Exhibit 4.1


 


Execution Version


 




 





 


IRON MOUNTAIN INCORPORATED


 


THE GUARANTORS NAMED HEREIN


 


AND


 


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


as Trustee


 


8 3/8% Senior Subordinated Notes due 2021


 


EIGHTH SUPPLEMENTAL
INDENTURE


 


Dated as of August 10,
2009


 


TO


 


SENIOR SUBORDINATED
INDENTURE


 


Dated as of December 30,
2002


 




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1. DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.1.

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2. FORM AND TERMS OF THE NOTES

  	
  17

  
	
   

  	
   

  	
   

  
	
  Section 2.1.

  	
  Form and
  Dating

  	
  17

  
	
  Section 2.2.

  	
  Execution
  and Authentication

  	
  18

  
	
  Section 2.3.

  	
  Depository
  and Paying Agent for Notes

  	
  18

  
	
  Section 2.4.

  	
  Transfer
  and Exchange of Notes

  	
  18

  
	
  Section 2.5.

  	
  Redemption

  	
  20

  
	
  Section 2.6.

  	
  Covenants

  	
  23

  
	
   

  	
  (a)

  	
  Restricted
  Payments

  	
  22

  
	
   

  	
  (b)

  	
  Incurrence
  of Indebtedness and Issuance of Preferred Stock

  	
  25

  
	
   

  	
  (c)

  	
  Liens

  	
  27

  
	
   

  	
  (d)

  	
  Dividend
  and Other Payment Restrictions Affecting Restricted Subsidiaries

  	
  27

  
	
   

  	
  (e)

  	
  Transactions
  with Affiliates

  	
  29

  
	
   

  	
  (f)

  	
  Certain
  Senior Subordinated Debt

  	
  30

  
	
   

  	
  (g)

  	
  Additional
  Subsidiary Guarantees

  	
  30

  
	
   

  	
  (h)

  	
  Designation
  of Unrestricted Subsidiaries

  	
  31

  
	
   

  	
  (i)

  	
  Limitation
  on Sale and Leaseback Transactions

  	
  32

  
	
   

  	
  (j)

  	
  Asset
  Sales

  	
  32

  
	
   

  	
  (k)

  	
  Change
  of Control Offer

  	
  34

  
	
   

  	
  (l)

  	
  Changes
  in Covenants When Notes Rated Investment Grade

  	
  36

  
	
  Section 2.7.

  	
  Subsidiary
  Guarantees

  	
  36

  
	
  Section 2.8.

  	
  Legal
  Defeasance and Covenant Defeasance

  	
  37

  
	
  Section 2.9.

  	
  Subordination

  	
  37

  
	
  Section 2.10

  	
  Amend,
  Restate and Replace Provision Regarding Reports

  	
  37

  
	
  Section 2.11.

  	
  Events
  of Default

  	
  37

  
	
  Section 2.12.

  	
  Amend,
  Restate and Replace Provision Regarding Personal Liability

  	
  38

  
	
  Section 2.13.

  	
  Amend,
  Restate and Replace Provision Regarding Successors

  	
  38

  
	
  Section 2.14.

  	
  Amend,
  Restate and Replace Provision Regarding Redemption

  	
  39

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3. MISCELLANEOUS

  	
  39

  
	
   

  	
   

  	
   

  
	
  Section 3.1.

  	
  Effect
  of Headings

  	
  39

  
	
  Section 3.2.

  	
  Successors
  and Assigns

  	
  39

  
	
  Section 3.3.

  	
  Separability
  Clause

  	
  40

  
	
  Section 3.4.

  	
  Governing
  Law

  	
  40

  
	
  Section 3.5.

  	
  Eighth Supplement to Supersede Indenture

  	
  40

  



 


	
  EXHIBITS

  	
   

  
	
  Exhibit A

  	
  FORM OF
  NOTE

  
	
  Exhibit B

  	
  FORM OF
  SUPPLEMENTAL INDENTURE

  



 

















 


THIS
EIGHTH SUPPLEMENTAL INDENTURE, dated as of August 10, 2009 (“Eighth Supplemental Indenture”), is by and
between IRON MOUNTAIN INCORPORATED, a Delaware corporation (the “Company”), having its principal office at
745 Atlantic Avenue, Boston, Massachusetts 02111, the Guarantors signatory
hereto, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking
association, as trustee (the “Trustee”),
having its principal corporate trust office at 222 Berkeley Street, 2nd Floor, Boston, Massachusetts  02116.


 


WITNESSETH:


 


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


 


WHEREAS,
the issuance and sale of up to $550,000,000 aggregate principal amount of a
series of the Company’s Securities (the “Notes”)
have been authorized by resolutions adopted by the Board of Directors of the
Company on August 4, 2009 and by the unanimous written consent of the
Executive Committee of the Board of Directors of the Company on August 4,
2009;


 


WHEREAS,
the Company desires to issue and sell $550,000,000 aggregate principal amount
of the Notes on the date hereof;


 


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


 


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


 


ARTICLE 1.



DEFINITIONS


 


Section 1.1. Definitions.  All of the terms used in this Eighth
Supplemental Indenture that are defined in the Indenture shall have the
meanings specified in the Indenture, unless otherwise defined herein (in which
case they shall have the meanings defined herein for the purposes of the
Indenture as well as for the Eighth Supplemental Indenture) or unless the
context otherwise requires, and for the purposes of this Eighth Supplemental
Indenture, the following terms have the meanings set forth in this Section:


 


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


 


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


 


(2)           Indebtedness encumbering any asset acquired by such
specified Person.


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


“Additional Notes” means such amount of the
Company’s 8 3/8% Senior Subordinated Notes
due 2021 (other than the Initial Notes) as the Company may issue from time to
time under this Eighth Supplemental Indenture in accordance with Section 2.2
hereof as part of the same series as the Initial Notes.


 


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


 


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


 


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


 


2

















 


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


 


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


 


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


 


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


 


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


 


“Cash Equivalents” means:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


4

















 


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


 


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


 


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


 


(i)            amortization of debt
discount;


 


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


 


(iii)          the interest portion of any
deferred payment obligation;


 


(iv)          amortization of debt
issuance costs; and


 


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


 


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


 


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


 


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


 


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


 


“Credit Agreement” means that certain
Credit Agreement, dated as of April 16, 2007, as amended, among the
Company, the lenders party thereto and the Credit Agent, including any related
notes, Guarantees, collateral documents, instruments and agreements executed in
connection therewith, and, in each case, as amended, restated, supplemented,
modified, renewed, refunded, increased, extended, replaced in any manner
(whether upon or after termination or otherwise) or refinanced (including by
means of sales of debt securities to institutional investors) in whole or in
part from time to time.


