EXHIBIT 4.1






                           Iron Mountain Incorporated





                                SENIOR INDENTURE


                           Dated as of _________, 200_





                                [Name of Trustee]


                                     Trustee









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                                TABLE OF CONTENTS

                                                                                                             Page
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ARTICLE I. DEFINITIONS AND INCORPORATION BY
         REFERENCE.............................................................................................1
         Section 1.1.      Definitions.........................................................................1
         Section 1.2.      Other Definitions...................................................................5
         Section 1.3.      Incorporation by Reference of Trust Indenture Act...................................6
         Section 1.4.      Rules of Construction...............................................................6
ARTICLE II. THE
         SECURITIES............................................................................................7
         Section 2.1.      Issuable in Series..................................................................7
         Section 2.2.      Establishment of Terms of Series of Securities......................................7
         Section 2.3.      Execution and Authentication........................................................9
         Section 2.4.      Registrar and Paying Agent.........................................................10
         Section 2.5.      Paying Agent to Hold Money in Trust................................................11
         Section 2.6.      Securityholder Lists...............................................................11
         Section 2.7.      Transfer and Exchange..............................................................11
         Section 2.8.      Mutilated, Destroyed, Lost and Stolen Securities...................................12
         Section 2.9.      Outstanding Securities.............................................................12
         Section 2.10.     Treasury Securities................................................................13
         Section 2.11.     Temporary Securities...............................................................13
         Section 2.12.     Cancellation.......................................................................14
         Section 2.13.     Defaulted Interest.................................................................14
         Section 2.14.     Record Date........................................................................14
         Section 2.15.     Global Securities..................................................................14
         Section 2.16.     CUSIP Numbers......................................................................15
ARTICLE III.
         REDEMPTION...........................................................................................16
         Section 3.1.      Notice to Trustee..................................................................16
         Section 3.2.      Selection of Securities to be Redeemed.............................................16
         Section 3.3.      Notice of Redemption...............................................................16
         Section 3.4.      Effect of Notice of Redemption.....................................................17
         Section 3.5.      Deposit of Redemption Price........................................................17
         Section 3.6.      Securities Redeemed in Part........................................................17
ARTICLE IV.
         COVENANTS............................................................................................18
         Section 4.1.      Payment of Principal and Interest..................................................18
         Section 4.2.      SEC Reports........................................................................18
         Section 4.3.      Compliance Certificate.............................................................18
         Section 4.4.      Stay, Extension and Usury Laws.....................................................18
         Section 4.5.      Corporate Existence................................................................19
         Section 4.6.      Taxes..............................................................................19
ARTICLE V.
         SUCCESSORS...........................................................................................19
         Section 5.1.      When Company May Merge, Etc........................................................19
         Section 5.2.      Successor Corporation Substituted..................................................20
ARTICLE VI. DEFAULTS AND
         REMEDIES.............................................................................................20
         Section 6.1.      Events of Default..................................................................20
         Section 6.2.      Acceleration of Maturity; Rescission and Annulment.................................22

                                       i
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         Section 6.3.      Collection of Indebtedness and Suits for Enforcement by Trustee....................23
         Section 6.4.      Trustee May File Proofs of Claim...................................................23
         Section 6.5.      Trustee May Enforce Claims Without Possession of Securities........................24
         Section 6.6.      Application of Money Collected.....................................................24
         Section 6.7.      Limitation on Suits................................................................25
         Section 6.8.      Unconditional Right of Holders to Receive Principal and Interest...................25
         Section 6.9.      Restoration of Rights and Remedies.................................................25
         Section 6.10.     Rights and Remedies Cumulative.....................................................26
         Section 6.11.     Delay or Omission Not Waiver.......................................................26
         Section 6.12.     Control by Holders.................................................................26
         Section 6.13.     Waiver of Past Defaults............................................................26
         Section 6.14.     Undertaking for Costs..............................................................27
ARTICLE VII.
         TRUSTEE..............................................................................................27
         Section 7.1.      Duties of Trustee..................................................................27
         Section 7.2.      Rights of Trustee..................................................................28
         Section 7.3.      Individual Rights of Trustee.......................................................29
         Section 7.4.      Trustee's Disclaimer...............................................................29
         Section 7.5.      Notice of Defaults.................................................................29
         Section 7.6.      Reports by Trustee to Holders......................................................30
         Section 7.7.      Compensation and Indemnity.........................................................30
         Section 7.8.      Replacement of Trustee.............................................................31
         Section 7.9.      Successor Trustee by Merger, etc...................................................32
         Section 7.10.     Eligibility; Disqualification......................................................32
         Section 7.11.     Preferential Collection of Claims Against Company..................................32
ARTICLE VIII. SATISFACTION AND DISCHARGE;
         DEFEASANCE...........................................................................................32
         Section 8.1.      Satisfaction and Discharge of Indenture............................................32
         Section 8.2.      Application of Trust Funds; Indemnification........................................33
         Section 8.3.      Legal Defeasance of Securities of any Series.......................................34
         Section 8.4.      Covenant Defeasance................................................................35
         Section 8.5.      Repayment to Company...............................................................36
         Section 8.6.      Subsidiary Guarantees..............................................................37
ARTICLE IX. AMENDMENTS AND
         WAIVERS..............................................................................................37
         Section 9.1.      Without Consent of Holders.........................................................37
         Section 9.2.      With Consent of Holders............................................................37
         Section 9.3.      Limitations........................................................................38
         Section 9.4.      Compliance with Trust Indenture Act................................................39
         Section 9.5.      Revocation and Effect of Consents..................................................39
         Section 9.6.      Notation on or Exchange of Securities..............................................39
         Section 9.7.      Trustee Protected..................................................................39
ARTICLE X.
         MISCELLANEOUS........................................................................................39
         Section 10.1.     Trust Indenture Act Controls.......................................................39
         Section 10.2.     Notices............................................................................39
         Section 10.3.     Communication by Holders with Other Holders........................................41
         Section 10.4.     Certificate and Opinion as to Conditions Precedent.................................41
         Section 10.5.     Statements Required in Certificate or Opinion......................................41
         Section 10.6.     Rules by Trustee and Agents........................................................41

