EXHIBIT 4.2






                           Iron Mountain Incorporated





                             SUBORDINATED INDENTURE


                           Dated as of _________, 200_





                                [Name of Trustee]


                                     Trustee









<PAGE>
<TABLE>
<CAPTION>
                               TABLE OF CONTENTS

                                                                                                             Page
<S>     <C>                                                                                                   <C>

ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE..........................................................1
         Section 1.1.      Definitions.........................................................................1
         Section 1.2.      Other Definitions...................................................................8
         Section 1.3.      Incorporation by Reference of Trust Indenture Act...................................8
         Section 1.4.      Rules of Construction...............................................................9
ARTICLE II. THE SECURITIES.....................................................................................9
         Section 2.1.      Issuable in Series..................................................................9
         Section 2.2.      Establishment of Terms of Series of Securities.....................................10
         Section 2.3.      Execution and Authentication.......................................................12
         Section 2.4.      Registrar and Paying Agent.........................................................13
         Section 2.5.      Paying Agent to Hold Money in Trust................................................13
         Section 2.6.      Securityholder Lists...............................................................14
         Section 2.7.      Transfer and Exchange..............................................................14
         Section 2.8.      Mutilated, Destroyed, Lost and Stolen Securities...................................14
         Section 2.9.      Outstanding Securities.............................................................15
         Section 2.10.     Treasury Securities................................................................16
         Section 2.11.     Temporary Securities...............................................................16
         Section 2.12.     Cancellation.......................................................................16
         Section 2.13.     Defaulted Interest.................................................................16
         Section 2.14.     Record Date........................................................................17
         Section 2.15.     Global Securities..................................................................17
         Section 2.16.     CUSIP Numbers......................................................................18
ARTICLE III. REDEMPTION.......................................................................................18
         Section 3.1.      Notice to Trustee..................................................................18
         Section 3.2.      Selection of Securities to be Redeemed.............................................18
         Section 3.3.      Notice of Redemption...............................................................19
         Section 3.4.      Effect of Notice of Redemption.....................................................19
         Section 3.5.      Deposit of Redemption Price........................................................20
         Section 3.6.      Securities Redeemed in Part........................................................20
ARTICLE IV. COVENANTS.........................................................................................20
         Section 4.1.      Payment of Principal and Interest..................................................20
         Section 4.2.      SEC Reports........................................................................20
         Section 4.3.      Compliance Certificate.............................................................20
         Section 4.4.      Stay, Extension and Usury Laws.....................................................21
         Section 4.5.      Corporate Existence................................................................21
         Section 4.6.      Taxes..............................................................................21
ARTICLE V.  SUCCESSORS........................................................................................22
         Section 5.1.      When Company May Merge, Etc........................................................22
         Section 5.2.      Successor Corporation Substituted..................................................22
ARTICLE VI. DEFAULTS AND REMEDIES.............................................................................22
         Section 6.1.      Events of Default..................................................................22
         Section 6.2.      Acceleration of Maturity; Rescission and Annulment.................................24