 


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


 


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


 


5

















 


(1)           Consolidated Interest Expense for such period; plus


 


(2)           Consolidated Income Tax Expense for such period;
plus


 


(3)           Consolidated Non-Cash Charges for such period.


 


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


 


“Equity Proceeds” means:


 


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


 


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


 


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


 


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


 


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


 


“Hedging Obligations” means, with respect
to any specified Person, the obligations of such Person under:


 


(1)           interest rate swap
agreements (whether from fixed to floating or from floating to fixed), interest
rate cap agreements and interest rate collar agreements;


 


(2)           other agreements or
arrangements designed to manage interest rates or interest rate risk; and


 


(3)           other agreements or
arrangements designed to protect such Person against fluctuations in currency
exchange rates or commodity prices.


 


“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:


 


(1)           every obligation of such
Person for money borrowed;


 


(2)           every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments;


 


6

















 


(3)           every reimbursement
obligation of such Person with respect to letters of credit, bankers’
acceptances or similar facilities issued for the account of such Person;


 


(4)           every obligation of such
Person issued or assumed as the deferred purchase price of property or
services;


 


(5)           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;


 


(6)           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);


 


(7)           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


 


(8)           every obligation of the type
referred to in clauses (1) through (7) 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 the 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 shall 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. Indebtedness shall be calculated without giving effect to the effects of
Statement of Financial Accounting Standards No. 133 and related
interpretations to the extent such effects would otherwise increase or decrease
an amount of Indebtedness for any purpose under the Indenture as a result of
accounting for any embedded derivatives created by the terms of such
Indebtedness.


 


“Initial Notes” means the first
$550,000,000 aggregate principal amount of 8 3/8% Senior Subordinated Notes due 2021 that are issued under this Eighth
Supplemental Indenture, as amended or supplemented from time to time pursuant
to the Indenture.


 


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


 


7

















 


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


 


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


 


(2)           Adjusted EBITDA, after giving pro forma effect,
without duplication, to


 


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


 


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


 


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


 


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


 


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


 


(1) the
present value of the remaining principal, premium and interest payments that
would be payable with respect to such Note if such Note were redeemed on August 15,
2014 computed using a discount rate equal to the Treasury Rate plus 75 basis
points, over


 


(2) the
outstanding principal amount of such Note.


 


‘‘Make-Whole Average Life’’ means, with
respect to any date of redemption of Notes, the number of years (calculated to
the nearest one-twelfth) from such redemption date to August 15, 2014.


 


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


 


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


 


(2)           the redemption price of such Note on August 15,
2014.


 


“Market Price” means:


 


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


 


8

















 


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


 


The
closing price for each day shall be:


 


(1)           if such Equity Interests are then listed or admitted
to trading on the New York Stock Exchange, the closing price on the NYSE
Consolidated Tape (or any successor consolidated tape reporting transactions on
the New York Stock Exchange) or, if such composite tape shall not be in use or
shall not report transactions in such Equity Interests, or if such Equity
Interests shall be listed on a stock exchange other than the New York Stock
Exchange (including for this purpose the Nasdaq Global Market), the last
reported sale price regular way for such day, or in case no such reported sale
takes place on such day, the average of the closing bid and asked prices
regular way for such day, in each case on the principal national securities
exchange on which such Equity Interests are listed or admitted to trading
(which shall be the national securities exchange on which the greatest number
of such Equity Interests have been traded during such 20 consecutive trading
days); or


 


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


 


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


 


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


 


(2)           the sum of:


 


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


 


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


 


9
















 


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


 


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


 


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


 


“Officers’ Certificate” means a certificate
signed, unless otherwise specified, by any two of the Chairman of the Board, a
Vice Chairman of the Board, the Chief Executive Officer and President, the
Chief Financial Officer, the Controller, or an Executive Vice President of the
Company, and delivered to the Trustee.


 


“Permitted Investments” means:


 


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


 


(2)           any Investments in Cash Equivalents;


 


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


 


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


 


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


 


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


 


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


 


10

















 


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


 


“Permitted Liens” means:


 


(1)           Liens existing as of the date of issuance of the
Notes;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(10)         Liens for taxes, assessments, government charges or
claims with respect to amounts not yet delinquent or that are being contested
in good faith by 


 


11

















 


appropriate
proceedings diligently conducted, if a reserve or other appropriate provision,
if any, as is required in conformity with GAAP has been made therefor;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Qualified Issuer” means:


 


(1)           any lender party to the Credit Agreement; or


 


(2)           any commercial bank:


 


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


 


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


 


12

















 


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


 


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


 


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


 


(2)           such Refinancing Indebtedness shall have a Weighted
Average Life to Maturity equal to or greater than the Weighted Average Life to
Maturity of the Indebtedness so repaid, redeemed, defeased, extended,
refinanced, renewed, replaced or refunded or shall mature after the maturity
date of the Notes;


 


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


 


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


 


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


 


“Restricted Subsidiary” means:


 


(1)           each direct or indirect Subsidiary of the Company
existing on the date of the Indenture (other than Iron Mountain South America
Ltd., Iron Mountain Mexico, S.A. de R.L. de C.V., Iron Mountain India Holdings,
IM Australia Holdings Pty 


 


13

















 


Ltd.,
IM New Zealand Holdings ULC, Iron Mountain Asia Pacific Holdings Limited, Iron
Mountain Assurance Corporation, Mountain West Palm Real Estate, Inc. and
Upper Providence Venture I, L.P. and their respective direct and indirect
Subsidiaries, and all direct and indirect Subsidiaries of Iron Mountain Europe
(Group) Limited (other than IME, Iron Mountain (UK) Limited and Iron Mountain
Secure Shredding Ltd.) and IRMT Cyprus Finance Limited); and


 


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


 


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


 


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


 


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


 


“Senior Debt” means:


 


(1)           the Senior Bank Debt; and


 


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


 


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


 


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


 


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


 


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


 


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


 


(3)           any trade payables; or


 


14

















 


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


 


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


 


“Unrestricted Subsidiary” means:


 


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


 


(2)           any Subsidiary of an Unrestricted Subsidiary.


