss
or theft of any Note, the Company shall issue and the Trustee, upon the written
order of the Company signed by two Officers of the Company, shall authenticate a
replacement Note (accompanied by a notation of the Subsidiary Guarantees duly
endorsed by each Guarantor) if the Trustee's requirements for replacements of
Notes are met. If required by the Trustee, the Company or the Guarantors, an
indemnity bond must be supplied by the Holder that is sufficient in the judgment
of the Trustee, the Company and the Guarantors to protect the Company, the
Guarantors, the Trustee, any Agent or any authenticating agent from any loss
which any of them may suffer if a Note is replaced. Each of the Company, the
Guarantors and the Trustee may charge for its expenses in replacing a Note.

                                       19
<PAGE>

           Every replacement Note is an additional obligation of the Company and
the Guarantors and shall be entitled to all of the benefits of this Indenture
equally and ratably with all other Notes duly issued hereunder.

SECTION 2.08.   OUTSTANDING NOTES.

           The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation and those described in this Section 2.08 as not outstanding. If a
Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced Note is
held by a bona fide purchaser. If the principal amount of any Note is considered
paid under Section 4.01 hereof, it ceases to be outstanding and interest on it
ceases to accrue. Subject to Section 2.09 hereof, a Note does not cease to be
outstanding because the Company, a Guarantor, a Subsidiary of the Company or a
Guarantor or an Affiliate of the Company or a Guarantor holds the Note.

SECTION 2.09.   TREASURY NOTES.

           In determining whether the Holders of the required principal amount
of Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, any Guarantor, any of their respective Subsidiaries or any Affiliate of
the Company or any Guarantor shall be considered as though not outstanding,
except that for purposes of determining whether the Trustee shall be protected
in relying on any such direction, waiver or consent, only Notes which the
Trustee knows to be so owned shall be so considered. Notwithstanding the
foregoing, Notes that are to be acquired by the Company, any Guarantor, any
Subsidiary of the Company or any Guarantor or an Affiliate of the Company or any
Guarantor pursuant to an exchange offer, tender offer or other agreement shall
not be deemed to be owned by the Company, such Guarantor, a Subsidiary of the
Company or such Guarantor or an Affiliate of the Company or such Guarantor until
legal title to such Notes passes to the Company, such Guarantor, such Subsidiary
or such Affiliate, as the case may be.

SECTION 2.10.   TEMPORARY NOTES.

           Until definitive Notes are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Notes (accompanied by a
notation of the Subsidiary Guarantees duly endorsed by each Guarantor).
Temporary Notes shall be substantially in the form of definitive Notes but may
have variations that the Company and the Trustee consider appropriate for
temporary Notes. Without unreasonable delay, the Company shall prepare and the
Trustee, upon receipt of the written order of the Company signed by two Officers
of the Company, shall authenticate definitive Notes (accompanied by a notation
of the Subsidiary Guarantees duly endorsed by each Guarantor) in exchange for
temporary Notes. Until such exchange, temporary Notes shall be entitled to the
same rights, benefits and privileges as definitive Notes.

                                       20
<PAGE>

SECTION 2.11.   CANCELLATION.

           The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall destroy canceled Notes
(subject to the record retention requirement of the Exchange Act), unless the
Company directs canceled Notes to be returned to it. The Company may not issue
new Notes to replace Notes that it has redeemed or paid or that have been
delivered to the Trustee for cancellation. All canceled Notes held by the
Trustee shall be destroyed and certification of their destruction delivered to
the Company, unless by a written order, signed by two Officers of the Company,
the Company shall direct that canceled Notes be returned to it.

SECTION 2.12.   DEFAULTED INTEREST.

           If the Company and the Guarantors default in a payment of interest on
the Notes, the Company or any such Guarantor (to the extent of its obligations
under its Subsidiary Guarantee) shall pay the defaulted interest in any lawful
manner plus, to the extent lawful, interest payable on the defaulted interest,
to the Persons who are Holders of the Notes on a subsequent special record date,
which date shall be at the earliest practicable date but in all events at least
five Business Days prior to the payment date, in each case at the rate provided
in the Notes and in Section 4.01 hereof. The Company shall fix or cause to be
fixed each such special record date and payment date, and shall, promptly
thereafter, notify the Trustee of any such date. At least 15 days before the
special record date, the Company (or the Trustee, in the name of and at the
expense of the Company) shall mail to Holders of the Notes a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

SECTION 2.13.   RECORD DATE.

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

SECTION 2.14.   CUSIP NUMBER.

           The Company in issuing the Notes may use a "CUSIP" number and, if it
does so, the Trustee shall use the CUSIP number in notices of redemption or
exchange as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness or accuracy of the CUSIP
number printed in the notice or on the Notes and that reliance may be placed
only on the other identification numbers printed on the Notes. The Company will
promptly notify the Trustee of any change in the CUSIP number.

SECTION 2.15.   COMPUTATION OF INTEREST.

           Interest will be computed on the basis of a 360-day year consisting
of twelve 30-day months.

                                       21
<PAGE>

                                   ARTICLE 3
                       REDEMPTION AND OFFERS TO PURCHASE

SECTION 3.01.   NOTICES TO TRUSTEE.

           If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 45 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the Section of this Indenture pursuant
to which the redemption shall occur, (ii) the redemption date, (iii) the
principal amount of Notes to be redeemed and (iv) the redemption price.

SECTION 3.02.   SELECTION OF NOTES TO BE REDEEMED.

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

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

SECTION 3.03.   NOTICE OF REDEMPTION.

           At least 30 days but not more than 60 days before a redemption date,
the Company shall mail or cause to be mailed, by first class mail, a notice of
redemption to each Holder whose Notes are to be redeemed at its registered
address.

           The notice shall identify the Notes to be redeemed and shall state:

                           (a) the redemption date;

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

                           (c) if any Note is being redeemed in part, the
      portion of the principal amount of such Note to be redeemed and that,
      after the redemption date upon surrender of such Note,


                                       22
<PAGE>

      a new Note or Notes in principal amount equal to the unredeemed portion
      shall be issued upon cancellation of the original Note;

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

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

                           (f) that, unless the Company defaults in making such
      redemption payment, interest on Notes called for redemption shall cease to
      accrue on and after the redemption date;

                           (g) the paragraph of the Notes and/or Section of this
      Indenture pursuant to which the Notes called for redemption are being
      redeemed; and

                           (h) that no representation is made as to the
      correctness or accuracy of the CUSIP number, if any, listed in such notice
      or printed on the Notes.

           At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.

SECTION 3.04.   EFFECT OF NOTICE OF REDEMPTION.

           Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional. On and after the redemption date, unless the Company defaults in
the payment of the redemption price, interest will cease to accrue on the Notes
or portions thereof called for redemption and all rights of Holders with respect
to such Notes will terminate except for the right to receive payment of the
redemption price upon surrender for redemption.

SECTION 3.05.   DEPOSIT OF REDEMPTION PRICE.

           One Business Day prior to the redemption date, the Company shall
deposit with the Trustee or with the Paying Agent money sufficient to pay the
redemption price of and accrued interest on all Notes to be redeemed on that
date. The Trustee or the Paying Agent shall promptly return to the Company any
money deposited with the Trustee or the Paying Agent by the Company in excess of
the amounts necessary to pay the redemption price of, and accrued interest on,
all Notes to be redeemed.

           If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption, whether or not such
Notes are presented for payment. If a Note is redeemed on or after an interest
record date but on or prior to the related interest payment date, then any

                                       23
<PAGE>

accrued and unpaid interest shall be paid to the Person in whose name such Note
was registered at the close of business on such record date. If any Note called
for redemption shall not be so paid upon surrender for redemption because of the
failure of the Company to comply with the preceding paragraph, interest shall be
paid on the unpaid principal, from the redemption date until such principal is
paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.

SECTION 3.06.   NOTES REDEEMED IN PART.

           Upon surrender of a Note that is redeemed in part, the Company shall
issue and, upon the Company's written request, the Trustee shall authenticate
for the Holder at the expense of the Company a new Note (accompanied by a
notation of the Subsidiary Guarantees duly endorsed by each Guarantor) equal in
principal amount to the unredeemed portion of the Note surrendered.

SECTION 3.07.   OPTIONAL REDEMPTION.

           The Notes shall not be redeemable at the Company's option prior to
October 1, 2001. Thereafter, the Notes shall be subject to redemption at the
option of the Company, in whole or in part, upon not less than 30 nor more than
60 days' notice, at the redemption prices (expressed as percentages of principal
amount) set forth below plus accrued and unpaid interest thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on October 1 of the years indicated below:

                  Year                                        Percentage

                  2001........................................  105.06%
                  2002........................................  103.38%
                  2003........................................  101.69%
                  2004 and thereafter.........................  100.00%

           Notwithstanding the foregoing, at any time prior to October 1, 1999,
the Company may redeem up to 35% of the initial principal amount of the Notes
originally issued with the net proceeds of one or more Qualified Equity
Offerings at a redemption price equal to 109.125% of the principal amount of
such Notes, plus accrued and unpaid interest, if any, to the date of redemption;
provided, that at least 65% of the principal amount of Notes originally issued
remains outstanding immediately after the occurrence of any such redemption and
that such redemption occurs within 60 days following the closing of any such
Qualified Equity Offering.

SECTION 3.08.   MANDATORY REDEMPTION.

           Except as set forth below under Section 4.10 and Section 4.14 hereof,
the Company shall not be required to make sinking fund or redemption payments
with respect to the Notes.

                                       24
<PAGE>


SECTION 3.09.   ASSET SALE OFFERS.

           In the event that the Company shall commence an Asset Sale Offer
pursuant to Section 4.10 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 3.02 and 4.10 hereof or, if less than the Offer Amount has been
tendered, all Notes tendered in response to the Asset Sale Offer.

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

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

           (1)  that the Asset Sale Offer is being made pursuant to this Section
                3.09 and Section 4.10 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


                                       25
<PAGE>

                on the Business Day preceding the termination of the Offer
                Period, a telegram, telex, 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 his election to have the Note
                purchased;

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

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

           On or before 12:00 p.m. 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, if any, to be
held for payment in accordance with the terms of this Section 3.09. 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 tendered pursuant to the Asset Sale Offer, or if
less than the Offer Amount has been tendered, all 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
3.09. 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 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 3.09 shall be made pursuant to
the provisions of the second paragraph of Section 3.05 hereof to the extent
applicable.

                                       26
<PAGE>


           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.

                                   ARTICLE 4
                                   COVENANTS

SECTION 4.01.   PAYMENT OF NOTES.

           The Company shall pay or cause to be paid the principal of, premium,
if any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company or a Restricted
Subsidiary, holds as of 10:00 a.m. Eastern Time on the due date money deposited
by the Company in immediately available funds and designated for and sufficient
to pay all principal, premium, if any, and interest then due.

           The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal at the rate equal
to 1% per annum in excess of the then applicable interest rate on the Notes to
the extent lawful; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.

SECTION 4.02.   MAINTENANCE OF OFFICE OR AGENCY.

           The Company shall maintain in the Borough of Manhattan, the City of
New York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company or any Restricted Subsidiary in respect of the
Notes and this Indenture may be served. The Company shall give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee.

           The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

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

                                       27
<PAGE>

SECTION 4.03.   REPORTS.

           Whether or not required by the rules and regulations of the SEC, so
long as any Notes are outstanding, the Company will furnish to the Holders of
Notes (i) all quarterly and annual financial information that would be required
to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company
were required to file such Forms, including a "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and, with respect to
the annual information only, a report thereon by the Company's certified
independent accountants and (ii) all financial information that would be
required to be included in a Form 8-K filed with the SEC if the Company were
required to file such reports. In addition, whether or not required by the rules
and regulations of the SEC, the Company will file a copy of all such information
and reports with the SEC for public availability (unless the SEC will not accept
such a filing) and make such information available to investors who request it
in writing. Notwithstanding anything to the contrary contained herein, the
Trustee shall have no duty to review such documents for purposes of determining
compliance with any provisions of this Indenture.