                                        i
<PAGE>

         Section 6.3.      Collection of Indebtedness and Suits for Enforcement by Trustee....................25
         Section 6.4.      Trustee May File Proofs of Claim...................................................26
         Section 6.5.      Trustee May Enforce Claims Without Possession of Securities........................26
         Section 6.6.      Application of Money Collected.....................................................27
         Section 6.7.      Limitation on Suits................................................................27
         Section 6.8.      Unconditional Right of Holders to Receive Principal and Interest...................28
         Section 6.9.      Restoration of Rights and Remedies.................................................28
         Section 6.10.     Rights and Remedies Cumulative.....................................................28
         Section 6.11.     Delay or Omission Not Waiver.......................................................28
         Section 6.12.     Control by Holders.................................................................28
         Section 6.13.     Waiver of Past Defaults............................................................29
         Section 6.14.     Undertaking for Costs..............................................................29
ARTICLE VII. TRUSTEE..........................................................................................29
         Section 7.1.      Duties of Trustee..................................................................29
         Section 7.2.      Rights of Trustee..................................................................31
         Section 7.3.      Individual Rights of Trustee.......................................................31
         Section 7.4.      Trustee's Disclaimer...............................................................31
         Section 7.5.      Notice of Defaults.................................................................32
         Section 7.6.      Reports by Trustee to Holders......................................................32
         Section 7.7.      Compensation and Indemnity.........................................................32
         Section 7.8.      Replacement of Trustee.............................................................33
         Section 7.9.      Successor Trustee by Merger, etc...................................................34
         Section 7.10.     Eligibility; Disqualification......................................................34
         Section 7.11.     Preferential Collection of Claims Against Company..................................34
ARTICLE VIII. SATISFACTION AND DISCHARGE;  DEFEASANCE.........................................................34
         Section 8.1.      Satisfaction and Discharge of Indenture............................................34
         Section 8.2.      Application of Trust Funds; Indemnification........................................35
         Section 8.3.      Legal Defeasance of Securities of any Series.......................................36
         Section 8.4.      Covenant Defeasance................................................................38
         Section 8.5.      Repayment to Company...............................................................39
         Section 8.6.      Subsidiary Guarantees..............................................................39
ARTICLE IX. AMENDMENTS AND WAIVERS............................................................................39
         Section 9.1.      Without Consent of Holders.........................................................39
         Section 9.2.      With Consent of Holders............................................................40
         Section 9.3.      Limitations........................................................................40
         Section 9.4.      Compliance with Trust Indenture Act................................................41
         Section 9.5.      Revocation and Effect of Consents..................................................41
         Section 9.6.      Notation on or Exchange of Securities..............................................41
         Section 9.7.      Trustee Protected..................................................................41
ARTICLE X. MISCELLANEOUS......................................................................................42
         Section 10.1.     Trust Indenture Act Controls.......................................................42
         Section 10.2.     Notices............................................................................42
         Section 10.3.     Communication by Holders with Other Holders........................................43
         Section 10.4.     Certificate and Opinion as to Conditions Precedent.................................43
         Section 10.5.     Statements Required in Certificate or Opinion......................................43
         Section 10.6.     Rules by Trustee and Agents........................................................44

                                       ii
<PAGE>

         Section 10.7.     Legal Holidays.....................................................................44
         Section 10.8.     No Recourse Against Others.........................................................44
         Section 10.9.     Counterparts.......................................................................44
         Section 10.10.    Governing Laws.....................................................................44
         Section 10.11.    No Adverse Interpretation of Other Agreements......................................44
         Section 10.12.    Successors.........................................................................45
         Section 10.13.    Severability.......................................................................45
         Section 10.14.    Table of Contents, Headings, Etc...................................................45
         Section 10.15.    Securities in a Foreign Currency or in ECU.........................................45
         Section 10.16.    Judgment Currency..................................................................46
ARTICLE XI. SINKING FUNDS.....................................................................................46
         Section 11.1.     Applicability of Article...........................................................46
         Section 11.2.     Satisfaction of Sinking Fund Payments with Securities..............................47
         Section 11.3.     Redemption of Securities for Sinking Fund..........................................47
ARTICLE XII. SUBSIDIARY GUARANTEES............................................................................48
         Section 12.1.     Subsidiary Guarantee...............................................................48
         Section 12.2.     Limitation of Guarantor's Liability................................................49
ARTICLE XIII. Subordination...................................................................................50
         Section 13.1.     Agreement to Subordinate...........................................................50
         Section 13.2.     Liquidation; Dissolution; Bankruptcy...............................................50
         Section 13.3.     Default on Designated Senior Debt..................................................50
         Section 13.4.     Acceleration of Securities.........................................................51
         Section 13.5.     When Distribution Must be Paid Over................................................51
         Section 13.6.     Notice By Company..................................................................52
         Section 13.7.     Subrogation........................................................................52
         Section 13.8.     Relative Rights....................................................................52
         Section 13.9.     Subordination May Not Be Impaired by Company.......................................53
         Section 13.10.    Distribution or Notice to Representative...........................................53
         Section 13.11.    Rights of Trustee and Paying Agent.................................................53
         Section 13.12.    Authorization to Effect Subordination..............................................54
         Section 13.13.    Amendments.........................................................................54
         Section 13.14.    Subordination of Subsidiary Guarantees.............................................54
         Section 13.15.    Liquidation; Dissolution; Bankruptcy of a Guarantor................................54
         Section 13.16.    Default on Senior Debt of the Guarantor............................................55
         Section 13.17.    Acceleration of Securities; Duties of Guarantors...................................55
         Section 13.18.    When Distribution from Guarantor Must Be Paid Over.................................55
         Section 13.19.    Notice by a Guarantor..............................................................56
         Section 13.20.    Subrogation with Respect to Any Guarantor..........................................56
         Section 13.21.    Relative Rights with Respect to Any Guarantor......................................56
         Section 13.22.    Subordination May Not Be Impaired By Any Guarantor.................................57
         Section 13.23.    Distribution or Notice to Representative with Respect to Any
                           Guarantor..........................................................................57
         Section 13.24.    Rights of Trustee and Paying Agent with Respect to Any Guarantor...................57
         Section 13.25.    Authorization to Effect Subordination with Respect to Any Guarantor................58
         Section 13.26.    Amendments with Respect to Any Guarantor...........................................58
         Section 13.27.    Limitation of Guarantor's Liability................................................58
</TABLE>