 


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


 


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


 


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


 


(2)           the then outstanding principal amount of such
Indebtedness.


 


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


 


15

















 


“1996 Indenture Date” means October 1,
1996.


 


“1999 Indenture Date” means April 26, 1999.


 


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


 


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


 


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


 


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


 


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


 


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


 


“8% Notes due 2020” means the Company’s 8%  Senior Subordinated Notes due 2020 issued
pursuant to the Indenture.


 


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


 


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


 


(b)           Other
Definitions.


 


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


 


	
  Term

  	
   

  	
  Defined in Section

  
	
   

  	
   

  	
   

  
	
  “Affiliate
  Transaction”

  	
   

  	
   

  	
  2.6(e)

  	
   

  
	
  “Asset
  Sale”

  	
   

  	
   

  	
  2.6(j)

  	
   

  
	
  “Asset
  Sale Offer”

  	
   

  	
   

  	
  2.6(j)

  	
   

  
	
  “Authentication
  Order”

  	
   

  	
   

  	
  2.2

  	
   

  
	
  “CDS”

  	
   

  	
   

  	
  2.4(g)(2)

  	
   

  
	
  “Change
  of Control Offer”

  	
   

  	
   

  	
  2.6(k)

  	
   

  
	
  “Change
  of Control Payment”

  	
   

  	
   

  	
  2.6(k)

  	
   

  
	
  “Change
  of Control Payment Date”

  	
   

  	
   

  	
  2.6(k)

  	
   

  
	
  “Commencement
  Date”

  	
   

  	
   

  	
  2.6(j)

  	
   

  
	
  “Company”

  	
   

  	
   

  	
  Preamble

  	
   

  
	
  “Eighth
  Supplemental Indenture”

  	
   

  	
   

  	
  Preamble

  	
   

  
	
  “Excess
  Proceeds”

  	
   

  	
   

  	
  2.6(j)

  	
   

  
	
  “Indenture”

  	
   

  	
   

  	
  Recitals

  	
   

  
	
  “Offer
  Amount”

  	
   

  	
   

  	
  2.5

  	
   

  
	
  “Offer
  Period”

  	
   

  	
   

  	
  2.5

  	
   

  
	
  “Previously
  Issued Notes”

  	
   

  	
   

  	
  2.16

  	
   

  
	
  “Purchase
  Date”

  	
   

  	
   

  	
  2.5

  	
   

  
	
  “Required
  Consent”

  	
   

  	
   

  	
  2.16

  	
   

  
	
  “Restricted
  Payments”

  	
   

  	
   

  	
  2.6(a)

  	
   

  
	
  “Trustee”

  	
   

  	
   

  	
  Preamble

  	
   

  



 


16

















 


ARTICLE 2.



FORM AND TERMS OF THE NOTES


 


Section 2.1. Form and
Dating.


 


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


 


The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of the Eighth Supplemental Indenture and the
Indenture, and the Company, the Guarantors and the Trustee, by their execution
and delivery of the Eighth Supplemental Indenture and the Indenture (or in the
case of any Guarantor that becomes such after the date hereof, a supplemental
indenture pursuant to Section 2.6(g) of this Eighth Supplemental
Indenture (Section 4.14 of the Indenture)), expressly agree to such terms
and provisions and to be bound thereby. 
However, to the extent any provision of any Note conflicts with the
express provisions of the Indenture (as supplemented by this Eighth
Supplemental Indenture), the provisions of the Indenture shall govern and be
controlling.


 


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


 


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


 


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


 


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


 


17

















 


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


 


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


 


Section 2.2.          Execution and
Authentication.


 


The
Trustee shall, upon a written order of the Company signed by an Officer,
authenticate up to $550,000,000 aggregate principal amount of Initial Notes and
such amount of Additional Notes as the Company may issue from time to time.


 


Section 2.3.          Depository and Paying Agent
for Notes.


 


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


 


Section 2.4.          Transfer and Exchange of
Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


18

















 


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


 


(ii) the Company at its sole discretion, notifies the Trustee in
writing that it elects to cause the issuance of Definitive Notes under the
Eighth Supplemental Indenture and the Indenture, then the Company shall
execute, and the Trustee shall, upon receipt of an authentication order in
accordance with Section 2.2 hereof, authenticate and deliver, Definitive
Notes in an aggregate principal amount equal to the principal amount of the
Global Notes in exchange for such Global Notes.


 


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


 


(f)            General Provisions Relating to
Transfers and Exchanges.  


 


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


 


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


 


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


 


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


 


19

















 


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


 


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


 


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


 


Section 2.5.          Redemption.  With respect to the Notes issued under this
Eighth Supplemental Indenture, the following Sections supplement Article III
of the Indenture:


 


§
3.7.       Optional
Redemption.


 


Prior
to August 15, 2014, the Notes shall be subject to redemption at any time
at the option of the Company, in whole or in part, upon not less than 10 nor
more than 60 days’ notice, at the Make-Whole Price, plus accrued and unpaid
interest to but excluding the applicable redemption date. On and after August 15,
2014, the Notes will be subject to redemption at any time at the option of the
Company, in whole or in part, upon not less than 10 nor more than 60 days’
notice, at the redemption price (expressed as percentages of principal amount)
set forth below, plus accrued and unpaid interest to but excluding the
applicable redemption date, if redeemed during the 12-month period beginning on
August 15 of the years indicated below:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2014

  	
   

  	
  104.188

  	
  %

  
	
  2015

  	
   

  	
  102.792

  	
  %

  
	
  2016

  	
   

  	
  101.396

  	
  %

  
	
  2017 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


Notwithstanding
the foregoing, at any time prior to August 15, 2012 the Company may on any
one or more occasions redeem the Notes at a redemption price of 108.375% of the
principal amount thereof, plus accrued and unpaid interest, and Liquidated
Damages, if any, to the redemption date, with the net cash proceeds of one or
more Qualified Equity Offerings; provided
that:


 


(1)           at least $357.5 million in aggregate principal
amount of the Notes (including any Additional Notes) issued under the Indenture
remains outstanding immediately after the occurrence of such redemption
(excluding Notes held by the Company or any of its subsidiaries); and


 


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


 


20

















 


§
3.8.       Mandatory
Redemption.


 


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


 


§
3.9        Asset Sale
Offers.