SECTION 4.04.   COMPLIANCE CERTIFICATE.

           (a) The Company shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company and each Restricted Subsidiary has kept,
observed, performed and fulfilled its obligations under this Indenture
(including with respect to any Restricted Payments made during such year, the
basis upon which the calculations required by Section 4.07 hereof were computed,
which calculations may be based on the Company's latest available financial
statements), and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge, the Company and each
Restricted Subsidiary has kept, observed, performed and fulfilled each and every
covenant contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions of this Indenture (or,
if a Default or Event of Default shall have occurred, describing all such
Defaults or Events of Default of which he or she may have knowledge and what
action the Company and each Restricted Subsidiary, as the case may be, is taking
or proposes to take with respect thereto) and that to the best of his or her
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company and each Restricted Subsidiary, as the case may be, is taking
or proposes to take with respect thereto.

           (b) So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03 hereof shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the


                                       28
<PAGE>

nature and period of existence thereof, it being understood that such
accountants shall not be liable directly or indirectly to any Person for any
failure to obtain knowledge of any such violation.

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

SECTION 4.05.   TAXES.

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

SECTION 4.06.   STAY, EXTENSION AND USURY LAWS.

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

SECTION 4.07.   RESTRICTED PAYMENTS.

           The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly: (a) 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); (b) 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); (c) 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 (d) make any Investment other
than a Permitted Investment (all such payments and other actions set forth in
clauses (a) through (d) above being collectively referred to as "Restricted
Payments"), unless, at the time of such Restricted Payment:

                                       29
<PAGE>

                (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 4.09 hereof; and

                (iii) such Restricted Payment, together with the aggregate of
      all other Restricted Payments made by the Company and its Restricted
      Subsidiaries after the date of this Indenture 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 date of this Indenture 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 (A) 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 this
Indenture; (B) 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); (C) the defeasance, redemption, repurchase,
retirement or other acquisition or retirement for value of Indebtedness that is
subordinated or pari passu 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); (D) the defeasance, redemption,
repurchase, retirement or other acquisition or retirement for value of
Indebtedness that is subordinated or pari passu 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; (E) the repurchase of any Indebtedness subordinated
or pari passu 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 4.14 hereof, provided that prior to or contemporaneously with such
repurchase the Company has made the Change of Control Offer as provided in such
covenant with respect to the Notes and has repurchased all Notes validly
tendered for payment in connection with such Change of Control Offer; (F) the
prepayment of the Chrysler Notes, together with premium and interest thereon;
(G) the prepayment of $450,000 of junior subordinated notes originally issued by
the Company to First Document Storage, Inc. in connection with a 1990
acquisition, together with interest thereon; and (H) additional payments to
current or former employees or directors of the Company for repurchases of
stock,


                                       30
<PAGE>

stock options or other equity interests, provided that the aggregate amount of
all such payments under this clause (H) does not exceed $500,000 in any year and
$2.0 million in the aggregate.

           The Restricted Payments described in clauses (B), (C), (E) and (H) of
the immediately preceding paragraph will be Restricted Payments that will be
permitted to be taken in accordance with such paragraph but will 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 (A), (D), (F) and (G) of the immediately preceding
paragraph will be Restricted Payments that will be permitted to be taken in
accordance with such paragraph and will 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 will be reduced by the amount of any
net reduction in such Investment (resulting from the payment of interest or
dividends, loan repayment, transfer of assets or otherwise) to the extent such
net reduction is not included in the Company's EBITDA; provided, however, that
the total amount by which the aggregate amount of all Restricted Payments may be
reduced may not exceed the lesser of (a) the cash proceeds received by the
Company and its Restricted Subsidiaries in connection with such net reduction
and (b) the initial amount of such Investment.

           If the aggregate amount of all Restricted Payments calculated under
the foregoing provision includes an Investment in an Unrestricted Subsidiary or
other Person that thereafter becomes a Restricted Subsidiary, such Investment
will no longer be counted as a Restricted Payment for purposes of calculating
the aggregate amount of Restricted Payments. For the purpose of making any
calculations under this Indenture, (a) an Investment will include the fair
market value of the net assets of any Restricted Subsidiary at the time that
such Restricted Subsidiary is designated an Unrestricted Subsidiary and will
exclude the fair market value of the net assets of any Unrestricted Subsidiary
that is designated as a Restricted Subsidiary, (b) any property transferred to
or from an Unrestricted Subsidiary will be valued at fair market value at the
time of such transfer, provided that, in each case, the fair market value of an
asset or property is as determined by the Board of Directors in good faith, and
(c) subject to the foregoing, the amount of any Restricted Payment, if other
than cash, will be determined by the Board of Directors, whose good faith
determination will be conclusive.

           The Board of Directors may designate a Restricted Subsidiary to be an
Unrestricted Subsidiary in compliance with Section 4.17 hereof. 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 Section 4.07. 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.

SECTION 4.08. DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED
              SUBSIDIARIES.

                                       31
<PAGE>

           The Company will not, and will 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 (a) (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, (b) make loans or advances to the Company or any of its
Restricted Subsidiaries or (c) transfer any of its properties or assets to the
Company or any of its Restricted Subsidiaries, except for such encumbrances or
restrictions existing under or by reason of (1) Existing Indebtedness as in
effect on the date of this Indenture, (2) the Credit Agreement as in effect as
of the date of this Indenture, and any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancing
thereof, provided that such amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings are no more
restrictive in the aggregate with respect to such dividend and other payment
restrictions than those contained in the Credit Agreement as in effect on the
date of this Indenture, (3) this 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 this
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 or capitalized lease
obligations otherwise permitted by clause (e) of Section 4.09 hereof, or (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.

SECTION 4.09.   INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

           The Company will not, and will 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 will 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 6.0 to
1.0.

           The foregoing limitations will not apply to (a) the incurrence by the
Company or any Restricted Subsidiary of Senior Bank Debt in an aggregate amount
not to exceed $25.0 million at any one time outstanding, (b) the issuance by the
Restricted Subsidiaries of Subsidiary Guarantees, (c) the incurrence by the
Company and its Restricted Subsidiaries of the Existing Indebtedness, (d) the
issuance by the Company of the Notes, (e) the incurrence by the Company and its
Restricted Subsidiaries of Capital Lease Obligations and/or additional
Indebtedness


                                       32
<PAGE>

constituting purchase money obligations up to an aggregate of $2.5 million at
any one time outstanding, provided that the Liens securing such Indebtedness
constitute Permitted Liens, (f) the incurrence of Indebtedness between (i) the
Company and its Restricted Subsidiaries and (ii) the Restricted Subsidiaries,
(g) 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 this Indenture to be outstanding, (h) the incurrence
by the Company and its Restricted Subsidiaries of Indebtedness arising out of
letters of credit, performance bonds, surety bonds and bankers' acceptances
incurred in the ordinary course of business up to an aggregate of $2.0 million
at any one time outstanding, (i) 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 (j) 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 (b) through (e) above, and this
clause (j).

SECTION 4.10.   ASSET SALES.

           The Company will not, and will not permit any of its Restricted
Subsidiaries to, (a) 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 4.14 hereof and/or the provisions of
Section 5.01 hereof, and not by the provisions of this Section 4.10), or (b)
issue or sell Equity Interests of any of its Restricted Subsidiaries, that, in
the case of either clause (a) or (b) above, whether in a single transaction or a
series of related transactions, (i) have a fair market value in excess of $1.0
million, or (ii) result in Net Proceeds in excess of $1.0 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 $5.0 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 filed with the
Trustee); provided, however, that the amount of (A) any liabilities (as shown on
the Company's or such Restricted Subsidiary's most recent balance sheet or in
the notes thereto) of the Company or such Restricted Subsidiary (other than
liabilities that are by their terms subordinated to the Notes or any Subsidiary
Guarantee) that are assumed by the transferee of any such assets and (B) any
notes or other obligations received by the Company or such Restricted Subsidiary
from such transferee that are immediately converted by the Company or such
Restricted Subsidiary into cash (to the extent of the cash received) or Cash
Equivalents, shall be deemed to be cash for purposes of this provision; and
provided, further, that the 75% limitation referred to in the foregoing clause
(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


                                       33
<PAGE>

the after-tax proceeds would have been had such Asset Sale complied with the
aforementioned 75% limitation. 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 (a) to
permanently reduce Senior Debt, or (b) 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 or a similar line of
business as the Company or any of its Restricted Subsidiaries was engaged in on
the date of this 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 this 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 $5.0 million, the Company shall make
an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum
principal amount of Notes 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 this Indenture. To the extent that
the aggregate amount of 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
surrendered by Holders thereof exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes 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.

           An Asset Sale Offer shall be made pursuant to the provisions of
Section 3.09 hereof. No later than the date which is five Business Days after
the date on which the aggregate amount of Excess Proceeds exceeds $5 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
Securities. 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").

SECTION 4.11.   TRANSACTIONS WITH AFFILIATES.

           The Company will not, and will not permit any of its Restricted
Subsidiaries to, sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
any contract, agreement, understanding, loan, advance or guarantee with, or for
the benefit of, any Affiliate (each of the foregoing, an "Affiliate
Transaction"), unless (a) such Affiliate Transaction is on terms that are no
less favorable to the Company or the relevant Restricted Subsidiary than those
that would have been obtained in a comparable transaction by the Company or such
Restricted Subsidiary with a non-Affiliated Person and (b) the Company delivers
to the Trustee (i) with respect to any Affiliate Transaction involving aggregate
payments in excess of $1.0 million, a resolution of the Board of Directors set
forth in an Officers' Certificate certifying that such Affiliate Transaction
complies with clause (a)


                                       34
<PAGE>

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 $5.0 million, an
opinion as to the fairness to the Company or such Restricted Subsidiary from a
financial point of view issued by an investment banking firm of national
standing; provided, however, that (A) 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, (B) transactions between or among the Company and/or its Restricted
Subsidiaries, (C) transactions permitted by the provisions of Section 4.07
hereof and (D) the grant of stock, stock options or other equity interests to
employees and directors of the Company in accordance with duly adopted Company
stock grant, stock option and similar plans, in each case, shall not be deemed
Affiliate Transactions; and further provided that (1) the provisions of clause
(b) shall not apply to sales of inventory by the Company or any Restricted
Subsidiary to any Affiliate in the ordinary course of business and (2) the
provisions of clause (b)(ii) 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 Section 4.09
hereof.

SECTION 4.12.   LIENS.

           The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, 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.

SECTION 4.13.   ADDITIONAL SUBSIDIARY GUARANTEES.

           If any entity (other than an Excluded Restricted Subsidiary) shall
become a Restricted Subsidiary after the date of this Indenture, then such
Restricted Subsidiary shall execute a Subsidiary Guarantee and deliver an
opinion of counsel with respect thereto, in accordance with the terms of this
Indenture.

           No Restricted Subsidiary shall consolidate with or merge with or into
(whether or not such Restricted Subsidiary is the surviving Person), another
Person (other than the Company) whether or not affiliated with such Restricted
Subsidiary unless (a) subject to the provisions of the following paragraph, the
Person formed by or surviving any such consolidation or merger (if other than
such Restricted Subsidiary) assumes all the obligations of such Restricted
Subsidiary under its Subsidiary Guarantee, if any, pursuant to a supplemental
indenture in form and substance reasonably satisfactory to the Trustee; (b)
immediately after giving effect to such transaction, no Default or Event of
Default exists; and (c) such Restricted Subsidiary, or any Person formed by or
surviving any such consolidation or merger, would be permitted to incur,
immediately after giving effect to such transaction, at least $1.00 of
additional Indebtedness pursuant to Section 4.09 hereof.