                                      iii
<PAGE>

                           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
<PAGE>

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

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

                                       v

<PAGE>
                  Subordinated  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.
<PAGE>

                  "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.

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

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

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

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

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

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

                  "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.

                                       2
<PAGE>

                  "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.

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

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

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

                  "Dollars" 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.

                  "Existing  Senior  Subordinated   Securities"  means  (i)  the
11-1/8%  Senior  Subordinated  Notes  due 2006 of the  Company  in an  aggregate
original  principal  amount of  US$200,000,000  issued  pursuant  to the  Senior
Subordinated Notes Indenture, dated as of July 15, 1996, between the Company and
United  States Trust Company of New York,  as trustee,  (ii) the 10-1/8%  Senior
Subordinated Notes due 2006 of the Company in the aggregate  principal amount of
US$165,000,000 issued pursuant to the Senior Subordinated Notes Indenture, dated
as of October 1, 1996 between the Company and First Bank  National  Association,
as trustee,  (iii) the 9-1/8% Senior  Subordinated Notes due 2007 of the Company
in an aggregate principal amount of US$120,000,000 issued pursuant to the Senior
Subordinated  Notes Indenture,  dated as of July 7, 1997 between the Company and
The Bank of New York, as trustee,  (iv) the 8-3/4% Senior Subordinated Notes due
2009 of the Company in an aggregate  original principal amount of US$250,000,000
issued pursuant to the Senior  Subordinated  Notes indenture dated as of October
24, 1997 between the Company and The Bank of New York,  as trustee,  and (v) the
8-

                                       3
<PAGE>

1/4%  Senior  Subordinated  Notes  due 2011 of the  Company  in the  aggregate
original  principal  amount of  US$150,000,000  issued  pursuant  to the  Senior
Subordinated  Notes Indenture dated as of April 26, 1999 between the Company and
the Bank of New York, as trustee.

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

                  "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.

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

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

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

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

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

                  "Indebtedness"  means (without  duplication),  with respect to
any  person,  whether  recourse  is to all or a  portion  of the  assets of such
person,  and whether or not contingent,  (a) every obligation of such person for
money  borrowed,  (b)  every  obligation  of such  person  evidenced  by  bonds,
debentures,   notes  or  other  similar  instruments,  (c)  every  reimbursement
obligation  of  such  person  with  respect  to  letters  of  credit,   bankers'
acceptances  or similar

                                       4
<PAGE>

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

                  "Indenture"  means this Indenture as amended 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 _________________.

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

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

                                       5
<PAGE>

                  "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.

                  "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.

                  "Representative" means, for purposes of Article 13, the Credit
Agent or other  agent,  trustee or  representative  for any  Senior  Debt of the
Company.