 


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


 


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


 


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


 


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


 


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


 


(2)           the Offer Amount, the purchase price and the
Purchase Date;


 


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


 


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


 


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


 


(6)           that Holders shall be entitled to withdraw their
election if the Company, depositary or Paying Agent, as the case may be,
receives, not later than the close of business on the Business Day preceding
the termination of the Offer Period, a facsimile transmission or letter setting
forth the name of the Holder, the principal 


 


21

















 


amount
of the Note the Holder delivered for purchase and a statement that such Holder
is withdrawing such Holder’s election to have the Note purchased;


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 2.6.          Additional Covenants.


 


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


 


22

















 


  (a)         Restricted Payments.


 


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


 


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


 


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


 


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


 


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


 


unless,
at the time of such Restricted Payment:


 


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


 


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


 


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


 


23

















 


The
foregoing provisions will not prohibit:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


If
an Investment results in the making of a Restricted Payment, the aggregate
amount of all Restricted Payments deemed to have been made as calculated under
the foregoing provision shall be reduced by the amount of any net reduction in
such Investment (resulting from the payment of interest or dividends, loan
repayment, transfer of assets or otherwise) to the extent such net reduction is
not included in the Company’s EBITDA; provided,
however, that the total amount by
which the aggregate amount of 


 


24
















 


all
Restricted Payments may be reduced may not exceed the lesser of (a) the
cash proceeds received by the Company and its Restricted Subsidiaries in
connection with such net reduction and (b) the initial amount of such
Investment.  In addition, for the avoidance
of doubt and to avoid double counting, if an Investment results in the making
of a Restricted Payment, then the subsequent assignment, contribution,
distribution or other transfer of such Investment by the Company or any
Restricted Subsidiary of the Company to any Excluded Restricted Subsidiary or
Unrestricted Subsidiary shall not be considered a new Investment or Restricted
Payment and shall not further reduce the amount that would otherwise be
available for Restricted Payments under clause (iii) of the first
paragraph of this Section.


 


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


 


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


 


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


 


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


 


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


 


The
Board of Directors may designate a Restricted Subsidiary to be an Unrestricted
Subsidiary in compliance with Section 4.15 of the Indenture.  Upon such designation, all outstanding
Investments by the Company and its Restricted Subsidiaries (except to the
extent repaid in cash) in the Subsidiary so designated will be deemed to be
Restricted Payments made at the time of such designation and will reduce the
amount available for Restricted Payments under the first paragraph of this Section 4.8.  Such designation will only be permitted if
such Restricted Payment would be permitted at such time and if such Restricted
Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.


 


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


 


§4.9.  Incurrence of Indebtedness and Issuance of
Preferred Stock.  The Company shall not, and shall not permit
any of its Restricted Subsidiaries to, directly or indirectly, create, incur,
issue, assume, guaranty or otherwise become directly or indirectly liable with
respect to (collectively, “incur”) any Indebtedness (including Acquired Debt)
and the Company shall not permit any of its Restricted 


 


25

















 


Subsidiaries
to issue any shares of preferred stock; provided,
however, that the Company may incur Indebtedness and may permit a
Restricted Subsidiary to incur Indebtedness if at the time of such incurrence
and after giving effect thereto the Leverage Ratio would be less than 6.5 to
1.0.


 


The
foregoing limitations shall not apply to:


 


(1)           the incurrence by the Company or any Restricted
Subsidiary of Senior Bank Debt in an aggregate amount not to exceed
$790.0 million at any one time outstanding;


 


(2)           the issuance by the Restricted Subsidiaries of
Subsidiary Guarantees;


 


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


 


(4)           the issuance by the Company of the Notes;


 


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


 


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


 


(7)           Hedging Obligations that are incurred in the
ordinary course of business, provided,
in the case of Hedging Obligations with respect to Indebtedness, that such
Indebtedness is permitted to be outstanding by the terms of the Indenture;


 


(8)           the incurrence by the Company and its Restricted
Subsidiaries of Indebtedness arising out of letters of credit, performance
bonds, surety bonds and bankers’ acceptances incurred in the ordinary course of
business up to an aggregate of $5.0 million at any one time outstanding;


 


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


 


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


 


(11)         the incurrence by the Company or any of its
Restricted Subsidiaries of additional Indebtedness in an aggregate principal
amount (or accreted value, as applicable) at any time outstanding, including
all permitted Refinancing Indebtedness incurred to renew, refund, refinance,
replace, defease or discharge any Indebtedness incurred pursuant to this clause
(11), not to exceed $50.0 million.


 


26

















 


For
purposes of determining compliance with this Section 4.9, for the
avoidance of doubt, in the event that an item of Indebtedness meets the
criteria of more than one of the categories of permitted debt described in
clauses (1) through (11) above, or is entitled to be incurred pursuant to
the first paragraph of this Section 4.9, the Company will be permitted to
classify such item of Indebtedness on the date of its incurrence, or later
reclassify all or a portion of such item of Indebtedness, in any manner that
complies with this Section 4.9. The accrual of interest or preferred stock
dividends, the accretion or amortization of original issue discount, the
payment of interest on any Indebtedness in the form of additional Indebtedness
with the same terms, the reclassification of preferred stock as Indebtedness
due to a change in accounting principles, and the payment of dividends on
preferred stock or Disqualified Stock in the form of additional shares of the
same class of preferred stock or Disqualified Stock will not be deemed to be an
incurrence of Indebtedness or an issuance of preferred stock or Disqualified
Stock for purposes of this Section 4.9; provided, in each such case, that
the amount thereof is included in the Consolidated Interest Expense of the
Company as accrued. For purposes of determining compliance with any U.S.
dollar-denominated restriction on the incurrence of Indebtedness, the U.S.
dollar-equivalent principal amount of Indebtedness denominated in a foreign
currency shall be utilized, calculated based on the relevant currency exchange
rate in effect on the date such Indebtedness was incurred. Notwithstanding any
other provision of this Section 4.9, the maximum amount of Indebtedness
that the Company or any of its Restricted Subsidiaries may incur pursuant to
this Section 4.9 shall not be deemed to be exceeded solely as a result of
fluctuations in exchange rates or currency values.


 


The
amount of any Indebtedness outstanding as of any date will be:


 


(1)           the accreted value of the Indebtedness, in the case
of any Indebtedness issued with original issue discount;


 


(2)           the principal amount of the
Indebtedness, in the case of any other Indebtedness; and


 


(3)           in respect of Indebtedness of another Person secured
by a Lien on the assets of the specified Person, the lesser of:


 


(i)            the fair market value of such assets at the date of
determination; and


 


(ii)           the amount of the Indebtedness of the other Person.


