<Page>

                                                                     EXHIBIT 4.7

                           IRON MOUNTAIN INCORPORATED


                          SENIOR SUBORDINATED INDENTURE

                          Dated as of December 30, 2002


                              THE BANK OF NEW YORK,

                                   as Trustee

<Page>

                           IRON MOUNTAIN INCORPORATED

         Reconciliation and tie between Trust Indenture Act of 1939 and
                    Indenture, dated as of December 30, 2002
<Table>
<S>                                                                                          <C>
Section 310(a)(1) ......................................................................     7.10
(a)(2)            ......................................................................     7.10
(a)(3)            ......................................................................     Not Applicable
(a)(4)            ......................................................................     Not Applicable
(a)(5)            ......................................................................     7.10
(b)               ......................................................................     7.10
Section 310(c)    ......................................................................     Not Applicable
Section 311(a)    ......................................................................     7.11
(b)               ......................................................................     7.11
(c)               ......................................................................     Not Applicable
Section 312(a)    ......................................................................     2.6
(b)               ......................................................................     10.3
(c)               ......................................................................     10.3
Section 313(a)    ......................................................................     7.6
(b)(1)            ......................................................................     7.6
(b)(2)            ......................................................................     7.6
(c)               ......................................................................     10.2
(c)(1)            ......................................................................     7.6
(c)(2)            ......................................................................     7.6
(c)(3)            ......................................................................     7.6
(d)               ......................................................................     7.6
Section 314(a)    ......................................................................     4.2, 4.3, 10.5
(b)               ......................................................................     Not Applicable
(c)(1)            ......................................................................     10.4
(c)(2)            ......................................................................     10.4
(c)(3)            ......................................................................     Not Applicable
(d)               ......................................................................     Not Applicable
(e)               ......................................................................     10.5
(f)               ......................................................................     Not Applicable
Section 315(a)    ......................................................................     7.1(b)
(b)               ......................................................................     7.5
(c)               ......................................................................     7.1
(d)               ......................................................................     7.1
(e)               ......................................................................     6.14
Section 316(a)    ......................................................................     2.10
(a)(1)(A)         ......................................................................     6.12
(a)(1)(B)         ......................................................................     6.13
(b)               ......................................................................     6.8
Section 316(c)    ......................................................................     2.14
Section 317(a)(1) ......................................................................     6.3
</Table>

<Page>

<Table>
<S>                                                                                          <C>
(a)(2)            ......................................................................     6.4
(b)               ......................................................................     2.5
Section 318(a)    ......................................................................     10.1
(b)               ......................................................................     Not Applicable
(c)               ......................................................................     Not Applicable
</Table>

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

<Page>

               Senior Subordinated Indenture dated as of December 30, 2002 among
Iron Mountain Incorporated, a Pennsylvania corporation ("Company"), the
guarantors party hereto and The Bank of New York, a New York banking
corporation, as Trustee ("Trustee").

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

                                   ARTICLE I.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

          Section 1.1.   DEFINITIONS

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

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

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

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

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

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

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

               "Business Day" means, unless otherwise provided by Board
Resolution, Officers' Certificate or supplemental indenture hereto for a
particular Series, any day except a Saturday,

<Page>

Sunday or a legal holiday in The City of New York or at a place of payment on
which banking institutions are authorized or required by law, regulation or
executive order to close.

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

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

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

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

               "Corporate Trust Office" means the principal office of the
Trustee at which at any time its corporate trust business shall be administered,
which office at the date hereof is located at 101 Barclay Street, Floor 8 West,
New York, New York 10286, Attention: Corporate Trust Administration, or such
other address as the Trustee may designate from time to time by notice to the
Holders and the Company, or the principal corporate trust office of any
successor Trustee (or such other address as a successor Trustee may designate
from time to time by notice to the Holders and the Company).

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

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

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

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

                                       -2-
<Page>

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

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

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

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

               "Existing Senior Subordinated Securities" means the 8 1/8% Notes,
the 8 1/4% Notes, the 8 3/4% Notes, the 8 5/8% Notes and the 9 1/8% Notes.

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

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

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

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

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

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

                                       -3-
<Page>

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

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

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

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

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

               "Obligations" means any principal, interest (including
post-petition interest, whether or not allowed as a claim in any proceeding),
penalties, fees, costs, expenses,

                                       -4-
<Page>

indemnifications, reimbursements, damages and other liabilities payable under or
in connection with any Indebtedness.

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

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

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

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

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

               "Representative" means, for purposes of Article 13, the Credit
Agent or other agent, trustee or representative for any Senior Debt of the
Company or a Guarantor, as the case may be.

               "Responsible Officer" means, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is
referred because of such person's knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

               "Restricted Subsidiary" shall have the meaning set forth in the
applicable supplemental indenture as to each Series of Securities. If not
defined in the applicable supplemental indenture, then there shall be no
Restricted Subsidiaries as to such Series.

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

               "SEC" means the United States Securities and Exchange Commission.

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

                                       -5-
<Page>

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

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

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

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

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

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

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

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

               "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) as in effect on the date of this Indenture; PROVIDED,
HOWEVER, that in the event the Trust Indenture Act of 1939 is amended after such
date, "TIA" means, to the extent required by any such amendment, the Trust
Indenture Act as so amended.

                                       -6-
<Page>

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

               "8 1/8% NOTES" means Canada Company's 8 1/8% Senior Notes due
2008 issued pursuant to the Indenture dated as of April 7, 1998, by and among
Iron Mountain Canada Corporation, as issuer, the Company and The Bank of New
York, as trustee.

               "8 1/4% NOTES" means the Company's 8 1/4% Senior Subordinated
Notes due 2011 issued pursuant to the Indenture dated April 26, 1999, by and
among the Company, certain of its subsidiaries and The Bank of New York, as
trustee.

               "8 3/4% NOTES" means the Company's Senior Subordinated Notes due
2009 issued pursuant to the Indenture dated October 24, 1997, by and among the
Company, certain of its subsidiaries and The Bank of New York, as trustee.

               "8 5/8% 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 Bank of New York, as trustee.

               "9 1/8% NOTES" means the Company's 9 1/8% Senior Subordinated
Notes due 2007, issued pursuant to the Indenture dated as of July 7, 1997, by
and between the Company, as issuer, and The Bank of New York, as trustee.

          Section 1.2.   OTHER DEFINITIONS.


<Table>
<Caption>
                                                                      DEFINED IN
TERM                                                                   SECTION
----                                                                  ----------
<S>                                                                        <C>
"Bankruptcy Law"                                                             6.1
"Benefited Party"                                                           12.1
"Covenant Defeasance"                                                        8.3
"Custodian"                                                                  6.1
"Event of Default"                                                           6.1
"Guarantor"                                                                 12.1
"Journal"                                                                  10.15
"Judgment Currency"                                                        10.16
"Legal Defeasance"                                                           8.2
"Legal Holiday"                                                             10.7
"mandatory sinking fund payment"                                            11.1
"Market Exchange Rate"                                                     10.15
"New York Banking Day"                                                     10.16
"Non-Monetary Default"                                                      13.3
"optional sinking fund payment"                                             11.1
"Paying Agent"                                                               2.4
</Table>

                                       -7-
<Page>

<Table>
<S>                                                                         <C>
"Payment Blockage Notice"                                                   13.3
"Payment Default"                                                           13.3
"Registrar"                                                                  2.4
"Required Currency"                                                        10.16
"Service Agent"                                                              2.4
"Successor Person"                                                           5.1
</Table>

          Section 1.3.   INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

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

               "Commission" means the SEC.

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

               "indenture security holder" means a Holder or a Securityholder.

               "indenture to be qualified" means this Indenture.