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         Section 10.7.     Legal Holidays.....................................................................42
         Section 10.8.     No Recourse Against Others.........................................................42
         Section 10.9.     Counterparts.......................................................................42
         Section 10.10.    Governing Laws.....................................................................42
         Section 10.11.    No Adverse Interpretation of Other Agreements......................................42
         Section 10.12.    Successors.........................................................................42
         Section 10.13.    Severability.......................................................................42
         Section 10.14.    Table of Contents, Headings, Etc...................................................43
         Section 10.15.    Securities in a Foreign Currency or in ECU.........................................43
         Section 10.16.    Judgment Currency..................................................................43
ARTICLE XI. SINKING
         FUNDS................................................................................................44
         Section 11.1.     Applicability of Article...........................................................44
         Section 11.2.     Satisfaction of Sinking Fund Payments with Securities..............................44
         Section 11.3.     Redemption of Securities for Sinking Fund..........................................45
ARTICLE XII. SUBSIDIARY
         GUARANTEES...........................................................................................45
         Section 12.1.     Subsidiary Guarantee...............................................................45
         Section 12.2.     Limitation of Guarantor's Liability................................................47

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                                      iii

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                           IRON MOUNTAIN INCORPORATED

         Reconciliation and tie between Trust Indenture Act of 1939 and
                     Indenture, dated as of _________, 200_


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

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

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

                                       v
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                  Senior  Indenture dated as of  ___________,  200_ between Iron
Mountain  Incorporated,  a Pennsylvania  corporation  ("Company"),  and [Name of
Trustee], a ________________ ("Trustee").

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

                                   ARTICLE I.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.1. Definitions.

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

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

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

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

                  "Bearer"  means  anyone in  possession  from time to time of a
Bearer Security.

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

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

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

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                  "Business  Day"  means,  unless  otherwise  provided  by Board
Resolution,  Officers'  Certificate  or  supplemental  indenture  hereto  for  a
particular Series,  any day except a Saturday,  Sunday or a legal holiday in The
City of New York or the City of  ___________ on which banking  institutions  are
authorized or required by law, regulation or executive order to close.

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

                  "Company  Order"  means a written  order signed in the name of
the Company by two Officers,  one of whom must be the Company's  chief executive
officer, chief financial officer or chief accounting officer.

                  "Company  Request" means a written  request signed in the name
of the Company by its Chairman of the Board,  a President  or a Vice  President,
and by its  Treasurer,  an Assistant  Treasurer,  its  Secretary or an Assistant
Secretary,  and  delivered to the  Trustee."Corporate  Trust  Office"  means the
office  of the  Trustee  at which at any  particular  time its  corporate  trust
business shall be principally administered.

                  "Debt"  of  any   person  as  of  any  date   means,   without
duplication,  all  indebtedness  of such  person in respect of  borrowed  money,
including all interest,  fees and expenses owed in respect  thereto  (whether or
not the  recourse  of the lender is to the whole of the assets of such person or
only to a portion thereof), or evidenced by bonds, notes,  debentures or similar
instruments.

                  "Default" means any event which is, or after notice or passage
of time would be, an Event of Default.

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

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

                  "Dollars" means the currency of The United States of America.

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

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

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

                                       2
<PAGE>

                  "Foreign   Government   Obligations"  means  with  respect  to
Securities of any Series that are denominated in a Foreign Currency,  (i) direct
obligations of the  government  that issued or caused to be issued such currency
for the  payment  of which  obligations  its full faith and credit is pledged or
(ii) obligations of a person  controlled or supervised by or acting as an agency
or   instrumentality   of  such  government  the  timely  payment  of  which  is
unconditionally  guaranteed  as a full  faith  and  credit  obligation  by  such
government, which, in either case under clauses (i) or (ii), are not callable or
redeemable at the option of the issuer thereof.

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

                  "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.

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

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

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

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

                  "Maturity Date" means _________________.

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

                  "Officers'  Certificate" means a certificate signed by any two
of the Chairman of the Board,  the President,  chief  executive  officer,  chief
financial  officer or chief accounting  officer,  the Controller or an Executive
Vice President of the Company.

                                       3
<PAGE>

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

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

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

                  "Responsible  Officer" means any officer of the Trustee in its
Corporate  Trust Office and also means,  with respect to a particular  corporate
trust matter,  any other officer to whom any corporate  trust matter is referred
because of his or her knowledge of and familiarity with a particular subject.

                  "SEC" means the Securities and Exchange Commission.

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

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

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

                  "Significant   Subsidiary"   means  any  direct  or   indirect
Subsidiary of the Company that would be a "significant subsidiary" as defined in
Article 1, Rule 1-02 of Regulation S-X,  promulgated  pursuant to the Securities
Act of 1933, as amended, as such regulation is in effect on the date hereof.

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

                  "Subsidiary" of any specified  person means any corporation of
which at least a majority of the  outstanding  stock having by the terms thereof
ordinary  voting  power  for the  election  of  directors  of  such  corporation
(irrespective  of whether or not at the time stock of any other class or classes
of such  corporation  shall  have or might  have  voting  power by reason of the
happening of any  contingency)  is at the time directly or  indirectly  owned by
such person, or by one or more other Subsidiaries,  or by such person and one or
more other Subsidiaries.

                  "Subsidiary  Guarantee"  means  a  Guarantee  of  a  Guarantor
pursuant to Article 12 hereof.

                  "TIA"  means the  Trust  Indenture  Act of 1939 (15 U.S.  Code
ss.ss.  77aaa-77bbbb)  as in  effect  on the date of this  Indenture;  provided,
however, that in the event the Trust Indenture

                                       4
<PAGE>

Act of 1939 is amended after such date,  "TIA" means,  to the extent required by
any such amendment, the Trust Indenture Act as so amended.

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

                  "U.S.  Government  Obligations" means securities which are (i)
direct  obligations of The United States of America for the payment of which its
full faith and credit is pledged or (ii)  obligations of a person  controlled or
supervised by and acting as an agency or instrumentality of The United States of
America the payment of which is  unconditionally  guaranteed as a full faith and
credit obligation by The United States of America,  and which in the case of (i)
and (ii) are not callable or redeemable at the option of the issuer thereof, and
shall also include a  depository  receipt  issued by a bank or trust  company as
custodian  with  respect to any such U.S.  Government  Obligation  or a specific
payment of interest on or principal of any such U.S. Government  Obligation held
by such  custodian  for the  account  of the  holder  of a  depository  receipt,
provided  that (except as required by law) such  custodian is not  authorized to
make any  deduction  from the amount  payable  to the holder of such  depository
receipt  from any  amount  received  by the  custodian  in  respect  of the U.S.
Government Obligation evidenced by such depository receipt.

         Section 1.2. Other Definitions.

TERM                                                        DEFINED IN
                                                              SECTION

"Bankruptcy Law"                                                 6.1
"Benefited Party"                                               12.1
"Custodian"                                                      6.1
"Event of Default"                                               6.1
"Guarantor"                                                     12.1
"Journal"                                                       10.15
"Judgment Currency"                                             10.16
"Legal Holiday"                                                 10.7
"mandatory sinking fund payment"                                11.1
"Market Exchange Rate"                                          10.15
"New York Banking Day"                                          10.16
"optional sinking fund payment"                                 11.1
"Paying Agent"                                                   2.4
"Registrar"                                                      2.4
"Required Currency"                                             10.16
"Service Agent"                                                  2.4
"successor person"                                               5.1


                                       5
<PAGE>

         Section 1.3. Incorporation by Reference of Trust Indenture Act.