                                       35
<PAGE>

           In the event of (a) a sale or other disposition of all of the assets
of any Guarantor by way of merger, consolidation or otherwise, (b) a sale or
other disposition of all of the capital stock of any Guarantor, or (c) the
designation of a Guarantor as an Unrestricted Subsidiary in accordance with the
terms of Section 4.17, then such Guarantor (in the event of a sale or other
disposition, by way of such a merger, consolidation or otherwise, of all of the
capital stock of such Guarantor, or in the event of the designation of such
Guarantor as an Unrestricted Subsidiary) or the corporation acquiring the
property (in the event of a sale or other disposition of all of the assets of
such Guarantor) shall 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 this
Indenture.

SECTION 4.14.   OFFER TO PURCHASE UPON CHANGE OF CONTROL.

           Upon the occurrence of a Change of Control, each Holder of Notes will
have the right to require the Company to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the
offer described below (the "Change of Control Offer") at an offer price in cash
equal to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest, if any, to but excluding the date of purchase (the "Change of Control
Payment"). Within 30 calendar days following any Change of Control, the Company
will mail a notice to each Holder stating:

                           (a) that the Change of Control Offer is being made
      pursuant to this Section 4.14 and that all Notes tendered will be accepted
      for payment;

                           (b) the purchase price and the purchase date, which
      will 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");

                           (c) that any Note not tendered will continue to
      accrue interest;

                           (d) 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 will cease to accrue interest on and after
      the Change of Control Payment Date;

                           (e) that Holders electing to have any Notes purchased
      pursuant to a Change of Control Offer will 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;

                           (f) 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, a telegram, telex, 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 his election to
      have such Notes purchased; and

                                       36
<PAGE>

                           (g) 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 $1,000 in principal amount or an integral multiple
      thereof.

The Company will 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.

           On the Change of Control Payment Date, the Company will, to the
extent lawful, (a) accept for payment Notes or portions thereof tendered
pursuant to the Change of Control Offer, (b) 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 (c) 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 will
promptly mail to each Holder of Notes so accepted the Change of Control Payment
for such Notes, and the Trustee will 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 will be in a
principal amount of $1,000 or an integral multiple thereof. Prior to complying
with the provisions of this Section 4.14, but in any event within 90 calendar
days following a Change of Control, the Company shall either repay all
outstanding Senior Debt or obtain the requisite consents, if any, under all
agreements governing outstanding Senior Debt to permit the repurchase of Notes
required by this Section 4.14. The Company shall publicly announce in The Wall
Street Journal, or if no longer published, a national newspaper of general
circulation the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

SECTION 4.15.   CORPORATE EXISTENCE.

           Subject to Article 5 and Article 11 hereof, as the case may be, the
Company and each of the Restricted Subsidiaries shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its corporate
existence, and the corporate, partnership or other existence of each of their
Subsidiaries, in accordance with the respective organizational documents (as the
same may be amended from time to time) of the Company, any such Restricted
Subsidiary or any such Subsidiary, as the case may be, and (ii) the rights
(charter and statutory), licenses and franchises of the Company, the Restricted
Subsidiaries and their respective Subsidiaries; provided, however, that the
Company and the Restricted Subsidiaries shall not be required to preserve any
such right, license or franchise, or the corporate, partnership or other
existence of any of their respective Subsidiaries, if an officer of the Company
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company, the Restricted Subsidiaries and their
Subsidiaries, taken as a whole and that the loss thereof is not adverse in any
material respect to the Holders of the Notes.

SECTION 4.16.   CERTAIN SENIOR SUBORDINATED DEBT.

           Notwithstanding the provisions of Section 4.09 hereof, (a) the
Company shall not incur any Indebtedness that is subordinated or junior in right
of payment to any Senior Debt of the 


                                       37
<PAGE>

Company and senior in any respect in right of payment to the Notes, and (b)
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.

SECTION 4.17.   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: (i) neither the Company nor any Restricted
Subsidiary is directly or indirectly liable for any Indebtedness of such
Subsidiary; (ii) 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; (iii) 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 4.07 hereof; (iv) 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 (v) 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 4.07 hereof. Notwithstanding the
foregoing, the Company may not designate as an Unrestricted Subsidiary any
Subsidiary which, on the date of this Indenture, is 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.

           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 (i) such Indebtedness is permitted under Section 4.09 hereof and
(ii) no Default or Event of Default would occur as a result of such designation.

SECTION 4.18.   LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.

           The Company shall not, and shall not permit any Restricted Subsidiary
to, enter into any Sale and Leaseback Transaction unless (a) 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 (b) the Company or such Restricted Subsidiary could incur the
Attributable Indebtedness in respect of such Sale and Leaseback Transaction in
compliance with Section 4.09 hereof.


                                       38
<PAGE>

                                   ARTICLE 5
                                   SUCCESSORS

SECTION 5.01.   MERGER, CONSOLIDATION, OR SALE OF ASSETS.

           The Company shall not consolidate or merge with or into (whether or
not the Company is the surviving corporation), or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its properties or
assets in one or more related transactions, to another Person unless (a) the
Company is the surviving corporation or the entity or the Person formed by or
surviving any such consolidation or merger (if other than the Company) or to
which such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made is a corporation organized or existing under the laws of
the United States, any state thereof or the District of Columbia; (b) the Person
formed by or surviving any such consolidation or merger (if other than the
Company) or the Person to which such sale, assignment, transfer, lease,
conveyance or other disposition shall have been made assumes all the obligations
of the Company under the Notes and this Indenture pursuant to a supplemental
indenture in a form reasonably satisfactory to the Trustee; (c) immediately
after such transaction no Default or Event of Default exists; and (d) the
Company or any Person formed by or surviving any such consolidation or merger,
or to which such sale, assignment, transfer, lease, conveyance or other
disposition shall have been made will, at the time of such transaction and after
giving pro forma effect thereto, be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the first paragraph of Section 4.09 hereof.

SECTION 5.02.   SUCCESSOR CORPORATION SUBSTITUTED.

           Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company or the Company and its Subsidiaries on a consolidated basis in
accordance with Section 5.01 hereof, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale of all of
the Company's assets that meets the requirements of Section 5.01 hereof.


                                       39
<PAGE>

                                   ARTICLE 6
                           CERTAIN DEFAULT PROVISIONS

SECTION 6.01.   EVENTS OF DEFAULT.

           An "Event of Default" occurs if:

                           (a) the Company and the Guarantors default in the
      payment of interest on the Notes (whether or not prohibited by the
      subordination provisions of Article 10 or Article 11 hereof, as the case
      may be) when the same becomes due and payable and such default continues
      for a period of 30 days;

                           (b) the Company and the Guarantors default in the
      payment of principal of or premium, if any, on the Notes (whether or not
      prohibited by the subordination provisions of Article 10 or Article 11
      hereof, as the case may be) when the same becomes due and payable at
      maturity, upon redemption (including in connection with an offer to
      purchase) or otherwise;

                           (c) the Company fails to comply with the provisions
      of Section 4.14 hereof;

                           (d) the Company or the Guarantors fail to comply with
      any of their other respective agreements or covenants in, or provisions
      of, the Notes, the Subsidiary Guarantees or this Indenture and the Default
      continues for the period and after the notice specified below;

                           (e) a default occurs under any mortgage, indenture or
      instrument under which there may be issued or by which there may be
      secured or evidenced any Indebtedness for money borrowed by the Company or
      any 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 now exists or shall be created hereafter if (i)
      such default results in the acceleration of such Indebtedness prior to its
      express maturity or shall constitute a default in the payment of such
      Indebtedness at final maturity of such Indebtedness and (ii) the principal
      amount of such Indebtedness that has been accelerated or not paid at
      maturity, together with the principal amount of any other Indebtedness
      that has been accelerated or not paid at maturity, exceeds $5.0 million;

                           (f) a final judgment or final judgments for the
      payment of money are entered by a court or courts of competent
      jurisdiction against the Company or any of its Restricted Subsidiaries and
      such judgments remain unpaid, undischarged or unstayed for a period of 60
      days, provided that the aggregate of all such unpaid, undischarged or
      unstayed judgments exceeds $5.0 million;

                           (g) except as otherwise permitted hereunder, any
      Subsidiary Guarantee issued by a Guarantor 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 Guarantor (or its successors or
      assigns), or any Person acting on behalf of any Guarantor (or its
      successors or


                                       40
<PAGE>

      assigns), shall deny or disaffirm its obligations in writing under its
      Subsidiary Guarantee;

                           (h) the Company or any of its Restricted Subsidiaries
      that is a Significant Subsidiary:

                                (i) commences a voluntary case,

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

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

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

                                (v) admits in writing its inability generally to
           pay its debts as the same
           become due,

           in each case, pursuant to or within the meaning of any Bankruptcy 
           Law; or

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

                                (i) is for relief against the Company or any
           Restricted Subsidiary that is a Significant Subsidiary of the Company
           in an involuntary case,

                                (ii) appoints a Custodian of the Company or any
           Restricted Subsidiary that is a Significant Subsidiary of the Company
           or for all or substantially all of the property of the Company or any
           Restricted Subsidiary that is a Significant Subsidiary of the
           Company, or

                                (iii) orders the liquidation of the Company or
           any Restricted Subsidiary that is a Significant Subsidiary of the
           Company,

      and such order or decree remains unstayed and in effect for 60 consecutive
      days.

           A Default under clause (d) is not an Event of Default until the
Trustee notifies the Company, or the Holders of at least 25% in principal amount
of the then outstanding Notes notify the Company and the Trustee, of the Default
and the Company does not cure the Default within 60 days after receipt of the
notice. The notice must specify the Default, demand that it be remedied and
state that the notice is a "Notice of Default."

           In the case of any Event of Default pursuant to the provisions of
this Section 6.01 occurring by reason of any willful action (or inaction) taken
(or not taken) by or on behalf of the Company with the intention of avoiding
payment of the premium that the Company would


                                       41
<PAGE>

have had to pay if the Company then had elected to redeem the Notes pursuant to
Section 3.07 hereof, an equivalent premium shall also become and be immediately
due and payable to the extent permitted by law upon acceleration of the Notes as
provided below, anything in this Indenture or in the Notes to the contrary
notwithstanding. If an Event of Default occurs prior to October 1, 2004 by
reason of any willful action (or inaction) taken (or not taken) by or on behalf
of the Company with the intention of avoiding the prohibition on redemption of
the Notes prior to October 1, 2004 pursuant to Section 3.07 hereof, then the
premium payable for purposes of this paragraph for each of the years beginning
on October 1 of the years set forth below shall be as set forth in the following
table expressed as a percentage of the amount that would otherwise be due but
for the provisions of this sentence, plus accrued interest, if any, to the date
of payment:

                           Year                                      Percentage
                           ----                                      ----------

                           1996......................................  110.13%
                           1997......................................  109.11%
                           1998......................................  108.10%
                           1999......................................  107.09%
                           2000......................................  106.08%
                           2001......................................  150.06%
                           2002......................................  103.38%
                           2003......................................  101.69%
                           2004......................................  100.00%

SECTION 6.02.   ACCELERATION.