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

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

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

          Section 1.4.   RULES OF CONSTRUCTION.

               Unless the context otherwise requires:

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

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

               (c)       "or" is not exclusive;

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

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

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

                                       -8-
<Page>

                                   ARTICLE II.
                                 THE SECURITIES

          Section 2.1.   ISSUABLE IN SERIES.

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

          Section 2.2.   ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES.

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

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

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

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

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

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

                                       -9-
<Page>

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

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

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

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

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

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

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

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

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

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

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

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

                                      -10-
<Page>

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

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

               2.2.20.   any other terms of the Securities of the Series (which
may modify or delete any provision of this Indenture insofar as it applies to
such Series); and

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

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

          Section 2.3.   EXECUTION AND AUTHENTICATION.

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

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

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

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

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

                                      -11-
<Page>

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

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

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

          Section 2.4.   REGISTRAR AND PAYING AGENT.

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

               The Company may also from time to time designate one or more
co-registrars, additional paying agents or additional service agents and may
from time to time rescind such designations; PROVIDED, HOWEVER, that no such
designation or rescission shall in any manner relieve the Company of its
obligations to maintain a Registrar, Paying Agent and Service Agent in each
place so specified pursuant to Section 2.2 for Securities of any Series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the name or address of any such
co-registrar, additional paying agent or additional service agent. The term
"Registrar" includes any co-registrar; the term "Paying Agent" includes any
additional paying agent; and the term "Service Agent" includes any additional
service agent. The Company or any Guarantor may act as Paying Agent, Registrar
or

                                      -12-
<Page>

Service Agent. The Company shall enter into an appropriate agency agreement
with any Agent not a party to this Indenture, which shall be subject to any
obligations imposed by the provisions of the TIA. The agreement shall implement
the provisions of this Indenture that relate to such Agent.

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

          Section 2.5.   PAYING AGENT TO HOLD MONEY IN TRUST.

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

          Section 2.6.   SECURITYHOLDER LISTS.

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

          Section 2.7.   TRANSFER AND EXCHANGE.

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

               Neither the Company nor the Registrar shall be required (a) to
issue, register the transfer of, or exchange Securities of any Series for the
period beginning at the opening of

                                      -13-
<Page>

business fifteen days immediately preceding the mailing of a notice of
redemption of Securities of that Series selected for redemption and ending at
the close of business on the day of such mailing, or (b) to register the
transfer of or exchange Securities of any Series selected, called or being
called for redemption as a whole or the portion being redeemed of any such
Securities selected, called or being called for redemption in part.

          Section 2.8.   MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

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

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

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

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

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

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

          Section 2.9.   OUTSTANDING SECURITIES.

               The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest on a Global Security
effected by the Trustee in accordance with the provisions hereof and those
described in this Section as not outstanding.

                                      -14-
<Page>

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

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

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

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

          Section 2.10.  TREASURY SECURITIES.

               In determining whether the Holders of the required principal
amount of Securities of a Series have concurred in any request, demand,
authorization, direction, notice, consent or waiver, Securities of a Series
owned by the Company or an Affiliate shall be disregarded, except that for the
purposes of determining whether the Trustee shall be protected in relying on any
such request, demand, authorization, direction, notice, consent or waiver, only
Securities of a Series that a Responsible Officer of the Trustee actually knows
are so owned shall be so disregarded. Notwithstanding the foregoing, Securities
of a Series that are to be acquired by the Company, any Guarantor, any
Subsidiary of the Company or any Guarantor or an Affiliate of the Company or any
Guarantor pursuant to an exchange offer, tender offer or other agreement shall
not be deemed to be owned by the Company, such Guarantor, a Subsidiary of the
Company or such Guarantor or an Affiliate of the Company or such Guarantor until
legal title to such Securities passes to the Company, such Guarantor, such
Subsidiary or such Affiliate, as the case may be.

          Section 2.11.  TEMPORARY SECURITIES.

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

          Section 2.12.  CANCELLATION.

               The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to

                                      -15-
<Page>

them for registration of transfer, exchange or payment. The Trustee shall cancel
all Securities surrendered for transfer, exchange, payment, replacement or
cancellation and shall dispose of such canceled Securities (subject to the
record retention requirement of the Exchange Act) in accordance with the
Trustee's customary practice. The Company may not issue new Securities to
replace Securities that it has paid or delivered to the Trustee for
cancellation.

          Section 2.13.  DEFAULTED INTEREST.

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

          Section 2.14.  RECORD DATE.

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

          Section 2.15.  GLOBAL SECURITIES.

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

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

                                      -16-
<Page>

in an aggregate principal amount equal to the principal amount of the Global
Security with like tenor and terms.

               Except as provided in this Section 2.15.2, a Global Security may
not be transferred except as a whole by the Depository with respect to such
Global Security to a nominee of such Depository, by a nominee of such Depository
to such Depository or another nominee of such Depository or by the Depository or
any such nominee to a successor Depository or a nominee of such a successor
Depository.

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

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

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

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

               2.15.6.   CONSENTS, DECLARATION AND DIRECTIONS. Except as
provided in Section 2.15.5, the Company, the Trustee and any Agent shall treat a
Person as the Holder of such principal amount of outstanding Securities of such
Series represented by a Global Security as shall be specified in a written
statement of the Depository with respect to such Global Security, for purposes
of obtaining any consents, declarations, waivers or directions required to be
given by the Holders pursuant to this Indenture.

          Section 2.16.  CUSIP NUMBERS.

               The Company in issuing the Securities may use "CUSIP" numbers (if
then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; PROVIDED that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the CUSIP number.

                                      -17-
<Page>

                                  ARTICLE III.
                                   REDEMPTION

          Section 3.1.   NOTICE TO TRUSTEE.

               The Company may, with respect to any Series of Securities,
reserve the right to redeem and pay the Series of Securities or may covenant to
redeem and pay the Series of Securities or any part thereof prior to the Stated
Maturity thereof at such time and on such terms as provided for in such
Securities. If a Series of Securities is redeemable and the Company wants or is
obligated to redeem prior to the Stated Maturity thereof all or part of the
Series of Securities pursuant to the terms of such Securities, it shall notify
the Trustee of the redemption date and the principal amount of Series of
Securities to be redeemed. The Company shall give the notice at least 45 days
before the redemption date (or such shorter notice as may be acceptable to the
Trustee), which notice shall be in the form of an Officers' Certificate setting
forth (i) the Section of this Indenture pursuant to which the redemption shall
occur, (ii) the redemption date, (iii) the principal amount of Securities of a
Series to be redeemed and (iv) the redemption price.

          Section 3.2.   SELECTION OF SECURITIES TO BE REDEEMED.

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

               The Trustee shall promptly notify the Company in writing of the
Securities of the Series selected for redemption and, in the case of any
Security selected for partial redemption, the principal amount thereof to be
redeemed. Securities and portions of Securities selected shall be in amounts of
$1,000 or whole multiples of $1,000; except that if all of the Securities of a
Holder are to be redeemed, the entire outstanding amount of Securities 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
Securities of a Series called for redemption also apply to portions of
Securities of that Series called for redemption.

          Section 3.3.   NOTICE OF REDEMPTION.

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

                                      -18-
<Page>

               The notice shall identify the Securities of the Series to be
redeemed (including the CUSIP numbers, if any) and shall state:

               (a)       the redemption date;

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

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

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

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

               (f)       that, unless the Company defaults in the making of such
          redemption payment, interest on Securities of the Series called for
          redemption ceases to accrue on and after the redemption date; and

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

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

          Section 3.4.   EFFECT OF NOTICE OF REDEMPTION.