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

                  "Commission" means the SEC.

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

                  "indenture security holder" means a Securityholder.

                  "indenture to be qualified" means this Indenture.

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

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

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

         Section 1.4. Rules of Construction.

                  Unless the context otherwise requires:

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

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

                  (c) references to "generally accepted  accounting  principles"
         shall mean generally accepted accounting principles in effect as of the
         time when and for the period as to which such accounting principles are
         to be applied;

                  (d) "or" is not exclusive;

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

                  (f) provisions apply to successive events and transactions.

                  (g)  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.

                                       6
<PAGE>

                                  ARTICLE II.
                                 THE SECURITIES

         Section 2.1. Issuable in Series.

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

         Section 2.2. Establishment of Terms of Series of Securities.

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

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

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

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

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

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

                                       7
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                       8
<PAGE>

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

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

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

                  2.2.20. any other terms of the Securities of the Series (which
terms shall not be inconsistent with the provisions of this Indenture, except as
permitted by Section  9.1, but which may modify or delete any  provision of this
Indenture insofar as it applies to such Series); and

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

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

         Section 2.3. Execution and Authentication.

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

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

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

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

                                       9
<PAGE>

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

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

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

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

         Section 2.4. Registrar and Paying Agent.

                  The Company  shall  maintain,  with  respect to each Series of
Securities,  at the  place or  places  specified  with  respect  to such  Series
pursuant to Section 2.2, an office or agency where Securities of such Series may
be presented or surrendered for payment  ("Paying  Agent"),  where Securities of
such  Series  may be  surrendered  for  registration  of  transfer  or  exchange
("Registrar") and where notices and demands to or upon the Company in respect of
the  Securities  of such  Series  and this  Indenture  may be  served  ("Service
Agent").  The  Registrar  shall keep a register  with  respect to each Series of
Securities  and to their  transfer  and  exchange.  The Company will give prompt
written  notice to the  Trustee of the name and  address,  and any change in the
name or address,  of each  Registrar,  Paying Agent or Service Agent.  If at any
time the Company  shall fail to maintain  any such  required  Registrar,  Paying
Agent or Service  Agent or shall fail to furnish the  Trustee  with the name and
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate  Trust Office of the Trustee,  and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

                  The Company may also from time to time  designate  one or more
co-registrars,  additional  paying agents or additional  service  agents and may
from time to time rescind such  designations;  provided,  however,  that no such
designation  or  rescission  shall in any  manner  relieve  the  Company  of its
obligations  to maintain a  Registrar,  Paying  Agent and Service  Agent in each
place so specified pursuant to Section 2.2 for Securities of any Series for such
purposes.

                                       10
<PAGE>

The  Company  will  give  prompt  written  notice  to the  Trustee  of any  such
designation  or rescission  and of any change in the name or address of any such
co-registrar,  additional  paying agent or additional  service  agent.  The term
"Registrar"  includes any  co-registrar;  the term "Paying  Agent"  includes any
additional  paying agent;  and the term "Service  Agent" includes any additional
service agent.

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

         Section 2.5. Paying Agent to Hold Money in Trust.

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

         Section 2.6. Securityholder Lists.

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

         Section 2.7. Transfer and Exchange.

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

                                       11
<PAGE>

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

         Section 2.8. Mutilated, Destroyed, Lost and Stolen Securities.

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

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

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

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

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

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

         Section 2.9. Outstanding Securities.

                  The Securities  outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for  cancellation,  those  reductions  in

                                       12
<PAGE>

the interest on a Global Security effected by the Trustee in accordance with the
provisions hereof and those described in this Section as not outstanding.

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

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

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

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

         Section 2.10. Treasury Securities.

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

         Section 2.11. Temporary Securities.

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

                                       13
<PAGE>

         Section 2.12. Cancellation.

                  The Company at any time may deliver  Securities to the Trustee
for  cancellation.  The  Registrar  and the Paying  Agent  shall  forward to the
Trustee  any  Securities  surrendered  to them  for  registration  of  transfer,
exchange or payment.  The Trustee shall cancel all  Securities  surrendered  for
transfer,  exchange, payment, replacement or cancellation and shall destroy such
canceled Securities (subject to the record retention requirement of the Exchange
Act) and deliver a certificate of such  destruction  to the Company,  unless the
Company otherwise  directs.  The Company may not issue new Securities to replace
Securities that it has paid or delivered to the Trustee for cancellation.

         Section 2.13. Defaulted Interest.

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

         Section 2.14. Record Date.

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

         Section 2.15. Global Securities.

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

                  2.15.2. Transfer and Exchange.  Notwithstanding any provisions
to the  contrary  contained  in Section  2.7 of the  Indenture  and in  addition
thereto,  any Global Security shall be  exchangeable  pursuant to Section 2.7 of
the Indenture for  Securities  registered in the names of Holders other than the
Depository for such Security or its nominee only if (i) such Depository notifies
the Company that it is unwilling  or unable to continue as  Depository  for such
Global Security or if at any time such Depository ceases to be a clearing agency
registered  under the Exchange  Act,  and, in either case,  the Company fails to
appoint a successor  Depository  within 90 days of such event,  (ii) the Company
executes and delivers to the Trustee an Officers'

                                       14
<PAGE>

Certificate to the effect that such Global  Security shall be so exchangeable or
(iii) an Event of Default with  respect to the  Securities  represented  by such
Global Security shall have happened and be continuing.  Any Global Security that
is exchangeable  pursuant to the preceding  sentence shall be  exchangeable  for
Securities registered in such names as the Depository shall direct in writing in
an  aggregate  principal  amount  equal to the  principal  amount of the  Global
Security with like tenor and terms.

                  Except as provided in this Section  2.14.2,  a Global Security
may not be transferred  except as a whole by the Depository with respect to such
Global Security to a nominee of such Depository, by a nominee of such Depository
to such Depository or another nominee of such Depository or by the Depository or
any such  nominee to a  successor  Depository  or a nominee of such a  successor
Depository.

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

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

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

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

                  2.15.6.  Consents,   Declaration  and  Directions.  Except  as
provided in Section 2.14.5, the Company, the Trustee and any Agent shall treat a
person as the Holder of such principal amount of outstanding  Securities of such
Series  represented  by a Global  Security  as shall be  specified  in a written
statement of the Depository with respect to such Global  Security,  for purposes
of obtaining any consents,  declarations,  waivers or directions  required to be
given by the Holders pursuant to this Indenture.