 


  (c)         Liens.


 


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


 


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


 


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


 


27

















 


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


 


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


 


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


 


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


 


(1)           Existing Indebtedness;


 


(2)           the Credit Agreement as in effect as of the date of
the Indenture, and any amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancing thereof,
provided that such amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings are no more
restrictive in the aggregate with respect to such dividend and other payment
restrictions than those contained in the Credit Agreement as in effect on the
date of the Indenture;


 


(3)           the Indenture and the Notes;


 


(4)           applicable law, including, for the avoidance of
doubt, any applicable rule, regulation or order;


 


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


 


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


 


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


 


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


 


(9)           any agreement or instrument governing Indebtedness
of an Excluded Restricted Subsidiary provided that (i) at the time such
agreement or instrument is entered 


 


28

















 


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


 


(10)         agreements governing other Indebtedness permitted to
be incurred under the provisions of Section 4.9 and any amendments,
restatements, modifications, renewals, supplements, refundings, replacements or
refinancings of those agreements; provided
that the restrictions therein are not materially more restrictive, taken as a
whole, than those contained in the Indenture, the Notes and the Subsidiary
Guarantees.


 


  (e)         Transactions with Affiliates.


 


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


 


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


 


(2)           the Company delivers to the Trustee:


 


(i)            with respect to any
Affiliate Transaction involving aggregate payments in excess of
$5.0 million, a resolution of the Board of Directors set forth in an
Officers’ Certificate certifying that such Affiliate Transaction complies with
clause (1) above and such Affiliate Transaction is approved by a
majority of the disinterested members of the Board of Directors; and


 


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


 


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


 


29

















 


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


 


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


 


(3)           transactions permitted by the provisions of Section 4.8
of the Indenture; and


 


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


 


The
provisions set forth in clause (2) above shall not apply to sales of
inventory by the Company or any Restricted Subsidiary to any Affiliate in the
ordinary course of business.  The
provisions of clause (2) (ii) above shall not apply to loans or
advances to the Company or any Restricted Subsidiary from, or equity investments
in the Company or any Restricted Subsidiary by, any Affiliate to the extent
permitted by the provisions of Section 4.9 of the Indenture.


 


  (f)          Certain Senior Subordinated Debt.


 


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


 


  (g)         Additional Subsidiary Guarantees.


 


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


 


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


 


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


 


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


 


(3)           such Restricted Subsidiary, or any Person formed by
or surviving any such consolidation (or amalgamation) or merger, would be
permitted to incur, 


 


30

















 


immediately
after giving effect to such transaction, at least $1.00 of additional
Indebtedness pursuant to the test set forth in the first paragraph of Section 4.9
of the Indenture.


 


In
the event of:


 


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


 


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


 


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


 


then
such Restricted Subsidiary (in the event of a sale or other disposition, by way
of such a merger, consolidation (or amalgamation) or otherwise, of all of the
capital stock of such Restricted Subsidiary or in the event of the designation
of such Restricted Subsidiary as an Unrestricted Subsidiary) or the Person
acquiring the property (in the event of a sale or other disposition of all of
the assets of such Restricted Subsidiary) will be released and relieved of any
obligations under its Subsidiary Guarantee, provided that the Net Proceeds of
such sale or other disposition are applied in accordance with the applicable
provisions of Section 4.17 of the Indenture.


 


  (h)         Designation of Unrestricted
Subsidiaries.


 


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


 


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


 


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


 


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


 


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


 


(5)           neither the Company nor any Restricted Subsidiary
has any obligation to subscribe for additional shares of Capital Stock or other
Equity Interests in such Subsidiary, or to maintain or preserve such Subsidiary’s
financial condition or to cause such 


 


31

















 


Subsidiary
to achieve certain levels of operating results other than as permitted under Section 4.8
of the Indenture.


 


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


 


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


 


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


 


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


 


  (i)          Limitation on Sale and Leaseback
Transactions.


 


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


 


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


 


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


 


  (j)          Asset Sales.


 


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


 


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


 


(2)           issue or sell Equity Interests of any of its
Restricted Subsidiaries


 


32

















 


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


 


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


 


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


 


provided, however, that the amount of:


 


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


 


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


 


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


 


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


 


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


 


(1)           to permanently reduce Senior Debt; or


 


(2)           to an investment in a Restricted Subsidiary or in another
business or capital expenditure or other long-term/tangible assets, in each
case, in the same line of business as the Company or any of its Restricted
Subsidiaries was engaged in on 


 


33

















 


the
date of the Eighth Supplemental Indenture or in businesses similar or
reasonably related thereto.


 


Pending
the final application of any such Net Proceeds, the Company may temporarily
reduce Senior Bank Debt or otherwise invest such Net Proceeds in any manner
that is not prohibited by the Indenture. 
Any Net Proceeds from such Asset Sale that are not applied or invested
as provided in the first sentence of this paragraph will be deemed to
constitute “Excess Proceeds.”  When the
aggregate amount of Excess Proceeds exceeds $10.0 million, the Company
shall make an offer to all Holders of the Notes, all holders of the 71/2% Notes, the 85/8% Notes, the 71/4% Notes, the 73/4% Notes, the 65/8% Notes,  the 83/4% Notes, the 8% Notes due
2018, the 8% Notes due 2020 and the 63/4% Notes and the holders of
any future Indebtedness ranking pari
passu with the Notes, which Indebtedness contains similar provisions
requiring the Company to repurchase such Indebtedness (an “Asset Sale Offer”),
to purchase the maximum principal amount of Notes and such other Indebtedness
that may be purchased out of the Excess Proceeds, at an offer price in cash in
an amount equal to 100% of the principal amount thereof plus accrued and unpaid
interest, if any, to the date of purchase, in accordance with the procedures
set forth in the Indenture.  To the
extent that the aggregate amount of Notes and other pari passu Indebtedness (the 71/2% Notes, the 85/8% Notes, the 71/4% Notes, the 73/4% Notes, the 65/8% Notes,  the 83/4% Notes, the 8% Notes due
2018, the 8% Notes due 2020 and the 63/4% Notes) tendered pursuant
to an Asset Sale Offer is less than the Excess Proceeds, the Company may use
any remaining Excess Proceeds for general corporate purposes.  If the aggregate principal amount of Notes
and such other Indebtedness surrendered by Holders thereof exceeds the amount
of Excess Proceeds, the Trustee shall select the Notes and such other
Indebtedness to be purchased on a pro
rata basis. Upon completion of such offer to purchase, the amount of
Excess Proceeds shall be reset at zero.