               Once notice of redemption is mailed or published as provided in
Section 3.3, Securities of a Series called for redemption become due and payable
on the redemption date and at the redemption price. A notice of redemption may
not be conditional. On and after the redemption date, unless the Company
defaults in the payment of the redemption price, interest will cease to accrue
on the Securities of a Series called for called for redemption and all rights of
Holders with respect to such Securities will terminate except for the right to
receive payment of the redemption price upon surrender for redemption. Upon
surrender to the Paying Agent, such Securities shall be paid at the redemption
price plus accrued interest to but excluding the redemption date.

          Section 3.5.   DEPOSIT OF REDEMPTION PRICE.

               Prior to 12:00 noon on the redemption date, the Company shall
deposit with the Paying Agent money sufficient to pay the redemption price of
and accrued interest, if any, on all Securities to be redeemed on that date. If
the Company complies with the provisions of the preceding sentence, on and after
the redemption date, interest shall cease to accrue on the Securities or the
portions of Securities called for redemption, whether or not such Securities are

                                      -19-
<Page>

presented for payment. If any Security called for redemption shall not be so
paid upon surrender for redemption because of the failure of the Company to
comply with the first sentence of this paragraph, interest shall be paid on the
unpaid principal, from the redemption date until such principal is paid, and to
the extent lawful on any interest not paid on such unpaid principal, in each
case at the rate provided with respect to such Security.

          Section 3.6.   SECURITIES REDEEMED IN PART.

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

                                   ARTICLE IV.
                                    COVENANTS

          Section 4.1.   PAYMENT OF PRINCIPAL AND INTEREST.

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

          Section 4.2.   SEC REPORTS.

               Whether or not required by the rules and regulations of the SEC,
so long as any Securities are outstanding, the Company will furnish to the
Holders of Securities (1) all quarterly and annual financial information that
would be required to be contained in a filing with the SEC on Forms 10-Q and
10-K if the Company were required to file such Forms, including a "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and,
with respect to the annual information only, a report thereon by the Company's
certified independent accountants and (2) all financial information that would
be required to be included in a Form 8-K filed with the SEC if the Company were
required to file such reports. In addition, whether or not required by the rules
and regulations of the SEC, the Company will file a copy of all such information
and reports with the SEC for public availability (unless the SEC will not accept
such a filing) and make such information available to investors who request it
in writing. Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to conclusively rely exclusively on Officers' Certificates).

          Section 4.3.   COMPLIANCE CERTIFICATE.

               The Company shall deliver to the Trustee, within 90 days after
the end of each fiscal year of the Company, an Officers' Certificate stating
that a review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his knowledge the Company has

                                      -20-
<Page>

kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions hereof (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he may have knowledge).

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

          Section 4.4.   STAY, EXTENSION AND USURY LAWS.

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

          Section 4.5.   CORPORATE EXISTENCE.

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

          Section 4.6.   TAXES.

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

                                      -21-
<Page>

          Section 4.7.   MAINTENANCE OF OFFICE OR AGENCY.

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

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

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

                                   ARTICLE V.
                                   SUCCESSORS

          Section 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:

               (a)       the Company is the surviving corporation or the Person
          formed by or surviving any such consolidation or merger (if other than
          the Company) or to which such sale, assignment, transfer, lease,
          conveyance or other disposition shall have been made is a corporation
          organized or existing under the laws of the United States, any state
          thereof or the District of Columbia;

               (b)       the Person formed by or surviving any such
          consolidation or merger (if other than the Company) or the Person to
          which such sale, assignment, transfer, lease, conveyance or other
          disposition shall have been made assumes all the obligations of the
          Company under the 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);

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

                                      -22-
<Page>


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

               (e)       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.

          Section 5.2.   SUCCESSOR CORPORATION SUBSTITUTED.

               Upon any consolidation or merger, or any sale, lease, conveyance
or other disposition of all or substantially all of the assets of the Company in
accordance with Section 5.1, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
lease, conveyance or other disposition is made shall succeed to, and be
substituted for (so that from and after the date of such consolidation, merger,
sale, lease, conveyance or other disposition, the provisions of this Indenture
referring to the "COMPANY" shall refer instead to the successor corporation and
not to the Company), and may exercise every right and power of, the Company
under this Indenture with the same effect as if such Successor Person has been
named as the Company herein; PROVIDED, HOWEVER, that the predecessor Company in
the case of a sale, lease, conveyance or other disposition shall not be released
from the obligation to pay the principal of and interest, if any, on the
Securities, except in the case of a sale of all the Company's assets that meets
the requirements of Section 5.1 hereof.

                                   ARTICLE VI.
                              DEFAULTS AND REMEDIES

          Section 6.1.   EVENTS OF DEFAULT.

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

               (a)       default for 30 days in the payment when due of interest
          on  any Security of that Series (whether or not prohibited by the
          subordination provisions of Article XIII of the Indenture);

               (b)       default in payment when due of the principal of or
          premium, if any, on any Security of that Series (whether or not
          prohibited by the subordination provisions in Article XIII of the
          Indenture);

               (c)       failure by the Company to comply with any "Change of
          Control" covenant included in a supplemental indenture with respect to
          any Security of that Series;

                                      -23-
<Page>

               (d)       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 Securities of that Series
          then outstanding to comply with any of its other agreements in the
          Indenture, any supplemental indenture relating to such Series, the
          Securities or the Subsidiary Guarantees (in order to be effective,
          such notice must be in writing, specify the Default, demand that it be
          remedied and state that the notice is a "Notice of Default");

               (e)       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 supplemental
          indenture relating to such Series 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;

               (f)       a final judgment or final judgments for the payment of
          money are entered by a court or courts of competent jurisdiction
          against the Company or any of its Restricted Subsidiaries and such
          judgments remain unpaid, undischarged or unstayed for a period of 60
          days, provided that the aggregate of all such unpaid, undischarged or
          unstayed judgments exceeds $10.0 million;

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

                         (i)    commences a voluntary case,

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

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

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

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

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

                                      -24-
<Page>

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

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

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

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

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

               (i)       except as permitted by the Indenture, any supplemental
          indenture relating to such Series 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; or

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

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

          Section 6.2.   ACCELERATION OF MATURITY.

               If any Event of Default (other than an Event of Default specified
in clauses (g) and (h) of Section 6.1 of the Indenture relating to the Company
or any of its Restricted Subsidiaries that is a Significant Subsidiary) occurs
and is continuing, the Trustee by notice to the Company or the Holders of at
least 25% in principal amount of the then outstanding Securities of a Series by
notice to the Company and the Trustee may declare the unpaid principal of and
any interest on all the Securities of that Series (or, if any Securities of that
Series are Discount Securities, such portion of the principal amount as may be
specified in the terms of such Securities) 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 Securities of a Series, the principal, premium, if any, and interest on
such Securities will not be payable until the earlier of:

               (a)       the day which is five Business Days after written
          notice of acceleration is received by the Company and the Credit Agent
          or

                                      -25-
<Page>

               (b)       the date of acceleration of the Indebtedness under the
          Credit Agreement. If an Event of Default specified in clauses (g) and
          (h) of Section 6.1 of the Indenture with respect to the Company or any
          Restricted Subsidiary that is a Significant Subsidiary occurs, the
          principal of, and premium, if any, and any accrued and unpaid interest
          on all outstanding Securities of that Series will become immediately
          due and payable without further action or notice.

               In the event of a declaration of acceleration of the Securities
of that Series because an Event of Default has occurred and is continuing as a
result of the acceleration of any Indebtedness described in clause (e) of
Section 6.1 of the Indenture, the declaration of acceleration of the Securities
of that Series shall be automatically annulled if the holders of any
Indebtedness described in such clause have rescinded the declaration of
acceleration in respect of such Indebtedness within 30 days from the date of
such declaration and if:

               (a)       the annulment of the acceleration of the Securities of
          that Series would not conflict with any judgment or decree of a
          competent jurisdiction and

               (b)       all existing Events of Default, except non-payment of
          principal or interest on the Securities of that Series that became due
          solely because of the acceleration of such Securities, have been cured
          or waived.