         Section 2.16. CUSIP Numbers.

                  The Company in issuing the Securities may use "CUSIP"  numbers
(if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no  representation  is made as to the correctness of such numbers
either  as  printed  on  the  Securities  or as  contained  in any

                                       15
<PAGE>

notice  of a  redemption  and that  reliance  may be  placed  only on the  other
elements of  identification  printed on the Securities,  and any such redemption
shall not be affected by any defect in or omission of such numbers.

                                  ARTICLE III.
                                   REDEMPTION

         Section 3.1. Notice to Trustee.

                  The Company  may,  with  respect to any Series of  Securities,
reserve the right to redeem and pay the Series of  Securities or may covenant to
redeem and pay the Series of  Securities or any part thereof prior to the Stated
Maturity  thereof  at  such  time  and on such  terms  as  provided  for in such
Securities.  If a Series of Securities is redeemable and the Company wants or is
obligated  to redeem  prior to the Stated  Maturity  thereof  all or part of the
Series of Securities  pursuant to the terms of such Securities,  it shall notify
the  Trustee  of the  redemption  date and the  principal  amount  of  Series of
Securities  to be redeemed.  The Company  shall give the notice at least 45 days
before the  redemption  date (or such shorter notice as may be acceptable to the
Trustee).

         Section 3.2. Selection of Securities to be Redeemed.

                  Unless otherwise  indicated for a particular Series by a Board
Resolution,  a supplemental indenture or an Officers' Certificate,  if less than
all the Securities of a Series are to be redeemed,  the Trustee shall select the
Securities  of the Series to be redeemed  in any manner  that the Trustee  deems
fair and  appropriate.  The Trustee shall make the selection from  Securities of
the Series  outstanding not previously  called for  redemption.  The Trustee may
select for redemption portions of the principal of Securities of the Series that
have denominations larger than $1,000.  Securities of the Series and portions of
them it selects  shall be in amounts of $1,000 or whole  multiples of $1,000 or,
with  respect  to  Securities  of any  Series  issuable  in other  denominations
pursuant to Section 2.2.10,  the minimum principal  denomination for each Series
and integral  multiples  thereof.  Provisions  of this  Indenture  that apply to
Securities  of a  Series  called  for  redemption  also  apply  to  portions  of
Securities of that Series called for redemption.

         Section 3.3. Notice of Redemption.

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

                  The notice shall  identify the  Securities of the Series to be
redeemed and shall state:

                  (a) the redemption date;

                  (b) the redemption price;

                                       16
<PAGE>

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

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

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

                  (f) that  interest  on  Securities  of the  Series  called for
         redemption ceases to accrue on and after the redemption date; and

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

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

         Section 3.4. Effect of Notice of Redemption.

                  Once notice of  redemption  is mailed or published as provided
in Section 3.3,  Securities  of a Series  called for  redemption  become due and
payable  on the  redemption  date  and at the  redemption  price.  A  notice  of
redemption  may not be  conditional.  Upon  surrender to the Paying Agent,  such
Securities  shall be paid at the redemption  price plus accrued  interest to the
redemption date.

         Section 3.5. Deposit of Redemption Price.

                  On or before the  redemption  date,  the Company shall deposit
with the  Paying  Agent  money  sufficient  to pay the  redemption  price of and
accrued interest, if any, on all Securities to be redeemed on that date.

         Section 3.6. Securities Redeemed in Part.

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

                                       17
<PAGE>

                                  ARTICLE IV.
                                    COVENANTS

         Section 4.1. Payment of Principal and Interest.

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

         Section 4.2. SEC Reports.

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

         Section 4.3. Compliance Certificate.

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

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

         Section 4.4. Stay, Extension and Usury Laws.

                  The Company  covenants  (to the extent that it may lawfully do
so) that it will not at any time insist upon, plead, or in any manner whatsoever
claim or take the  benefit or  advantage  of, any stay,  extension  or usury law
wherever  enacted,  now or at any time hereafter in

                                       18
<PAGE>

force,  which may affect the covenants or the  performance  of this Indenture or
the  Securities;  and the Company  (to the extent it may  lawfully do so) hereby
expressly  waives all benefit or advantage of any such law and covenants that it
will not, by resort to any such law,  hinder,  delay or impede the  execution of
any power  herein  granted  to the  Trustee,  but will  suffer  and  permit  the
execution of every such power as though no such law has been enacted.

         Section 4.5. Corporate Existence.

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

         Section 4.6. Taxes.

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

                                   ARTICLE V.
                                   SUCCESSORS

         Section 5.1. When Company May Merge, Etc.

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

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

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

                  The  Company  shall  deliver  to  the  Trustee  prior  to  the
consummation  of  the  proposed  transaction  an  Officers'  Certificate  to the
foregoing effect and an Opinion of Counsel

                                       19
<PAGE>

stating that the proposed  transaction and such  supplemental  indenture  comply
with this Indenture.

         Section 5.2. Successor Corporation Substituted.

                  Upon  any   consolidation  or  merger,  or  any  sale,  lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.1, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
lease,  conveyance  or  other  disposition  is made  shall  succeed  to,  and be
substituted  for, and may exercise  every right and power of, the Company  under
this Indenture  with the same effect as if such successor  person has been named
as the Company herein;  provided,  however,  that the predecessor Company in the
case of a sale,  lease,  conveyance or other  disposition  shall not be released
from  the  obligation  to pay the  principal  of and  interest,  if any,  on the
Securities,  except in the case of a sale of all the Company's assets that meets
the requirements of Section 5.1.

                                  ARTICLE VI.
                              DEFAULTS AND REMEDIES

         Section 6.1. Events of Default.

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

                  (a) default in the payment of any  interest on any Security of
         that Series when it becomes due and payable,  and  continuance  of such
         default  for a period  of 30 days  (unless  the  entire  amount of such
         payment is  deposited  by the Company with the Trustee or with a Paying
         Agent prior to the expiration of such period of 30 days); or

                  (b) default in the payment of the principal of any Security of
         that Series at its Maturity; or

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

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

                                       20
<PAGE>

                  (e) a  default  under  any Debt of the  Company  (including  a
         default  with  respect  to  Securities  of any  Series  other than that
         Series)  or any  Subsidiary,  whether  such  Debt now  exists  or shall
         hereafter be created,  if (A) such default  results from the failure to
         pay any such Debt when it becomes due, (B) the principal amount of such
         Debt,  together  with the  principal  amount of any other  such Debt in
         default for failure to pay  principal at stated  final  maturity or the
         maturity of which has been so accelerated,  aggregates $____________ or
         more at any one time  outstanding,  and (C) such Debt is not discharged
         or such  acceleration is not rescinded or annulled within 10 days after
         written  notice to the Company by the holder or holders of such Debt in
         the manner provided for in the applicable debt instrument; or

                  (f)  the  Company  or  any  of  its  Significant  Subsidiaries
         pursuant to or within the meaning of any Bankruptcy Law:

                           (i) commences a voluntary case,

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

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

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

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

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

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

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

                           (iii) orders the liquidation of the Company or any of
                  its Significant Subsidiaries,  and the order or decree remains
                  unstayed and in effect for 60 days; or

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

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

                                       21
<PAGE>

         Section 6.2. Acceleration of Maturity; Rescission and Annulment.