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

                  "SEC" means the 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.

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

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

                                       6
<PAGE>

purposes of this clause (iv) if, in the case of any obligations under the Credit
Agreement,  the holders of such  obligations  or their  agent or  representative
shall have  received a  representation  from the  Company to the effect that the
incurrence  of  such  Indebtedness  does  not  violate  the  provisions  of this
Indenture.

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

                  "Significant   Subsidiary"   means  any  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 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.

                                       7
<PAGE>

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
"Non-Monetary Default                                           13.3
"optional sinking fund payment"                                 11.1
"Paying Agent"                                                   2.4
"Payment Blockage Notice"                                       13.3
"Payment Default"                                               13.3
"Registrar"                                                      2.4
"Required Currency"                                             10.16
"Service Agent"                                                  2.4
"successor person"                                               5.1


         Section 1.3. Incorporation by Reference of Trust Indenture Act.

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

                  "Commission" means the SEC.

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

                  "indenture security holder" means a Securityholder.

                  "indenture to be qualified" means this Indenture.

                                       8
<PAGE>

                  "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.


                                  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

                                       9
<PAGE>

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;

                  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;

                                       10
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                       11
<PAGE>

                  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.

                  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

                                       12
<PAGE>

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. 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

                                       13
<PAGE>

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).

                  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.

                                       14
<PAGE>

                  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 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.

                                       15
<PAGE>

                  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.

         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


                                       16
<PAGE>

(or the Trustee, in the name of and at the expense of the Company) shall mail to
Securityholders  of the Series a notice that states the special record date, the
related payment date and the amount of such interest to be paid. The Company and
the Guarantors may pay defaulted interest in any other lawful manner.

         Section 2.14. Record Date.

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

         Section 2.15. Global Securities.

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

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

                  Except as provided in this Section  2.14.2,  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,

                                       17
<PAGE>

by a nominee of the  Depository  to the  Depository  or  another  nominee of the
Depository or by the Depository or any such nominee to a successor Depository or
a nominee of such a successor Depository."

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

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

                  2.15.6.  Consents,   Declaration  and  Directions.  Except  as
provided in Section 2.14.5, 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  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.

                                       18
<PAGE>

                  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;

                  (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;

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

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

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

                  (f) 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.

                                       19
<PAGE>

                  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.

                                  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,

                                       20
<PAGE>

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 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.

                                       21
<PAGE>

                                   ARTICLE V.
                                   SUCCESSORS

         Section 5.1. When Company May Merge, Etc.

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

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

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

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

         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

                                       22
<PAGE>

         (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

                  (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:

                                       23
<PAGE>

                           (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.

         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,

                                       24
<PAGE>

                           (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.

         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.

                                       25
<PAGE>

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

         Section 6.4. Trustee May File Proofs of Claim.

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

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

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

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

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

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

                  All rights of action and claims  under this  Indenture  or the
Securities may be prosecuted and enforced by the Trustee  without the possession
of any of the  Securities or the production  thereof in any proceeding  relating
thereto,  and any such proceeding  instituted by the 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,

                                       26
<PAGE>


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

                  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.

                                       27
<PAGE>

         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 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

                                       28
<PAGE>

                  (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 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

                                       29
<PAGE>

         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.

                  (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

                                       30
<PAGE>

         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 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.

                                       31
<PAGE>

                  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 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.

                                       32
<PAGE>

                  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.

                  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.

                                       33
<PAGE>
                  If the Trustee  with respect to the  Securities  of any one or
more  Series  fails to comply  with  Section  7.10,  any  Securityholder  of the
applicable  Series,  who has been a Securityholder  for at least six months, may
petition any court of competent  jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

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

         Section 7.9. Successor Trustee by Merger, etc.

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

         Section 7.10. Eligibility; Disqualification.

                  This  Indenture  shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1),  (2) and (5). The Trustee shall always have a
combined  capital and surplus of at least  $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

                                       34
<PAGE>

                           (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

                                    (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


                                       35
<PAGE>

         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.