               In the case of any Event of Default occurring by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
with the intention of avoiding payment of any make whole price or premium, as
applicable, that the Company would have had to pay if the Company then had
elected to redeem the Securities of a Series pursuant to the optional redemption
provisions of the Indenture, if any, the applicable make whole price, or an
equivalent premium, as the case may be, shall become and be immediately due and
payable to the extent permitted by law upon the acceleration of the Securities
of that Series.

          Section 6.3.   COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

               The Company covenants that if

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

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

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

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

                                      -26-
<Page>

and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

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

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

          Section 6.4.   TRUSTEE MAY FILE PROOFS OF CLAIM.

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

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

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

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

               Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement,

                                      -27-
<Page>

adjustment or composition affecting the Securities or the rights of any Holder
thereof or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

          Section 6.5.   TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES.

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

          Section 6.6.   APPLICATION OF MONEY COLLECTED.

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

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

               Second: to the holders of Senior Debt of the Company or a
Guarantor, as the case may be, to the extent required by Article XIII hereof;

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

               Fourth: To the Company.

          Section 6.7.   LIMITATION ON SUITS.

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

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

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

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

                                      -28-
<Page>

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

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

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

          Section 6.8.   UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND
INTEREST.

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

          Section 6.9.   RESTORATION OF RIGHTS AND REMEDIES.

               If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

          Section 6.10.  RIGHTS AND REMEDIES CUMULATIVE.

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

          Section 6.11.  DELAY OR OMISSION NOT WAIVER.

               No delay or omission of the Trustee or of any Holder of any
Securities to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and

                                      -29-
<Page>

remedy given by this Article or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.

          Section 6.12.  CONTROL BY HOLDERS.

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

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

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

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

          Section 6.13.  WAIVER OF PAST DEFAULTS.

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

          Section 6.14.  UNDERTAKING FOR COSTS.

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

                                      -30-
<Page>

on or after the Stated Maturity or Stated Maturities expressed in such Security
(or, in the case of redemption, on the redemption date).

                                  ARTICLE VII.
                                     TRUSTEE

          Section 7.1.   DUTIES OF TRUSTEE.

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

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

                         (i)    The Trustee need perform only those duties
               that are specifically set forth in this Indenture and no others.

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

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

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

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

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

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

                                      -31-
<Page>

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

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

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

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

          Section 7.2.   RIGHTS OF TRUSTEE.

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

               (b)       Before the Trustee acts or refrains from acting, it may
          require an Officers' Certificate or an Opinion of Counsel. The Trustee
          shall not be liable for any action it takes or omits to take in good
          faith in reliance on such Officers' Certificate or Opinion of Counsel.

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

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

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

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

                                      -32-
<Page>

               (g)       The Trustee shall not be bound to make any
          investigation into the facts or matters stated in any resolution,
          certificate, statement, instrument, opinion, report, notice, request,
          direction, consent, order, bond, debenture, note, other evidence of
          indebtedness or other paper or document, but the Trustee, in its
          discretion, may make such further inquiry or investigation into such
          facts or matters as it may see fit and, if the Trustee shall determine
          to make such further inquiry or investigation, it shall be entitled to
          examine the books, records and premises of the Company, personally or
          by agent or attorney at the sole cost of the Company and shall incur
          no liability or additional liability of any kind by reason of such
          inquiry or investigation.

               (h)       The Trustee shall not be deemed to have notice of any
          Default or Event of Default unless a Responsible Officer of the
          Trustee has actual knowledge thereof or unless written notice of any
          event which is in fact such a default is given to the Trustee in
          accordance with Section 10.2.

               (i)       The Trustee may request that the Company deliver an
          Officers' Certificate setting forth the names of individuals and/or
          titles of officers authorized at such time to take specified actions
          pursuant to this Indenture, which Officers' Certificate may be signed
          by any Person authorized to sign an Officers' Certificate, including
          any Person specified as so authorized in any such certificate
          previously delivered and not superseded.

          Section 7.3.   INDIVIDUAL RIGHTS OF TRUSTEE.

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

          Section 7.4.   TRUSTEE'S DISCLAIMER.

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

          Section 7.5.   NOTICE OF DEFAULTS.

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

                                      -33-
<Page>

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

          Section 7.6.   REPORTS BY TRUSTEE TO HOLDERS.

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

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

          Section 7.7.   COMPENSATION AND INDEMNITY.

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

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

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

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

               When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.1(g) or (h) (or any comparable
provisions set forth in a supplemental

                                      -34-
<Page>

indenture) occurs, the expenses and the compensation for the services are
intended to constitute expenses of administration under any Bankruptcy Law.

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

               The provisions of this Section shall survive the termination of
this Indenture and the resignation or removal of the Trustee.

          Section 7.8.   REPLACEMENT OF TRUSTEE.

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

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

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

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

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

               (d)       the Trustee becomes incapable of acting.

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

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

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

                                      -35-
<Page>

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

          Section 7.9.   SUCCESSOR TRUSTEE BY MERGER, ETC.

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

          Section 7.10.  ELIGIBILITY; DISQUALIFICATION.

               This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee shall always
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition. The Trustee shall comply with
TIA Section 310(b).

          Section 7.11.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                  ARTICLE VIII.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

          Section 8.1.   OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT
DEFEASANCE.

               The Company may, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, at any time,
elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding
Securities of a Series upon compliance with the conditions set forth below in
this Article VIII.

          Section 8.2.   LEGAL DEFEASANCE AND DISCHARGE.

               Upon the Company's exercise under Section 8.1 hereof of the
option applicable to this Section 8.2, each of the Company and the Guarantors,
if any, shall, subject to the satisfaction of the conditions set forth in
Section 8.4 hereof, be deemed to have been discharged from its obligations with
respect to all outstanding Securities of such Series and related Subsidiary
Guarantees on the date the conditions set forth below are satisfied
(hereinafter, "LEGAL

                                      -36-
<Page>

DEFEASANCE"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Securities of such Series, which shall thereafter be deemed to be
"outstanding" only for the purposes of Section 8.5 hereof and the other Sections
of this Indenture referred to in (a) and (b) below, and to have satisfied all
its other obligations under such Securities and this Indenture as it relates to
such Securities (and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Securities of
such Series to receive solely from the trust fund described in Section 8.4
hereof, and as more fully set forth in such section, payments in respect of the
principal of, premium, if any, and interest on such Securities when such
payments are due, (b) the Company's and Guarantors' obligations with respect to
such Securities under Article II hereof, (c) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and the Company's and the Guarantors'
obligations in connection therewith and (d) this Article VIII. Subject to
compliance with this Article VIII, the Company may exercise its option under
this Section 8.2 notwithstanding the prior exercise of its option under Section
8.3 hereof.

          Section 8.3.   COVENANT DEFEASANCE.

               Upon the Company's exercise under Section 8.1 hereof of the
option applicable to this Section 8.3, each of the Company and the Guarantors,
if any, shall, subject to the satisfaction of the conditions set forth in
Section 8.4 hereof, be released from its obligations under the covenants
specified pursuant to Section 2.2 hereof and Article V hereof with respect to
the outstanding Securities of such Series and related Subsidiary Guarantees on
and after the date the conditions set forth below are satisfied (hereinafter,
"COVENANT DEFEASANCE"), and such Securities shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Securities shall not be deemed
outstanding for accounting purposes). For this purpose, Covenant Defeasance
means that, with respect to the outstanding Securities of such Series, the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply shall not constitute a
Default or an Event of Default under Section 6.1 hereof, but, except as
specified above, the remainder of this Indenture, such Securities and the
related Subsidiary Guarantees, if any, shall be unaffected thereby. In addition,
upon the Company's exercise under Section 8.1 hereof of the option applicable to
this Section 8.3 hereof, subject to the satisfaction of the conditions set forth
in Section 8.4 hereof, Sections 6.1(c) through 6.1(f) and 6.1(i) hereof (or any
comparable provisions set forth in a supplemental indenture) shall not
constitute Events of Default.

          Section 8.4.   CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

               The following shall be the conditions to the application of
either Section 8.2 or 8.3 hereof to the outstanding Securities of such Series:

                                      -37-
<Page>

               In order to exercise either Legal Defeasance or Covenant
Defeasance:

               (a)       the Company must irrevocably deposit with the Trustee,
          in trust, for the benefit of the Holders, cash in United States
          dollars, non-callable Government Securities, or a combination thereof,
          in such amounts as will be sufficient, in the opinion of a nationally
          recognized firm of independent public accountants, to pay the
          principal of, premium, if any, and interest on the outstanding
          Securities of such Series on the Stated Maturity or on the applicable
          redemption date, as the case may be, of such principal or installment
          of principal of, premium, if any, or interest on the outstanding
          Securities of such Series;

               (b)       in the case of an election under Section 8.2 hereof,
          the Company shall have delivered to the Trustee an Opinion of Counsel
          in the United States (which counsel may be an employee of the Company
          or any Subsidiary of the Company) reasonably acceptable to the Trustee
          confirming that (A) the Company has received from, or there has been
          published by, the Internal Revenue Service a ruling or (B) since the
          date hereof, there has been a change in the applicable federal income
          tax law, in either case to the effect that, and based thereon such
          Opinion of Counsel shall confirm that, the Holders of the outstanding
          Securities of such Series will not recognize income, gain or loss for
          federal income tax purposes as a result of such Legal Defeasance and
          will be subject to federal income tax on the same amounts, in the same
          manner and at the same times as would have been the case if such Legal
          Defeasance had not occurred;

               (c)       in the case of an election under Section 8.3 hereof,
          the Company shall have delivered to the Trustee an Opinion of Counsel
          in the United States (which counsel may be an employee of the Company
          or any Subsidiary of the Company) reasonably acceptable to the Trustee
          confirming that the Holders of the outstanding Securities of such
          Series will not recognize income, gain or loss for federal income tax
          purposes as a result of such Covenant Defeasance and will be subject
          to federal income tax on the same amounts, in the same manner and at
          the same times as would have been the case if such Covenant Defeasance
          had not occurred;

               (d)       no Default or Event of Default shall have occurred and
          be continuing on the date of such deposit or, insofar as Sections
          6.1(g) and 6.1(h) hereof (or any comparable provisions set forth in a
          supplemental indenture) are concerned, at any time in the period
          ending on the 91st day after the date of deposit (or greater period of
          time in which any such deposit of trust funds may remain subject to
          Bankruptcy Law insofar as those apply to the deposit by the Company);

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

               (f)       the Company shall have delivered to the Trustee an
          Opinion of Counsel to the effect that after the 91st day following the
          deposit, the trust funds will not be subject

                                      -38-
<Page>

          to the effect of any applicable bankruptcy, insolvency, reorganization
          or similar laws affecting creditors' rights generally;

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

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

          Section 8.5.   DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS.

               Subject to Section 8.6 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
8.5, the "Trustee") pursuant to Section 8.4 hereof in respect of the outstanding
Securities of a Series subject to a Legal Defeasance or a Covenant Defeasance
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as Paying
Agent) as the Trustee may determine, to the Holders of such Securities of all
sums due and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

               The Company and the Guarantors shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
cash or non-callable Government Securities deposited pursuant to Section 8.4
hereof or the principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the Holders of
the outstanding Securities of a Series subject to a Legal Defeasance or a
Covenant Defeasance.

               Anything in this Article VIII to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
request of the Company any money or non-callable Government Securities held by
it as provided in Section 8.4 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.4(a) hereof), are in excess of the amount thereof that
would then be required to be deposited to effect an equivalent Legal Defeasance
or Covenant Defeasance.

          Section 8.6.   REPAYMENT TO COMPANY.

               Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of, premium, if
any, or interest, if any, on any Securities of a Series subject to a Legal
Defeasance or a Covenant Defeasance and remaining unclaimed for two years after
such principal, and premium, if any, or interest, if any, have become due and
payable shall be paid to the Company on its request or (if then held by the

                                      -39-
<Page>

Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; PROVIDED, HOWEVER, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in THE NEW YORK TIMES and THE
WALL STREET JOURNAL (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

          Section 8.7.   REINSTATEMENT.

               If the Trustee or Paying Agent is unable to apply any United
States dollars or non-callable Government Securities in accordance with Section
8.2 or 8.3 hereof, as the case may be, by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under this Indenture, the
Securities of such Series and the related Subsidiary Guarantees, if any, shall
be revived and reinstated as though no deposit had occurred pursuant to Section
8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is permitted to
apply all such money in accordance with Section 8.2 or 8.3 hereof, as the case
may be; PROVIDED, HOWEVER, that, if the Company make any payment of principal
of, premium, if any, or interest, if any, on any such Security following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money held by
the Trustee or Paying Agent.

                                   ARTICLE IX.
                             AMENDMENTS AND WAIVERS

          Section 9.1.   WITHOUT CONSENT OF HOLDERS.

               Notwithstanding Section 9.2 of the Indenture, without the consent
of any Securityholder, the Company, the Guarantors and the Trustee may amend or
supplement the Indenture or the Securities:

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

               (b)       to provide for uncertificated Securities in addition to
          or in place of certificated Securities,

               (c)       to provide for the assumption of the Company's or any
          Guarantor's obligations to Holders of a Security in the case of a
          merger or consolidation,

               (d)       to make any change that would provide any additional
          rights or benefits to the Holders of a Security (including providing
          for additional Subsidiary Guarantees) or that does not materially
          adversely affect the legal rights under the Indenture of any such
          Securityholder, or

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

                                      -40-
<Page>

               Upon the request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon receipt by the Trustee of the documents
described in Section 7.2 of the Indenture, the Trustee shall join with the
Company and the Guarantors in the execution of any amended or supplemental
Indenture authorized or permitted by the terms of this Indenture and to make any
further appropriate agreements and stipulations that may be therein contained,
but the Trustee shall not be obligated to enter into such amended or
supplemental Indenture that affects its own rights, duties or immunities under
this Indenture or otherwise.

          Section 9.2.   WITH CONSENT OF HOLDERS.

               Except as provided Section 9.1 and Section 9.3 of the Indenture,
the Indenture or the Securities of a Series may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
Securities of each Series then outstanding affected by the supplemental
indenture implementing such amendment or supplement (including consents obtained
in connection with a tender offer or exchange offer for Securities), and,
subject to Sections 6.8 and 6.12 of the Indenture) any existing Default or Event
of Default (other than a Default or Event of Default in the payment of the
principal of, premium, if any, or interest on the Securities of such Series,
except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of the Indenture or the Securities of such
Series may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Securities of each Series affected by such
supplemental indenture implementing such amendment or supplement (including
consents obtained in connection with a tender offer or exchange offer for
Securities).

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

               Upon the request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon the filing with the Trustee of evidence
reasonably satisfactory to the Trustee of the consent of the Holders of
Securities as aforesaid, and upon receipt by the Trustee of the documents
described in Section 7.2 hereof, the Trustee shall join with the Company and the
Guarantors in the execution of such amended or supplemental Indenture unless
such amended or supplemental Indenture affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise, in which case the Trustee may
in its discretion, but shall not be obligated to, enter into such amended or
supplemental Indenture.

                                      -41-
<Page>

          Section 9.3.   LIMITATIONS.

               Without the consent of each Securityholder affected, an amendment
or waiver may not (with respect to any Securities held by a non-consenting
Holder of Securities):

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

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

               (c)      reduce the rate of or change the time for payment of
          interest on any Security;

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

               (e)       make any Security payable in money other than that
          stated in such Security;

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

               (g)       waive a redemption payment with respect to any Security
          (other than a payment required by any "Change of Control" or "Asset
          Sale" covenant set forth in a supplemental indenture relating to
          Securities of a Series);

               (h)       except pursuant to the Indenture, release any Guarantor
          from its obligations under its Subsidiary Guarantee, or change any
          Subsidiary Guarantee in any manner that would materially adversely
          affect the Securityholders; or

               (i)       make any change in the foregoing amendment and waiver
          provisions.

               It shall not be necessary for the consent of the Holders of
Securities under this Section 9.3 to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the
substance thereof.

          Section 9.4.   COMPLIANCE WITH TRUST INDENTURE ACT.

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

                                      -42-
<Page>

          Section 9.5.   REVOCATION AND EFFECT OF CONSENTS.

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

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

          Section 9.6.   NOTATION ON OR EXCHANGE OF SECURITIES.

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

          Section 9.7.   TRUSTEE TO SIGN AMENDMENTS; TRUSTEE PROTECTED.

               The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article IX if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
In executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 7.1) shall be fully protected in relying upon, an Opinion of
Counsel and Officers' Certificate stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture.

                                   ARTICLE X.
                                  MISCELLANEOUS

          Section 10.1.  TRUST INDENTURE ACT CONTROLS.

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

          Section 10.2.  NOTICES.

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

                                      -43-
<Page>

               If to the Company or any Guarantor:

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

               With a copy to:

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

               If to the Trustee:

                         The Bank of New York
                         101 Barclay Street, Floor 8 West
                         New York, New York 10289
                         Telecopier No.: (212) 815-5707
                         Attention: Corporate Trust Administration

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

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

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

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

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

                                      -44-
<Page>

          Section 10.3.  COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

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

          Section 10.4.  CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

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

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

          Section 10.5.  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

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

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

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

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

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

          Section 10.6.  RULES BY TRUSTEE AND AGENTS.

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

                                      -45-
<Page>

          Section 10.7.  LEGAL HOLIDAYS.

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

          Section 10.8.  NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES
                         AND STOCKHOLDERS.

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

          Section 10.9.  COUNTERPARTS.

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

          Section 10.10. GOVERNING LAWS.

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

          Section 10.11. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

          Section 10.12. SUCCESSORS.

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

          Section 10.13. SEVERABILITY.

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

                                      -46-
<Page>

          Section 10.14. TABLE OF CONTENTS, HEADINGS, ETC.

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

          Section 10.15. SECURITIES IN A FOREIGN CURRENCY OR IN ECU.

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

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

          Section 10.16. Judgment Currency.

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

                                      -47-
<Page>

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

                                   ARTICLE XI.
                                  SINKING FUNDS

          Section 11.1.  APPLICABILITY OF ARTICLE.

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

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

          Section 11.2.  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

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

                                      -48-
<Page>

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

          Section 11.3.  REDEMPTION OF SECURITIES FOR SINKING FUND.

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

                                  ARTICLE XII.
                              SUBSIDIARY GUARANTEES

          Section 12.1.  SUBSIDIARY GUARANTEE.

               Each Subsidiary that is a signatory hereto and each Subsidiary of
the Company that in accordance with the terms of any Securities of a Series
issued hereunder pursuant to any supplement indenture relating to such
Securities is required to become party to this Indenture as a guarantor (each, a
"GUARANTOR"), upon execution of a supplemental indenture, hereby jointly and
severally unconditionally guarantees to each Securityholder of a Security of a
Series that is to be guaranteed and that has been authenticated and delivered by
the Trustee irrespective of the validity or enforceability of this Indenture,
the Securities or the obligations of the Company

                                      -49-
<Page>

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

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

                                      -50-
<Page>

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

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

          Section 12.2.  LIMITATION OF GUARANTOR'S LIABILITY.

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

                                 ARTICLE XIII.
                                 Subordination

          Section 13.1.  AGREEMENT TO SUBORDINATE.

               The Company, the Trustee and each Securityholder by accepting a
Security agrees, that the indebtedness and obligations evidenced by the Security
(a) rank PARI PASSU with

                                      -51-
<Page>

the Company's Obligations relating to the Existing Senior Subordinated
Securities and (b) are subordinated in right of payment, to the extent and in
the manner provided in this Article, to the prior payment in full, in cash, of
all Obligations with respect to Senior Debt of the Company (whether outstanding
on the date hereof or hereafter created, incurred, assumed or guaranteed), and
that the subordination is for the benefit of the holders of Senior Debt of the
Company.

          Section 13.2.  LIQUIDATION; DISSOLUTION; BANKRUPTCY.

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

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

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

          Section 13.3.  DEFAULT ON DESIGNATED SENIOR DEBT.

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

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

                         (ii)   a default (other than a Payment Default) or any
               event that, after notice or passage of time would become a
               default (a "NON-MONETARY DEFAULT"), on Senior Debt of the Company
               occurs and is continuing that then permits holders of the Senior
               Debt of the Company to accelerate its maturity and the Trustee
               receives a notice of the default (a "PAYMENT BLOCKAGE NOTICE")
               from a Person who may give it pursuant to Section 13.11 hereof.
               Any number of such Payment Blockage Notices may be given,
               PROVIDED, HOWEVER, that (i) not more than one Payment Blockage
               Notice may be commenced during any period of 360 consecutive days
               and (ii) any Non-Monetary Default that existed or was continuing
               on the date of delivery of any such notice to the Trustee (to the
               extent

                                      -52-
<Page>

               the holder of Designated Senior Debt, or such trustee or agent,
               giving such Payment Blockage Notice had knowledge of the same)
               shall not be the basis for a subsequent Payment Blockage Notice,
               unless such default has been cured or waived for a period of not
               less than 90 days.

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

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

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

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

          Section 13.4.  ACCELERATION OF SECURITIES.

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

          Section 13.5.  WHEN DISTRIBUTION MUST BE PAID OVER.

               In the event that the Trustee or any Securityholder receives from
the Company any payment of any Obligations with respect to the Securities at a
time when the Trustee or such Securityholder, as applicable, has actual
knowledge that such payment is prohibited by Section 13.2 or 13.3 hereof, such
payment shall be held by the Trustee or such Securityholder in trust for the
benefit of, and shall be paid forthwith over and delivered upon written request
to, the holders of Senior Debt of the Company, as their interests may appear, or
their Representative under the indenture or other agreement (if any) pursuant to
which Senior Debt of the Company may have been issued, as their respective
interests may appear, for application to the payment of all Obligations with
respect to Senior Debt of the Company remaining unpaid to the extent necessary
to pay such Obligations in full in accordance with their terms, after giving
effect to any concurrent payment or distribution to or for the holders of Senior
Debt of the Company.

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

                                      -53-
<Page>

          Section 13.6.  NOTICE BY COMPANY.

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

          Section 13.7.  SUBROGATION.

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

          Section 13.8.  RELATIVE RIGHTS.

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

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

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

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

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

          Section 13.9.  SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

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

                                      -54-
<Page>

          Section 13.10. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

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

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

          Section 13.11. RIGHTS OF TRUSTEE AND PAYING AGENT.

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

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

          Section 13.12. AUTHORIZATION TO EFFECT SUBORDINATION.

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

          Section 13.13. AMENDMENTS.

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

                                      -55-
<Page>

          Section 13.14. SUBORDINATION OF SUBSIDIARY GUARANTEES.

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

          Section 13.15. LIQUIDATION; DISSOLUTION; BANKRUPTCY OF A GUARANTOR.

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

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

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

          Section 13.16. DEFAULT ON SENIOR DEBT OF THE GUARANTOR.

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

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

                         (ii)   a Non-Monetary Default on Senior Debt of such
               Guarantor occurs and is continuing that then permits holders of
               the Senior Debt of such Guarantor to accelerate its maturity and
               the Trustee receives a Payment Blockage Notice from a Person who
               may give it pursuant to Section 13.24 hereof. Any number of such
               Payment Blockage Notices may be given, PROVIDED, HOWEVER, that
               (i) not more than one Payment Blockage Notice may be commenced
               during any period

                                      -56-
<Page>

               of 360 consecutive days and (ii) any default or event of default
               that existed or was continuing on the date of delivery of any
               Payment Blockage Notice to the Trustee (to the extent the holder
               of Designated Senior Debt, or such trustee or agent, giving such
               Payment Blockage Notice had knowledge of the same) shall not be
               the basis for a subsequent Payment Blockage Notice pursuant to
               Section 13.24 herein, unless such default has been cured or
               waived for a period of not less than 90 consecutive days.

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

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

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

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

          Section 13.17. ACCELERATION OF SECURITIES; DUTIES OF GUARANTORS.

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

          Section 13.18. WHEN DISTRIBUTION FROM GUARANTOR MUST BE PAID OVER.

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

               With respect to the holders of Senior Debt of any Guarantor, the
Trustee undertakes to perform only such obligations on the part of the Trustee
as are specifically set forth in this Article 13, and no implied covenants or
obligations with respect to the holders of Senior Debt of such Guarantor shall
be read into this Indenture against the Trustee. The Trustee shall not be deemed
to owe any fiduciary duty to the holders of Senior Debt of such Guarantor, and

                                      -57-
<Page>

shall not be liable to any such holders if the Trustee shall pay over or
distribute to or on behalf of Securityholders or the Company or any other Person
money or assets to which any holders of Senior Debt of such Guarantor shall be
entitled by virtue of this Article 13, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.

          Section 13.19. NOTICE BY A GUARANTOR.

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

          Section 13.20. SUBROGATION WITH RESPECT TO ANY GUARANTOR.

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

          Section 13.21. RELATIVE RIGHTS WITH RESPECT TO ANY GUARANTOR.

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

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

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

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

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

                                      -58-
<Page>

          Section 13.22. SUBORDINATION MAY NOT BE IMPAIRED BY ANY GUARANTOR.

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

          Section 13.23. DISTRIBUTION OR NOTICE TO REPRESENTATIVE WITH RESPECT
TO ANY GUARANTOR.

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

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

          Section 13.24. RIGHTS OF TRUSTEE AND PAYING AGENT WITH RESPECT TO ANY
GUARANTOR.

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

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

          Section 13.25. AUTHORIZATION TO EFFECT SUBORDINATION WITH RESPECT TO
ANY GUARANTOR.

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

                                      -59-
<Page>

          Section 13.26. AMENDMENTS WITH RESPECT TO ANY GUARANTOR.

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

                                      -60-
<Page>

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

                                IRON MOUNTAIN INCORPORATED

                                By: /s/ C. Richard Reese
                                    --------------------------------------------
                                    C. Richard Reese
                                    Chairman and Chief Executive Officer

                                GUARANTORS

                                IRON MOUNTAIN INFORMATION
                                 MANAGEMENT, INC.
                                COMAC, INC.,
                                DSI TECHNOLOGY ESCROW SERVICES, INC.,
                                IRON MOUNTAIN GLOBAL, INC. and
                                MOUNTAIN REAL ESTATE ASSETS, INC.

                                By: /s/ C. Richard Reese
                                    --------------------------------------------
                                    Name:  C. Richard Reese
                                    Title: Sole Director

                                ARCUS DATA SECURITY LLC and
                                IRON MOUNTAIN SECURE SHREDDING LLC

                                    By: IRON MOUNTAIN INFORMATION
                                    MANAGEMENT, INC., its sole Member

                                        By: /s/ C. Richard Reese
                                            ------------------------------------
                                            Name:  C. Richard Reese
                                            Title: Sole Director

                                      -61-
<Page>

                                IRON MOUNTAIN GLOBAL, LLC

                                By:  IRON MOUNTAIN GLOBAL, INC., its sole member

                                By: /s/ C. Richard Reese
                                    --------------------------------------------
                                Name:  C. Richard Reese
                                Title: Sole Director

                                IRON MOUNTAIN BUSINESS TRUST #1

                                By: /s/ C. Richard Reese
                                    --------------------------------------------
                                Name:  C. Richard Reese
                                Title: Trustee

                                By: /s/ John F. Kenny, Jr.
                                    --------------------------------------------
                                Name:  John F. Kenny, Jr.
                                Title: Trustee

                                By: /s/ Garry B. Watzke
                                    --------------------------------------------
                                Name:  Garry B. Watzke
                                Title: Trustee

                                      -62-
<Page>

                                TRUSTEE

                                THE BANK OF NEW YORK, as Trustee

                                By: /s/ Kisha Holder
                                    --------------------------------------------
                                Name:  Kisha A. Holder
                                Title: Assistant Treasurer

                                      -63-
<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                             Page
                                                                                                             ----
<S>                                                                                                          <C>
ARTICLE I.    DEFINITIONS AND INCORPORATION BY REFERENCE...................................................... 1

     Section 1.1.    Definitions.............................................................................. 1
     Section 1.2.    Other Definitions........................................................................ 7
     Section 1.3.    Incorporation by Reference of Trust Indenture Act........................................ 8
     Section 1.4.    Rules of Construction.................................................................... 8

ARTICLE II.   THE SECURITIES.................................................................................. 9

     Section 2.1.    Issuable in Series....................................................................... 9
     Section 2.2.    Establishment of Terms of Series of Securities........................................... 9
     Section 2.3.    Execution and Authentication.............................................................11
     Section 2.4.    Registrar and Paying Agent...............................................................12
     Section 2.5.    Paying Agent to Hold Money in Trust......................................................13
     Section 2.6.    Securityholder Lists.....................................................................13
     Section 2.7.    Transfer and Exchange....................................................................13
     Section 2.8.    Mutilated, Destroyed, Lost and Stolen Securities.........................................14
     Section 2.9.    Outstanding Securities...................................................................14
     Section 2.10.   Treasury Securities......................................................................15
     Section 2.11.   Temporary Securities.....................................................................15
     Section 2.12.   Cancellation.............................................................................15
     Section 2.13.   Defaulted Interest.......................................................................16
     Section 2.14.   Record Date..............................................................................16
     Section 2.15.   Global Securities........................................................................16
     Section 2.16.   CUSIP Numbers............................................................................17

ARTICLE III.  REDEMPTION......................................................................................18

     Section 3.1.    Notice to Trustee........................................................................18
     Section 3.2.    Selection of Securities to be Redeemed...................................................18
     Section 3.3.    Notice of Redemption.....................................................................18
     Section 3.4.    Effect of Notice of Redemption...........................................................19
     Section 3.5.    Deposit of Redemption Price..............................................................19
     Section 3.6.    Securities Redeemed in Part..............................................................20

ARTICLE IV.   COVENANTS.......................................................................................20

     Section 4.1.    Payment of Principal and Interest........................................................20
     Section 4.2.    SEC Reports..............................................................................20
     Section 4.3.    Compliance Certificate...................................................................20
     Section 4.4.    Stay, Extension and Usury Laws...........................................................21
     Section 4.5.    Corporate Existence......................................................................21
     Section 4.6.    Taxes....................................................................................21
</Table>

                                         -i-
<Page>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                                             Page
                                                                                                             ----
<S>                                                                                                           <C>
     Section 4.7.    Maintenance of Office or Agency..........................................................22

ARTICLE V.    SUCCESSORS......................................................................................22

     Section 5.1.    Mergers, Consolidations or Sale of Assets................................................22
     Section 5.2.    Successor Corporation Substituted........................................................23

ARTICLE VI.   DEFAULTS AND REMEDIES...........................................................................23

     Section 6.1.    Events of Default........................................................................23
     Section 6.2.    Acceleration of Maturity.................................................................25
     Section 6.3.    Collection of Indebtedness and Suits for Enforcement by Trustee..........................26
     Section 6.4.    Trustee May File Proofs of Claim.........................................................27
     Section 6.5.    Trustee May Enforce Claims Without Possession of Securities..............................28
     Section 6.6.    Application of Money Collected...........................................................28
     Section 6.7.    Limitation on Suits......................................................................28
     Section 6.8.    Unconditional Right of Holders to Receive Principal and Interest.........................29
     Section 6.9.    Restoration of Rights and Remedies.......................................................29
     Section 6.10.   Rights and Remedies Cumulative...........................................................29
     Section 6.11.   Delay or Omission Not Waiver.............................................................29
     Section 6.12.   Control by Holders.......................................................................30
     Section 6.13.   Waiver of Past Defaults..................................................................30
     Section 6.14.   Undertaking for Costs....................................................................30

ARTICLE VII.  TRUSTEE.........................................................................................31

     Section 7.1.    Duties of Trustee........................................................................31
     Section 7.2.    Rights of Trustee........................................................................32
     Section 7.3.    Individual Rights of Trustee.............................................................33
     Section 7.4.    Trustee's Disclaimer.....................................................................33
     Section 7.5.    Notice of Defaults.......................................................................33
     Section 7.6.    Reports by Trustee to Holders............................................................34
     Section 7.7.    Compensation and Indemnity...............................................................34
     Section 7.8.    Replacement of Trustee...................................................................35
     Section 7.9.    Successor Trustee by Merger, etc.........................................................36
     Section 7.10.   Eligibility; Disqualification............................................................36
     Section 7.11.   Preferential Collection of Claims Against Company........................................36

ARTICLE VIII. LEGAL DEFEASANCE AND COVENANT DEFEASANCE........................................................36

     Section 8.1.    Option to Effect Legal Defeasance or Covenant Defeasance..... ...........................36
     Section 8.2.    Legal Defeasance and Discharge...........................................................36
     Section 8.3.    Covenant Defeasance......................................................................37
</Table>

                                       ii
<Page>

                               TABLE OF CONTENTS
                                  (continued)

<Table>
<Caption>
                                                                                                             Page
                                                                                                             ----
<S>                                                                                                           <C>
     Section 8.4.    Conditions to Legal or Covenant Defeasance...............................................37
     Section 8.5.    Deposited Money and Government Securities to be Held in Trust;
                     Other Miscellaneous Provisions...........................................................39
     Section 8.6.    Repayment to Company.....................................................................39
     Section 8.7.    Reinstatement............................................................................40

ARTICLE IX.   AMENDMENTS AND WAIVERS..........................................................................40

     Section 9.1.    Without Consent of Holders...............................................................40
     Section 9.2.    With Consent of Holders..................................................................41
     Section 9.3.    Limitations..............................................................................42
     Section 9.4.    Compliance with Trust Indenture Act......................................................42
     Section 9.5.    Revocation and Effect of Consents........................................................43
     Section 9.6.    Notation on or Exchange of Securities....................................................43
     Section 9.7.    Trustee to Sign Amendments; Trustee Protected............................................43

ARTICLE X.    MISCELLANEOUS...................................................................................43

     Section 10.1.   Trust Indenture Act Controls.............................................................43
     Section 10.2.   Notices..................................................................................43
     Section 10.3.   Communication by Holders with Other Holders..............................................45
     Section 10.4.   Certificate and Opinion as to Conditions Precedent.......................................45
     Section 10.5.   Statements Required in Certificate or Opinion............................................45
     Section 10.6.   Rules by Trustee and Agents..............................................................45
     Section 10.7.   Legal Holidays...........................................................................46
     Section 10.8.   No Personal Liability of Directors, Officers, Employees and
                     Stockholders.............................................................................46
     Section 10.9.   Counterparts.............................................................................46
     Section 10.10.  Governing Laws...........................................................................46
     Section 10.11.  No Adverse Interpretation of Other Agreements............................................46
     Section 10.12.  Successors...............................................................................46
     Section 10.13.  Severability.............................................................................46
     Section 10.14.  Table of Contents, Headings, Etc.........................................................47
     Section 10.15.  Securities in a Foreign Currency or in ECU...............................................47
     Section 10.16.  Judgment Currency........................................................................47

ARTICLE XI.   SINKING FUNDS...................................................................................48

     Section 11.1.   Applicability of Article.................................................................48
     Section 11.2.   Satisfaction of Sinking Fund Payments with Securities....................................48
     Section 11.3.   Redemption of Securities for Sinking Fund................................................49

ARTICLE XII.  SUBSIDIARY GUARANTEES...........................................................................49
</Table>

                                       iii
<Page>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                                             Page
                                                                                                             ----
<S>                                                                                                           <C>
     Section 12.1.   Subsidiary Guarantee.....................................................................49
     Section 12.2.   Limitation of Guarantor's Liability......................................................51

ARTICLE XIII. Subordination...................................................................................51

     Section 13.1.   Agreement to Subordinate.................................................................51
     Section 13.2.   Liquidation; Dissolution; Bankruptcy.....................................................52
     Section 13.3.   Default on Designated Senior Debt........................................................52
     Section 13.4.   Acceleration of Securities...............................................................53
     Section 13.5.   When Distribution Must be Paid Over......................................................53
     Section 13.6.   Notice By Company........................................................................54
     Section 13.7.   Subrogation..............................................................................54
     Section 13.8.   Relative Rights..........................................................................54
     Section 13.9.   Subordination May Not Be Impaired by Company.............................................54
     Section 13.10.  Distribution or Notice to Representative.................................................55
     Section 13.11.  Rights of Trustee and Paying Agent.......................................................55
     Section 13.12.  Authorization to Effect Subordination....................................................55
     Section 13.13.  Amendments...............................................................................55
     Section 13.14.  Subordination of Subsidiary Guarantees...................................................56
     Section 13.15.  Liquidation; Dissolution; Bankruptcy of a Guarantor......................................56
     Section 13.16.  Default on Senior Debt of the Guarantor..................................................56
     Section 13.17.  Acceleration of Securities; Duties of Guarantors.........................................57
     Section 13.18.  When Distribution from Guarantor Must Be Paid Over.......................................57
     Section 13.19.  Notice by a Guarantor....................................................................58
     Section 13.20.  Subrogation with Respect to Any Guarantor................................................58
     Section 13.21.  Relative Rights with Respect to Any Guarantor............................................58
     Section 13.22.  Subordination May Not Be Impaired By Any Guarantor.......................................59
     Section 13.23.  Distribution or Notice to Representative with Respect to
                     Any Guarantor............................................................................59
     Section 13.24.  Rights of Trustee and Paying Agent with Respect to Any Guarantor.........................59
     Section 13.25.  Authorization to Effect Subordination with Respect to Any
                     Guarantor................................................................................59
     Section 13.26.  Amendments with Respect to Any Guarantor.................................................60
</Table>

                                     iv