           If an Event of Default (other than an Event of Default specified in
clauses (h)(i) through (h)(iv) and (i) of Section 6.01 hereof relating to the
Company or any Significant Subsidiary) occurs and is continuing, the Trustee by
notice to the Company, or the Holders of at least 25% in principal amount of the
then outstanding Notes by notice to the Company and the Trustee may declare the
unpaid principal of and any accrued interest on all the Notes to be due and
payable. Upon such declaration the principal and interest shall be due and
payable immediately (together with the premium referred to in Section 6.01
hereof, if applicable); 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, and (2) the date of acceleration of the
Indebtedness under the Credit Agreement. If an Event of Default specified in
clauses (h)(i) through (h)(iv) or (i) of Section 6.01 hereof relating to the
Company or any Significant Subsidiary occurs, such an amount shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder. 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 6.01(e) hereof, the declaration of acceleration of the Notes shall be
automatically annulled if the holders of any Indebtedness described in Section
6.01(e) have rescinded the declaration of acceleration in respect of such
Indebtedness within 30 days of the date of such declaration and if (a) the

                                       42
<PAGE>

annulment of the acceleration of the Notes would not conflict with any judgment
or decree of a competent jurisdiction, and (b) all existing Events of Default,
except non-payment of principal or interest on the Notes that became due solely
because of the acceleration of the Notes, have been cured or waived.

SECTION 6.03.   OTHER REMEDIES.

           If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal, premium, if
any, and interest on the Notes or to enforce the performance of any provision of
the Notes or this Indenture.

           The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 6.04.   WAIVER OF PAST DEFAULTS.

           Holders of not less than a majority in aggregate principal amount of
the Notes then outstanding by notice to the Trustee may on behalf of the Holders
of all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium, if any, or interest on, the Notes
(including in connection with an offer to purchase) (provided, however, that the
Holders of a majority in aggregate principal amount of the then outstanding
Notes may rescind an acceleration and its consequences, including any related
payment default that resulted from such acceleration). Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.

SECTION 6.05.   CONTROL BY MAJORITY.

           Holders of a majority in principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability.

SECTION 6.06.   LIMITATION ON SUITS.

           A Holder of a Note may pursue a remedy with respect to this Indenture
or the Notes if, and only if:

                                       43
<PAGE>


                           (a) the Holder of a Note gives to the Trustee written
      notice of a continuing Event of Default or the Trustee receives such
      notice from the Company;

                           (b) the Holders of at least 25% in principal amount
      of the then outstanding Notes make a written request to the Trustee to
      pursue the remedy;

                           (c) such Holder of a Note or Holders of Notes offer
      and, if requested, provide to the Trustee indemnity satisfactory to the
      Trustee against any loss, liability or expense;

                           (d) the Trustee does not comply with the request
      within 60 days after receipt of the request and the offer and, if
      requested, the provision of indemnity; and

                           (e) during such 60-day period the Holders of a
      majority in principal amount of the then outstanding Notes do not give the
      Trustee a direction inconsistent with the request.

A Holder of a Note may not use this Indenture to prejudice the rights of another
Holder of a Note or to obtain a preference or priority over another Holder of a
Note. Nothing contained in this Section 6.06 shall affect the right of a Holder
of a Note to sue for enforcement of any overdue payment thereon.

SECTION 6.07.   RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

           Subject to Articles 10 and 11 hereof, notwithstanding any other
provision of this Indenture, the right of any Holder of a Note to receive
payment of principal of, premium, if any, and interest on the Note, on or after
the respective due dates expressed in the Note (including in connection with a
Purchase Offer), or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the
consent of such Holder.

SECTION 6.08.   COLLECTION SUIT BY TRUSTEE.

           If an Event of Default specified in Section 6.01(a) or (b) hereof
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Company for the whole
amount of principal of, premium, if any, and interest remaining unpaid on the
Notes and interest on overdue principal and, to the extent lawful, interest and
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

SECTION 6.09.   TRUSTEE MAY FILE PROOFS OF CLAIM.

           The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes, including the Guarantors), its creditors
or its


                                       44
<PAGE>

property and shall be entitled and empowered to collect, receive and distribute
any money or other property payable or deliverable on any such claims and any
custodian in any such judicial proceeding is hereby authorized by each Holder to
make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof. To the extent that the
payment of any such compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a Lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.

SECTION 6.10.   PRIORITIES.

           If the Trustee collects any money pursuant to this Article, it shall
pay out the money in the following order:

                           First: to the Trustee, its agents and attorneys for
      amounts due under Section 7.07 hereof, including payment of all
      compensation, expense and liabilities incurred, and all advances made, by
      the Trustee and the costs and expenses of collection;

                           Second: to the holders of Senior Debt of the Company
      or the Restricted Subsidiaries, as the case may be, to the extent required
      by Article 10 or Article 11 hereof, as applicable;

                           Third: to Holders of Notes for amounts due and unpaid
      on the Notes for principal, premium, if any, and interest, ratably,
      without preference or priority of any kind, according to the amounts due
      and payable on the Notes for principal, premium, if any, and interest,
      respectively; and

                           Fourth: to the Company or to such party as a court of
      competent jurisdiction shall direct.

           The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

SECTION 6.11.   UNDERTAKING FOR COSTS.

           In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its


                                       45
<PAGE>

discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07
hereof, or a suit by Holders of more than 10% in principal amount of the then
outstanding Notes.


                                   ARTICLE 7
                                    TRUSTEE

SECTION 7.01.   DUTIES OF TRUSTEE.

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

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

                           (i) the duties of the Trustee shall be determined
      solely by the express provisions of this Indenture and the Trustee need
      perform only those duties that are specifically set forth in this
      Indenture and no others, and no implied covenants or obligations shall be
      read into this Indenture against the Trustee; and

                           (ii) in the absence of bad faith on its part, the
      Trustee may conclusively rely, as to the truth of the statements and the
      correctness of the opinions expressed therein, upon certificates or
      opinions furnished to the Trustee and conforming to the requirements of
      this Indenture. However, the Trustee shall examine the certificates and
      opinions to determine whether or not they conform to the requirements of
      this Indenture.

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

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

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

                           (iii)the Trustee shall not be liable with respect to
      any action it takes or omits to take in good faith in accordance with a
      direction received by it pursuant to Section 6.05 hereof.

           (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section.

                                       46
<PAGE>


           (e) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee shall be under
no obligation to exercise any of its rights and powers under this Indenture at
the request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

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

           (g) Except with respect to Sections 4.01 and 4.04 herein, the Trustee
shall have no duty to inquire as to the performance of the Company's covenants
in Article 4 hereof. In addition, the Trustee shall not be deemed to have
knowledge of any Default or Event of Default except (i) any Event of Default
occurring pursuant to Sections 6.01(a), 6.01(b), 4.01 and 4.04 herein or (ii)
any Default or Event of Default of which the Trustee shall have received written
notification or obtained actual knowledge.

SECTION 7.02.   RIGHTS OF TRUSTEE.

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

           (b) Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

           (c) The Trustee may act through its attorneys and agents and shall
not be responsible for the misconduct or negligence of any agent appointed with
due care.

           (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

           (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

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

                                       47
<PAGE>


SECTION 7.03.   INDIVIDUAL RIGHTS OF TRUSTEE.

           The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company, any
Restricted Subsidiary or any Affiliate of the Company or any Restricted
Subsidiary with the same rights it would have if it were not Trustee. However,
in the event that the Trustee acquires any conflicting interest it must
eliminate such conflict within 90 days, apply to the SEC for permission to
continue as trustee or resign. Any Agent may do the same with like rights and
duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

SECTION 7.04.   TRUSTEE'S DISCLAIMER.

           The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

SECTION 7.05.   NOTICE OF DEFAULTS.

           If a Default or Event of Default occurs and is continuing and if it
is known to the Trustee, the Trustee shall mail to the Holders of the Notes a
notice of the Default or Event of Default within 90 days after it occurs. Except
in the case of a Default or Event of Default in payment of principal of,
premium, if any, or interest on any Note, the Trustee may withhold the notice if
and so long as a committee of its Responsible Officers in good faith determines
that withholding the notice is in the interests of the Holders of the Notes.

SECTION 7.06.   REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

           Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA S 313(a) (but if no event described in TIA
S 313(a) has occurred within the twelve months preceding the reporting date, no
report need be transmitted). The Trustee also shall comply with TIA S 313(b)(2).
The Trustee shall also transmit by mail all reports as required by TIA S 313(c).

           A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and filed with the SEC and each stock
exchange on which the Notes are listed in accordance with TIA S 313(d). The
Company shall promptly notify the Trustee when the Notes are listed on any stock
exchange.

                                       48
<PAGE>

SECTION 7.07.   COMPENSATION AND INDEMNITY.

           The Company and the Restricted Subsidiaries shall pay to the Trustee
from time to time reasonable compensation for its acceptance of this Indenture
and services hereunder. The Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Company and the
Restricted Subsidiaries shall reimburse the Trustee promptly upon request for
all reasonable disbursements, advances and expenses incurred or made by it in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee's agents and
counsel.

           The Company and the Restricted Subsidiaries shall indemnify the
Trustee against any and all losses, liabilities or expenses incurred by it
arising out of or in connection with the acceptance or administration of its
duties under this Indenture, including the costs and expenses of enforcing this
Indenture against the Company and the Restricted Subsidiaries (including this
Section 7.07), and defending itself against any claim (whether asserted by the
Company, any Restricted Subsidiary or any Holder or any other person) or
liability in connection with the exercise or performance of any of its powers or
duties hereunder, except to the extent any such loss, liability or expense may
be attributable to its negligence or bad faith. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company and the
Restricted Subsidiaries of their obligations hereunder. The Company and the
Restricted Subsidiaries shall defend the claim and the Trustee shall cooperate
in the defense. The Trustee may have separate counsel and the Company and the
Restricted Subsidiaries shall pay the reasonable fees and expenses of such
counsel. The Company and the Restricted Subsidiaries need not pay for any
settlement made without their consent, which consent shall not be unreasonably
withheld.

           The obligations of the Company and the Restricted Subsidiaries under
this Section 7.07 shall survive the satisfaction and discharge of this
Indenture.

           To secure the Company's and the Restricted Subsidiaries' payment
obligations in this Section, the Trustee shall have a Lien prior to the Notes on
all money or property held or collected by the Trustee, except that held in
trust to pay principal and interest on particular Notes. Such Lien shall survive
the satisfaction and discharge of this Indenture.

           When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(h) or (i) hereof occurs, the expenses and
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

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

                                       49
<PAGE>


SECTION 7.08.   REPLACEMENT OF TRUSTEE.

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

           The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of Notes of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
remove the Trustee if:

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

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

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

                           (d) the Trustee becomes incapable of acting.

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

           If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, any
Restricted Subsidiary, or the Holders of Notes of at least 10% in principal
amount of the then outstanding Notes may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

           If the Trustee, after written request by any Holder of a Note who has
been a Holder of a Note for at least six months, fails to comply with Section
7.10 hereof, such Holder of a Note may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

           A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Notes. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, provided all sums
owing to the Trustee hereunder have been paid and subject to the Lien provided
for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.08, the Company's and the Restricted Subsidiaries' obligations
under Section 7.07 hereof shall continue for the benefit of the retiring
Trustee.

                                       50
<PAGE>


SECTION 7.09.   SUCCESSOR TRUSTEE BY MERGER, ETC.

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

SECTION 7.10.   ELIGIBILITY; DISQUALIFICATION.

           There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $50 million
as set forth in its most recent published annual report of condition.

           This Indenture shall always have a Trustee who satisfies the
requirements of TIA S 310(a)(1), (2) and (5). The Trustee is subject to TIA S
310(b).

SECTION 7.11.   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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


                                   ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.   OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

           The Company may, at the option of its Board of Directors evidenced by
a resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article Eight.

SECTION 8.02.   LEGAL DEFEASANCE AND DISCHARGE.

           Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, each of the Company and the Guarantors, if any,
shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be deemed to have been discharged from its obligations with respect to
all outstanding Notes and Subsidiary Guarantees on the date the conditions set
forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose,
Legal Defeasance means that the Company shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes, which
shall thereafter be deemed to be "outstanding" only for the purposes of Section
8.05 hereof and the other Sections of this Indenture referred to in (a) and (b)
below, and to have satisfied all its other obligations under such Notes and this
Indenture (and the Trustee, on demand of and at the expense of the


                                       51
<PAGE>

Company, shall execute proper instruments acknowledging the same), except for
the following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Notes to receive
solely from the trust fund described in Section 8.04 hereof, and as more fully
set forth in such Section, payments in respect of the principal of, premium, if
any, and interest on such Notes when such payments are due, (b) the Company's
and Guarantors' obligations with respect to such Notes under Article 2 and
Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of
the Trustee hereunder and the Company's and the Guarantors' obligations in
connection therewith and (d) this Article Eight. Subject to compliance with this
Article Eight, the Company may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03 hereof.

SECTION 8.03.   COVENANT DEFEASANCE.

           Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, each of the Company and the Guarantors, if any,
shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be released from its obligations under the covenants contained in
Sections 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17
and Article V hereof with respect to the outstanding Notes and Subsidiary
Guarantees on and after the date the conditions set forth below are satisfied
(hereinafter, "Covenant Defeasance"), and the Notes shall thereafter be deemed
not "outstanding" for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.01 hereof, but, except as specified
above, the remainder of this Indenture, such Notes and the Subsidiary
Guarantees, if any, shall be unaffected thereby. In addition, upon the Company's
exercise under Section 8.01 hereof of the option applicable to this Section 8.03
hereof, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, Sections 6.01(c) through 6.01(f) and Section 6.01(h) and 6.01(i) hereof
shall not constitute Events of Default.

SECTION 8.04.   CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

      The following shall be the conditions to the application of either Section
8.02 or 8.03 hereof to the outstanding Notes:

           In order to exercise either Legal Defeasance or Covenant Defeasance:

                           (a) the Company must irrevocably deposit with the
      Trustee, in trust, for the benefit of the Holders, cash in United States
      dollars, non-callable Government Securities, or a combination thereof, in
      such amounts as will be sufficient, in the opinion of a nationally

                                       52
<PAGE>

      recognized firm of independent public accountants, to pay the principal
      of, premium, if any, and interest on the outstanding Notes on the stated
      date for payment thereof or on the applicable redemption date, as the case
      may be, of such principal or installment of principal of, premium, if any,
      or interest on the outstanding Notes;

                           (b) in the case of an election under Section 8.02
      hereof, the Company shall have delivered to the Trustee an Opinion of
      Counsel in the United States (which counsel may be an employee of the
      Company or any Subsidiary of the Company) reasonably acceptable to the
      Trustee confirming that (A) the Company has received from, or there has
      been published by, the Internal Revenue Service a ruling or (B) since the
      Issuance Date, there has been a change in the applicable federal income
      tax law, in either case to the effect that, and based thereon such Opinion
      of Counsel shall confirm that, the Holders of the outstanding Notes will
      not recognize income, gain or loss for federal income tax purposes as a
      result of such Legal Defeasance and will be subject to federal income tax
      on the same amounts, in the same manner and at the same times as would
      have been the case if such Legal Defeasance had not occurred;

                           (c) in the case of an election under Section 8.03
      hereof, the Company shall have delivered to the Trustee an Opinion of
      Counsel in the United States (which counsel may be an employee of the
      Company or any Subsidiary of the Company) reasonably acceptable to the
      Trustee confirming that the Holders of the outstanding Notes will not
      recognize income, gain or loss for federal income tax purposes as a result
      of such Covenant Defeasance and will be subject to federal income tax on
      the same amounts, in the same manner and at the same times as would have
      been the case if such Covenant Defeasance had not occurred;

                           (d) no Default or Event of Default shall have
      occurred and be continuing on the date of such deposit or, insofar as
      Sections 6.01(h) and 6.01(i) hereof are concerned, at any time in the
      period ending on the 91st day after the date of deposit (or greater period
      of time in which any such deposit of trust funds may remain subject to
      Bankruptcy Law insofar as those apply to the deposit by the Company);

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

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

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

                                       53
<PAGE>

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

SECTION 8.05.   DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
                OTHER MISCELLANEOUS PROVISIONS.

           Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law.

           The Company and the Guarantors shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the cash or
non-callable Government Securities deposited pursuant to Section 8.04 hereof or
the principal and interest received in respect thereof other than any such tax,
fee or other charge which by law is for the account of the Holders of the
outstanding Notes.

           Anything in this Article Eight to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or non-callable Government Securities held by it as
provided in Section 8.04 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

SECTION 8.06.   REPAYMENT TO COMPANY.

           Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of, premium, if
any, or interest, if any, on any Note and remaining unclaimed for two years
after such principal, and premium, if any, or interest, if any, have become due
and payable shall be paid to the Company on its request or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Note shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in The New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or


                                       54
<PAGE>

publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

SECTION 8.07.   REINSTATEMENT.

           If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02
or 8.03 hereof, as the case may be, by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's and the Restricted Subsidiaries'
obligations under this Indenture, the Notes and the Subsidiary Guarantees shall
be revived and reinstated as though no deposit had occurred pursuant to Section
8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the
case may be; provided, however, that, if the Company and the Restricted
Subsidiaries make any payment of principal of, premium, if any, or interest, if
any, on any Note following the reinstatement of its obligations, the Company and
the Restricted Subsidiaries shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money held by the Trustee or Paying
Agent.


                                   ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.   WITHOUT CONSENT OF HOLDERS OF NOTES.

           Notwithstanding Section 9.02 of this Indenture, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture or the Notes
without the consent of any Holder of a Note:

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

                           (b) to provide for uncertificated Notes in addition
      to or in place of certificated Notes;

                           (c) to provide for the assumption of the Company's or
      any Guarantor's obligations to the Holders of the Notes in the case of a
      merger or consolidation pursuant to Article Five or Article 11 hereof, as
      the case may be;

                           (d) to make any change that would provide any
      additional rights or benefits to the Holders of the Notes (including
      providing for additional Subsidiary Guarantees pursuant to Section 4.13
      hereof) or that does not materially adversely affect the legal rights
      hereunder of any Holder of the Note; or

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

                                       55
<PAGE>

           Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Company and the Guarantors in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental Indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.02.   WITH CONSENT OF HOLDERS OF NOTES.

           Except as provided below in this Section 9.02, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture or the Notes
with the consent of the Holders of at least a majority in principal amount of
the Notes then outstanding (including consents obtained in connection with a
tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and
6.07 hereof, any existing Default or Event of Default (other than a Default or
Event of Default in the payment of the principal of, premium, if any, or
interest on the Notes, except a payment default resulting from an acceleration
that has been rescinded) or compliance with any provision of this Indenture or
the Notes may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Notes (including consents obtained in
connection with a tender offer or exchange offer for the Notes).

           Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence reasonably
satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid,
and upon receipt by the Trustee of the documents described in Section 7.02
hereof, the Trustee shall join with the Company and the Guarantors in the
execution of such amended or supplemental Indenture unless such amended or
supplemental Indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such amended or
supplemental Indenture.

           It shall not be necessary for the consent of the Holders of Notes
under this Section 9.02 to approve the particular form of any proposed amendment
or waiver, but it shall be sufficient if such consent approves the substance
thereof.

           After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding may waive
compliance in a particular instance by the Company or any Guarantor with any
provision of this Indenture, the Note or the Subsidiary Guarantees. However,
without the consent of each Holder affected, an amendment or waiver may not
(with respect to any Notes held by a non-consenting Holder):

                                       56
<PAGE>

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

                           (b) reduce the principal of or change the fixed
      maturity of any Note or alter any of the provisions with respect to the
      redemption of the Notes in a manner adverse to the Holders of the Notes;

                           (c) reduce the rate of or change the time for payment
      of interest, including default interest, on any Note;

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

                           (e) make any Note payable in money other than that
      stated in the Notes;

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

                           (g) waive a redemption payment with respect to any
      Note (other than a payment required by Section 4.10 or Section 4.14
      hereof);

                           (h) except pursuant to Article 4, Article 8 and
      Article 11 hereof, release any Guarantor from its obligations under its
      Subsidiary Guarantee, or change any Subsidiary Guarantee in any manner
      that would materially adversely affect the Holders; or

                           (i) make any change in Section 6.04 or 6.07 hereof or
      in the foregoing amendment and waiver provisions.

SECTION 9.03.   COMPLIANCE WITH TRUST INDENTURE ACT.

           Every amendment or supplement to this Indenture or the Notes shall be
set forth in a amended or supplemental Indenture that complies with the TIA as
then in effect.

SECTION 9.04.   REVOCATION AND EFFECT OF CONSENTS.

           Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.


                                       57
<PAGE>

SECTION 9.05.   NOTATION ON OR EXCHANGE OF NOTES.

           The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall authenticate new Notes
(accompanied by a notation of the Subsidiary Guarantees duly endorsed by the
Restricted Subsidiaries) that reflect the amendment, supplement or waiver.

           Failure to make the appropriate notation or issue a new Note shall
not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.06.   TRUSTEE TO SIGN AMENDMENTS, ETC.

           The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article Nine if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company and the Guarantors may not sign an amendment or supplemental
Indenture until the Board of Directors of the Company and each of the Guarantors
approves it. In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, an Officer's Certificate and an Opinion of Counsel
stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture.


                                   ARTICLE 10
                                 SUBORDINATION

SECTION 10.01.  AGREEMENT TO SUBORDINATE.

           The Company, the Trustee and each Holder by accepting a Note agrees,
that the indebtedness and obligations evidenced by the Note are subordinated in
right of payment, to the extent and in the manner provided in this Article, to
the prior payment in full, in cash, of all Obligations with respect to Senior
Debt of the Company (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Debt of the Company.

SECTION 10.02.  LIQUIDATION; DISSOLUTION; BANKRUPTCY.

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

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


                                       58
<PAGE>

      proceeding) before Holders shall be entitled to receive any payment or
      distribution from the Company with respect to the Notes; and

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

SECTION 10.03.  DEFAULT ON DESIGNATED SENIOR DEBT.

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

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

                           (ii) a default (other than a Payment Default) or any
      event that, after notice or passage of time would become a default (a
      "Non-Monetary Default"), on Senior Debt of the Company occurs and is
      continuing that then permits holders of the Senior Debt of the Company to
      accelerate its maturity and the Trustee receives a notice of the default
      (a "Payment Blockage Notice") from a Person who may give it pursuant to
      Section 10.11 hereof. Any number of such Payment Blockage Notices may be
      given, provided, however, that (i) not more than one Payment Blockage
      Notice may be commenced during any period of 360 consecutive days and (ii)
      any Non-Monetary Default that existed or was continuing on the date of
      delivery of any such notice to the Trustee (to the extent the holder of
      Designated Senior Debt, or such trustee or agent, giving such Payment
      Blockage Notice had knowledge of the same) shall not be the basis for a
      subsequent Payment Blockage Notice, unless such default has been cured or
      waived for a period of not less than 90 days.

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

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

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

if this Article 10 otherwise permits the payment, distribution or acquisition at
the time thereof.

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<PAGE>

SECTION 10.04.  ACCELERATION OF NOTES.

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

SECTION 10.05.  WHEN DISTRIBUTION MUST BE PAID OVER.

           In the event that the Trustee or any Holder receives from the Company
any payment of any Obligations with respect to the Notes at a time when the
Trustee or such Holder, as applicable, has actual knowledge that such payment is
prohibited by Section 10.02 or 10.03 hereof, such payment shall be held by the
Trustee or such Holder in trust for the benefit of, and shall be paid forthwith
over and delivered upon written request to, the holders of Senior Debt of the
Company, as their interests may appear, or their Representative under the
indenture or other agreement (if any) pursuant to which Senior Debt of the
Company may have been issued, as their respective interests may appear, for
application to the payment of all Obligations with respect to Senior Debt of the
Company remaining unpaid to the extent necessary to pay such Obligations in full
in accordance with their terms, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Debt of the Company.