                  (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:

                                       36
<PAGE>

                  (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
         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

                                       37
<PAGE>

                  (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  (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;

                                       38
<PAGE>

                  (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.

                  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

                                       39
<PAGE>

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

         Section 9.2. With Consent of Holders.

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

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

         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

                                       40
<PAGE>

         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.

         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

                                       41
<PAGE>

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.

                  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

                                       42
<PAGE>

Business Days after being  deposited in the mail,  postage  prepaid,  if mailed;
when receipt acknowledged, if telecopied; and the next Business Day after timely
delivery to the courier, if sent by overnight air courier  guaranteeing next day
delivery.

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

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

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

         Section 10.3. Communication by Holders with Other Holders.

                  Securityholders of any Series may communicate  pursuant to TIA
ss.  312(b) with other  Securityholders  of that Series or any other Series with
respect to their rights under this Indenture or the Securities of that Series or
all Series. The Company,  the 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;

                                       43
<PAGE>

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

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

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

         Section 10.6. Rules by Trustee and Agents.

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

         Section 10.7. Legal Holidays.

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

         Section 10.8. No 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.

                                       44
<PAGE>

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

         Section 10.12. Successors.

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

         Section 10.13. Severability.

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

         Section 10.14. Table of Contents, Headings, Etc.

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

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

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

                                       45
<PAGE>

apply in determining the equivalent principal amount in respect of Securities of
a Series  denominated  in currency  other than  Dollars in  connection  with any
action taken by Holders of Securities pursuant to the terms of this Indenture.

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

         Section 10.16. Judgment Currency.

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

                                       46
<PAGE>

"optional  sinking fund  payment." If provided for by the terms of Securities of
any  Series,  the cash  amount of any  sinking  fund  payment  may be subject to
reduction  as provided in Section  11.2.  Each  sinking  fund  payment  shall be
applied to the  redemption  of  Securities  of any Series as provided for by the
terms of the Securities of such Series.

         Section 11.2. Satisfaction of Sinking Fund Payments with Securities.

                  The  Company  may, in  satisfaction  of all or any part of any
sinking fund payment  with  respect to the  Securities  of any Series to be made
pursuant to the terms of such Securities (1) deliver  outstanding  Securities of
such Series to which such sinking fund payment is applicable  (other than any of
such Securities previously called for mandatory sinking fund redemption) and (2)
apply as credit  Securities of such Series to which such sinking fund payment is
applicable  and which have been  redeemed  either at the election of the Company
pursuant  to the terms of such  Series of  Securities  (except  pursuant  to any
mandatory sinking fund) or through the application of permitted optional sinking
fund  payments  or other  optional  redemptions  pursuant  to the  terms of such
Securities,  provided that such Securities have not been previously so credited.
Such  Securities  shall be received by the Trustee,  together  with an Officers'
Certificate  with respect  thereto,  not later than 15 days prior to the date on
which the Trustee begins the process of selecting Securities for redemption, and
shall be credited for such purpose by the Trustee at the price specified in such
Securities for redemption  through  operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly. If as a result of the
delivery  or credit of  Securities  in lieu of cash  payments  pursuant  to this
Section 11.2,  the principal  amount of Securities of such Series to be redeemed
in order to exhaust the aforesaid cash payment shall be less than $100,000,  the
Trustee  need not call  Securities  of such Series for  redemption,  except upon
receipt of a Company  Order  that such  action be taken,  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

                                       47
<PAGE>

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
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