 


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


 


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


 


  (k)         Change of Control Offer.


 


§
4.18.     Change of
Control Offer.


 


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


 


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


 


34

















 


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


 


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


 


(3)           that any Note not tendered shall continue to accrue
interest;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


35

















 


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


 


The
Company shall not be required to make a Change of Control Offer upon a Change
of Control if a third party makes the Change of Control Offer in the manner, at
the times and otherwise in compliance with the requirements set forth in this Section 4.18
applicable to a Change of Control Offer made by the Company and purchases all
Notes properly tendered and not withdrawn under the Change of Control
Offer.  Notwithstanding anything to the
contrary contained in the Indenture, a Change of Control Offer may be made in
advance of a Change of Control, conditioned upon the consummation of such
Change of Control, if a definitive agreement is in place for the Change of
Control at the time the Change of Control Offer is made.


 


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


 


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


 


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


 


(1)           at least two of the following events occur:


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 2.7.          Subsidiary Guarantees.


 


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


 


36

















 


Section 2.8.          Legal Defeasance and
Covenant Defeasance.


 


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


 


Section 2.9.          Subordination.


 


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


 


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


 


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


 


§
4.2.       Reports.


 


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


 


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


 


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


 


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


 


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


 


Section 2.11.        Events of Default.


 


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


 


37

















 


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


 


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


 


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


 


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


 


Section 2.13.        Amend, Restate and Replace
Provision Regarding Successors.


 


With
respect to the Notes issued under this Eighth Supplemental Indenture, Section 5.1
of the Indenture is amended, restated and replaced in its entirety by the
following:


 


§
5.1.       Mergers,
Consolidations or Sale of Assets.


 


The
Company may not consolidate or merge with or into (whether or not the Company
is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of its properties or assets in one or more
related transactions, to another Person unless:


 


(1)           either (i) the Company
is the surviving corporation or (ii) the Person formed by or surviving any
such consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made is a corporation organized or existing under the laws of the United
States, any state thereof or the District of Columbia (provided that, if such entity is not a
corporation, a co-obligor of the Notes is a corporation organized or existing
under the laws of the United States, any state thereof or the District of
Columbia);


 


(2)           the Person formed by or
surviving any such consolidation or merger (if other than the Company) or the
Person to which such sale, assignment, transfer, lease, conveyance or other
disposition shall have been made assumes all the obligations of the Company
under the Securities of a Series, the supplemental indentures applicable to
such Series and the Indenture (pursuant to a supplemental indenture in a
form reasonably satisfactory to the Trustee);


 


(3)           immediately after such
transaction no Default or Event of Default exists;


 


(4)           the Company or any Person
formed by or surviving any such consolidation or merger, or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made, will, at the time of such transaction and after giving pro forma effect thereto, be permitted to
incur at least $1.00 of additional Indebtedness pursuant to the test set forth
in the applicable supplemental indenture, if any, without regard to any
enumerated exceptions; and


 


(5)           the Company (or the Person
formed by or surviving any such consolidation or merger or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made) shall have delivered an Officers’ Certificate and an Opinion of Counsel,
both stating that such consolidation, merger or transfer and such supplemental
indenture complies with the Indenture.


 


38

















 


This
Section 5.1 will not apply to any sale, assignment, transfer, conveyance,
lease or other disposition of assets between or among the Company and its
Restricted Subsidiaries. Clauses (3) and (4) of the first paragraph
of this Section 5.1 will not apply to (i) any merger or consolidation
of the Company with or into one of its Restricted Subsidiaries for any purpose
or (ii) with or into an Affiliate solely for the purpose of
reincorporating the Company in another jurisdiction in the United States.


 


Section 2.14.        Amend, Restate and Replace
Provision Regarding Redemption.


 


With
respect to the Notes issued under this Eighth Supplemental Indenture, Section 3.2
of the Indenture is amended, restated and replaced in its entirety by the
following:


 


§
3.2.       Selection of
Securities to be Redeemed.


 


If
less than all of the Notes are to be redeemed at any time, the Trustee shall
select the Notes to be redeemed among the applicable Holders on a pro rata basis (or, in the case of Notes
issued in global form as discussed in Section 2.1(c), based on a method
that most nearly approximates a pro rata
selection as the Trustee deems fair and appropriate) unless otherwise required
by law or applicable stock exchange or depositary requirements, provided that no Securities of $2,000 or
less shall be redeemed in part.


 


The
Trustee shall promptly notify the Company in writing of the Notes selected for
redemption and, in the case of any Note selected for partial redemption, the
principal amount thereof to be redeemed. Notes and portions of Notes selected
shall be in amounts of $2,000 or whole multiples of $1,000; except that if all
of the Notes of a Holder are to be redeemed, the entire outstanding amount of
Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed.
Except as provided in the preceding sentence, provisions of this Indenture that
apply to Notes called for redemption also apply to portions of Notes called for
redemption.


 


ARTICLE 3.



MISCELLANEOUS


 


Section 3.1.          Effect of Headings.


 


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


 


Section 3.2.          Successors and Assigns.


 


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


 


39

















 


Section 3.3.          Separability Clause.


 


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


 


Section 3.4.          Governing Law.


 


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


 


Section 3.5.          Eighth Supplement to
Supersede Indenture.


 


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


 


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


 


40
















 


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


 


 


	
   

  	
  IRON
  MOUNTAIN INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John P. Lawrence

  
	
   

  	
   

  	
  Name:
  John P. Lawrence

  
	
   

  	
   

  	
  Title:
  Senior Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IRON MOUNTAIN FULFILLMENT SERVICES, INC.

  
	
   

  	
  IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT,
  INC.

  
	
   

  	
  IRON MOUNTAIN GLOBAL, INC.

  
	
   

  	
  IRON MOUNTAIN GOVERNMENT SERVICES INCORPORATED

  
	
   

  	
  IRON MOUNTAIN INFORMATION MANAGEMENT, INC.

  
	
   

  	
  MOUNTAIN REAL ESTATE ASSETS, INC.

  
	
   

  	
  MOUNTAIN RESERVE III, INC.

  
	
   

  	
  TREELINE SERVICES CORPORATION

  
	
   

  	
  NETTLEBED ACQUISITION CORP.

  
	
   

  	
  STRATIFY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John P. Lawrence

  
	
   

  	
   

  	
  Name:
  John P. Lawrence

  
	
   

  	
   

  	
  Title:
  Senior Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IRON
  MOUNTAIN GLOBAL LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Iron
  Mountain Global, Inc., its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  John P. Lawrence

  
	
   

  	
   

  	
   

  	
  Name:
  John P. Lawrence

  
	
   

  	
   

  	
   

  	
  Title: Senior Vice President and Treasurer

  
					



 

















 


	
   

  	
  IRON
  MOUNTAIN STATUTORY TRUST - 1998

  
	
   

  	
   

  
	
   

  	
  By:

  	
  U.S.
  BANK NATIONAL ASSOCIATION, not individually but as Owner Trustee under that
  certain Amended and Restated Owner Trust Agreement dated as of October 1,
  1998, as amended

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Susan Freedman

  
	
   

  	
   

  	
   

  	
  Name:  Susan Freedman

  
	
   

  	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IRON
  MOUNTAIN STATUTORY TRUST - 1999

  
	
   

  	
   

  
	
   

  	
  By:

  	
  U.S.
  BANK NATIONAL ASSOCIATION, not individually but as Owner Trustee under that
  certain Owner Trust Agreement dated as of July 1, 1999, as amended

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Susan Freedman

  
	
   

  	
   

  	
   

  	
  Name:  Susan Freedman

  
	
   

  	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IRON
  MOUNTAIN STATUTORY TRUST - 2001

  
	
   

  	
   

  
	
   

  	
  By:

  	
  U.S.
  BANK NATIONAL ASSOCIATION, not individually but as Owner Trustee under that
  certain Owner Trust Agreement dated as of May 22, 2001, as amended

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Susan Freedman

  
	
   

  	
   

  	
   

  	
  Name:  Susan Freedman

  
	
   

  	
   

  	
   

  	
  Title:  Vice President

  



 

















 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Vaneta Bernard

  
	
   

  	
   

  	
  Name:  Vaneta Bernard

  
	
   

  	
   

  	
  Title:  Vice President

  



 

















 


EXHIBIT A


 


FORM OF NOTES


 


[Face of Note]

8 3/8% Senior Subordinated Notes
due 2021


 


	
  ISIN
  No.: US46284PAM68

  	
  $[    ]

  
	
  CUSIP No.: 46284P AM6

  	
   

  



 


IRON MOUNTAIN INCORPORATED


 


promises to pay to CEDE &
Co. or registered assigns, the principal sum of $[    ]
Dollars on August 15, 2021.


 


Interest Payment Dates:  February 15 and August 15


 


Record Dates:  February 1 and August 1


 


Dated:  August 10, 2009


 


 


	
   

  	
  IRON
  MOUNTAIN INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title

  



 


(SEAL)


This
is one of the Notes

referred to in the within-

mentioned Indenture:




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


as
Trustee


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  



 


A-1

















 


8 3/8%
Senior Subordinated Notes due 2021


 


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


 


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


 


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


 


1.             INTEREST. Iron Mountain
Incorporated, a Delaware corporation (the “Company”),
promises to pay interest on the principal amount of this Note at 8 3/8% per annum from August 10, 2009 until August 15,
2021.  The Company shall pay interest,
semi-annually in arrears on February 15 and August 15 of each year,
or if any such day is not a Business Day, on the next succeeding Business Day
(each an “Interest Payment Date”).  Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that
if there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be February 15,
2010.  The Company shall pay interest
(including post-petition interest to the extent allowed in any proceeding under
any Bankruptcy Law) on overdue principal from time to time on demand at a rate
equal to the per annum rate on the Notes then in effect; it shall pay interest
(including post-petition interest to the extent allowed in any proceeding under
any Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful.  Interest will be computed
on the basis of a 360-day year of twelve 30-day months.


 


2.             METHOD OF PAYMENT.  The Company will pay principal, premium, if
any, and interest on the Notes in money of the United States that at the time
of payment is legal tender 


 


A-2

















 


for
payment of public and private debts. The Company, however, may pay principal,
premium, if any, and interest by check payable in such money. It may mail an
interest check to a Holder’s registered address.


 


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


 


4.             INDENTURE.  The Company issued the Notes under an
Indenture dated as of December 30, 2002 (the “Base
Indenture”) as supplemented by an Eighth Supplemental Indenture
dated as of August 10, 2009 (the “Eighth Supplemental
Indenture” and, together with the Base Indenture, the “Indenture”)
among the Company, the Guarantors and the Trustee. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections
77aaa-77bbbb). The Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The
Notes issued under the Indenture are subordinated unsecured obligations of the
Company limited to $550,000,000 in aggregate principal amount.


 


5.             OPTIONAL
REDEMPTION.


 


Prior to August 15,
2014, the Notes will be subject to redemption at any time at the option of the
Company, in whole or in part, upon not less than 10 nor more than 60 days’
notice, at the Make-Whole Price, plus accrued and unpaid interest to but
excluding the applicable redemption date. On and after August 15, 2014,
the Notes will be subject to redemption at any time at the option of the
Company, in whole or in part, upon not less than 10 nor more than 60 days’
notice, at the redemption price (expressed as percentages of principal amount)
set forth below, plus accrued and unpaid interest to but excluding the
applicable redemption date, if redeemed during the 12-month period beginning on
August 15 of the years indicated below:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2014

  	
   

  	
  104.188

  	
  %

  
	
  2015

  	
   

  	
  102.792

  	
  %

  
	
  2016

  	
   

  	
  101.396

  	
  %

  
	
  2017 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


Notwithstanding the
foregoing, at any time prior to August 15, 2012 the Company may on any one
or more occasions redeem the Notes at a redemption price of 108.375% of the
principal amount thereof, plus accrued and unpaid interest to the redemption
date, with the net cash proceeds of one or more Qualified Equity Offerings; provided that: (i) at least $357.5 million in the
aggregate principal amount of the Notes (including any Additional Notes) issued
under the Indenture remains outstanding immediately after the occurrence of
such redemption (excluding 


 


A-3

















 


Notes
held by the Company or any of its Subsidiaries); and (ii) the redemption
must occur within six months of the date of the closing of any such Qualified
Equity Offering.


 


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


 


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


 


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


 


8.             REPURCHASE AT OPTION OF HOLDER.  This Note is subject to purchase at the
option of the Holder upon the circumstances set forth in Sections 3.9, 4.17 and
4.18 of the Indenture.


 


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


 


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


 


11.           PERSONS DEEMED OWNERS.  The registered Holder of a Note may be
treated as its owner for all purposes.


 


12.           AMENDMENT, SUPPLEMENT AND WAIVER. Subject to
certain exceptions, the Indenture with respect to the Notes or the Notes may be
amended or supplemented with the written 


 


A-4

















 


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


 


13.           DEFAULTS AND REMEDIES.  An Event of Default with respect to the Notes
occurs upon the occurrence of any of the following events: the default for 30
days in the payment when due of interest on the Notes (whether or not
prohibited by the subordination provisions of the Indenture); the default in
payment when due of the principal of or premium, if any, on the Notes (whether
or not prohibited by the subordination provisions of the Indenture); the
failure by the Company to comply with Section 4.18 of the Indenture; the
failure by the Company or any Guarantor for 60 days after written notice from
the Trustee or Holders of not less than 25% of the aggregate principal amount
of the Notes (including Additional Notes, if any) outstanding to comply with
any of its other agreements in the Indenture, Notes or the Subsidiary
Guarantees; the default under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of
its Restricted Subsidiaries) whether such Indebtedness or guarantee exists on
the date of the Indenture or is created thereafter, if: (i) such default
results in the acceleration of such Indebtedness prior to its express maturity
or shall constitute a default in the payment of such Indebtedness at final
maturity of such Indebtedness and (ii) the principal amount of any such
Indebtedness that has been accelerated or not paid at maturity, when added to
the aggregate principal amount of all other such Indebtedness that has been
accelerated or not paid at maturity, exceeds $10.0 million; the failure by the
Company or any of its Restricted Subsidiaries to pay final judgments
aggregating in excess of $10.0 million, which judgments remain unpaid,
undischarged or unstayed for a period of 60 days; certain events of bankruptcy
or insolvency with respect to the Company or any of its Restricted Subsidiaries
that is a Significant Subsidiary; or except as permitted by the Indenture or
the Subsidiary Guarantees, any Subsidiary Guarantee issued by a Restricted
Subsidiary shall be held in any judicial proceeding to be unenforceable or
invalid or shall cease for any reason to be in full force and effect, or any
Restricted Subsidiary or any Person acting on behalf of any Restricted
Subsidiary shall deny or disaffirm in writing its obligations under its
Subsidiary Guarantee.


 


If any Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes (including Additional Notes, if
any) may declare all the Notes to be due and payable immediately; provided, however, that if any Obligation with respect to
Senior Bank Debt is outstanding pursuant to the Credit Agreement upon a
declaration of acceleration of the Notes, the principal, premium, if any, and
interest on the Notes will not be payable until the earlier of: (1) the
day which is five business days after written notice of acceleration is
received by the Company and the Credit Agent or (2) the date of
acceleration of 


 


A-5

















 


the
Indebtedness under the Credit Agreement. Notwithstanding the foregoing, in the
case of an Event of Default arising from certain events of bankruptcy or
insolvency with respect to the Company or any Restricted Subsidiary that is a
Significant Subsidiary, the principal of, and premium, if any, and any accrued
and unpaid interest on all outstanding Notes will become due and payable
without further action or notice. In the event of a declaration of acceleration
of the Notes because an Event of Default has occurred and is continuing as a
result of the acceleration of any Indebtedness described in Section 6.1(e) of
the Indenture, the declaration of acceleration of the Notes shall be
automatically annulled if the holders of any Indebtedness described in such
section have rescinded the declaration of acceleration in respect of such
Indebtedness within 30 days from the date of such declaration and if: (1) the
annulment of the acceleration of the Notes would not conflict with any judgment
or decree of a competent jurisdiction and (2) all existing Events of
Default, except non-payment of principal or interest on the Notes that became
due solely because of the acceleration of the Notes, have been cured or waived.


 


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


 


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


 


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


 


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


 


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


 


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


 


A-6

















 


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


 


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


 


Iron Mountain Incorporated

745 Atlantic Avenue

Boston, Massachusetts 02111

Attention:  Chief Financial Officer


 


A-7

















 


ASSIGNMENT FORM


 


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

  
	
   

  
	
   

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

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

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

  
	
   

  	
   

  
	
  and irrevocably appoint

  	
   

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

  	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Your Signature:

  	
   

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

  	
   

  
						



 


A-8

















 


OPTION OF HOLDER TO ELECT
PURCHASE


 


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


 


o            Section 4.17


 


o            Section 4.18


 


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


 


 


	
  Date:

  	
   

  	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
   

  	
   

  	
  (Sign
  exactly as your name appears on the Note)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Tax
  Identification No.:

  	
   

  
						



 


A-9

















 


SCHEDULE OF EXCHANGES OF
NOTES*


 


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


 


	
  Date of Exchange

  	
   

  	
  Amount of 

  decrease in 

  Principal Amount 

  of this Global Note

  	
   

  	
  Amount of 

  increase in 

  Principal Amount 

  of this Global Note

  	
   

  	
  Principal Amount of 

  this Global Note

  following such 

  decrease (or 

  increase)

  	
   

  	
  Signature of 

  authorized office

  of Trustee or

  Service Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






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


 


A-10

















 


EXHIBIT B


 


FORM OF SUPPLEMENTAL
INDENTURE

TO BE DELIVERED BY FUTURE GUARANTORS


 


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


 


W I T N E S S E T H


 


WHEREAS, the Company has
heretofore executed and delivered to the Trustee an indenture, dated as of December 30,
2002, as supplemented by the Eighth Supplemental Indenture, dated as of August 10,
2009 (the indenture, as so supplemented, the “Indenture”)
providing for the issuance of an aggregate principal amount of up to
$550,000,000 of 8 3/8% Senior Subordinated Notes
due 2021 (the “Notes”);


 


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


 


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


 


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


 


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


 


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


 


3.             EXECUTION AND DELIVERY OF
SUBSIDIARY GUARANTEES.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Dated: 
                              ,
20    


 


	
   

  	
  [GUARANTEEING
  SUBSIDIARY]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [COMPANY]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [TRUSTEE],

  
	
   

  	
    as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 


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