           With respect to the holders of Senior Debt of the Company, the
Trustee undertakes to perform only such obligations on the part of the Trustee
as are specifically set forth in this Article 10, and no implied covenants or
obligations with respect to the holders of Senior Debt of the Company shall be
read into this Indenture against the Trustee. The Trustee shall not be deemed to
owe any fiduciary duty to the holders of Senior Debt of the Company, and shall
not be liable to any such holders if the Trustee shall pay over or distribute to
or on behalf of Holders or the Company or any other Person money or assets to
which any holders of Senior Debt of the Company shall be entitled by virtue of
this Article 10, except if such payment is made as a result of the willful
misconduct or gross negligence of the Trustee.

SECTION 10.06.  NOTICE BY COMPANY.

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

SECTION 10.07.  SUBROGATION.

           After all Obligations with respect to Senior Debt of the Company are
paid in full, in cash, and until the Notes are paid in full, Holders shall be
subrogated (equally and ratably with all other Indebtedness pari passu with the
Notes) to the rights of holders of Senior Debt of the Company to receive
distributions applicable to Senior Debt of the Company to the extent that
distributions otherwise payable to the Holders have been applied to the payment
of Senior Debt of the Company. A distribution made under this Article to holders
of Senior Debt of the 

                                       60
<PAGE>

Company that otherwise would have been made to Holders is not, as between the
Company and Holders, a payment by the Company on the Notes.

SECTION 10.08.  RELATIVE RIGHTS.

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

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

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

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

           If the Company fails because of this Article 10 to pay principal of,
premium or interest on a Note on the due date, the failure is still a Default or
Event of Default.

SECTION 10.09.  SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

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

SECTION 10.10. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

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

           Upon any payment or distribution of assets of the Company referred to
in this Article 10, the Trustee and the Holders shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Holders for the
purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Debt of the Company and other
Indebtedness of the Company, the amount or amounts thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article 10.

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<PAGE>

SECTION 10.11.  RIGHTS OF TRUSTEE AND PAYING AGENT.

           Notwithstanding the provisions of this Article 10 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office at least one Business Day prior to the date of such
payment a Payment Blockage Notice. Only the holders or the Representative of
holders of Designated Senior Debt of the Company may give a Payment Blockage
Notice. Nothing in this Article 10 shall impair the claims of, or payments to,
the Trustee under or pursuant to Section 7.07 hereof.

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

SECTION 10.12.  AUTHORIZATION TO EFFECT SUBORDINATION.

                  Each Holder of a Note by the Holder's acceptance thereof
authorizes and directs the Trustee on the Holder's behalf to take such action as
may be necessary or appropriate to effectuate the subordination as provided in
this Article 10, and appoints the Trustee to act as the Holder's
attorney-in-fact for any and all such purposes. If the Trustee does not file a
proper proof of claim or proof of debt in the form required in any proceeding
referred to in Section 6.09 hereof at least 30 days before the expiration of the
time to file such claim, the Representatives of the Senior Debt of the Company
are hereby authorized to file an appropriate claim for and on behalf of the
Holders of the Notes.

SECTION 10.13.  AMENDMENTS.

                  The provisions of this Article 10 shall not be amended or
modified without the written consent of the holders of all Senior Debt of the
Company.


                                   ARTICLE 11
                             SUBSIDIARY GUARANTEES

SECTION 11.01.  SUBSIDIARY GUARANTEE.

                   Each Subsidiary that is a signatory hereto and each
Restricted Subsidiary of the Company which in accordance with Section 4.13
hereof is required to guarantee the obligations of the Company under the Notes
(each, a "Guarantor"), upon execution of a counterpart of this Indenture, hereby
jointly and severally unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee irrespective of the validity or
enforceability of this Indenture, the Notes or the obligations of the Company
under this Indenture or the Notes, that: (i) the principal of and interest on
the Notes will be paid in full when due, whether at the


                                       62
<PAGE>

maturity or interest payment or mandatory redemption date, by acceleration, call
for redemption or otherwise, and interest on the overdue principal of and
interest, if any, on the Notes and all other obligations of the Company to the
Holders or the Trustee under this Indenture or the Notes will be promptly paid
in full or performed, all in accordance with the terms of this Indenture and the
Notes; and (ii) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, they will be paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed for whatever reason, each Guarantor will be obligated to pay the
same whether or not such failure to pay has become an Event of Default which
could cause acceleration pursuant to Section 6.02 hereof. Each Guarantor agrees
that this is a guarantee of payment not a guarantee of collection.

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

                                       63
<PAGE>

                  If any Holder or the Trustee is required by any court or
otherwise to return to either the Company or any Guarantor, or any Custodian
acting in relation to either the Company or such Guarantor, any amount paid by
the Company or such Guarantor to the Trustee or such Holder, the applicable
Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated
and be in full force and effect. Each Guarantor agrees that it will not be
entitled to any right of subrogation in relation to the Holders in respect of
any obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby.

                  Each Guarantor further agrees that, as between such Guarantor,
on the one hand, and the Holders and the Trustee, on the other hand, (i) the
maturity of the obligations guaranteed hereby may be accelerated as provided in
Section 6.02 hereof for the purposes of this Subsidiary Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration as to the Company or any other obligor on the Notes of the
obligations guaranteed hereby, and (ii) in the event of any declaration of
acceleration of those obligations as provided in Section 6.02 hereof, those
obligations (whether or not due and payable) will forthwith become due and
payable by such Guarantor for the purpose of this Subsidiary Guarantee.

SECTION 11.02.  SUBORDINATION.

                  Each Guarantor, the Trustee, and each Holder by accepting a
Note agrees, that the Indebtedness evidenced by the Subsidiary Guarantees is
subordinated in right of payment, to the extent and in the manner provided in
this Article 11, to the prior payment in full, in cash, of all Obligations with
respect to Senior Debt of such Guarantor (whether outstanding on the date hereof
or hereafter created, incurred, assumed or guaranteed), and that the
subordination is for the benefit of the holders of Senior Debt of such
Guarantor.

SECTION 11.03.  LIQUIDATION; DISSOLUTION; BANKRUPTCY.

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

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

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

SECTION 11.04.  DEFAULT ON SENIOR DEBT OF THE GUARANTOR.

                                       64
<PAGE>

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

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

                                    (ii) a Non-Monetary Default on Senior Debt
      of such Guarantor occurs and is continuing that then permits holders of
      the Senior Debt of such Guarantor to accelerate its maturity and the
      Trustee receives a Payment Blockage Notice from a Person who may give it
      pursuant to Section 11.12 hereof. Any number of such Payment Blockage
      Notices may be given, provided, however, that (i) not more than one
      Payment Blockage Notice may be commenced during any period of 360
      consecutive days and (ii) any default or event of default that existed or
      was continuing on the date of delivery of any Payment Blockage Notice to
      the Trustee (to the extent the holder of Designated Senior Debt, or such
      trustee or agent, giving such Payment Blockage Notice had knowledge of the
      same) shall not be the basis for a subsequent Payment Blockage Notice
      pursuant to Section 11.12 herein, unless such default has been cured or
      waived for a period of not less than 90 consecutive days.

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

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

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

if this Article 11 otherwise permits the payment, distribution or acquisition at
the time thereof.

SECTION 11.05.  ACCELERATION OF NOTES.

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

SECTION 11.06.  WHEN DISTRIBUTION MUST BE PAID OVER.

                  In the event that the Trustee or any Holder receives from a
Guarantor any payment of any Obligations with respect to the Notes or the
Subsidiary Guarantees at a time when the Trustee or such Holder, as applicable,
has actual knowledge that such payment is prohibited by Section 11.03 or 11.04
hereof, such payment shall be held by the Trustee or such Holder, in trust for
the


                                       65
<PAGE>

benefit of, and shall be paid forthwith over and delivered upon written request
to, the holders of Senior Debt of such Guarantor, as their interests may appear,
or their Representative under the indenture or other agreement (if any) pursuant
to which Senior Debt of such Guarantor may have been issued, as their respective
interests may appear, for application to the payment of all Obligations with
respect to Senior Debt of such Guarantor remaining unpaid to the extent
necessary to pay such Obligations in full in accordance with their terms, after
giving effect to any concurrent payment or distribution to or for the holders of
Senior Debt of such Guarantor.

                  With respect to the holders of Senior Debt of any Guarantor,
the Trustee undertakes to perform only such obligations on the part of the
Trustee as are specifically set forth in this Article 11, and no implied
covenants or obligations with respect to the holders of Senior Debt of such
Guarantor shall be read into this Indenture against the Trustee. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior Debt of
such Guarantor, and shall not be liable to any such holders if the Trustee shall
pay over or distribute to or on behalf of Holders or the Company or any other
Person money or assets to which any holders of Senior Debt of such Guarantor
shall be entitled by virtue of this Article 11, except if such payment is made
as a result of the willful misconduct or gross negligence of the Trustee.

SECTION 11.07.  NOTICE BY A GUARANTOR.

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

SECTION 11.08.  SUBROGATION.

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

SECTION 11.09.  RELATIVE RIGHTS.

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

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

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<PAGE>

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

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

                  If any Guarantor fails because of this Article 11 to pay
principal of, premium or interest on a Note on the due date, the failure is
still a Default or Event of Default.

SECTION 11.10.  SUBORDINATION MAY NOT BE IMPAIRED BY ANY GUARANTOR.

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

SECTION 11.11.  DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

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

                  Upon any payment or distribution of assets of any Guarantor
referred to in this Article 11, the Trustee and the Holders shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such Representative or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the Holders
for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Debt of such Guarantor and other
Indebtedness of such Guarantor, the amount or amounts thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article 11.

SECTION 11.12.  RIGHTS OF TRUSTEE AND PAYING AGENT.

                  Notwithstanding the provisions of this Article 11 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office at least one Business Day prior to the date of such
payment a Payment Blockage Notice. Only the Representative of holders of
Designated Senior Debt may give a Payment Blockage Notice. Nothing in this
Article 11 shall impair the claims of, or payments to, the Trustee under or
pursuant to Section 7.07 hereof.

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<PAGE>

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

SECTION 11.13.  AUTHORIZATION TO EFFECT SUBORDINATION.

                  Each Holder of a Note by the Holder's acceptance thereof
authorizes and directs the Trustee on the Holder's behalf to take such action as
may be necessary or appropriate to effectuate the subordination as provided in
this Article 11, and appoints the Trustee to act as the Holder's
attorney-in-fact for any and all such purposes. If the Trustee does not file a
proper proof of claim or proof of debt in the form required in any proceeding
relative to any Guarantor referred to in Section 6.09 hereof at least 30 days
before the expiration of the time to file such claim, the Representatives of
Senior Debt of such Guarantor are hereby authorized to file an appropriate claim
for and on behalf of the Holders of the Notes.

SECTION 11.14.  AMENDMENTS.

                  With respect to any Guarantor, the provisions of Section 11.02
through 11.14 hereof shall not be amended or modified without the written
consent of the holders of all Senior Debt of such Guarantor.

SECTION 11.15.  LIMITATION OF GUARANTOR'S LIABILITY.

                  Each Guarantor and, by its acceptance hereof, the Trustee and
each Holder hereby confirm that it is its intention that the Subsidiary
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to any Subsidiary Guarantee. To effectuate the foregoing
intention, each such person hereby irrevocably agrees that the obligation of
such Guarantor under its Subsidiary Guarantee under this Article 11 shall be
limited to the maximum amount as will, after giving effect to such maximum
amount and all other (contingent or other) liabilities of such Guarantor that
are relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under this
Article 11, result in the obligations of such Guarantor in respect of such
maximum amount not constituting a fraudulent transfer or conveyance under said
laws. The Trustee and each Holder by accepting the benefits hereof, confirms its
intention that, in the event of a bankruptcy, reorganization or other similar
proceeding of the Company or any Guarantor in which concurrent claims are made
upon such Guarantor hereunder, to the extent such claims will not be fully
satisfied, each such claimant with a valid claim against the Company shall be
entitled to a ratable share of all payments by such Guarantor in respect of such
concurrent claims. For all purposes of this Section 11.15, Senior Debt shall be
deemed to have been incurred prior to the incurrence of the obligations in
respect of the Subsidiary Guarantees.

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<PAGE>

SECTION 11.16.  RESTRICTED SUBSIDIARIES MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

                  No Guarantor shall consolidate with or merge with or into
(whether or not such Guarantor is the surviving Person), another Person whether
or not it is affiliated with such Guarantor unless (i) subject to the provisions
of Section 11.17 hereof, the Person formed by or surviving any such
consolidation or merger (if other than such Guarantor) assumes all the
obligations of such Guarantor pursuant to a supplemental indenture in form
reasonably satisfactory to the Trustee, under its Subsidiary Guarantee, the
Notes and this Indenture, (ii) immediately after giving effect to such
transaction, no Default or Event of Default exists, and (iii) such Guarantor, or
any Person formed by or surviving any such consolidation or merger, will be
permitted to incur, immediately after giving effect to such transaction, at
least $1.00 of additional Indebtedness pursuant to the first paragraph of
Section 4.09 hereof. In case of any such consolidation, merger, sale or
conveyance and upon the assumption by the successor corporation, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the
Trustee, of the Subsidiary Guarantee in this Indenture and the due and punctual
performance and observance of all of the covenants and conditions of this
Indenture to be performed by the Guarantor, such successor corporation shall
succeed to and be substituted for the Guarantor with the same effect as if it
had been named herein as a Guarantor.

SECTION 11.17.  RELEASES FOLLOWING SALE OF ASSETS OR DESIGNATION AS UNRESTRICTED
                SUBSIDIARY.

                  In the event of (a) a sale or other disposition of all or
substantially all of the assets of any Guarantor, by way of merger,
consolidation or otherwise, or (b) a sale or other disposition of all of the
capital stock of any Guarantor, or (c) the designation of a Restricted
Subsidiary as an Unrestricted Subsidiary in accordance with the terms of Section
4.17 hereof, then such Guarantor (in the event of a sale or other disposition,
by way of such a merger, consolidation or otherwise, of all of the capital stock
of such Guarantor, or in the event of the designation of such Guarantor as an
Unrestricted Subsidiary) or the corporation acquiring the property (in the event
of a sale or other disposition of all or substantially all of the assets of such
Guarantor) shall be released and relieved of its obligations under its
Subsidiary Guarantee; provided that the Net Proceeds of such sale or other
disposition are applied in accordance with Section 4.10 hereof.

                                   ARTICLE 12
                                 MISCELLANEOUS

SECTION 12.01.  TRUST INDENTURE ACT CONTROLS.

                  If any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by TIA S318(c), the imposed duties shall
control.

SECTION 12.02.  NOTICES.

                  Any notice or communication by the Company, the Restricted
Subsidiaries or the Trustee to the others is duly given if in writing and
delivered in Person or mailed by first class mail


                                       69
<PAGE>

(registered or certified, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next day delivery, to the others' address:

                  If to the Company or any Restricted Subsidiary:

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

                  With a copy to:

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

                  If to the Trustee:

                           First Bank National Association
                           c/o First Trust National Association
                           180 East Fifth Street
                           St. Paul, MN  55101
                           Telecopier No.:  (612) 244-0711
                           Attention:  Richard Prokosch, 2nd Floor


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

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

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

                                       70
<PAGE>

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

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

SECTION 12.03.  COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

                  Holders may communicate pursuant to TIA S 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Restricted Subsidiaries, the Trustee, the Registrar and anyone else
shall have the protection of TIA S 312(c).

SECTION 12.04.  CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

                  (a) an Officers' Certificate in form and substance reasonably
      satisfactory to the Trustee (which shall include the statements set forth
      in Section 12.05 hereof) stating that, in the opinion of the signers, all
      conditions precedent and covenants provided for in this Indenture relating
      to the proposed action have been satisfied; and

                  (b) an Opinion of Counsel in form and substance reasonably
      satisfactory to the Trustee (which shall include the statements set forth
      in Section 12.05 hereof) stating that, in the opinion of such counsel, all
      such conditions precedent and covenants have been satisfied.

SECTION 12.05.  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

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

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

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

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

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

                                       71
<PAGE>

SECTION 12.06.  RULES BY TRUSTEE AND AGENTS.

                  The Trustee may make reasonable rules for action by or at a
meeting of Holders. The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions.

SECTION 12.07.  NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
                STOCKHOLDERS.

                  No past, present or future director, officer, employee,
incorporator or stockholder of the Company or any Restricted Subsidiary, as
such, shall have any liability for any obligations of the Company or any
Restricted Subsidiary under the Notes, the Subsidiary Guarantees, this Indenture
or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of Notes 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 issuance of the Notes and the
Subsidiary Guarantees.

SECTION 12.08.  GOVERNING LAW.

                  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES.

SECTION 12.09.  NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

                  This Indenture may not be used to interpret any other
indenture, loan or debt agreement of the Company or its Subsidiaries or of any
other Person. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

SECTION 12.10.  SUCCESSORS.

                  All agreements of the Company and the Restricted Subsidiaries
in this Indenture and the Notes and the Subsidiary Guarantees, as the case may
be, shall bind their respective successors. All agreements of the Trustee in
this Indenture shall bind its successors.

SECTION 12.11.  SEVERABILITY.

                  In case any provision in this Indenture, in the Notes or in
the Subsidiary Guarantees 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 12.12.  COUNTERPART ORIGINALS.

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

                                       72
<PAGE>

SECTION 12.13.  TABLE OF CONTENTS, HEADINGS, ETC.

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


                         [Signatures on following page]



                                       73
<PAGE>



                                   SIGNATURES


Dated as of October 1, 1996     IRON MOUNTAIN INCORPORATED


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

Dated as of October 1, 1996     IRON MOUNTAIN RECORDS MANAGEMENT,
                                           INC.


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

Dated as of October 1, 1996     CRITERION PROPERTY, INC.


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

Dated as of October 1, 1996     CRITERION ATLANTIC PROPERTY, INC.


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

Dated as of October 1, 1996     HOLLYWOOD PROPERTY, INC.


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

                                       74
<PAGE>

Dated as of October 1, 1996     IRON MOUNTAIN DATA PROTECTION
                                           SERVICES, INC.


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

Dated as of October 1, 1996     IRON MOUNTAIN INFORMATION PARTNERS,
                                           INC.

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

Dated as of October 1, 1996     IRON MOUNTAIN RECORDS MANAGEMENT
                                           OF OHIO, INC.

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

Dated as of October 1, 1996     METRO BUSINESS ARCHIVES, INC.

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

Dated as of October 1, 1996     IM SAN DIEGO, INC.

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

Dated as of October 1, 1996     IRON MOUNTAIN RECORDS MANAGEMENT
                                           OF MARYLAND, INC.

                                       75
<PAGE>

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

Dated as of October 1, 1996     DATA STORAGE SYSTEMS, INC.

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

Dated as of October 1, 1996     DATA ARCHIVE SERVICES, INC.

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

Dated as of October 1, 1996     IRON MOUNTAIN RECORDS MANAGEMENT
                                           OF MISSOURI LLC

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

Dated as of October 1, 1996     IRON MOUNTAIN RECORDS MANAGEMENT
                                           OF BOSTON, INC.


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

Dated as of October 1, 1996     IRON MOUNTAIN WILMINGTON, INC.


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

                                       76
<PAGE>

Dated as of October 1, 1996     FIRST BANK NATIONAL ASSOCIATION, as Trustee


                                    By:  /s/    Richard Prokosch
                                   ------------------------------------------
                                         Name:  Richard Prokosch
                                         Title: Trust Officer of
                                                Corporate Finance


                                       77
<PAGE>

                                   EXHIBIT A
                                 (Face of Note)

                   10-1/8% Senior Subordinated Notes due 2006

No.                                                                  $__________

                           IRON MOUNTAIN INCORPORATED

promises to pay to ___________________________________ or registered assigns,
the principal sum of _____________________________ Dollars on October 1, 2006.

                  Interest Payment Dates: April 1 and October 1.
                  Record Dates:  March 15 and September 15.


                                                          Dated: October 1, 1996

[Every Global Note authenticated and delivered hereunder will bear a legend in
substantially the following form:]

                  [This Note is a Global Note within the meaning of the
Indenture hereinafter referred to and is registered in the name of a Depositary
or a nominee thereof. This Note may not be transferred to, or registered or
exchanged for Notes registered in the name of, any Person other than the
Depositary or a nominee thereof, and no such transfer may be registered, except
in the limited circumstances described in the Indenture. Every Note
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, this Note will be a Global Note subject to the foregoing,
except in such limited circumstances.]

                                         IRON MOUNTAIN INCORPORATED


                                         Title:
                                         By:____________________________________
                                                  Name:
                                                  Title:
CUSIP No. __________                     Title:
                                         By:____________________________________
                                                  Name:
                                                  Title:

This is one of the Notes
referred to in the
within-mentioned Indenture:

FIRST BANK NATIONAL ASSOCIATION, as Trustee

By: _____________________________________
         Authorized Signatory


                                     A - 1
<PAGE>


                                 (Back of Note)

                        10-1/8% SENIOR SUBORDINATED NOTE
                                    DUE 2006

                  Capitalized terms used herein have the meanings assigned to
them in the Indenture (as defined 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 the rate and in the manner specified below.

                  The Company shall pay in cash interest on the principal amount
of this Note at the rate per annum of __%. The Company will pay interest
semi-annually in arrears on April 1 and October 1 of each year, commencing on
April 1, 1997 or if any such day is not a Business Day (as defined in the
Indenture), on the next succeeding Business Day (each an "Interest Payment
Date"), to Holders of record on the immediately preceding March 15 and September
15.

                  Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months. Interest shall accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of the original issuance of the Notes. To the extent lawful, the Company
shall pay interest on overdue principal at the rate of 1% per annum in excess of
the then applicable interest rate on the Notes; it shall pay interest on overdue
installments of interest (without regard to any applicable grace periods) at the
same rate to the extent lawful.

                  2. Method of Payment. The Company will pay interest on the
Notes (except defaulted interest) to the Persons who are registered Holders of
Notes at the close of business on the record date next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date. The Company will pay principal and interest
in money of the United States that at the time of payment is legal tender for
payment of public and private debts. The Company, however, may pay principal,
premium, if any, and interest by check payable in such money. It may mail an
interest check to a Holder's registered address.

                  3. Paying Agent and Registrar. Initially, the Trustee will act
as Paying Agent and Registrar. The Company may change any Paying Agent,
Registrar or co-registrar without notice to any Holder. The Company or any
Restricted Subsidiary may act in any such capacity.

                  4. Indenture. The Company issued the Notes under an Indenture
dated as of October 1, 1996 (the "Indenture") between the Company, the
Restricted Subsidiaries named therein 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 (15 U.S. Code SS 77aaa-77bbbb) as
in effect on the date of the Indenture. The Notes are subject to all


                                     A - 2
<PAGE>

such terms, and Holders of the Notes are referred to the Indenture and such act
for a statement of such terms. The terms of the Indenture shall govern any
inconsistencies between the Indenture and the Notes. The Notes are unsecured
general obligations of the Company limited to $165,000,000 in aggregate
principal amount.