                                       48
<PAGE>

other  proceeding)  of any other Person;  (d) demand,  protest and notice of any
kind including but not limited to notice of the existence, creation or incurring
of any  new or  additional  Indebtedness  or  obligation  or of  any  action  or
non-action on the part of such Guarantor,  the Company, any Benefited Party, any
creditor  of such  Guarantor,  the  Company  or on the part of any other  Person
whomsoever in connection with any Indebtedness or obligations hereby guaranteed;
(e) any  defense  based upon an  election  of  remedies  by a  Benefited  Party,
including but not limited to an election to proceed  against such  Guarantor for
reimbursement;  (f) any  defense  based  upon any  statute  or rule of law which
provides that the obligation of a surety must be neither larger in amount nor in
other  respects  more  burdensome  than that of the  principal;  (g) any defense
arising because of a Benefited  Party's election,  in any proceeding  instituted
under Bankruptcy Law, of the application of 11 U.S.C. Section 1111(b)(2); or (h)
any defense  based on any  borrowing  or grant of a security  interest  under 11
U.S.C.  Section  364.  Each  Guarantor  hereby  covenants  that  its  Subsidiary
Guarantee  will  not  be  discharged  except  by  complete  performance  of  the
obligations contained in its Subsidiary Guarantee and this Indenture.

                  If any  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

                                       49
<PAGE>

accepting the benefits  hereof,  confirms its intention  that, in the event of a
bankruptcy,  reorganization  or other  similar  proceeding of the Company or any
Guarantor in which concurrent claims are made upon such Guarantor hereunder,  to
the extent such claims will not be fully  satisfied,  each such  claimant with a
valid  claim  against the  Company  shall be entitled to a ratable  share of all
payments  by such  Guarantor  in  respect  of such  concurrent  claims.  For all
purposes of this Section 12.2, Senior Debt shall be deemed to have been incurred
prior  to the  incurrence  of  the  obligations  in  respect  of the  Subsidiary
Guarantees.

                                 ARTICLE XIII.
                                  Subordination

         Section 13.1. Agreement to Subordinate.

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

         Section 13.2. Liquidation; Dissolution; Bankruptcy.

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

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

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

         Section 13.3. Default on Designated Senior Debt.

                  The Company may not make any payment or  distribution  upon or
in respect of the Securities,  including,  without limitation, by way of set-off
or otherwise, or redeem (or make a

                                       50
<PAGE>

deposit in redemption of),  defease or acquire any of the Securities,  for cash,
properties or securities if:

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

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

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

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

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

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

         Section 13.4. Acceleration of Securities.

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

         Section 13.5. When Distribution Must be Paid Over.

                  In the event that the Trustee or any  Securityholder  receives
from the Company any payment of any  Obligations  with respect to the Securities
at a time when the Trustee or such  Securityholder,  as  applicable,  has actual
knowledge that such payment is prohibited by Section

                                       51
<PAGE>

13.02  or 13.03  hereof,  such  payment  shall  be held by the  Trustee  or such
Securityholder in trust for the benefit of, and shall be paid forthwith over and
delivered upon written request to, the holders of Senior Debt of the Company, as
their interests may appear, or their Representative under the indenture or other
agreement  (if any)  pursuant to which  Senior Debt of the Company may have been
issued, as their respective interests may appear, for application to the payment
of all Obligations  with respect to Senior Debt of the Company  remaining unpaid
to the extent necessary to pay such Obligations in full in accordance with their
terms,  after giving effect to any concurrent  payment or distribution to or for
the holders of Senior Debt of the Company.

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

         Section 13.6. Notice By Company.

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

         Section 13.7. Subrogation.

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

         Section 13.8. Relative Rights.

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

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

                                       52
<PAGE>

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

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

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

         Section 13.9. Subordination May Not Be Impaired by Company.

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

         Section 13.10. Distribution or Notice to Representative.

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

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

         Section 13.11. Rights of Trustee and Paying Agent.

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

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

                                       53
<PAGE>

         Section 13.12. Authorization to Effect Subordination.

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

         Section 13.13. Amendments.

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

         Section 13.14. Subordination of Subsidiary Guarantees.

                  Each  Guarantor,  the  Trustee,  and  each  Securityholder  by
accepting a Security agrees,  that the  indebtedness  and obligations  under the
Subsidiary  Guarantees  (a) rank  pari  passu  with the  guarantees  of the 1996
Securities  provided  under the 1996  Indenture,  (b) rank pari  passu  with the
guarantees of the 1997 Securities  provided under the 1997 Indenture and (c) are
subordinated  in right of payment,  to the extent and in the manner  provided in
this Article 13, to the prior payment in full, in cash, of all Obligations  with
respect to Senior Debt of such Guarantor (whether outstanding on the date hereof
or  hereafter  created,   incurred,   assumed  or  guaranteed),   and  that  the
subordination  is for  the  benefit  of the  holders  of  Senior  Debt  of  such
Guarantor.