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

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

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

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

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

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

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

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

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

                                       22
<PAGE>

         Section 6.3.  Collection of  Indebtedness  and Suits for Enforcement by
Trustee.

                  The Company covenants that if

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

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

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

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

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

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

         Section 6.4. Trustee May File Proofs of Claim.

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

                                       23
<PAGE>

                  (a) to file  and  prove  a  claim  for  the  whole  amount  of
         principal  and interest  owing and unpaid in respect of the  Securities
         and to file such  other  papers or  documents  as may be  necessary  or
         advisable  in order to have the claims of the  Trustee  (including  any
         claim for the  reasonable  compensation,  expenses,  disbursements  and
         advances of the  Trustee,  its agents and  counsel)  and of the Holders
         allowed in such judicial proceeding, and

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

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

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

         Section  6.5.   Trustee  May  Enforce  Claims  Without   Possession  of
Securities.

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

         Section 6.6. Application of Money Collected.

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

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

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

                                       24
<PAGE>

                  Third: To the Company.

         Section 6.7. Limitation on Suits.

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

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

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

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

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

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

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

         Section 6.8.  Unconditional  Right of Holders to Receive  Principal and
Interest.

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

         Section 6.9. Restoration of Rights and Remedies.

                  If the Trustee or any Holder has  instituted any proceeding to
enforce any right or remedy under this  Indenture and such  proceeding  has been
discontinued or abandoned for any reason,  or has been  determined  adversely to
the  Trustee or to such  Holder,  then and in every  such  case,  subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored  severally and respectively to their former positions  hereunder and
thereafter all

                                       25
<PAGE>

rights and remedies of the Trustee and the Holders  shall  continue as though no
such proceeding had been instituted.

         Section 6.10. Rights and Remedies Cumulative.

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

         Section 6.11. Delay or Omission Not Waiver.

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

         Section 6.12. Control by Holders.

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

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

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

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

         Section 6.13. Waiver of Past Defaults.

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

                                       26
<PAGE>

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

         Section 6.14. Undertaking for Costs.

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

                                  ARTICLE VII.
                                     TRUSTEE

         Section 7.1. Duties of Trustee.

                  (a) If an Event of Default has occurred and is continuing, the
         Trustee  shall  exercise  the rights  and  powers  vested in it by this
         Indenture  and use the same degree of care and skill in their  exercise
         as a prudent 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 Trustee  need  perform only those duties that
                  are specifically set forth in this Indenture and no others.

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

                                       27
<PAGE>

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

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

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

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

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

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

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

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

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

         Section 7.2. Rights of Trustee.

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

                  (b) Before the Trustee acts or refrains  from  acting,  it may
         require an Officers'  Certificate or an Opinion of Counsel. The Trustee
         shall  not be liable  for any  action it

                                       28
<PAGE>

         takes or omits to take in good  faith  in  reliance  on such  Officers'
         Certificate or Opinion of Counsel.

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

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

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

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

         Section 7.3. Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate  with the same rights it would have if it were not Trustee.  Any Agent
may do the same with like rights.  The Trustee is also subject to Sections  7.10
and 7.11.

         Section 7.4. Trustee's Disclaimer.

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

         Section 7.5. Notice of Defaults.

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

                                       29
<PAGE>

Responsible  Officers in good faith determines that withholding the notice is in
the interests of Securityholders of that Series.

         Section 7.6. Reports by Trustee to Holders.

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

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

         Section 7.7. Compensation and Indemnity.

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

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

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

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

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

                                       30
<PAGE>

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

         Section 7.8. Replacement of Trustee.

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

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

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

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

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

                  (d) the Trustee becomes incapable of acting.

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

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

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

                  A successor Trustee shall deliver a written  acceptance of its
appointment to the retiring Trustee and to the Company.  Immediately after that,
the retiring  Trustee  shall  transfer all property held by it as Trustee to the
successor  Trustee  subject  to the  lien  provided  for  in  Section  7.7,  the
resignation or removal of the retiring Trustee shall become  effective,  and the
successor  Trustee  shall have all the rights,  powers and duties of the Trustee
with  respect  to each  Series of  Securities  for which it is acting as Trustee
under this Indenture.  A successor Trustee shall mail a notice of its succession
to each  Securityholder  of each such Series and, if any Bearer

                                       31
<PAGE>

Securities are outstanding, publish such notice on one occasion in an Authorized
Newspaper.  Notwithstanding  replacement of the Trustee pursuant to this Section
7.8, the Company's  obligations  under Section 7.7 hereof shall continue for the
benefit of the  retiring  trustee  with  respect  to  expenses  and  liabilities
incurred by it prior to such replacement.

         Section 7.9. Successor Trustee by Merger, etc.

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

         Section 7.10. Eligibility; Disqualification.

                  This  Indenture  shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1),  (2) and (5). The Trustee shall always have a
combined  capital and surplus of at least  $100,000,000 as set forth in its most
recent published  annual report of condition.  The Trustee shall comply with TIA
ss. 310(b).

         Section 7.11. Preferential Collection of Claims Against Company.

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

                                 ARTICLE VIII.
                     SATISFACTION AND DISCHARGE; DEFEASANCE

         Section 8.1. Satisfaction and Discharge of Indenture.

                  This Indenture shall upon Company Order cease to be of further
effect (except as hereinafter provided in this Section 8.1), and the Trustee, at
the expense of the  Company,  shall  execute  proper  instruments  acknowledging
satisfaction and discharge of this Indenture, when

                  (a) either

                           (i)  all  Securities  theretofore  authenticated  and
                  delivered  (other than  Securities  that have been  destroyed,
                  lost or stolen and that have been  replaced or paid) have been
                  delivered to the Trustee for cancellation; or

                           (ii) all such Securities not theretofore delivered to
                  the Trustee for cancellation

                                    (1) have become due and payable, or

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

                                       32
<PAGE>

                                    (3) are to be called for  redemption  within
                           one  year  under  arrangements  satisfactory  to  the
                           Trustee for the giving of notice of redemption by the
                           Trustee  in the  name,  and at  the  expense,  of the
                           Company, or

                                    (4) are deemed paid and discharged  pursuant
                           to Section 8.3, as applicable;

and the Company,  in the case of (1), (2) or (3) above,  has deposited or caused
to be  deposited  with the Trustee as trust funds in trust an amount  sufficient
for the  purpose  of paying and  discharging  the  entire  indebtedness  on such
Securities  not  theretofore  delivered  to the  Trustee for  cancellation,  for
principal  and interest to the date of such  deposit (in the case of  Securities
which have become due and payable on or prior to the date of such deposit) or to
the Stated Maturity or redemption date, as the case may be;

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

                  (c) the Company  has  delivered  to the  Trustee an  Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent   herein  provided  for  relating  to  the  satisfaction  and
         discharge of this Indenture have been complied with.