                  5. Optional Redemption. The Company shall not have the option
to redeem the Notes pursuant to Section 3.07 of the Indenture prior to October
1, 2001. Thereafter, the Company shall have the option to redeem the Notes, in
whole or in part, upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of the principal amount) set forth
below, plus accrued and unpaid interest thereon to the applicable redemption
date, if redeemed during the 12 month period beginning on October 1 of the years
indicated below:

                  Year                                    Percentage

                  2001....................................  105.06%
                  2002....................................  103.38%
                  2003....................................  101.69%
                  2004 and thereafter.....................  100.00%

                  Notwithstanding the foregoing, at any time prior to October 1,
1999, the Company may redeem up to 35% of the initial principal amount of the
Notes originally issued with the net proceeds of one or more Qualified Equity
Offerings at a redemption price equal to 109.125% of the principal amount of
such Notes, plus accrued and unpaid interest, if any, to the date of redemption;
provided, that at least 65% of the principal amount of Notes originally issued
remains outstanding immediately after the occurrence of any such redemption and
that such redemption occurs within 60 days following the closing of any such
Qualified Equity Offering.

                  6. Mandatory Redemption. Except as described in paragraph 7
below, the Company shall not be required to make sinking fund or redemption
payments with respect to the Notes.

                  7. Redemption or Repurchase at Option of Holder. This Note is
subject to purchase at the option of the Holder upon the circumstances set forth
in Section 3.09 and 4.14 of the Indenture.

                  8. Notice of Redemption. Notice of redemption shall be mailed
at least 30 days but not more than 60 days before the redemption date to each
Holder of Notes to be redeemed at its registered address. Notes may be redeemed
in part but only in whole multiples of $1,000, unless all of the Notes held by a
Holder are to be redeemed. On and after the redemption date, interest ceases to
accrue on Notes or portions of them called for redemption.

                  9. Subordination. The Notes are subordinated to Senior Debt
(as defined in the Indenture) (whether outstanding on the date of the Indenture
or thereafter created, incurred, assumed or guaranteed) and all Obligations (as
defined in the Indenture) with respect thereto. To the extent provided in the
Indenture, Senior Debt must be paid in full in cash before the Notes


                                     A - 3
<PAGE>

may be paid. The Company agrees, and each Holder by accepting a Note agrees, to
the subordination and authorizes the Trustee to give it effect.

                  10. Denominations, Transfer, Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. 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 to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not exchange or register the transfer of any
Note or portion of a Note selected for redemption. Also, it 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. Prior to due presentment to the
Trustee for registration of the transfer of this Note, the Trustee, any Agent,
the Company and the Guarantors may deem and treat the Person in whose name this
Note is registered as its absolute owner for the purpose of receiving payment of
principal of, premium, if any, and interest on this Note and for all other
purposes whatsoever, whether or not this Note is overdue, and none of the
Trustee, any Agent, the Company or any Guarantor shall be affected by notice to
the contrary. The registered holder of a Note shall be treated as its owner for
all purposes.

                  12. Amendments and Waivers. Subject to certain exceptions, the
Indenture or the Notes may be amended with the consent of the Holders of at
least a majority in principal amount of the then outstanding Notes (including
consents obtained in connection with a tender offer or exchange offer for
Notes), and any existing default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes (including consents
obtained in connection with a tender offer or exchange offer for Notes). Without
the consent of any Holder, the Indenture or the Notes may be amended to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for assumption of the
Company's or any Restricted Subsidiary's obligations to Holders in the case of a
merger or consolidation or to make any change that would provide any additional
rights or benefits to the Holders or that does not adversely affect the rights
of any Holder under the Indenture or to comply with the requirements of the
Commission in order to effect or maintain the qualification of the Indenture
under the Trust Indenture Act.

                  13. Defaults and Remedies. Events of Default include: 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); default in payment
when due of principal of or premium, if any, on the Notes (whether or not
prohibited by the subordination provisions of the Indenture); failure by the
Company to comply with Section 4.14 of the Indenture; failure by the Company or
the Restricted Subsidiaries for 60 days after notice from the Trustee or the
Holders of not less than 25% of the aggregate principal amount of the Notes
outstanding to comply with any of its other agreements in the Indenture or the
Notes; default under any mortgage, indenture or instrument under which there may
be issued or by which there may be secured or evidenced any


                                     A - 4
<PAGE>

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 now exists, or
is created after the date of the Indenture, if (a) 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 (b) the principal amount of such Indebtedness that has
been accelerated or not paid at maturity, together with the principal amount of
any other Indebtedness that has been accelerated or not paid at maturity,
exceeds $5.0 million; failure by the Company or any of its Subsidiaries to pay
final judgments aggregating in excess of $5.0 million, which judgments remain
unpaid, undischarged or unstayed for a period of 60 days; except as permitted by
the Indenture, 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 its obligations under its Subsidiary Guarantees; and certain events of
bankruptcy or insolvency with respect to the Company or any of its Subsidiaries.
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 may declare all
the Notes to be due and payable immediately, except that in the case of an Event
of Default arising from certain events of bankruptcy or insolvency, relating to
the Company or any Significant Subsidiary, all outstanding Notes will become due
and payable without further action or notice; 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, and (2) the date of
acceleration of the Indebtedness under the Credit Agreement. Holders of the
Notes may not enforce the Indenture or the Notes except as provided in the
Indenture. 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 must furnish an annual
compliance certificate to the Trustee.

                  14. Subsidiary Guarantees. Payment of principal of, premium,
if any, and interest (including interest on overdue principal, premium, if any,
and interest, if lawful) on the Notes is guaranteed on an unsecured, senior
subordinated basis by the Guarantors pursuant to Article 11 of the Indenture.

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

                  16. No Recourse Against Others. No past, present or future
director, officer, employee, incorporator or stockholder, as such, of the
Company or any Restricted Subsidiary


                                     A - 5
<PAGE>

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 by accepting a Note and the related Subsidiary Guarantees,
if any, 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 has directed the Trustee to
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.

                  20. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE
GUARANTEES, IF ANY.

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

                           Iron Mountain Incorporated
                           745 Atlantic Avenue
                           Boston, MA 602111
                           Telecopier No.:  (617) 350-7881
                           Attention: Chief Financial Officer


                                     A - 6
<PAGE>


                                ASSIGNMENT FORM


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

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

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

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

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

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

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


Date: ___________________________

                                 Your Signature: _______________________________
                                                 (Sign exactly as your name
                                                  appears on the face of this
                                                  Note)

Signature Guarantee.


                                     A - 7
<PAGE>



                       OPTION OF HOLDER TO ELECT PURCHASE

           If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.14 of the Indenture, check the box below:

                 [ ] Section 4.10             [ ] Section 4.14

           If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased: $___________


Date: ____________________     Your Signature: _______________________________
                                               (Sign exactly as your name
                                                appears on the face of this
                                                Note)

                               Tax Identification No.: _________________________


Signature Guarantee.


                                     A - 8
<PAGE>

                                   EXHIBIT B

FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY FUTURE RESTRICTED SUBSIDIARIES

                  SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated
as of ________________, between __________________ (the "Restricted
Subsidiary"), a subsidiary of Iron Mountain Incorporated (or its successor), a
Delaware corporation (the "Company"), and ______________________________, 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, Iron Mountain Incorporated, a Delaware corporation
has heretofore executed and delivered to the Trustee an indenture (the
"Indenture"), dated as of ________, 1996, providing for the issuance of an
aggregate principal amount of $___,000,000 of __% Senior Subordinated Notes due
2006 (the "Notes");

                  WHEREAS, Section 4.13 of the Indenture provides that under
certain circumstances the Company is required to cause the Restricted Subsidiary
to execute and deliver to the Trustee a supplemental indenture pursuant to which
the Restricted Subsidiary shall unconditionally guarantee all of the Company's
obligations under the Notes pursuant to a Subsidiary Guarantee on the terms and
conditions set forth herein; and

                  WHEREAS, pursuant to Section 9.01 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 Restricted 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 Restricted 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 11 of the Indenture and in
such other provisions of the Indenture as are applicable to Restricted
Subsidiaries, and reference is made to the Indenture for the precise terms of
this Supplemental Indenture. The terms of Article 11 of the Indenture and such
other provisions of the Indenture as are applicable to Restricted Subsidiaries
are incorporated herein by reference.

         3. EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEES.

                  (a) To evidence its Subsidiary Guarantee set forth in this
      Supplemental Indenture, the Restricted Subsidiary hereby agrees that a
      notation of such Subsidiary Guarantee substantially


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      in the form of Exhibit C to the Indenture shall be endorsed by an Officer
      of such Restricted Subsidiary on each Note authenticated and delivered by
      the Trustee after the date hereof.

                  (b) Notwithstanding the foregoing, the Restricted Subsidiary
      hereby agrees that its Subsidiary Guarantee set forth herein shall remain
      in full force and effect notwithstanding any failure to endorse on each
      Note a notation of such Subsidiary Guarantee.

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

                  (d) 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 Restricted Subsidiary.

         4. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder of the Restricted Subsidiary, as
such, shall have any liability for any obligations of the Company or any
Restricted 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 and the
Subsidiary Guarantee.

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

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         7. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.


         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:  ____________, ____        [RESTRICTED SUBSIDIARY]



                                   By: _____________________________________
                                       Name:
                                       Title:


Dated:  ____________, ____
                                    FIRST BANK NATIONAL ASSOCIATION,
                                    as Trustee


                                   By: _____________________________________
                                       Name:
                                       Title:



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                                   EXHIBIT C
                  FORM OF NOTATION ON SENIOR SUBORDINATED NOTE
                        RELATING TO SUBSIDIARY GUARANTEE

                  Each Guarantor set forth below and each Restricted Subsidiary
of the Company which in accordance with Section 4.13 of the Indenture is
required to guarantee the obligations of the Company under the Notes, upon
execution of a counterpart of the Indenture, jointly and severally
unconditionally guarantees (i) the due and punctual payment of the principal of
and interest on the Notes, whether at the maturity or interest payment or
mandatory redemption date, by acceleration, call for redemption or otherwise,
and of interest on the overdue principal of and interest, if any, on the Notes
and all other obligations of the Company to the Holders or the Trustee under the
Indenture or the Notes and (ii) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at maturity, by acceleration or otherwise.

                  The obligations of each Guarantor to the Holder and to the
Trustee pursuant to this Subsidiary Guarantee and the Indenture are as expressly
set forth in Article 11 of the Indenture and in such other provisions of the
Indenture as are applicable to Guarantors, and reference is hereby made to such
Indenture for the precise terms of this Subsidiary Guarantee. The terms of
Article 11 of the Indenture and such other provisions of the Indenture as are
applicable to Guarantors are incorporated herein by reference. This Subsidiary
Guaranty is subject to release as described in Sections 4.13 and 11.17 of the
Indenture, and the obligations of each Guarantor under this Subsidiary Guaranty
and the Indenture are limited as provided in Section 11.15 of the Indenture.

                  This is a continuing guarantee and shall remain in full force
and effect and shall be binding upon each Guarantor and its successors and
assigns until full and final payment of all of the Company's obligations under
the Notes and the Indenture and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
herein conferred upon that party shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof.
This is a guarantee of payment and not a guarantee of collection.

                  This Subsidiary Guarantee shall not be valid or obligatory for
any purpose until the certificate of authentication on the Note upon which this
Subsidiary Guarantee is noted shall have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized officers.

                                           [RESTRICTED SUBSIDIARY]

                                           By:__________________________________
                                           Name:
                                           Title:


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