         Section 13.15. Liquidation; Dissolution; Bankruptcy of a Guarantor.

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

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

                           (2) until all Obligations with respect to Senior Debt
                  of such  Guarantor (as provided in  subsection  (1) above) are
                  paid in full in cash, any payment or distribution to which the
                  Trustee or any  Securityholder  would be entitled but for


                                       54
<PAGE>

                  this  Article  shall be made to holders of Senior Debt of such
                  Guarantor, as their interests may appear.

         Section 13.16. Default on Senior Debt of the Guarantor.

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

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

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

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

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

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

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

         Section 13.17. Acceleration of Securities; Duties of Guarantors.

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

         Section 13.18. When Distribution from Guarantor Must Be Paid Over.

                                       55
<PAGE>

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

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

         Section 13.19. Notice by a Guarantor.

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

         Section 13.20. Subrogation with Respect to Any Guarantor.

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

         Section 13.21. Relative Rights with Respect to Any Guarantor.

                                       56
<PAGE>

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

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

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

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

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

         Section 13.22. Subordination May Not Be Impaired By Any Guarantor.

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

         Section 13.23. Distribution or Notice to Representative with Respect to
Any Guarantor.

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

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

         Section  13.24.  Rights of Trustee and Paying Agent with Respect to Any
Guarantor.

                  Notwithstanding the provisions of this Article 13 or any other
provision of this Indenture,  the Trustee shall not be charged with knowledge of
the  existence  of any facts that would  prohibit  the making of any  payment or
distribution  by the Trustee,  and the Trustee and the

                                       57
<PAGE>

Paying Agent may continue to make payments on the Securities, unless the Trustee
shall have  received at its  Corporate  Trust  Office at least one  Business Day
prior  to the  date  of  such  payment  a  Payment  Blockage  Notice.  Only  the
Representative  of holders of Designated Senior Debt may give a Payment Blockage
Notice.  Nothing in this  Article 13 shall impair the claims of, or payments to,
the Trustee under or pursuant to Section 7.7 hereof.

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

         Section 13.25.  Authorization to Effect  Subordination  with Respect to
Any Guarantor.

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

         Section 13.26. Amendments with Respect to Any Guarantor.

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

         Section 13.27. Limitation of Guarantor's Liability.

                  Each Guarantor and, by its acceptance  hereof, the Trustee and
each Securityholder  hereby confirm that it is its intention that the Subsidiary
Guarantee of such Guarantor not  constitute a fraudulent  transfer or conveyance
for purposes of the Bankruptcy Law, the Uniform  Fraudulent  Conveyance Act, the
Uniform  Fraudulent  Transfer  Act or any  similar  federal  or state law to the
extent  applicable to any  Subsidiary  Guarantee.  To  effectuate  the foregoing
intention,  each such person hereby  irrevocably  agrees that the  obligation of
such  Guarantor  under its Subsidiary  Guarantee  under this Article 13 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  13,  result in the  obligations  of such  Guarantor  in respect of such
maximum amount not  constituting a fraudulent  transfer or conveyance under said
laws.  The Trustee and each  Securityholder  by accepting  the benefits  hereof,
confirms its intention  that, in the event of a  bankruptcy,  reorganization  or
other similar  proceeding  of the Company or any  Guarantor in which  concurrent
claims are made upon such  Guarantor  hereunder,  to the extent such claims will
not be fully  satisfied,  each such  claimant  with a valid  claim  against  the
Company shall be entitled to a ratable

                                       58
<PAGE>

share of all payments by such  Guarantor in respect of such  concurrent  claims.
For all purposes of this Section 13.27, Senior Debt shall be deemed to have been
incurred prior to the incurrence of the obligations in respect of the Subsidiary
Guarantees.


                                       59
<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:



                                       60