                  Notwithstanding   the   satisfaction  and  discharge  of  this
Indenture, the obligations of the Company to the Trustee under Section 7.7, and,
if money shall have been  deposited  with the Trustee  pursuant to clause (a) of
this  Section,  the  provisions of Sections 2.4, 2.7, 2.8, 8.1 8.2 and 8.5 shall
survive.

         Section 8.2. Application of Trust Funds; Indemnification.

                  (a)  Subject  to the  provisions  of  Section  8.5,  all money
         deposited with the Trustee  pursuant to Section 8.1, all money and U.S.
         Government Obligations or Foreign Government Obligations deposited with
         the Trustee  pursuant  to Section 8.3 or 8.4 and all money  received by
         the  Trustee  in  respect  of U.S.  Government  Obligations  or Foreign
         Government  Obligations  deposited with the Trustee pursuant to Section
         8.3 or 8.4,  shall be held in trust and  applied  by it, in  accordance
         with  the  provisions  of the  Securities  and this  Indenture,  to the
         payment,  either  directly or through any Paying Agent  (including  the
         Company  acting as its own Paying Agent) as the Trustee may  determine,
         to the persons  entitled  thereto,  of the  principal  and interest for
         whose  payment  such money has been  deposited  with or received by the
         Trustee  or to  make  mandatory  sinking  fund  payments  or  analogous
         payments as contemplated by Sections 8.3 or 8.4.

                  (b) The  Company  shall pay and shall  indemnify  the  Trustee
         against any tax,  fee or other  charge  imposed on or assessed  against
         U.S. Government Obligations or Foreign Government Obligations deposited
         pursuant to Sections 8.3 or 8.4 or the interest and principal  received
         in respect of such  obligations  other than any payable by or on behalf
         of Holders.

                                       33
<PAGE>

                  (c) The Trustee  shall deliver or pay to the Company from time
         to time upon Company Request any U.S. Government Obligations or Foreign
         Government  Obligations or money held by it as provided in Sections 8.3
         or 8.4  which,  in the  opinion  of a  nationally  recognized  firm  of
         independent   certified  public  accountants  expressed  in  a  written
         certification  thereof delivered to the Trustee,  are then in excess of
         the amount  thereof which then would have been required to be deposited
         for the purpose for which such U.S.  Government  Obligations or Foreign
         Government  Obligations  or money  were  deposited  or  received.  This
         provision  shall  not  authorize  the sale by the  Trustee  of any U.S.
         Government  Obligations or Foreign  Government  Obligations  held under
         this Indenture.

         Section 8.3. Legal Defeasance of Securities of any Series.

                  Unless this  Section 8.3 is otherwise  specified,  pursuant to
Section  2.2.20,  to be  inapplicable  to Securities of any Series,  the Company
shall be deemed to have paid and discharged the entire  indebtedness  on all the
outstanding  Securities  of such  Series  on the 91st day  after the date of the
deposit  referred to in  subparagraph  (d) hereof,  and the  provisions  of this
Indenture, as it relates to such outstanding Securities of such Series, shall no
longer be in effect (and the Trustee,  at the expense of the Company,  shall, at
Company Request,  execute proper instruments  acknowledging the same), except as
to:

                  (a) the  rights of  Holders of  Securities  of such  Series to
         receive, from the trust funds described in subparagraph (d) hereof, (i)
         payment of the  principal of and each  installment  of principal of and
         interest  on the  outstanding  Securities  of such Series on the Stated
         Maturity of such  principal or installment of principal or interest and
         (ii) the benefit of any mandatory  sinking fund payments  applicable to
         the Securities of such Series on the day on which such payments are due
         and  payable in  accordance  with the terms of this  Indenture  and the
         Securities of such Series;

                  (b) the  provisions  of Sections  2.4,  2.7, 2.8, 8.2, 8.3 and
         8.5; and

                  (c) the rights,  powers,  trust and  immunities of the Trustee
         hereunder;

provided that, the following conditions shall have been satisfied:

                  (d) the Company shall have deposited or caused to be deposited
         irrevocably with the Trustee as trust funds in trust for the purpose of
         making the following payments, specifically pledged as security for and
         dedicated  solely to the benefit of the Holders of such  Securities (i)
         in the case of Securities of such Series  denominated in Dollars,  cash
         in Dollars  (or such other money or  currencies  as shall then be legal
         tender in the United States)  and/or U.S.  Government  Obligations,  or
         (ii) in the case of Securities of such Series  denominated in a Foreign
         Currency  (other  than a  composite  currency),  money  and/or  Foreign
         Government  Obligations,  which  through the  payment of  interest  and
         principal in respect  thereof,  in  accordance  with their terms,  will
         provide (and without reinvestment and assuming no tax liability will be
         imposed on such Trustee), not later than one day before the due date of
         any payment of money, an amount in cash, sufficient,  in the opinion of
         a  nationally   recognized  firm  of  independent   public  accountants

                                       34
<PAGE>


         expressed in a written  certification thereof delivered to the Trustee,
         to pay and discharge each installment of principal (including mandatory
         sinking fund or analogous payments) of and interest, if any, on all the
         Securities of such Series on the dates such installments of interest or
         principal are due;

                  (e) such deposit will not result in a breach or violation  of,
         or constitute a default under, this Indenture or any other agreement or
         instrument to which the Company is a party or by which it is bound;

                  (f) no  Default  or  Event  of  Default  with  respect  to the
         Securities  of such Series shall have occurred and be continuing on the
         date of such deposit or during the period  ending on the 91st day after
         such date;

                  (g)  the  Company  shall  have  delivered  to the  Trustee  an
         Officers'  Certificate and an Opinion of Counsel to the effect that (i)
         the Company has  received  from,  or there has been  published  by, the
         Internal Revenue Service a ruling,  or (ii) since the date of execution
         of this  Indenture,  there has been a change in the applicable  Federal
         income tax law, in either case to the effect  that,  and based  thereon
         such  Opinion  of  Counsel  shall  confirm  that,  the  Holders  of the
         Securities of such Series will not recognize  income,  gain or loss for
         Federal income tax purposes as a result of such deposit, defeasance and
         discharge and will be subject to Federal  income tax on the same amount
         and in the same  manner  and at the same  times as would  have been the
         case if such deposit, defeasance and discharge had not occurred;

                  (h)  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 the Securities of
         such Series over any other  creditors of the company or with the intent
         of defeating,  hindering, delaying or defrauding any other creditors of
         the Company;

                  (i) such  deposit  shall not result in the trust  arising from
         such  deposit  constituting  an  investment  company (as defined in the
         Investment  Company Act of 1940,  as  amended),  or such trust shall be
         qualified under such Act or exempt from regulation thereunder; and

                  (j)  the  Company  shall  have  delivered  to the  Trustee  an
         Officers'  Certificate and an Opinion of Counsel, each stating that all
         conditions   precedent   provided  for   relating  to  the   defeasance
         contemplated by this Section have been complied with.

         Section 8.4. Covenant Defeasance.

                  Unless this  Section 8.4 is  otherwise  specified  pursuant to
Section 2.2.20 to be inapplicable to Securities of any Series,  on and after the
91st day after the date of the deposit  referred to in subparagraph  (a) hereof,
the Company may omit to comply with any term,  provision or condition  set forth
under  Sections  4.2,  4.3,  4.4,  4.5,  4.6, and 5.1 as well as any  additional
covenants  contained in a supplemental  indenture hereto for a particular Series
of  Securities  or a Board  Resolution  or an  Officers'  Certificate  delivered
pursuant to Section  2.2.20



                                       35
<PAGE>

(and the  failure  to comply  with any such  covenants  shall not  constitute  a
Default or Event of Default under  Section 6.1) and the  occurrence of any event
described  in clause (e) of Section 6.1 shall not  constitute a Default or Event
of Default  hereunder,  with respect to the Securities of such Series,  provided
that the following conditions shall have been satisfied:

                  (a) With  reference  to this  Section  8.4,  the  Company  has
         deposited or caused to be irrevocably  deposited (except as provided in
         Section 8.2(c)) with the Trustee as trust funds in trust,  specifically
         pledged as security  for, and  dedicated  solely to, the benefit of the
         Holders of such Securities (i) in the case of Securities of such Series
         denominated  in  Dollars,  cash in  Dollars  (or  such  other  money or
         currencies as shall then be legal tender in the United  States)  and/or
         U.S. Government Obligations,  or (ii) in the case of Securities of such
         Series  denominated  in a  Foreign  Currency  (other  than a  composite
         currency),  money and/or Foreign Government Obligations,  which through
         the payment of interest and principal in respect thereof, in accordance
         with their terms,  will provide (and without  reinvestment and assuming
         no tax liability will be imposed on such  Trustee),  not later than one
         day  before the due date of any  payment  of money,  an amount in cash,
         sufficient,   in  the  opinion  of  a  nationally  recognized  firm  of
         independent   certified  public  accountants  expressed  in  a  written
         certification  thereof  delivered to the Trustee,  to pay principal and
         interest,  if any, on and any mandatory  sinking fund in respect of the
         Securities of such Series on the dates such installments of interest or
         principal are due;

                  (b) Such deposit will not result in a breach or violation  of,
         or constitute a default under, this Indenture or any other agreement or
         instrument to which the Company is a party or by which it is bound;

                  (c) No  Default  or  Event  of  Default  with  respect  to the
         Securities  of such Series shall have occurred and be continuing on the
         date of such deposit or during the period  ending on the 91st day after
         such date;

                  (d) the Company shall have delivered to the Trustee an Opinion
         of Counsel  confirming  that Holders of the  Securities  of such Series
         will not recognize income, gain or loss for federal income tax purposes
         as a result of such  deposit  and  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  deposit and  defeasance
         had not occurred;

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

                  (f)  The  Company  shall  have  delivered  to the  Trustee  an
         Officers'  Certificate and an Opinion of Counsel, each stating that all
         conditions  precedent  herein  provided for relating to the  defeasance
         contemplated by this Section have been complied with.

         Section 8.5. Repayment to Company.

                                       36
<PAGE>

                  The Trustee and the Paying Agent shall pay to the Company upon
request any money held by them for the payment of principal  and  interest  that
remains  unclaimed for two years.  After that,  Securityholders  entitled to the
money  must look to the  Company  for  payment as  general  creditors  unless an
applicable abandoned property law designates another person.

         Section 8.6. Subsidiary Guarantees.

                  If there are any Subsidiary  Guarantees,  the Guarantors shall
be  treated  the same as the  Company  and the  Subsidiary  Guarantors  shall be
treated the same as the Securities under this Article VIII.

                                  ARTICLE IX.
                             AMENDMENTS AND WAIVERS

         Section 9.1. Without Consent of Holders.

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

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

                  (b) to comply with Article V;

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

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

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

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

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

         Section 9.2. With Consent of Holders.

                  The Company,  the  Guarantors and the Trustee may enter into a
supplemental  indenture  with the  written  consent of the Holders of at least a
majority  in  principal  amount of the  outstanding  Securities  of each  Series
affected  by  such  supplemental   indenture  (including  consents  obtained  in
connection  with a tender  offer or exchange  offer for the  Securities  of such
Series),  for the purpose of adding any  provisions to or changing in any manner
or eliminating  any of the  provisions of this Indenture or of any  supplemental
indenture  or of modifying  in any


                                       37
<PAGE>

manner the rights of the Securityholders of each such Series. Except as provided
in Section 6.13,  the Holders of at least a majority in principal  amount of the
outstanding  Securities of each Series  affected by such waiver by notice to the
Trustee  (including  consents  obtained  in  connection  with a tender  offer or
exchange  offer for the  Securities of such Series) may waive  compliance by the
Company with any provision of this Indenture or the  Securities  with respect to
such Series.

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

         Section 9.3. Limitations.

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

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

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

                  (c) reduce the principal or change the Stated  Maturity of any
         Security or reduce the amount of, or postpone  the date fixed for,  the
         payment of any sinking fund or analogous obligation;

                  (d) reduce the principal amount of Discount Securities payable
         upon acceleration of the maturity thereof;

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

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

                  (g)  make  any  change  in  Sections  6.8,   6.13,  9.3  (this
         sentence), 10.15 or 10.16; or

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

                                       38
<PAGE>

         Section 9.4. Compliance with Trust Indenture Act.

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

         Section 9.5. Revocation and Effect of Consents.

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

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

         Section 9.6. Notation on or Exchange of Securities.

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

         Section 9.7. Trustee Protected.

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

                                   ARTICLE X.
                                  MISCELLANEOUS

         Section 10.1. Trust Indenture Act Controls.

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

         Section 10.2. Notices.

                                       39
<PAGE>

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

         If to the Company or any Guarantor:

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

         With a copy to:

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

         If to the Trustee:
                           ____________________

                           ____________________
                           Telecopier No.:  ______________
                           Attention:  Corporate Trust Trustee Administration

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

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

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

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

                                       40
<PAGE>

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

         Section 10.3. Communication by Holders with Other Holders.

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

         Section 10.4. Certificate and Opinion as to Conditions Precedent.

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

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

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

         Section 10.5. Statements Required in Certificate or Opinion.

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

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

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

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

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

         Section 10.6. Rules by Trustee and Agents.

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

                                       41
<PAGE>

         Section 10.7. Legal Holidays.

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

         Section 10.8. No Recourse Against Others.

                  A director,  officer, employee or stockholder, as such, of the
Company or any Guarantor shall not have any liability for any obligations of the
Company or any Guarantor under the  Securities,  the Subsidiary  Guarantees,  if
any, or the  Indenture  or for any claim based on, in respect of or by reason of
such obligations or their creation.  Each Securityholder by accepting a Security
and the related  Subsidiary  Guarantees  waives and releases all such liability.
The  waiver  and  release  are part of the  consideration  for the  issue of the
Securities.

         Section 10.9. Counterparts.

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

         Section 10.10. Governing Laws.

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

         Section 10.11. No Adverse Interpretation of Other Agreements.

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

Section 10.12.    Successors.

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

         Section 10.13. Severability.

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

                                       42
<PAGE>

         Section 10.14. Table of Contents, Headings, Etc.

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

         Section 10.15. Securities in a Foreign Currency or in ECU.

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

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

         Section 10.16. Judgment Currency.

                  The  Company  agrees,  to  the  fullest  extent  that  it  may
effectively do so under applicable law, that (a) if for the purpose of obtaining
judgment in any court it is  necessary  to convert the sum due in respect of the
principal  of or interest or other amount on the  Securities  of any Series (the
"Required  Currency")  into a currency in which a judgment will be rendered (the
"Judgment  Currency"),  the rate of exchange  used shall be the rate at which in
accordance with

                                       43
<PAGE>

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

                                  ARTICLE XI.
                                  SINKING FUNDS

         Section 11.1. Applicability of Article.

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

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

         Section 11.2. Satisfaction of Sinking Fund Payments with Securities.

                  The  Company  may, in  satisfaction  of all or any part of any
sinking fund payment  with  respect to the  Securities  of any Series to be made
pursuant to the terms of such Securities (1) deliver  outstanding  Securities of
such Series to which such sinking fund payment is applicable  (other than any of
such Securities previously called for mandatory sinking fund redemption) and (2)
apply as credit  Securities of such Series to which such sinking fund payment is
applicable  and which have been  redeemed  either at the election of the Company
pursuant  to the terms of such  Series of  Securities  (except  pursuant  to any
mandatory sinking fund) or through the application of permitted optional sinking
fund  payments  or other  optional  redemptions  pursuant  to the  terms of such
Securities,  provided that such Securities have not been

                                       44
<PAGE>

previously  so  credited.  Such  Securities  shall be received  by the  Trustee,
together with an Officers'  Certificate with respect thereto,  not later than 15
days  prior to the date on which the  Trustee  begins the  process of  selecting
Securities for redemption, and shall be credited for such purpose by the Trustee
at the price  specified in such Securities for redemption  through  operation of
the sinking fund and the amount of such  sinking  fund payment  shall be reduced
accordingly.  If as a result of the delivery or credit of  Securities in lieu of
cash payments  pursuant to this Section 11.2, the principal amount of Securities
of such Series to be redeemed in order to exhaust  the  aforesaid  cash  payment
shall be less than $100,000, the Trustee need not call Securities of such Series
for  redemption,  except  upon  receipt of a Company  Order that such  action be
taken,  and such cash payment shall be held by the Trustee or a Paying Agent and
applied to the next succeeding sinking fund payment, provided, however, that the
Trustee or such Paying  Agent shall from time to time upon  receipt of a Company
Order pay over and deliver to the Company any cash  payment so being held by the
Trustee or such  Paying  Agent upon  delivery  by the  Company to the Trustee of
Securities of that Series  purchased by the Company  having an unpaid  principal
amount equal to the cash payment required to be released to the Company.

         Section 11.3. Redemption of Securities for Sinking Fund.

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

                                  ARTICLE XII.
                              SUBSIDIARY GUARANTEES

         Section 12.1. Subsidiary Guarantee.

                  Each  Subsidiary   that  is  a  signatory   hereto  [and  each
Restricted  Subsidiary  of the Company  which in  accordance  with  Section 4.13
hereof is  required  to  guarantee  the  obligations  of the  Company  under the
Securities] (each, a "Guarantor"),  upon execution of a supplemental  indenture,
hereby jointly and severally unconditionally guarantees to each Securitiesholder
of a  Security  of a  Series  that  is  to  be  guaranteed  and  that  has  been
authenticated  and  delivered  by the Trustee  irrespective  of the  validity or
enforceability  of this  Indenture,  the  Securities or the  obligations  of the
Company under this Indenture or the  Securities,  that: (i) the principal of and

                                       45
<PAGE>


interest  on the  Securities  will  be paid in full  when  due,  whether  at the
maturity or interest payment or mandatory redemption date, by acceleration, call
for  redemption  or  otherwise,  and  interest on the overdue  principal  of and
interest,  if any, on the Securities and all other obligations of the Company to
the Securitiesholders or the Trustee under this Indenture or the Securities will
be promptly paid in full or performed,  all in accordance with the terms of this
Indenture  and the  Securities;  and  (ii) in case of any  extension  of time of
payment or renewal of any Securities or any of such other obligations, they will
be paid in full  when due or  performed  in  accordance  with  the  terms of the
extension or renewal, whether at maturity, by acceleration or otherwise. Failing
payment when due of any amount so guaranteed for whatever reason, each Guarantor
will be  obligated to pay the same whether or not such failure to pay has become
an Event of Default  which  could  cause  acceleration  pursuant  to Section 6.2
hereof.  Each  Guarantor  agrees  that  this is a  guarantee  of  payment  not a
guarantee of collection.

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

                                       46
<PAGE>

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

         Section 12.2. Limitation of Guarantor's Liability.

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



                                       47
<PAGE>

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

                                     Iron Mountain Incorporated

                                     By:
                                         --------------------------------
                                         Name:
                                         Its:

                                     [Names of Guarantors]

                                     [Name of Trustee]

                                     By:
                                        ---------------------------------
                                         Name:
                                         Its: