EXHIBIT 10.1




 





IRON MOUNTAIN INCORPORATED


CREDIT AGREEMENT






 


$900,000,000


 






 


BARCLAYS BANK PLC and BANK OF
AMERICA, N.A.,

as Co-Syndication Agents,


CITIZENS BANK OF MASSACHUSETTS, THE
ROYAL BANK OF SCOTLAND PLC, THE BANK OF NOVA SCOTIA and HSBC BANK USA, NATIONAL
ASSOCIATION,

as Co-Documentation Agents,


JPMORGAN CHASE BANK,

as Administrative Agent,


JPMORGAN CHASE BANK,
TORONTO BRANCH

as Canadian Administrative Agent


and


J.P. MORGAN SECURITIES INC. and
BARCLAYS CAPITAL,

as Co-Lead Arranger and Joint Bookrunners




 





















TABLE OF CONTENTS


	
  

  	
   

  	
  Page

  
	
   

  	
   

  
	
  Section 1   Definitions and Accounting
  Matters

  	
  2

  
	
  1.01.

  	
  Certain Defined Terms

  	
  2

  
	
  1.02.

  	
  Accounting Terms and Determinations

  	
  30

  
	
  1.03.

  	
  Types of Loans

  	
  30

  
	
  1.04.

  	
  Currency

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 2   Loans, Etc.

  	
  31

  
	
  2.01.

  	
  US$Loans; US$-Canadian Loans; Multi-Currency Loans;
  C$Loans; Swingline Loans; Term Loans

  	
  31

  
	
  2.02.

  	
  Reductions of Commitments

  	
  36

  
	
  2.03.

  	
  Fees

  	
  36

  
	
  2.04.

  	
  Lending Offices

  	
  37

  
	
  2.05.

  	
  Several Obligations: Remedies Independent

  	
  37

  
	
  2.06.

  	
  Notes

  	
  37

  
	
  2.07.

  	
  Use of Proceeds

  	
  37

  
	
  2.08.

  	
  Letters of Credit

  	
  38

  
	
  2.09.

  	
  Currency Fluctuations, etc.

  	
  42

  
	
   

  	
   

  	
   

  
	
  Section 3   Borrowings, Conversions and
  Prepayments

  	
  44

  
	
  3.01.

  	
  Procedure for US$Loan Borrowing, US$-Canadian Loan
  Borrowing, Term Loan Borrowing and Multi-Currency Borrowing

  	
  44

  
	
  3.02.

  	
  Prepayments and Conversions

  	
  45

  
	
  3.03.

  	
  Procedure for Swingline Borrowing; Refunding of
  Swingline Loans

  	
  46

  
	
   

  	
   

  	
   

  
	
  Section 4   Payments of Principal and
  Interest

  	
  50

  
	
  4.01.

  	
  Repayment of Loans

  	
  50

  
	
  4.02.

  	
  Interest

  	
  51

  
	
   

  	
   

  	
   

  
	
  Section 5   Payments; Pro Rata Treatment;
  Computations; Etc.

  	
  53

  
	
  5.01.

  	
  Payments

  	
  53

  
	
  5.02.

  	
  Pro Rata Treatment

  	
  54

  
	
  5.03.

  	
  Computations

  	
  55

  
	
  5.04.

  	
  Minimum and Maximum Amounts; Types

  	
  56

  
	
  5.05.

  	
  Certain Notices

  	
  56

  
	
  5.06.

  	
  Non-Receipt of Funds by the Administrative
  Agent

  	
  59

  
	
  5.07.

  	
  Sharing of Payments; Waiver of Enforcement Without
  Consent. Etc.

  	
  60

  



 



 i
 









 


	
  

  	
   

  	
   

  
	
   

  	
   

  
	
  5.08.

  	
  Taxes

  	
  60

  
	
  5.09.

  	
  Judgment Currency

  	
  63

  
	
   

  	
   

  	
   

  
	
  Section 6   Yield Protection and
  Illegality

  	
  64

  
	
  6.01.

  	
  Additional Costs

  	
  64

  
	
  6.02.

  	
  Limitation on Types of Loans

  	
  66

  
	
  6.03.

  	
  Illegality

  	
  66

  
	
  6.04.

  	
  Substitute ABR Loans

  	
  66

  
	
  6.05.

  	
  Compensation

  	
  66

  
	
  6.06.

  	
  Capital Adequacy

  	
  67

  
	
  6.07.

  	
  Substitution of Lender

  	
  67

  
	
  6.08.

  	
  Additional Costs in Respect of Letters of Credit

  	
  68

  
	
   

  	
   

  	
   

  
	
  Section 7   Conditions Precedent

  	
  68

  
	
  7.01.

  	
  Effective Date

  	
  68

  
	
  7.02.

  	
  Initial and Subsequent Loans

  	
  70

  
	
   

  	
   

  	
   

  
	
  Section 8   Representations and Warranties

  	
  71

  
	
  8.01.

  	
  Corporate Existence

  	
  71

  
	
  8.02.

  	
  Information

  	
  71

  
	
  8.03.

  	
  Litigation

  	
  72

  
	
  8.04.

  	
  No Breach

  	
  72

  
	
  8.05.

  	
  Corporate Action

  	
  72

  
	
  8.06.

  	
  Approvals

  	
  73

  
	
  8.07.

  	
  Regulations U and X

  	
  73

  
	
  8.08.

  	
  ERISA and the Canadian Pension Plans

  	
  73

  
	
  8.09.

  	
  Taxes

  	
  73

  
	
  8.10.

  	
  Subsidiaries; Agreements; Etc.

  	
  73

  
	
  8.11.

  	
  Investment Company Act

  	
  74

  
	
  8.12.

  	
  Reserved

  	
  74

  
	
  8.13.

  	
  Ownership and Use of Properties

  	
  74

  
	
  8.14.

  	
  Environmental Compliance

  	
  74

  
	
  8.15.

  	
  Solvency

  	
  74

  
	
  8.16.

  	
  Senior Debt

  	
  75

  
	
   

  	
   

  	
   

  
	
  Section 9   Covenants

  	
  75

  
	
  9.01.

  	
  Financial Statements and Other Information

  	
  75

  
	
  9.02.

  	
  Taxes and Claims

  	
  77

  
	
  9.03.

  	
  Insurance

  	
  77

  
	
  9.04.

  	
  Maintenance of Existence; Conduct of Business

  	
  78

  
	
  9.05.

  	
  Maintenance of and Access to Properties

  	
  78

  
	
  9.06.

  	
  Compliance with Applicable Laws

  	
  79

  
	
  9.07.

  	
  Litigation

  	
  79

  
	
  9.08.

  	
  Indebtedness

  	
  79

  



 



 ii
 









 


	
  

  	
   

  	
   

  
	
   

  	
   

  
	
  9.09.

  	
  Consolidated Leverage Ratio

  	
  81

  
	
  9.10.

  	
  Reserved

  	
  81

  
	
  9.11.

  	
  Fixed Charges Coverage Ratio

  	
  81

  
	
  9.12.

  	
  Mergers, Asset Dispositions. Etc.

  	
  81

  
	
  9.13.

  	
  Liens

  	
  82

  
	
  9.14.

  	
  Investments

  	
  83

  
	
  9.15.

  	
  Restricted Payments

  	
  84

  
	
  9.16.

  	
  Transactions with Affiliates

  	
  85

  
	
  9.17.

  	
  Subordinated Indebtedness

  	
  85

  
	
  9.18.

  	
  Lines of Businesses

  	
  86

  
	
  9.19.

  	
  Modification of Other Agreements

  	
  86

  
	
  9.20.

  	
  Reserved

  	
  86

  
	
  9.21.

  	
  Certain Obligations Respecting Subsidiaries

  	
  86

  
	
  9.22.

  	
  Environmental Matters

  	
  88

  
	
  9.23.

  	
  Residual Assurances

  	
  88

  
	
  9.24.

  	
  Perfection of Security Interests in Stock of Foreign
  Subsidiaries

  	
  88

  
	
   

  	
   

  	
   

  
	
  Section 10   Defaults

  	
  88

  
	
  10.01.

  	
  Events of Default

  	
  88

  
	
  10.02.

  	
  Ratable Treatment of Lenders

  	
  91

  
	
   

  	
   

  	
   

  
	
  Section 11   The Administrative Agent

  	
  92

  
	
  11.01.

  	
  Appointment Powers and Immunities

  	
  92

  
	
  11.02.

  	
  Reliance by Administrative Agent

  	
  92

  
	
  11.03.

  	
  Defaults

  	
  93

  
	
  11.04.

  	
  Rights as a Lender

  	
  93

  
	
  11.05.

  	
  Indemnification

  	
  93

  
	
  11.06.

  	
  Non-Reliance on Administrative Agent and Other
  Lenders

  	
  94

  
	
  11.07.

  	
  Failure to Act

  	
  94

  
	
  11.08.

  	
  Resignation or Removal of Administrative Agent

  	
  94

  
	
  11.09.

  	
  Consents under Basic Documents

  	
  95

  
	
  11.10.

  	
  Collateral Sub-Agents

  	
  95

  
	
  11.11.

  	
  Multi-Currency Payment Agent and Canadian
  Administrative Agent

  	
  95

  
	
  11.12.

  	
  Additional Ministerial Powers of the Administrative
  Agent

  	
  95

  
	
   

  	
   

  	
   

  
	
  Section 12   Miscellaneous

  	
  95

  
	
  12.01.

  	
  Waiver

  	
  95

  
	
  12.02.

  	
  Notices

  	
  96

  
	
  12.03.

  	
  Expenses Etc.

  	
  96

  
	
  12.04.

  	
  Indemnification

  	
  96

  
	
  12.05.

  	
  Amendments. Etc.

  	
  97

  
	
  12.06.

  	
  Successors and Assigns

  	
  97

  
	
  12.07.

  	
  Confidentiality

  	
  99

  
	
  12.08.

  	
  Survival

  	
  99

  



 



 iii
 









 


	
  

  	
   

  	
   

  
	
   

  	
   

  
	
  12.09.

  	
  Captions

  	
  99

  
	
  12.10.

  	
  Counterparts; Integration

  	
  99

  
	
  12.11.

  	
  GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF
  JURY TRIAL

  	
  99

  
	
  12.12.

  	
  Canadian Borrowers’ and Swiss Borrower’s Agent

  	
  100

  
	
  12.13.

  	
  Designation of Indebtedness

  	
  100

  
	
  12.14.

  	
  Amendments to Security Documents, Etc.

  	
  100

  
	
  12.15.

  	
  USA PATRIOT Act

  	
  101

  
	
  12.16.

  	
  Additional Borrowers

  	
  101

  
	
  12.17.

  	
  Limitation of Liability

  	
  101

  
	
  12.18.

  	
  Releases of Guarantees and Liens

  	
  101

  



 



 iv
 









Schedules


 


	
  

  	
   

  	
   

  
	
  SCHEDULE I

  	
  -

  	
  Commitments

  
	
  SCHEDULE II

  	
  -

  	
  Subsidiaries; Investments in Joint Ventures and
  Other Persons

  
	
  SCHEDULE III

  	
  -

  	
  Credit Agreements, Indentures, Leases

  
	
  SCHEDULE IV

  	
  -

  	
  Existing Letters of Credit

  
	
   

  	
   

  	
   

  
	
  Exhibits

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A-1

  	
  -

  	
  Form of Revolving Credit Note

  
	
  EXHIBIT A-2

  	
  -

  	
  Form of Term Note

  
	
  EXHIBIT B

  	
  -

  	
  Subsidiary Guaranty

  
	
  EXHIBIT C

  	
  -

  	
  Company Guaranty

  
	
  EXHIBIT D

  	
  -

  	
  Company Pledge Agreement

  
	
  EXHIBIT E

  	
  -

  	
  Subsidiary Pledge Agreement

  
	
  EXHIBIT F

  	
  -

  	
  Canadian Borrower Pledge Agreement

  
	
  EXHIBIT G-1

  	
  -

  	
  Form of Opinion of Special New York Counsel to the
  Company

  
	
  EXHIBIT G-2

  	
  -

  	
  Form of Opinion of Special Nova Scotia Counsel to
  the Canadian Borrowers

  
	
  EXHIBIT H

  	
  -

  	
  Form of Opinion of Special New York Counsel to the
  Administrative Agent

  
	
  EXHIBIT I

  	
  -

  	
  Form of Acknowledgment and Confirmation of Guarantee
  or Security Document

  
	
  EXHIBIT J

  	
  -

  	
  Form of Commitment Increase Supplement

  
	
  EXHIBIT K

  	
  -

  	
  Form of Additional Lender Supplement

  
	
  EXHIBIT L

  	
  -

  	
  Form of Incremental Term Loan Activation Notice

  
	
  EXHIBIT M

  	
  -

  	
  Form of Assignment and Assumption

  
	
  EXHIBIT N-1

  	
  -

  	
  Form of Borrowing Subsidiary Agreement

  
	
  EXHIBIT N-2

  	
  -

  	
  Form of Borrowing Subsidiary Termination

  
	
   

  	
   

  	
   

  
	
  Annexes

  
	
   

  	
   

  	
   

  
	
  ANNEX A

  	
  -

  	
  Canadian Borrowers Provisions

  



 



 v















CREDIT AGREEMENT dated as
of April 16, 2007, among: IRON MOUNTAIN INCORPORATED, a corporation duly
organized and validly existing under the laws of the State of Delaware
(together with its successors and as more fully defined below, the “Company”);
IRON MOUNTAIN CANADA CORPORATION, a company organized and existing under the
laws of the Province of Nova Scotia (“IMCC”) and IRON MOUNTAIN NOVA SCOTIA
FUNDING COMPANY, a company organized and existing under the laws of the
Province of Nova Scotia (together with IMCC, the “Canadian Borrowers”);
IRON MOUNTAIN SWITZERLAND GMBH, a company organized and existing under the laws
of Switzerland (the “Swiss Borrower”); each of the lenders that is
listed under the caption “US$ LENDERS” on the signature pages hereto and each
lender or financial institution that becomes a “US$ Lender” after the
date hereof pursuant to Section 12.06 hereof (individually, together with its
successors, a “US$ Lender” and, collectively, together with their
respective successors, the “US$ Lenders”); each of the lenders that is
listed under the caption “US$-CANADIAN LENDERS” on the signature pages hereto
and each lender or financial institution that becomes a “US$-Canadian Lender”
after the date hereof pursuant to Section 12.06 hereof (individually, together
with its successors, a “US$-Canadian Lender” and, collectively, together
with their respective successors, the “US$-Canadian Lenders”);  each of the lenders that is listed under the
caption “MULTI-CURRENCY LENDERS” on the signature pages hereto and each lender
or financial institution that becomes a “Multi-Currency Lender” after
the date hereof pursuant to Section 12.06 hereof (individually, together with
its successors, a “Multi-Currency Lender” and, collectively, together
with their respective successors, the “Multi-Currency Lenders”); each of
the lenders that is listed under the caption “CANADIAN LENDERS” on the
signature pages hereto and each lender or financial institution that becomes a “Canadian
Lender” after the date hereof pursuant to Section 12.06 hereof
(individually, together with its successors, a “Canadian Lender” and,
collectively, together with their respective successors, the “Canadian
Lenders”); each of the lenders that is listed under the caption “INITIAL
TERM LENDERS” on the signature pages hereto and each lender or financial
institution that becomes an “Initial Term Lender” after the date hereof
pursuant to Section 12.06 hereof (individually, together with its successors,
an “Initial Term Lender” and, collectively, together with their
respective successors, the “Initial Term Lenders”); BARCLAYS BANK PLC
and BANK OF AMERICA, N.A., as Co-Syndication Agents, CITIZENS BANK OF
MASSACHUSETTS, THE ROYAL BANK OF SCOTLAND PLC, THE BANK OF NOVA SCOTIA and HSBC
BANK USA, NATIONAL ASSOCIATION, as Co-Documentation Agents, J.P. MORGAN
SECURITIES INC. and BARCLAYS CAPITAL, as co-arranger and joint bookrunners,
JPMORGAN CHASE BANK, TORONTO BRANCH, as Canadian Administrative Agent (in such
capacity, together with its successors in such capacity, the “Canadian
Administrative Agent”) and JPMORGAN CHASE BANK, N.A. as agent for the
Lenders (in such capacity, together with its successors in such capacity, the “Administrative
Agent”).


The parties hereto hereby
agree as follows:













Section
1  Definitions and Accounting Matters.


1.01.                        Certain
Defined Terms.  As used herein, the
following terms shall have the following meanings and the terms defined in
Annex A hereto shall have the meanings given to them therein (all terms
defined in this Section 1.01 or in other provisions of this Agreement in the
singular to have the same meanings when used in the plural and vice versa):


“ABR Loans” shall
mean Loans which bear interest at a rate based upon the Alternate Base Rate.


“Accounts Receivable
Financing” shall mean any accounts receivable sale arrangement, credit
facility or conditional purchase contract or similar arrangement providing
financing secured directly or indirectly by the accounts receivable and related
records, collateral and rights of the Company or its Subsidiaries; provided
that any such transaction shall be consummated pursuant to documentation in
form and substance reasonably satisfactory to the Administrative Agent, as
evidenced by its written approval thereof (such approval not to be unreasonably
withheld).


“Acknowledgment and
Confirmation of Guarantee or Security Document” shall mean an
Acknowledgment and Confirmation of Guarantee or Security Document, in
substantially the form of Exhibit I hereto, as said acknowledgment and
confirmation shall be modified and supplemented and in effect from time to
time.


“Acquired Debt”
shall mean, with respect to the Company or any Subsidiary, Indebtedness of any
other Person, existing at the time such other Person merged with or into or
became a Subsidiary of the Company or any Subsidiary thereof in connection with
a Permitted Acquisition occurring after the Effective Date, provided that (i)
such Indebtedness was not created by such other Person in contemplation of such
acquisition and (ii) the aggregate outstanding principal amount of such
Indebtedness shall not at any time exceed $100,000,000.


“Acquisition”
shall mean an acquisition of assets of, or all or substantially all of the
Capital Stock of, another business by the Company and/or one or more of its
Subsidiaries.


“Acquisition
Consideration” shall mean, with respect to any Acquisition, the aggregate
amount of consideration paid by the Company and its Subsidiaries in connection
therewith, inclusive of (a) Stock Consideration and (b) other consideration on
account of (i) any expenses incurred in connection with such Acquisition, (ii)
liabilities under agreements not to compete incurred in connection with such
Acquisition, (iii) the principal amount of Indebtedness assumed in connection
with such Acquisition and (iv) Additional Expenditures related to such
Acquisition.


“Additional Borrowers”
shall mean any Subsidiary of the Company that becomes a party hereto as a
Borrower pursuant to Section 12.16.


“Additional
Expenditures” shall mean, with respect to any Acquisition, amounts expended
or to be expended by the Company and its Subsidiaries within twelve months 



 2
 









after the date of such Acquisition to acquire or
construct facilities and equipment that are not part of the assets acquired
pursuant to such Acquisition but which are deemed by the Company to be
essential for the integration or restructuring of the assets so acquired.


“Adjusted EBITDA”
shall mean, for any period, EBITDA for such period, minus the tax provision for
such period currently payable.


“Administrative Questionnaire”
shall mean an administrative questionnaire in a form supplied by the
Administrative Agent.


“Affiliate” shall
mean, as to any Person, any other Person which directly or indirectly controls,
or is under common control with, or is controlled by, such Person and, if such
Person is an individual, any member of the immediate family (including parents,
siblings, spouse, children, stepchildren, nephews, nieces and grandchildren) of
such individual and any trust whose principal beneficiary is such individual or
one or more members of such immediate family and any Person who is controlled
by any such member or trust. As used in this definition, “control”
(including, with correlative meanings, “controlled by” and “under
common control with”) shall mean possession, directly or indirectly, of
power to direct or cause the direction of management or policies (whether
through ownership of securities or partnership or other ownership interests, by
contract or otherwise), provided that, in any event, any Person which
owns directly or indirectly more than 5% of the securities having ordinary
voting power for the election of directors or other governing body of a
corporation or more than 5% of the partnership or other ownership interests of
any other Person (other than as a limited partner of such other Person) will be
deemed to control such corporation or other Person.  Notwithstanding the foregoing, (a) no
individual shall be deemed to be an Affiliate of a corporation solely by reason
of his or her being an officer or director of such corporation and (b)
Subsidiaries shall be deemed not to be Affiliates of the Company or any of the
other Subsidiaries.


“Agreed Rate Loans”
shall mean the Swingline Loans as to which the Borrower and the Swingline
Lender with respect to such Swingline Loans have agreed to an interest rate per
annum to be applicable to such Swingline Loans for the Interest Period
applicable thereto (such rate, an “Agreed Rate”).


“Alternate Base Rate”
shall mean, for any day, a rate per annum equal to the greater of (a) the Prime
Rate in effect on such day and (b) the Federal Funds Effective Rate in effect
on such day plus 1⁄2 of 1%. Any change in the Alternate Base Rate due to a change
in the Prime Rate or the Federal Funds Effective Rate shall be effective from
and including the effective date of such change in the Prime Rate or the
Federal Funds Effective Rate, respectively.


“Applicable Commitment
Fee Rate” shall mean, at any time, the percentage per annum set forth in
the schedule below opposite the Pricing Level in effect at such time:



 3
 









 


	
  Pricing Level

  	
   

  	
  Applicable Commitment Fee Rate

  	
   

  
	
  Level 4

  Greater than or equal
  to 5.00 to 1.00

  	
   

  	
  0.500

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Level 3 

  Less than 5.00 to 1.00
  and greater than or equal to 4.00 to 1.00

  	
   

  	
  0.375

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Level 2 

  Less than 4.00 to 1.00
  and greater than or equal to 3.00 to 1.00

  	
   

  	
  0.300

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Level 1 

  Less than 3.00 to 1.00

  	
   

  	
  0.250

  	
  %

  



 


For purposes of this
definition, the “Pricing Level” in effect at any time shall be the level
(either Level 1, Level 2, Level 3 or Level 4) indicated in the schedule set
forth in the definition of “Applicable Margin” in this Section 1.01
corresponding to the Applicable Leverage Ratio in effect at such time.


“Applicable L/C
Percentage” shall mean, at any time, the Applicable Margin in effect at
such time with respect to Eurocurrency Loans that are Revolving Loans
(irrespective of whether at the time any Eurocurrency Loan is outstanding).


“Applicable Lending
Office” for each Lender and for each Type of Loan, the lending office of such
Lender (or of an affiliate of such Lender) designated for such Type of Loan in
the Administrative Questionnaire of such Lender or such other lending office of
such Lender (or of an affiliate of such Lender) as such Lender may from time to
time specify to the Administrative Agent and the Company as the office by which
its Loans of such Type are to be made and maintained.


“Applicable Leverage
Ratio” shall mean, at any time, the Consolidated Leverage Ratio as at the
end of the most recent fiscal quarter of the Company in respect of which
financial statements have been delivered by the Company pursuant to either
Section 9.01(a) or 9.01(b) hereof; provided, that no change in the
Applicable Leverage Ratio will take effect until the date five Business Days
following receipt by the Administrative Agent of the applicable financial
statements.


“Applicable Margin”
shall mean (a) with respect to the Initial Term Loans, (i) 0.50% in the case of
ABR Loans and (ii) 1.50% in the case of Eurocurrency Loans, (b) with respect to
Loans other than Term Loans, the rate for the respective Type of Loan set forth
below opposite the level (either Level 1, Level 2, Level 3 or Level 4)
indicated in the schedule set forth below corresponding to the Applicable
Leverage Ratio in effect at such time:



 4
 









 


	
  

  	
   

  	
  Applicable Margin

  	
   

  
	
  Range of Applicable

  Leverage Ratio

  	
   

  	
  ABR

  Loans

  	
   

  	
  Eurocurrency

  Loans

  	
   

  
	
  Level 4

  Greater than or equal
  to 5.00 to 1.00

  	
   

  	
  0.75

  	
  %

  	
  1.75

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level 3

  Less than 5.00 to 1.00
  and greater than or equal to 4.00 to 1.00

  	
   

  	
  0.50

  	
  %

  	
  1.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level 2

  Less than 4.00 to 1.00
  and greater than or equal to 3.00 to 1.00

  	
   

  	
  0.25

  	
  %

  	
  1.25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level 1

  Less than 3.00 to 1.00

  	
   

  	
  0

  	
  %

  	
  1.00

  	
  %

  



 


and (c) for Incremental
Term Loans, such per annum rates as shall be agreed to by the Company and the
applicable Incremental Term Lenders as shown in the applicable Incremental Term
Loan Activation Notice; provided, that if the Applicable Margin (which,
for such purposes only, shall be deemed to include all upfront or similar fees
or original issue discount payable to all Lenders providing the Incremental
Term Loans) relating to the Incremental Term Loans exceeds the Applicable
Margin (which, for such purposes only, shall be deemed to include all upfront
or similar fees or original issue discount payable to all Lenders providing the
Initial Term Loans) relating to the Initial Term Loans by more than 0.25%, the
Applicable Margin relating to the Initial Term Loans shall be adjusted to be
equal to the Applicable Margin (which, for such purposes only, shall be deemed
to include all upfront or similar fees or original issue discount payable to
all Lenders providing the Incremental Term Loans) relating to the Incremental
Term Loans minus 0.25%.


“Arrangers” shall
mean J.P. Morgan Securities Inc. and Barclays Capital.


“Australian Dollars”
shall mean the lawful currency of the Commonwealth of Australia.


“Bankruptcy Code”
shall mean the United States Bankruptcy Code, as now or hereafter in effect, or
any successor statute.



 5
 









“Basic Documents”
shall mean this Agreement, the Notes, the Letter of Credit Documents, the
Company Guaranty, the Subsidiary Guaranty, the Security Documents and the
Acknowledgment and Confirmation of Guarantee or Security Document entered into
pursuant to the terms hereof.


“Board” shall mean
the Board of Governors of the Federal Reserve System of the United States of
America.


“Borrowers” shall
mean the Company, the Canadian Borrowers, the Swiss Borrower and any Additional
Borrower.


“Borrowing Date”
shall mean any Business Day specified by the Company as a date on which the
Company requests the relevant Lenders to make Loans hereunder.


“Business Day”
shall mean any day other than a day on which commercial banks are authorized or
required to close in New York City and, where such term is used in the
definition of “Quarterly Date” in this Section 1.01 or if such day relates to a
borrowing of, a payment or prepayment of principal of or interest on, a
conversion of or into, or an Interest Period for, a Eurocurrency Loan or a
notice with respect to any such borrowing, payment, prepayment, conversion or
Interest Period, which is also a day on which dealings in Dollar deposits are
carried out in the London interbank market.


“Calculation Date”
shall mean any Business Day as the Administrative Agent shall elect, but in any
event, at least once each calendar month. 
So long as no Event of Default has occurred and is continuing, the
Administrative Agent shall, to the extent practicable, select the first
day of each Interest Period applicable to Multi-Currency Loans as Calculation
Dates.


“Canadian Borrower
Pledge Agreement” shall mean the pledge agreement, dated as of February 1,
2000, between the Canadian Borrowers and the Canadian Administrative Agent, as
the same shall be modified and supplemented and in effect from time to
time.  The Canadian Borrower Pledge
Agreement as in effect on the Effective Date is attached as Exhibit F hereto.


“Canadian Commitments”
shall have the meaning assigned to such term in Annex A hereto.


“Canadian Dollars”
shall have the meaning assigned to such term in Annex A hereto.


“Canadian Lenders”
shall have the meaning assigned to such term in the Preamble hereto.


“Canadian Pension Plan”
shall mean any plan, program, arrangement or understanding that is a pension
plan for the purposes of any applicable pension benefits or tax laws of Canada
(whether or not registered under any such laws) which is maintained or
contributed to by (or to which there is or may be an obligation to contribute
of), the Company, the Canadian Borrowers or any other Subsidiary of the Company
in 



 6
 









respect of any person’s employment in Canada or a
province or territory thereof with the Company, the Canadian Borrowers or any
other Subsidiary of the Company and all related agreements, arrangements and
understandings in respect of, or related to, any benefits to be provided
thereunder or the effect thereof on any other compensation or remuneration of
any employee.


“Canadian Security
Documents” shall mean the Canadian Borrower Pledge Agreement and all other
security documents hereafter delivered to the Canadian Administrative Agent
granting a Lien on the stock of the Canadian Borrowers or any other Canadian
Subsidiary to secure the obligations and liabilities of the Canadian Borrowers
hereunder and under any of the other Loan Documents or to secure any guarantee
by any Canadian Subsidiary of any such obligations and liabilities.


“Canadian Subsidiary”
shall mean a Subsidiary incorporated under the laws of Canada or any province
or territory thereof.


“Capital Expenditures”
shall mean capital expenditures by the Company or any of its Subsidiaries
during the relevant period determined in accordance with GAAP.


“Capital Lease
Obligations” shall mean, as to any Person, the obligations of such Person
to pay rent or other amounts under a lease of (or other agreement conveying the
right to use) real and/or personal property which obligations are required to
be classified and accounted for as a capital lease on a balance sheet of such
Person under GAAP (including Statement of Financial Accounting Standards No. 13
of the Financial Accounting Standards Board) and, for purposes of this
Agreement, the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP (including such Statement No. 13).


“Capital Stock”
shall mean, with respect to any Person, any and all shares, interests,
participations or other equivalents (however designated, whether voting or non-voting)
of such Person’s capital stock or other ownership interests, including, without
limitation, all common stock and all preferred stock.


“Cash Management
Agreement” shall mean any agreement to provide cash management services,
including treasury, depository, overdraft, credit or debit procurement card,
electronic funds transfer and other cash management arrangements.


“Casualty Event”
shall mean, with respect to any property of any Person, any loss of or damage
to, or any condemnation or other taking of, such property for which such Person
or any of its Subsidiaries receives insurance proceeds, or proceeds of a
condemnation award or other compensation.


“CERCLA” means the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended.


“Change of Control”
shall mean that:



 7
 









(a)                                  any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act), other than the Principal Stockholders (or any of them), is or
becomes the “beneficial owner” (as defined in Rules 1 3d-3 and 1 3d-5
under the Exchange Act), directly or indirectly, of more than 50% of the voting
power of all classes of Voting Stock of the Company, or


(b)                                 in
any consecutive 25-month period, individuals who at the beginning of such
period constituted the Board of Directors of the Company (together with any new
directors whose election to such Board of Directors, or whose nomination for
election by the stockholders of the Company, was approved by a vote of at least
66-2/3% of the directors still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors then in office; or


(c)                                  the
Company shall be required pursuant to the provisions of the Senior Subordinated
Debt Documents (or any other agreement or instrument relating to or providing
for any other Subordinated Indebtedness) to redeem or repurchase, or make an
offer to redeem or repurchase, all or any portion of the Senior Subordinated
Debt (or such Subordinated Indebtedness, as the case may be) as a result of a
change of control (however defined).


“Code” shall mean
the Internal Revenue Code of 1986, as amended, or any successor statute.


“Collateral Account”
shall mean a cash collateral account in the name and under the control of the
Administrative Agent (and the Multi-Currency Payment Agent) maintained in
accordance with the terms of the Security Documents.


“Commitment Period”
shall mean the period from and including the Effective Date to but not
including the Commitment Termination Date.


“Commitments”
shall mean the US$ Commitments, the US$-Canadian Commitments, the
Multi-Currency Commitments, the Canadian Commitments (for all purposes other
than Sections 2, 3, 4, 5 and 6 hereof) and the Initial Term Commitments.


“Commitment
Termination Date” shall mean April 16, 2012 (or, if such day is not a
Business Day, the next preceding Business Day) or, in the case of the Term
Loans (and for the purposes of Sections 9.08 and 12.05), the Facility
Termination Date or Incremental Term Maturity Date, as applicable.


“Company” shall
mean Iron Mountain Incorporated, a Delaware corporation.


“Company Guaranty”
shall mean the guaranty, dated as of February 1, 2000, as said agreement shall
be modified and supplemented and in effect from time to time, pursuant to which
the Company guarantees the obligations of the Canadian Borrowers under the
Basic Documents.  The Company Guaranty as
in effect on the Effective Date is attached hereto as Exhibit C.



 8
 









“Company Pledge
Agreement” shall mean the pledge agreement, dated as of February 1, 2000,
between the Company and the Administrative Agent, as the same shall be modified
and supplemented and in effect from time to time.  The Company Pledge Agreement as in effect on
the Effective Date is attached hereto as Exhibit D.


“Consolidated Leverage
Ratio” shall have the meaning assigned to such term in Section 9.09 hereof.


 “Consolidated Net Tangible Assets”
shall mean at any date the assets of the Company and its Subsidiaries
determined on such date on a consolidated basis, less goodwill and other
intangible assets.


“Controlled Group”
shall mean all members of a controlled group of corporations and all trades or
businesses (whether or not incorporated) under common control which, together
with the Company, are treated as a single employer under Section 414 of the
Code.


“Currency Exchange
Agreement” shall mean a currency exchange agreement or similar arrangement
between the Company and one or more of the Lenders.


“C$ Loan” shall
have the meaning assigned to such term in Annex A hereto.


“C$ Prime Loans”
shall have the meaning assigned to such term in Annex A hereto.


“C$ Prime Rate”
shall have the meaning assigned to such term in Annex A hereto.


“CDOR Rate” shall
have the meaning assigned to such term in Annex A hereto.


“Default” shall
mean an Event of Default or an event which with notice or lapse of time or both
would, unless cured or waived, become an Event of Default.


“De Minimus Excluded
Subsidiary” shall mean an Excluded Subsidiary designated as such by the
Company, provided, that after giving effect to such designation, the
aggregate net tangible assets (excluding therefrom any shares or all of equity
interests held by any designated Excluded Subsidiary in another Excluded
Subsidiary) of the Excluded Subsidiaries so designated does not exceed
$100,000,000.


“Dollar Equivalent”
shall mean, on any date of determination, with respect to any amount in any
Multi-Currency, the equivalent in Dollars of such amount, determined by the
Administrative Agent or the Canadian Administration Agent using the Exchange
Rate with respect to such Multi-Currency then in effect, in the case of any
such Multi-Currency as determined pursuant to Section 2.09.


“Dollars”, “US$”
and “$” shall mean lawful money of the United States of America.



 9
 









“Domestic Subsidiary”
shall mean any Subsidiary of the Company organized in the United States of
America.


“EBITDA” shall
mean, for any period, the sum (without duplication), determined on a
consolidated basis for the Company and its Subsidiaries, of (a) net income for
such period plus (b) to the extent deducted in determining net income
for such period, the sum of (i) depreciation and amortization (including
deferred financing costs, organization costs, goodwill and non-compete
amortization) for such period, (ii) other non-cash expenses for such
period (including minority interest expense), (iii) Interest Expense for such
period, (iv) provision for income taxes for such period, (v) extraordinary,
unusual or non-recurring charges or other items (including without limitation
losses arising from any natural disasters, debt extinguishment expenses,
foreign currency transaction losses and losses on investments) for such period
determined in accordance with GAAP, (vi) non-compete expenses for such
period to the extent not capitalized in accordance with GAAP and (vii) losses
on sales of fixed assets not in the ordinary course of business for such period
after giving effect to any related charges for, reductions of or provisions for
taxes thereon minus (c) to the extent included in the calculation of net
income for such period, the sum of (i) other income (including interest income)
for such period (including gains attributable to minority interest in its
Subsidiaries), (ii) extraordinary, unusual or non-recurring gains or other
items (including without limitation gains resulting from debt extinguishment,
foreign currency transaction gains and gains on investments) for such period
determined in accordance with GAAP and (iii) gains on sales of fixed assets not
in the ordinary course of business for such period after giving effect to any
related charges for, reductions of or provisions for taxes thereon.


For the purposes of
calculating the ratios set forth in Sections 9.09 and 9.11 there may, at the
Company’s option (such option to be consistently applied with respect to each
transaction), be included in EBITDA for any relevant period, on a pro  forma
basis (adjusted to give effect to expenses that will not be ongoing), the net
income (and the additions and subtractions thereto referred to above) for such
period of any Person (or assets) acquired after the commencement of such period
in connection with any Permitted Acquisition or any acquisition pursuant to
Section 9.14(viii)(b) hereof having Acquisition Consideration, in the case of
any such Permitted Acquisition, or an aggregate amount of consideration paid,
in the case of such acquisition pursuant to Section 9.14(viii)(b) hereof, of
more than $500,000. The net income (and the related additions and subtractions)
of the Person or assets acquired pursuant to such acquisition for such period
shall be calculated by reference to the most recent available quarterly
financial statements of the acquired business, annualized.


“Effective Date”
shall have the meaning assigned to such term in Section 7.01 hereof.


“Environmental Laws”
shall mean any and all federal, state, local and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, codes, plans,
injunctions, permits, concessions, grants, franchises, licenses or other
governmental restrictions, contracts, indemnities, assumptions of liability or
agreements relating to the environment or to emissions, discharges or releases
of pollutants, contaminants, 



 10
 









petroleum or petroleum products, chemicals or
industrial, toxic or hazardous substances or wastes into the environment
including, without limitation, ambient air, surface water, ground water or
land, or otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of pollutants,
contaminants, petroleum or petroleum products, chemicals or industrial, toxic
or hazardous substances or wastes or the clean-up or other remediation
thereof.


“Environmental
Liabilities” shall mean all liabilities of the Company and each Subsidiary,
whether vested or unvested, contingent or fixed, actual or potential which
arise under or relate to Environmental Laws.


“ERISA” shall mean
the Employee Retirement Income Security Act of 1974, as amended from time to
time.


“Eurocurrency Base
Rate” shall mean, (a) with respect to any Eurocurrency Loans denominated in
Dollars, Canadian Dollars, Australian Dollars, New Zealand Dollars, euros, Yen
and Rand the rate per annum determined on the basis of the rate for deposits in
the relevant currency for a period equal to such Interest Period commencing on
the first day of such Interest Period appearing on Page 3750 of the Telerate
screen or, with respect to Canadian Dollars only, Page 3740 of the Telerate
screen as of 11:00 a.m., London time, two Business Days prior to the beginning
of such Interest Period.  In the event
that such rate does not appear on Page 3750 or Page 3740, as applicable, of the
Telerate screen (or otherwise on such screen), the “Eurocurrency Base Rate”
shall be determined by reference to such other comparable publicly available
service for displaying eurocurrency rates as may be selected by the
Administrative Agent or, in the absence of such availability, by reference to
the rate at which the Administrative Agent is offered currency deposits in the
relevant currency at or about 11:00 a.m., New York City time, two Business Days
prior to the beginning of such Interest Period in the interbank eurocurrency
market where its eurocurrency and foreign currency and exchange operations are
then being conducted for delivery on the first day of such Interest Period for
the number of days comprised therein and (b) with respect to Eurocurrency Loans
denominated in Pounds Sterling, the rate per annum determined by the
Administrative Agent to be the average of the rates quoted by the Reference
Lenders at approximately 11:00 a.m. London time (or as soon thereafter as
practicable) on the day two Business Days prior to the first day of the
Interest Period for such Loans for the offering by the Reference Lenders to
leading banks in the Paris interbank market of deposits in Pounds Sterling
having a term comparable to such Interest Period and in an amount comparable to
the principal amount of the respective Eurocurrency Loans of the Reference
Lenders to which such Interest Period relates. 
If any Reference Lender is not participating in any Eurocurrency Loans
during the Interest Period therefor (pursuant to Section 6.04 hereof or for any
other reason), the Eurocurrency Base Rate for such Loans for such Interest
Period shall be determined by reference to the amount of the Loan which such
Reference Lender would have made had it been participating in such Loans. If
any Reference Lender does not furnish a timely quotation, the Administrative
Agent shall determine the relevant interest rate on the basis of the quotation
or quotations furnished by the remaining Reference Lender or Lenders or, if
none of such quotations is available on a timely basis, the provisions of
Section 6.02 shall apply.



 11
 









“Eurocurrency Loans”
shall mean Loans the interest on which is determined on the basis of rates
referred to in the definition of “Eurocurrency Base Rate” in this Section 1.01.


“Eurocurrency Rate”
shall mean, for any Eurocurrency Loans, a rate per annum (rounded upwards, if
necessary, to the nearest 1/32 of 1%) determined by the Administrative Agent to
be equal to (i) the Eurocurrency Base Rate for such Loans for the Interest
Period for such Loans divided by (ii) 1 minus the Reserve Requirement for such
Loans.


“euros” shall mean
the single currency of the European Union as constituted by the Treaty on the
European Union.


“Events of Default”
shall have the meaning assigned to such term in Section 10.01 hereof.


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended from time to time.


“Exchange Rate”
shall mean with respect to any Multi-Currency on a particular date, the rate at
which such Multi-Currency may be exchanged into Dollars in London on a spot
basis, as set forth on the display page of the Reuters System applicable to
such Multi-Currency as reasonably determined by the Administrative Agent.  In the event that such rate does not appear
on any Reuters display page, the Exchange Rate with respect to such Multi-Currency
shall be determined by reference to such other publicly available service for
displaying exchange rates as may be agreed upon by the Administrative Agent and
the Company or, in the absence of such agreement, such Exchange Rate shall
instead be determined by reference to the Administrative Agent’s spot rate of
exchange quoted to prime banks in London in the London interbank market where
its foreign currency exchange operations in respect of such Multi-Currency are
then being conducted, at or about noon, local time, at such date for the purchase
of Dollars with such Multi-Currency, for delivery on a spot basis; provided,
however, that if at the time of any such determination, for any reason,
no such spot rate is being quoted and no other methods for determining the
Exchange Rate can be determined as set forth above, the Administrative Agent
may use any reasonable method it deems applicable to determine such rate, and
such determination shall be conclusive absent manifest error.


“Excluded Subsidiary”
shall mean any Subsidiary of the Company principally engaged in the records and
information management business or related activities organized outside of the
United States of America.


“Excluded Subsidiary
Material Adverse Change” shall mean the occurrence of a material adverse
change in the business, assets, property, condition (financial or otherwise) or
prospects of the Excluded Subsidiaries, taken as a whole.


“Excluded Taxes”
shall mean, with respect to the Administrative Agent, any Lender, the Issuing
Bank or any other recipient of any payment to be made by or on account of any
obligation of any Borrower hereunder, (a) taxes imposed on or measured 



 12
 









by its overall net income (however denominated), and
franchise taxes imposed on it (in lieu of net income taxes), by the
jurisdiction (or any political subdivision thereof) under the laws of which
such recipient is organized or in which its principal office is located or, in
the case of any Lender, in which its applicable lending office is located, (b)
any branch profits taxes imposed by the United States of America or any similar
tax imposed by any other jurisdiction in which such Borrower is located and (c)
in the case of a Foreign Lender (other than an assignee pursuant to a request
by the Company under Section 6.07), any withholding tax, other than a
withholding tax with respect of payments by any Additional Borrower, that is
imposed on amounts payable to such Foreign Lender at the time such Foreign
Lender becomes a party hereto (or designates a new lending office) or is
attributable to such Foreign Lender’s failure or inability (other than as a
result of a Change in Law) to comply with Section 5.08(e), except to the extent
that such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive additional
amounts from such Borrower with respect to such withholding tax pursuant to
Section 5.08(a).


“Existing Credit
Agreement” shall mean the Seventh Amendment and Restated Credit Agreement
dated as of July 8, 2004 (as amended, restated, supplemented or otherwise
modified from time to time) among the Company, certain lenders party thereto
and the Administrative Agent.


“Existing Physical
Facility” shall mean any Physical Facility owned by the Company or any of
its Subsidiaries on the Effective Date.


“Existing Letters of
Credit” shall mean, collectively, all letters of credit identified on
Schedule IV hereto and outstanding on the Effective Date.


“Facility Termination
Date” shall mean April 16, 2014 (or, if such day is not a Business Day, the
next preceding Business Day).


“Federal Funds
Effective Rate” shall mean, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers, as published on the next succeeding Business Day by
the Federal Reserve Bank of New York, or, if such rate is not so published for
any day that is a Business Day, the average (rounded upwards, if necessary, to
the next 1/100 of 1%) of the quotations for such day for such transactions
received by the Administrative Agent from three Federal funds brokers of
recognized standing selected by it.


“Fixed Charges”
shall mean for any period the sum of (i) Scheduled Amortization for such period
plus (ii) Interest Expense for such period plus (iii) 50% of the
total Capital Expenditures (total Capital Expenditures being calculated for
this purpose to exclude replacement Capital Expenditures made with the proceeds
of insurance) for such period plus (iv) the aggregate amount of non-compete
expenses for such period to the extent not capitalized in accordance with GAAP plus
(v) the aggregate amount of dividend payments in cash by the Company during
such period.



 13
 









“Foreign Lender”
shall mean any Lender that is organized under the laws of a jurisdiction other
than that in which the Company, the Canadian Borrowers, the Swiss Borrower or
the Additional Borrower, as the case may be, is resident for tax purposes.  For purposes of this definition, the United
States of America, each State thereof and the District of Columbia shall be
deemed to constitute a single jurisdiction.


“Funded Indebtedness”
shall mean, without duplication, (a) Indebtedness that matures or otherwise
becomes due more than one year after the incurrence thereof or is extendible,
renewable or refundable, at the option of the obligor, to a date more than one
year after the incurrence thereof (including the current portion thereof) and
(b) Indebtedness outstanding hereunder.


“GAAP” shall mean
generally accepted accounting principles as in effect from time to time in the
United States of America consistently applied.


“Governmental
Authority” shall mean any nation or government, any state or other
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to
government.


“Guaranty” by any
Person shall mean any obligation, contingent or otherwise, of such Person
directly or indirectly guaranteeing any Indebtedness of any other Person and,
without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness
(whether arising by virtue of partnership arrangements, by agreement to keep-well,
to purchase assets, goods, securities or services, to take-or-pay,
or to maintain financial statement conditions or otherwise, other than
agreements to purchase goods at an arm’s length price in the ordinary course of
business) or (ii) entered into for the purpose of assuring in any other manner
the holder of such Indebtedness of the payment thereof or to protect such
holder against loss in respect thereof (in whole or in part), provided
that the term Guaranty shall not include endorsements for collection or deposit
in the ordinary course of business. The term “Guarantee” used as a verb
has a corresponding meaning.


“Hazardous Substances”
shall mean any toxic, caustic or otherwise hazardous substance, including
petroleum, its derivatives, by-products and other hydrocarbons, including
any substance regulated under Environmental Laws.


“Hedging Agreement”
shall mean any Interest Rate Agreement or Currency Exchange Agreement between
the Company and any financial institution.


“IME” shall mean
Iron Mountain Europe Limited, a company organized under the laws of England and
Wales.


“IME Credit Agreement”
shall mean the Credit Facilities Agreement, dated March 2004, for IME, arranged
by Barclays Capital, and The Governor and Company of The Bank of Scotland,
acting as Facility Agent and Security Trustee.



 14
 









“Incremental Term
Lenders” shall mean each Lender that holds an Incremental Term Loan.


“Incremental Term Loan
Activation Notice” shall mean a notice substantially in the form of Exhibit
L.


“Incremental Term
Loans” shall mean any Loan made pursuant to Section 2.01(c).


“Incremental Term
Maturity Date” shall mean with respect to the Incremental Term Loans to be
made pursuant to any Incremental Term Loan Activation Notice, the maturity date
specified in such Incremental Term Loan Activation Notice, which date shall be
April 16, 2014 or later.


“Indebtedness”
shall mean, as to any Person (determined without duplication):


(i)                                     indebtedness
of such Person for borrowed money (whether by loan or the issuance and sale of
debt securities) or for the deferred purchase or acquisition price of property
or services (including amounts payable under agreements not to compete and
other similar arrangements), other than accounts payable (other than for
borrowed money) incurred in the ordinary course of business and accrued
expenses incurred in the ordinary course of business;


(ii)                                  obligations
of such Person in respect of letters of credit or similar instruments issued or
accepted by banks and other financial institutions for the account of such
Person;


(iii)                               Capital
Lease Obligations and Synthetic Lease Obligations of such Person;


(iv)                              obligations
of such Person to redeem or otherwise retire shares of Capital Stock of such
Person;


(v)                                 for
purposes of Section 10.01(b) only, indebtedness of such Person under any
Hedging Agreement and any Cash Management Agreement;


(vi)                              indebtedness
of others of the type described in clauses (i) through (v) above secured by a
Lien on the property of such Person, whether or not the respective obligation
so secured has been assumed by such Person;


(vii)                           indebtedness
of others of the type described in clauses (i) through (v) above Guaranteed by
such Person; and


(viii)                        Accounts Receivable
Financings and Permitted Mortgage Financings of such Person.


Notwithstanding
anything to the contrary contained in clause (i) of the preceding sentence,
indebtedness of any Person in respect of amounts payable under an agreement 



 15
 









not to compete shall be the amount carried on the
balance sheet of such Person in respect of such agreement in accordance with
GAAP.


“Indemnified
Taxes” shall mean Taxes other than Excluded Taxes.


“Initial Term
Commitment” shall mean, as to each Initial Term Lender, the obligation of
such Initial Term Lender to make Initial Term Loans, in an aggregate principal
or stated amount at any one time outstanding up to but not exceeding the amount
set forth opposite such Initial Term Lender’s name on Schedule I hereto under
the caption “Initial Term Commitment” or, in the case of a Person that is party
to an assignment permitted under Section 12.06 hereof after the Effective Date,
as specified in the respective instrument of assignment pursuant to which such
assignment is effected (as the same may be reduced at any time or from time to
time pursuant to Section 3.02 hereof). 
The original aggregate amount of the Initial Term Commitments is
$300,000,000.


“Initial Term
Lenders” shall have the meaning assigned to such term in the Preamble
hereto.


“Initial Term
Loans” shall have the meaning ascribed to such term in Section 2.01(a).


“Interest
Expense” shall mean, for any period, the sum (determined without
duplication) of the aggregate amount of interest accruing during such period on
Indebtedness of the Company and its Subsidiaries (on a consolidated basis),
including the interest portion of rental or similar payments under Capital
Lease Obligations and Synthetic Leases and any capitalized interest, and
excluding amortization of debt discount and expense, interest paid in kind and
any swap “breakage” or similar costs.


“Interest
Period” shall mean, with respect to any Eurocurrency Loans, the period
commencing on the date such Loans are made or converted from ABR Loans or the
last day of the next preceding Interest Period with respect to such Loans and
ending on the numerically corresponding day in the first, second, third, sixth
or (if acceptable to all Lenders) twelfth calendar month thereafter, as the
Company may select as provided in Section 5.05 hereof, except that each such
Interest Period which commences on the last Business Day of a calendar month
(or on any day for which there is no numerically corresponding day in the
appropriate subsequent calendar month) shall end on the last Business Day of
the appropriate subsequent calendar month. Notwithstanding the foregoing:


(i)                                     if
any Interest Period would otherwise end after the Commitment Termination Date,
such Interest Period shall end on the Commitment Termination Date;


(ii)                                  each
Interest Period that would otherwise end on a day that is not a Business Day
shall end on the next succeeding Business Day (or, if such next succeeding
Business Day falls in the next succeeding calendar month, on the next preceding
Business Day); and



 16
 









(iii)                               notwithstanding
clause (i) above, no Interest Period shall have a duration of less than one
month and, if the Interest Period for any Eurocurrency Loan would otherwise be
a shorter period, such Loans shall not be available hereunder for such period.


With respect to any Agreed Rate Loans, the Interest
Period shall be the period agreed to by the Borrower and the Swingline Lender
with respect thereto as the period during which such Agreed Rate Loan may be
outstanding.


“Interest Rate
Agreement” shall mean an interest rate swap agreement, interest rate cap
agreement or similar arrangement between the Company and any financial
institution.


“Investments”
shall have the meaning assigned to such term in Section 9.14 hereof.


“Issuing Bank”
shall mean JPMorgan Chase Bank or any Affiliate thereof or any other Lender so
designated with the consent of such other Lender, JPMorgan Chase Bank and the
Company.


“JPMorgan Chase
Bank” shall mean JPMorgan Chase Bank, N.A. and its successors.


“Lenders”
shall mean the US$ Lenders, the US$-Canadian Lenders, the Multi-Currency
Lenders, the Canadian Lenders (for all purposes other than Sections 3, 4, 5
(other than 5.08(b), 5.08(c) and 5.09) and 6 hereof) and the Term Lenders.


“Letter of
Credit Documents” shall mean, with respect to any Letter of Credit,
collectively, any application therefor and any other agreements, instruments,
guarantees or other documents (whether general in application or applicable
only to such Letter of Credit) governing or providing for (a) the rights and
obligations of the parties concerned or at risk with respect to such Letter of
Credit or (b) any collateral security for any of such obligations, each as the
same may be modified and supplemented and in effect from time to time.


“Letter of
Credit Liability” shall mean, without duplication, at any time and in
respect of any Letter of Credit, the sum of (a) the undrawn stated amount of
such Letter of Credit plus (b) the aggregate unpaid principal amount of
all Reimbursement Obligations at such time due and payable in respect of all
drawings made under such Letter of Credit. For purposes of this Agreement, a
Lender (other than the Issuing Bank) shall be deemed to hold a Letter of Credit
Liability in an amount equal to its participation interest in the related
Letter of Credit under Section 2.08 hereof or Annex A hereto, as the case may
be, and the Issuing Bank shall be deemed to hold a Letter of Credit Liability
in an amount equal to its retained interest in the related Letter of Credit
after giving effect to the acquisition by the Lenders other than the Issuing
Bank of their participation interests under said Section 2.08.



 17
 









“Letters of
Credit” shall have the meaning assigned to such term in Section 2.08 hereof
and, unless the content otherwise requires, refers to Canadian Letters of
Credit as defined in Annex A hereto.


“Lien”
shall mean, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset. For the
purposes of this Agreement, the Company and each of its Subsidiaries shall be
deemed to own subject to a Lien any asset which it has acquired or holds
subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement relating to such asset.


“Liquid
Investments” shall mean:


(i)                                     deposits
maturing within 90 days of the acquisition thereof denominated in freely
exchangeable currencies and issued by (X) a Lender or (Y) a bank or trust
company having combined capital and surplus of at least $500,000,000 and which
has (or which is a Subsidiary of a bank holding company which has) publicly
traded debt securities rated A or higher by Standard & Poor’s Ratings
Services or A-2 or higher by Moody’s Investors Service, Inc.;


(ii)                                  repurchase
obligations with a term of not more than seven days for underlying securities
of the types described in clause (i) above entered into with (x) any Lender or
(y) any bank or trust company meeting the qualifications specified in clause
(i)(Y) above;


(iii)                               obligations
issued or guaranteed by the United States of America, with maturities not more
than one year after the date of issue;


(iv)                              commercial
paper with maturities of not more than 90 days and a published rating of not
less than A-2 and P-2 (or the equivalent rating); and


(v)                                 investments
in money market funds substantially all of whose assets are comprised of
securities and other obligations of the types described in clauses (i) through
(iv) above.


“Loans”
shall mean the US$ Loans, the US$-Canadian Loans, the Multi-Currency Loans, the
Swingline Loans, the C$ Loans (for all purposes other than Sections 3,4,5 and 6
hereof) and the Term Loans.


“Majority
Lenders” shall mean Lenders having at least 51% of (a) the aggregate amount
of (i) the Revolving Commitments and (ii) the Initial Term Commitments (or, if
the Term Loans have been made, the aggregate unpaid principal amount of the
Term Loans) or (b) if the Revolving Commitments shall have terminated, the
aggregate unpaid principal amount of the Loans and Letter of Credit Liabilities.


“Material
Adverse Effect” shall mean a material adverse effect on (a) the business,
assets, property, condition (financial or otherwise) or prospects of the
Company and its Subsidiaries taken as a whole, (b) the validity or
enforceability of any of the Basic 



 18
 









Documents, (c) the rights and remedies of the Lenders
and the Administrative Agent or the Multi-Currency Payment Agent under any of
the Basic Documents or the Senior Subordinated Debt Documents or (d) the timely
payment of the principal of or interest on the Loans or the Reimbursement
Obligations or other amounts payable in connection therewith.


“Merging
Subsidiary” shall have the meaning assigned to such term in Section 9.04
hereof.


“Multi-Currency”
shall mean each of Pounds Sterling, euros, Dollars, Canadian Dollars,
Australian Dollars, New Zealand Dollars, Yen and Rand.


“Multi-Currency
Commitment” shall mean, as to each Multi-Currency Lender, the obligation of
such Multi-Currency Lender to make Multi-Currency Loans, and to issue or
participate in Multi-Currency Swingline Loans and Letters of Credit pursuant to
Section 2.08 hereof, in an aggregate principal or stated amount at any one time
outstanding up to but not exceeding the amount set forth opposite such
Multi-Currency Lender’s name on Schedule I hereto under the caption “Multi-Currency
Commitment” (expressed in Dollars) or, in the case of a Person that is party to
an assignment permitted under Section 12.06 hereof after the Effective Date, as
specified in the respective instrument of assignment pursuant to which such
assignment is effected (as the same may be reduced or increased at any time or
from time to time pursuant to Section 2.01, 2.02 or 3.02 hereof).  The original aggregate amount of the Multi-Currency
Commitments is $250,000,000.


“Multi-Currency
Loan” shall have the meaning assigned to such term in Section 2.01.


“Multi-Currency
Loans (Dollar Equivalent)” shall mean the Dollar Equivalent of the relevant
Multi-Currency Loans.


“Multi-Currency
Payment Agent” shall mean the London branch office of JPMorgan Chase Bank.


“Multi-Currency
Percentage” shall mean, with respect to any Multi-Currency Lender at any
time, the ratio (expressed as a percentage) of (a) the amount of the
Multi-Currency Commitment of such Multi-Currency Lender at such time to (b) the
aggregate amount of the Multi-Currency Commitments of all of the Multi-Currency
Lenders at such time.


“Multi-Currency
Swingline Commitment” shall mean the obligation of the Swingline Lender to
make Multi-Currency Swingline Loans pursuant to Section 2.01(d) in an aggregate
principal amount at any one time not to exceed $30,000,000.


“Multi-Currency
Swingline Loans” shall have the meaning assigned to such term in Section
2.01(d).



 19
 









“Multi-Currency
Swingline Participation Amount” shall have the meaning assigned to such
term in section 3.03(c)(iii).


“Multiemployer
Plan” shall mean at any time an employee pension benefit plan within the
meaning of Section 4001 (a)(3) of ERISA to which the Company or any member of
the Controlled Group is then making or accruing an obligation to make
contributions or has within the preceding five plan years made contributions,
including for these purposes any Person which ceased to be a member of the
Controlled Group during such five year period.


“Net Cash
Proceeds” shall mean, in each case as set forth in a statement in
reasonable detail delivered to the Administrative Agent:


(a)                                  with
respect to the disposition of any asset by the Company or any of its
Subsidiaries, the excess, if any, of (i) the cash received in connection with
such disposition over (ii) the sum of (A) the principal amount of any
Indebtedness which (except in the case of Indebtedness of any Excluded
Subsidiary permitted under clause (v) of Section 9.08 hereof) is secured by
such asset and which (in all cases) is required to be repaid in connection with
the disposition thereof, plus (B) the reasonable out-of-pocket
expenses incurred by the Company or such Subsidiary, as the case may be, in
connection with such disposition, plus (C) provision for taxes,
including income taxes, attributable to the disposition of such asset;


(b)                                 with
respect to the issuance of any Indebtedness of the Company or any its
Subsidiaries, the gross proceeds received by the Company or such Subsidiary
from such issuance less all reasonable legal expenses, discounts and
commissions and other fees and expenses incurred or to be incurred and all
federal, state, local and foreign taxes assessed or to be assessed in
connection therewith; and


(c)                                  in
the case of any Casualty Event, the aggregate amount of proceeds of insurance,
condemnation awards and other compensation received by the Company and its
Subsidiaries in respect of such Casualty Event net of (i) reasonable expenses
incurred by the Company and its Subsidiaries in connection therewith and (ii)
contractually required repayments of Indebtedness to the extent secured by a
Lien on such property and any income and transfer taxes payable by the Company
or any of its Subsidiaries in respect of such Casualty Event.


“New Zealand
Dollars” shall mean the lawful currency of New Zealand.


“1999 Senior
Subordinated Debt” shall mean Indebtedness of the Company in respect of the
8-1/4% Senior Subordinated Notes of the Company due July 1, 2011 issued
pursuant to the 1999 Senior Subordinated Debt Indenture.


“1999 Senior
Subordinated Debt Indenture” shall mean the indenture dated as of
April 26, 1999 among the Company, certain of its Subsidiaries and The Bank
of New 



 20
 









York, as Trustee, as the same may be amended or
modified, without prejudice to the provisions of Section 9.19 hereof.


“Notes”
shall mean the promissory notes provided for by Section 2.06 hereof and all
promissory notes delivered in substitution or exchange therefor, in each case
as the same shall be modified and supplemented and in effect from time to time.


“Obligor”
shall mean, collectively, the Company, the Canadian Borrowers, the Swiss
Borrower, each of the Additional Borrowers and each of the Subsidiary
Guarantors.


“Other Taxes”
shall mean all present or future stamp or documentary taxes or any other excise
or property taxes, charges or similar levies arising from any payment made
hereunder or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement.


“PBGC”
shall mean the Pension Benefit Guaranty Corporation or any entity succeeding to
any or all of its functions under ERISA.


“Permitted
Acquisition” has the meaning set forth in Section 9.12.


“Permitted
Mortgage” means any mortgage subjecting property of any Subsidiary of the
Company to a Lien where (i) the Company shall agree, for the benefit of the
Administrative Agent and the Lenders, not to permit any Subsidiary owning any
interest in such property to create, incur or suffer to exist any Indebtedness
other than Indebtedness permitted under subclause (iv)(b) of Section 9.08 and
(ii) such mortgage (and the other documentation, if any, relating thereto) does
not contain any covenants subjecting the Company or its Subsidiaries to
financial tests of any nature (except in the case of Permitted Mortgage Financings
of Existing Physical Facilities).


“Permitted
Mortgage Financing” shall mean any financing (or series of related
financings) by the Company or any of its Subsidiaries after the Effective Date
that is secured by a mortgage on one or more Facilities, provided that
(a) the proceeds of such financing (except to the extent that Permitted
Mortgage Financings of Facilities acquired after the Effective Date are
excluded by the definition of “Net Cash Proceeds” herein) are applied to the
prepayment of Loans as provided in Section 3.02(b) hereof, (b) such financings
are otherwise permitted by the terms of Section 9.08 hereof and (c) in the case
of each such mortgage financing by a Subsidiary of the Company, each such
mortgage created thereby is a Permitted Mortgage.


“Person”
shall mean an individual, a corporation, a company, a voluntary association, a
partnership, a limited liability company, a trust, an unincorporated
organization or a government or any agency, instrumentality or political
subdivision thereof.


“Physical
Facility” shall mean any facility, or part of a facility (including,
without limitation, related office buildings, parking lots or other related
real property), now or hereafter owned by the Company or any of its
Subsidiaries, in each case including, 



 21
 









without limitation, the land on which such facility is
located, all buildings and other improvements thereon, including leasehold
improvements, all fixtures, furniture, equipment, inventory and other tangible
personal property located in or used in connection with such facility and all
accounts receivable and other intangible personal property (other than motor
vehicles) related to the ownership, lease or operation of such facility, all
whether now existing or hereafter acquired.


“Plan”
shall mean an employee pension benefit plan which is covered by Title IV of
ERISA or subject to the minimum funding standards under Section 412 of the Code
and is either (a) maintained by the Company or any member of the Controlled
Group for employees of the Company or any member of the Controlled Group or
(b)maintained pursuant to a collective bargaining agreement or any other
arrangement under which more than one employer makes contributions and to which
the Company or any member of the Controlled Group is then making or accruing an
obligation to make contributions or has within the preceding five plan years
made contributions.


“Post-Default
Rate” shall mean as to any Loan, any Reimbursement Obligation or other
payable by the Company or any other Borrower hereunder, a rate equal to the sum
of 2% plus the higher of (i) in the case of an ABR Loan or a
Reimbursement Obligation or other amount payable in Dollars, the rate of
interest applicable to ABR Loans, (ii) in the case of any other Loan, the rate
of interest (if any) otherwise applicable to such Loan and (iii) in the case of
any Reimbursement Obligation or other amount payable in a currency other than
Dollars, an overnight rate as determined by the Administrative Agent or the
Multi-Currency Payment Agent in the relevant eurocurrency market for such
currency plus the then Applicable Margin for Eurocurrency Revolving Loans.


“Pounds
Sterling” shall mean the lawful currency of the United Kingdom, provided
that, unless otherwise prohibited by law, if more than one currency or currency
unit are at the same time recognized by the central bank of the United Kingdom
as the lawful currency of that country, then: 
(i) any reference herein to, and any obligations arising hereunder in,
the currency of the United Kingdom shall be translated into, or paid in, the
currency or currency unit of the United Kingdom designated by the
Administrative Agent (after consultation with the Company); and (ii) any
translation from one currency or currency unit to another shall be at the
official rate of exchange recognized by the central bank for the conversion of
that currency or currency unit into the other, rounded up or down by the
Administrative Agent (acting reasonably); provided further that, if a
change in the currency of the United Kingdom occurs, this Agreement will, to
the extent the Administrative Agent (acting reasonably and after consultation
with the Company) specifies to be necessary, be amended to comply with any
generally accepted conventions and market practice in the London interbank
market and otherwise to reflect the change in currency.


“Prime Rate”
shall mean the rate of interest per annum publicly announced from time to time
by JPMorgan Chase Bank as its prime rate in effect at its principal office in
New York City; each change in the Prime Rate shall be effective from and
including the date such change is publicly announced as being effective.



 22
 









“Principal
Stockholders” shall mean each of Vincent J. Ryan, Schooner Capital
Corporation, C. Richard Reese, B. Thomas Golisano, Kent P. Dauten and their
respective Affiliates.


“Quarterly
Dates” shall mean the last Business Day of each March, June, September and
December.


“Rand”
shall mean the lawful currency of South Africa.


“RCRA”
means the Resource Conservation and Recovery Act, as amended.


“Recovery Event”
shall mean any settlement of or payment in respect of any property or casualty
insurance claim or any condemnation proceeding relating to any asset of the
Company or any of its Subsidiaries.


“Reference
Lenders” shall mean JPMorgan Chase Bank and Barclays Bank PLC.


“Refunded
Multi-Currency Swingline Loans” shall have the meaning given thereto in
Section 3.03(b)(iii).


“Refunded
US$-Canadian Swingline Loans” shall have the meaning given thereto in
Section 3.03(b)(ii).


“Refunded US$
Swingline Loans” shall have the meaning given thereto in
Section 3.03(b)(i).


“Regulation D”
shall mean Regulation D of the Board of Governors of the Federal Reserve System
as the same may be amended or supplemented from time to time.


“Regulatory
Change” shall mean, with respect to any Lender, any change on or after the
date of this Agreement in United States federal, state or foreign laws or
regulations, including Regulation D, or the adoption or making on or after such
date of any interpretations, directives or requests applying to a class of
lenders including such Lender of or under any United States federal or state,
or any foreign, laws or regulations (whether or not having the force of law) by
any court or governmental or monetary authority charged with the interpretation
or administration thereof.


“Reimbursement
Obligations” shall mean, at any time, the obligations of the Company or the
Canadian Borrowers, as the case may be, then outstanding to reimburse amounts
paid by the Issuing Bank or the Canadian Issuing Bank, as the case may be, in
respect of any drawings under a Letter of Credit.


“Reinvestment
Deferred Amount” shall mean with respect to any Reinvestment Event, the
aggregate Net Cash Proceeds received by the Company or any of its Subsidiaries
in connection therewith that are not applied to prepay or reduce the
Commitments pursuant to Section 3.02(c).



 23
 









“Reinvestment
Event” shall mean any disposition of assets or Recovery Event in respect of
which, so long as no Event of Default has occurred and is continuing, the
Company has determined that it (directly or indirectly through a Subsidiary)
intends and expects to use all or a specified portion of the Net Cash Proceeds
of such disposition of assets or Recovery Event to acquire or construct assets
useful in its business.


“Reinvestment
Prepayment Amount” shall mean with respect to any Reinvestment Event, the
Reinvestment Deferred Amount relating thereto less any amount expended prior to
the relevant Reinvestment Prepayment Date to acquire or construct assets useful
in the Company’s business.


“Reinvestment
Prepayment Date” shall mean with respect to any Reinvestment Event, the
earlier of (a) the date occurring 365 days after such Reinvestment Event and
(b) the date on which the Company shall have determined not to, or shall have
otherwise ceased to, acquire or construct assets useful in the Company’s
business with all or any portion of the relevant Reinvestment Deferred Amount.


“Release”
shall have the meaning set forth in 42 U.S.C. Section 9601(22), but shall not include
any “federally permitted release” as defined in 42 U.S.C. Section 9601(10). The
term “Released” shall have a corresponding meaning.


“Reserve
Requirement” shall mean, for any Eurocurrency Loans, the average maximum
rate at which reserves (including any marginal, supplemental or emergency
reserves) are required to be maintained under Regulation D by member banks of
the Federal Reserve System in New York City with deposits exceeding one billion
Dollars against “Eurocurrency liabilities” (as such term is used in Regulation
D). Without limiting the effect of the foregoing, the Reserve Requirement shall
reflect any other reserves required to be maintained by such member banks by
reason of any Regulatory Change against (i) any category of liabilities which includes
deposits by reference to which the Eurocurrency Rate is to be determined as
provided in the definition of “Eurocurrency Base Rate” in this Section 1.01 or
(ii) any category of extensions of credit or other assets which include
Eurocurrency Loans.


“Residual
Assurances” shall mean any commitment or undertaking by the Company
required as a condition to any financing made available by any Person to an
Affiliate of the Company to finance the costs of construction or acquisition by
such Affiliate of records management facilities (including the acquisition of
real estate for development purposes), where such facility is intended to be
leased to the Company or a Subsidiary of the Company, which commitment or
undertaking is intended to provide such Person with an additional assurance
that it will receive a minimum return under such financing (and which does not
constitute a Guaranty of the principal amount of such financing); provided that
such commitment or undertaking shall be entered into on terms and pursuant to
documentation in all respects reasonably satisfactory to the Administrative
Agent.


“Restricted
Payment” shall mean dividends (in cash, property or obligations) on, or
other payments or distributions on account of, or the setting apart of money
for a 



 24
 









sinking or other analogous fund for the purchase,
redemption, retirement or other acquisition of, any shares of any class of
Capital Stock of the Company, or any payment in respect of any option or
warrant to purchase any shares of any class of Capital Stock of the Company or
the exchange or conversion of any shares of any class of Capital Stock of the
Company for or into any obligations of or shares of any other class of Capital
Stock of the Company or any other property, but excluding dividends payable
solely in, or exchanges or conversions for or into, shares of common stock of
the Company.


“Revolving
Commitments” shall mean the US$ Commitments, the US$-Canadian Commitments,
the Multi-Currency Commitments, the Swingline Commitment and, for all purposes
other than Sections 2, 3, 4, 5 and 6, the Canadian Commitments.


“Revolving
Lenders” shall mean the US$ Lenders, the US$-Canadian Lenders, the
Multi-Currency Lenders, the Swingline Lender and, for all purposes other than
Sections 3, 4, 5 (other than 5.08(b), 5.08(c) and 5.09) and 6 hereof, the
Canadian Lenders.


“Revolving
Loans” shall mean the US$ Loans, the US$-Canadian Loans, the Multi-Currency
Loans, the Swingline Loans and, for all purposes other than Sections 3, 4, 5
and 6 hereof, the C$ Loans.


“Scheduled
Amortization” shall mean, for any period, the sum (calculated without
duplication) of all payments of principal of Indebtedness of the Company (other
than Indebtedness hereunder) scheduled to be made during such period.


“Security
Documents” shall mean, collectively, the Company Pledge Agreement, the
Canadian Borrower Pledge Agreement, the Subsidiary Pledge Agreement and all
Uniform Commercial Code financing statements and similar items required by said
agreements to be filed with respect to the security interests in personal
property created pursuant thereto.


“Seller
Indebtedness” shall mean Indebtedness incurred after the date hereof and
payable to sellers in connection with Permitted Acquisitions that by its terms
is subordinated to the payment of the principal of and interest on the Loans
and Reimbursement Obligations.


“Senior Debt”
shall mean at any time, the aggregate principal amount of Funded Indebtedness
outstanding minus the aggregate principal amount of Subordinated
Indebtedness outstanding.


“Senior
Subordinated Debt” shall mean, collectively, the 1999 Senior Subordinated
Debt, the 2001 Senior Subordinated Debt, the 2002 Senior Subordinated Debt, the
2003 Senior Subordinated Debt, the 2004 Senior Subordinated Debt, the 2006
Senior Subordinated Debt and the 2007 Senior Subordinated Debt and any other
subordinated Indebtedness permitted under Section 9.08(iii) hereof.


“Senior
Subordinated Debt Documents” shall mean all documents and agreements
executed and delivered in connection with the original issuance of the Senior 



 25
 









Subordinated Debt, including the Senior Subordinated
Debt Indentures and the promissory notes evidencing Indebtedness thereunder, in
each case as the same may be amended, supplemented or modified, without
prejudice to the provisions of Section 9.19 hereof.


“Senior
Subordinated Debt Indentures” shall mean, collectively, the 1999 Senior
Subordinated Indenture, the 2001 Senior Subordinated Notes Indenture, the 2002
Senior Subordinated Notes Indenture, the 2004 Senior Subordinated Notes Indenture
and documentation for subordinated indebtedness permitted under 9.08(iii)
hereof.


“SPE” shall
mean any special purpose entity formed by the Company for the purposes of
engaging in an Accounts Receivable Financing permitted under the terms of this
Agreement.


“Stock
Consideration” shall mean, with respect to any Acquisition, the aggregate
amount of consideration paid by the Company and its Subsidiaries in connection
therewith consisting of the Company’s common stock or with proceeds of the
issuance of the Company’s common stock within twelve months prior to the date
of such Acquisition. For purposes hereof, the amount of Stock Consideration
paid by the Company in respect of any Acquisition where the Stock Consideration
consists of the Company’s common stock shall be deemed to be equal to the fair
market value of the Company’s common stock so paid, determined in good faith by
the Company at the time of such Acquisition.


“Stock
Repurchases” shall have the meaning assigned to such term in Section
9.15(ii).


“Subordinated
Indebtedness” shall mean, collectively, (a) Senior Subordinated Debt and
(b) Seller Indebtedness.


“Subsidiary”
shall mean, with respect to any Person, any corporation, partnership, limited
liability company or other entity of which at least a majority of the
securities or other ownership interests having by the terms thereof ordinary
voting power to elect a majority of the board of directors or other persons
performing similar functions of such corporation, partnership, limited
liability company or other entity (irrespective of whether or not at the time
securities or other ownership interests of any other class or classes of such
corporation, partnership, limited liability company or other entity shall have
or might have voting power by reason of the happening of any contingency) is at
the time directly or indirectly owned or controlled by such Person or one or
more Subsidiaries of such Person or by such Person and one or more Subsidiaries
of such Person.


“Subsidiary
Guarantor” shall mean (i) each of the Subsidiaries of the Company listed in
Part 1 of Schedule II hereto other than those Subsidiaries identified in Part 1
of Schedule II as not being a Subsidiary Guarantor and (ii) each other
Subsidiary of the Company that from time to time becomes a party to the
Subsidiary Guaranty or otherwise guarantees the obligations of the Company
hereunder pursuant to Section 9.21.



 26
 









“Subsidiary
Guaranty” shall mean the subsidiary guaranty, dated as of February 1, 2000,
between the Subsidiary Guarantors and the Administrative Agent, as said
agreement shall be modified and supplemented and in effect from time to time
and pursuant to which the Subsidiary Guarantors guarantee the obligations of
the Company under the Basic Documents, any Hedging Agreements and any Cash
Management Agreements with any Lender or any Affiliate thereof.  The Subsidiary Guaranty as in effect on the
Effective Date is attached as Exhibit B hereto.


“Subsidiary
Pledge Agreement” shall mean the pledge agreement, dated as of February 1,
2000, between the Subsidiary Guarantors and the Administrative Agent, as the
same shall be modified and supplemented and in effect from time to time.  The Subsidiary Pledge Agreement as in effect
on the Effective Date is attached as Exhibit E hereto.


“Swingline
Lender” shall mean each of one or more Lenders, in its capacity as the
lender of Multi-Currency Swingline Loans, US$ Swingline Loans or US$-Canadian
Swingline Loans, as the case may be.  The
Swingline Lender shall be designated by the Company from time to time with the
consent of the Administrative Agent and the Swingline Lender.


“Swingline
Loans” shall mean the US$ Swingline Loans, US$-Canadian Swingline Loans and
the Multi-Currency Swingline Loans.


“Synthetic
Lease” shall mean a lease of property or assets designed to permit the
lessee (i) to claim depreciation on such property or assets under U.S. tax law
and (ii) to treat such lease as an operating lease or not to reflect the leased
property or assets on the lessee’s balance sheet under GAAP.


“Synthetic
Lease Obligations” shall mean, with respect to any Synthetic Lease, at any
time, an amount equal to the higher of (x) the aggregate termination value or
purchase price or similar payments in the nature of principal payable
thereunder and (y) the then aggregate outstanding principal amount of the notes
or other instruments issued by, and the amount of the equity investment, if
any, in, the lessor under such Synthetic Lease.


“Taxes”
shall mean all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Governmental
Authority, including any interest, additions to tax or penalties applicable
thereto.


“Term Lenders”
shall mean the collective reference to the Initial Term Lenders and the Incremental
Term Lenders.


“Term Loans”
shall mean the collective reference to the Initial Term Loans and the
Incremental Term Loans.


“2001 Senior
Subordinated Debt”  shall mean the
Indebtedness of the Company in respect of the 8-5/8% Senior Subordinated
Notes of the Company due April 1, 2013 issued pursuant to the 2001 Senior
Subordinated Debt Indenture.



 27
 









“2001 Senior
Subordinated Debt Indenture”  shall
mean the Indenture dated as of April 3, 2001, as supplemented by a First
Supplemental Indenture dated as of April 3, 2001, among the Company and The
Bank of New York, as Trustee, and by a Second Supplemental Indenture dated as
of September 14, 2001, among the Company and The Bank of New York, as Trustee,
as the same may be amended or modified, without prejudice to the provisions of
Section 9.19 hereof.


“2002 Senior
Subordinated Debt” shall mean the Indebtedness of the Company in respect of
the 7-3/4% Senior Subordinated Notes of the Company due January 15, 2015
issued pursuant to the 2002 Senior Subordinated Debt Indenture.


“2002 Senior
Subordinated Debt Indenture” shall mean the Indenture dated as of December
30, 2002, among the Company and The Bank of New York, as Trustee, as
supplemented, and as the same may be further amended, supplemented or modified,
without prejudice to the provisions of Section 9.19 hereof.


“2003 Senior
Subordinated Debt” shall mean the Indebtedness of the Company in respect of
the 6-5/8% Senior Subordinated Notes of the Company due January 1, 2016
issued pursuant to the 2002 Senior Subordinated Debt Indenture.


“2004 Senior
Subordinated Debt” shall mean the Indebtedness of the Company in respect of
the 7-1/4% Senior Subordinated Notes of the Company due April 15, 2014
issued pursuant to the 2004 Senior Subordinated Debt Indenture.


“2004 Senior
Subordinated Debt Indenture”  shall
mean the Indenture dated as of January 22, 2004, among the Company and The Bank
of New York, as Trustee, as the same may be amended or modified, without
prejudice to the provisions of Section 9.19 hereof.


“2006 Senior Subordinated
Debt” shall mean the Indebtedness of the Company in respect of the 8 3/4%
Senior Subordinated Notes of the Company due July 15, 2018, the 8% Dollar
Denominated Senior Subordinated Notes due October 15, 2018 and the 6-3⁄4% Euro
Denominated Senior Subordinated Notes due October 15, 2018, each issued
pursuant to the 2002 Senior Subordinated Debt Indenture.


“2007 Senior
Subordinated Debt” shall mean the Indebtedness of the Company in respect of
the 7-1/2% CAD Senior Subordinated Notes of Iron Mountain Nova Scotia Funding
Company due March 15, 2017, issued pursuant to the 2002 Senior Subordinated
Debt Indenture.


“Type”
shall have the meaning assigned to such term in Section 1.03 hereof.


“Unfunded
Liabilities” shall mean, with respect to any Plan, at any time, the amount
(if any) by which (a) the present value of all benefits under such Plan exceeds
(b) the fair market value of all Plan assets allocable to such benefits, all
determined as of the then most recent valuation date for such Plan, but only to
the extent that such excess represents a potential liability of the Company or
any member of the Controlled Group to the PBGC or such Plan under Title IV of
ERISA.



 28
 









“US$-Canadian
Swingline Loans” shall have the meaning assigned to such term in section
2.01(d).


“US$-Canadian
Swingline Commitment” shall mean the obligation of the Swingline Lender to
make US$-Canadian Swingline Loans pursuant to Section 2.01(d) in an aggregate
principal amount at any one time not to exceed $10,000,000.


“US$-Canadian
Swingline Participation Amount” shall have the meaning assigned to such
term in section 3.03(c)(ii).


“US$ Commitment”
shall mean, as to each US$ Lender, the obligation of such US$ Lender to make
US$ Loans, and to issue or participate in Letters of Credit and US$ Swingline
Loans pursuant to Section 2.08 hereof, in an aggregate principal or stated
amount at any one time outstanding up to but not exceeding the amount set forth
opposite such US$ Lender’s name on Schedule I hereto under the caption “US$
Commitment” or, in the case of a Person that is party to an assignment
permitted under Section 12.06 hereof after the Effective Date, as specified in
the respective instrument of assignment pursuant to which such assignment is
effected (as the same may be reduced or increased at any time or from time to
time pursuant to Section 2.01, 2.02 or 3.02 hereof).  The original aggregate amount of the US$
Commitments is $100,000,000.


“US$ Commitment
Percentage” shall mean, with respect to any US$ Lender at any time, the
ratio (expressed as a percentage) of (a) the amount of the US$ Commitment of
such US$ Lender at such time to (b) the aggregate amount of the US$ Commitments
of all of the US$ Lenders at such time.


“US$ Loans”
shall have the meaning assigned to such term in Section 2.01.


“US$-Canadian
Commitment” shall mean, as to each US$-Canadian Lender, the obligation of
such US$-Canadian Lender to make US$-Canadian Loans in an aggregate principal
or stated amount at any one time outstanding up to but not exceeding the amount
set forth opposite such US$-Canadian Lender’s name on Schedule I hereto under
the caption “US$-Canadian Commitment” or, in the case of a Person that is party
to an assignment permitted under Section 12.06 hereof after the Effective Date,
as specified in the respective instrument of assignment pursuant to which such
assignment is effected (as the same may be reduced or increased at any time or
from time to time pursuant to Section 2.01, 2.02 or 3.02 hereof).  The original aggregate amount of the
US$-Canadian Commitments is $250,000,000 minus the original aggregate amount of
the Canadian Commitments.


“US$-Canadian
Commitment Percentage” shall mean, with respect to any US$-Canadian Lender
at any time, the ratio (expressed as a percentage) of (a) the amount of the
US$-Canadian Commitment of such US$-Canadian Lender at such time to (b) the
aggregate amount of the US$-Canadian Commitments of all of the US$-Canadian
Lenders at such time.


“US$-Canadian
Loans” shall have the meaning assigned to such term in Section 2.01.



 29















“US$ Swingline
Commitment” shall mean the obligation of the Swingline Lender to make US$
Swingline Loans pursuant to Section 2.01(d) in an aggregate principal amount at
any one time not to exceed $30,000,000.


“US$ Swingline
Loans” shall have the meaning assigned to such term in section 2.01(d).


“US$ Swingline
Participation Amount” shall have the meaning assigned to such term in
section 3.03(c)(i).


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


“Wholly-Owned
Subsidiary” shall mean as to any Person, a Subsidiary of such Person all of
whose outstanding shares of Capital Stock (except directors’ qualifying shares)
are directly or indirectly owned by such Person.


“Yen” shall
mean the lawful currency of Japan.


1.02.                        Accounting
Terms and Determinations. Unless otherwise specified herein, all accounting
terms used herein shall be interpreted, all determinations with respect to accounting
matters hereunder shall be made, and all financial statements and certificates
and reports as to financial matters required to be delivered hereunder shall be
prepared, in accordance with GAAP; provided that if any change in GAAP proposed
after the Effective Date in itself materially affects the calculation of any
financial covenant in Section 9, the Company may by notice to the
Administrative Agent, or the Administrative Agent (at the request of the
Majority Lenders) may by notice to the Company, require that such covenant
thereafter be calculated in accordance with GAAP as in effect, and applied by
the Company, immediately before such change in GAAP occurs. If such notice is
given, the compliance certificates delivered pursuant to Section 9.01 after
such change occurs shall be accompanied by reconciliations of the difference
between the calculation set forth therein and a calculation made in accordance
with GAAP as in effect from time to time after such change occurs. To enable
the ready determination of compliance with the covenants set forth in Section 9
hereof, the Company will not change from December 31 in each year the date on
which its fiscal year ends, nor from March 31, June 30 and September 30 the
dates on which the first three fiscal quarters in each fiscal year end.


1.03.                        Types
of Loans. Loans hereunder are distinguished by “Type”.  The “Type” of a Loan refers to the
determination of whether such Loan is a Eurocurrency Loan or an ABR Loan.


1.04.                        Currency.  Whenever any amount is to be determined for
purposes of Sections 2 through 6 hereof or otherwise for the purposes of
calculating any amount outstanding under this Agreement (other than any such
amount which is plainly to be determined in any Multi-Currency), such amount
shall be determined by the Administrative Agent in Dollars by 



 30
 









calculating
the Dollar Equivalent of any portion of such amount denominated in any
Multi-Currency and adding such amount to any Dollar-denominated portion of such
amount.


Section 2   Loans, Etc.


2.01.                        US$
Loans; US$-Canadian Loans; Multi-Currency Loans; C$ Loans; Swingline Loans;
Term Loans.


(a)                                  Subject
to the terms and conditions of this Agreement, (i) each US$ Lender severally
agrees to make loans to the Company in Dollars, Pounds Sterling and euros (“US$
Loans”) during the Commitment Period in an aggregate principal amount at
any one time outstanding up to but not exceeding the amount of the US$
Commitment of such US$ Lender as in effect from time to time, provided
that in no event shall the aggregate outstanding principal amount of all US$
Loans and US$ Swingline Loans, together with the aggregate amount of all Letter
of Credit Liabilities under the US$ Commitments outstanding, exceed the
aggregate amount of the US$ Commitments as in effect from time to time, (ii)
each US$-Canadian Lender severally agrees to make loans to the Company in
Dollars or Canadian Dollars (“US$-Canadian Loans”) during the Commitment
Period in an aggregate principal amount at any one time outstanding up to but
not exceeding the amount of the US$-Canadian Commitment of such US$-Canadian
Lender as in effect from time to time, provided that in no event shall
the aggregate outstanding principal amount of all US$-Canadian Loans and
US$-Canadian Swingline Loans, together with the aggregate outstanding principal
amount of all C$ Loans and the aggregate amount of all Letter of Credit
Liabilities under the Canadian Commitments, exceed the aggregate amount of the
US$-Canadian Commitments as in effect from time to time, (iii) each
Multi-Currency Lender severally agrees to make loans to the Company and the
Swiss Borrower in any Multi-Currency (“Multi-Currency Loans”) during the
Commitment Period in an aggregate principal amount at any one time outstanding
up to but not exceeding the amount of the Multi-Currency Commitment of such
Multi-Currency Lender as in effect from time to time, provided that in
no event shall the aggregate outstanding principal amount of all Multi-Currency
Loans and Multi-Currency Swingline Loans, together with the aggregate amount of
all Letter of Credit Liabilities under the Multi-Currency Commitments
outstanding, exceed the aggregate amount of the Multi-Currency Commitments as
in effect from time to time, (iv) each Canadian Lender severally agrees to make
C$ Loans to the Canadian Borrowers in Canadian Dollars during the Commitment
Period and the Canadian Issuing Bank agrees to make available Canadian Letters
of Credit in accordance with the terms and provisions of Annex A hereto, and
(v) each Initial Term Lender severally agrees to make a term loan to the
Company in Dollars (“Initial Term Loans”) on the Effective Date in an
amount not to exceed the amount of the Initial Term Commitment of such Initial
Term Lender and such Initial Term Loans may be either ABR Loans or Eurocurrency
Loans, as determined by the Company and notified to the Administrative
Agent.  Subject to the terms and
conditions of this Agreement, during the Commitment Period, the Company may (x)
borrow, repay and reborrow (A) US$ Loans, US$-Canadian Loans and Multi-Currency
Loans by means of ABR Loans or Eurocurrency Loans, as applicable, and (B) the
non-Dollar-denominated US$ Loans, the non-Dollar-denominated US$-Canadian Loans
and the non-Dollar-denominated Multi-Currency Loans by means of Eurocurrency
Loans and (y) convert the Dollar-denominated US$ Loans, the Dollar-denominated
US$-Canadian Loans, the Dollar-denominated Multi-Currency Loans or the Term
Loans of one Type into Loans of the other Type (as provided in Section 3.02(a)
hereof) or continue Eurocurrency Loans for subsequent Interest 



 31
 









Periods.  Unless otherwise provided herein, all US$
Loans, all Multi-Currency Loans and all US$-Canadian Loans made to the Company,
other than Dollar-denominated US$ Loans, Dollar-denominated Multi-Currency
Loans and Dollar-denominated US$-Canadian Loans, shall be made, maintained and
continued as Eurocurrency Loans.


(b)                                 (i)                                     Notwithstanding
anything to the contrary contained in this Agreement, the Company may request
from time to time that the aggregate Revolving Commitments hereunder be
increased by an aggregate amount not to exceed an amount which, when aggregated
with the Revolving Commitments then in effect and the outstanding Term Loans,
is equal to $1,200,000,000.  The Company
may (I) request any of one or more of the Lenders to increase the amount of its
Revolving Commitment (which request shall be in writing and sent to the
Administrative Agent to forward to such Lender and shall contain the Company’s
requested allocation of such increased Revolving Commitment to the US$
Commitments, the US$-Canadian Commitments and/or the Multi-Currency
Commitments) and/or (II) arrange for any of one or more banks or financial
institutions not a party hereto (an “Other Lender”) to become a party to
and a Lender under this Agreement, provided that the identification and
arrangement of such Other Lender to become a party hereto and a Lender under
this Agreement shall be made in consultation with the Administrative
Agent.  In no event may any Lender’s
Revolving Commitment be increased without the prior written consent of such
Lender, and the failure of any Lender to respond to the Company’s request for
an increase shall be deemed a rejection by such Lender of the Company’s
request.  The aggregate Revolving
Commitments of all Lenders hereunder may not be increased if, at the time of
any proposed increase hereunder, a Default or Event of Default has occurred and
is continuing.  Upon any request by the
Company to increase the aggregate Revolving Commitments hereunder, the Company
shall be deemed to have represented and warranted on and as of the date of such
request that no Default or Event of Default has occurred and is
continuing.  Notwithstanding anything
contained in this Agreement to the contrary, no Lender shall have any
obligation whatsoever to increase the amount of its Revolving Commitment, and
each Lender may at its option, unconditionally and without cause, decline to
increase its Revolving Commitment.


(ii)                                  If
any Lender is willing, in its sole and absolute discretion, to increase the amount
of its Revolving Commitment hereunder (such a Lender hereinafter referred to as
an “Increasing Lender”), it shall enter into a written agreement to that
effect with the Company and the Administrative Agent, substantially in the form
of Exhibit J (a “Commitment Increase Supplement”), which agreement shall
specify, among other things, (x) the amount of the increased Revolving
Commitment of such Increasing Lender and (y) the allocation of such increased
Revolving Commitment to the US$ Commitments, the US$-Canadian Commitments
and/or the Multi-Currency Commitments. 
Upon the effectiveness of such Increasing Lender’s increase in Revolving
Commitment, Schedule I shall, without further action, be deemed to have been
amended appropriately to reflect the increased Revolving Commitment and of such
Increasing Lender.  Any Other Lender
which is willing to become a party hereto and a Lender hereunder (and which
arrangement to become a party hereto and a Lender hereunder has been consulted
by the Company with the Administrative Agent) shall enter into a written
agreement with the Company and the Administrative Agent, substantially in the
form of Exhibit K (an “Additional Lender Supplement”), which agreement
shall specify, among other things, its Revolving Commitment hereunder.  When such Other Lender becomes a Lender
hereunder as set forth in the Additional Lender Supplement, Schedule I shall,
without further action, be deemed 



 32
 









to
have been amended as appropriate to reflect the Revolving Commitment of such
Other Lender.  Upon the execution by the
Administrative Agent, the Company and such Other Lender of such Additional
Lender Supplement, such Other Lender shall become and be deemed a party hereto
and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and
assume all obligations on the part of the Lenders set forth in this Agreement,
and its Revolving Commitment shall be the amount specified in its Additional
Lender Supplement.  Each Other Lender
which executes and delivers an Additional Lender Supplement and becomes a party
hereto and a “Lender” hereunder pursuant to such Additional Lender Supplement
is hereinafter referred to as an “Additional Lender.”


(iii)                               In
no event shall an increase in a Lender’s Revolving Commitment or the Revolving
Commitment of an Other Lender become effective until the Administrative Agent
shall have received a favorable written opinion of counsel for the Company,
addressed to the Lenders, with respect to the matters set forth in paragraphs
1, 2, 3, 4, 5 and 7 of Exhibit G-1 as they relate to this Agreement and the
borrowings hereunder after giving effect to the increase in the aggregate
Revolving Commitments hereunder resulting from the increase in such Lender’s
Revolving Commitment or the extension of a Revolving Commitment by such Other
Lender.  In no event shall an increase in
a Lender’s Revolving Commitment or the Revolving Commitment of an Other Lender
which results in the aggregate Revolving Commitments of all Lenders hereunder
exceeding the amount which is authorized at such time in resolutions previously
delivered to the Administrative Agent become effective until the Administrative
Agent shall have received a copy of the resolutions, in form and substance
satisfactory to the Administrative Agent, of the Board of Directors of the
Company authorizing the borrowings contemplated pursuant to such increase,
certified by the Secretary or an Assistant Secretary of the Company.  Upon the effectiveness of the increase in a
Lender’s Revolving Commitment or the Revolving Commitment of an Other Lender
pursuant to the preceding sentence and execution by an Increasing Lender of a
Commitment Increase Supplement or by an Additional Lender of an Additional
Lender Supplement, the Company shall make such borrowing from such Increasing Lender
or Additional Lender, and/or shall make such prepayment of outstanding US$
Loans, Multi-Currency Loans, US$-Canadian Loans and/or C$ Loans, as applicable,
as shall be required to cause the aggregate outstanding principal amount of
such Loans owing to each Lender (including each such Increasing Lender and
Additional Lender) to be proportional to such Lender’s share of the relevant
aggregate Revolving Commitments hereunder after giving effect to any increase
thereof.


(iv)                              No
Other Lender may become an Additional Lender unless an Additional Lender
Supplement (or counterparts thereof) has been signed by such bank or financial
institution and which Additional Lender Supplement has been agreed to and
acknowledged by the Company and acknowledged by the Administrative Agent.  No consent of any Lender or acknowledgment of
any of the other Lenders hereunder shall be required therefor.  In no event shall the Revolving Commitment of
any Lender be increased by reason of any bank or financial institution becoming
an Additional Lender, or otherwise, but the aggregate Revolving Commitments
hereunder shall be increased by the amount of each Additional Lender’s
Revolving Commitment.  Upon any Lender
entering into a Commitment Increase Supplement or any Additional Lender becoming
a party hereto, the Administrative Agent shall notify each other Lender thereof
and shall deliver to each Lender a copy of the Additional Lender Supplement
executed by such Additional Lender, agreed to and acknowledged by the Company
and 



 33
 









acknowledged
by the Administrative Agent, and the Commitment Increase Supplement executed by
such Increasing Lender, agreed to and acknowledged by the Company and
acknowledged by the Administrative Agent.


(c)                                  (i)                                     Notwithstanding
anything to the contrary contained in this Agreement, the Company may request
at any time or from time to time that any one or more Lenders (or any Other
Lender) shall make Incremental Term Loans in an aggregate amount (x) on any one
occasion, not less than $50,000,000, and (y) at all times, not to exceed an
amount which, when aggregated with the Revolving Commitments then in effect and
the outstanding Term Loans, is equal to $1,200,000,000.  The Company may (I) request any of one or
more of the Lenders to make Incremental Term Loans (which request shall be in
writing and sent to the Administrative Agent to forward to such Lender) and/or
(II) arrange for any Other Lender to become a party to and a Lender under this
Agreement, provided that the identification and arrangement of such
Other Lender to become a party hereto and a Lender under this Agreement shall
be made in consultation with the Administrative Agent.  The Incremental Term Loans may not be made
if, at the time of such proposal hereunder or after giving effect to the
borrowing of such Incremental Term Loans, a Default or Event of Default has
occurred and is continuing.  Upon any
such request pursuant to this Section 2.01(c)(i) by the Company, the Company
shall be deemed to have represented and warranted on and as of the date of such
request that no Default or Event of Default has occurred and is
continuing.  Notwithstanding anything
contained in this Agreement to the contrary, no Lender shall have any
obligation whatsoever to participate in any increase described in this
paragraph, and each Lender may at its option, unconditionally and without
cause, decline to participate in such increase.


(ii)                                  If
any Lender is willing, in its sole and absolute discretion, to make Incremental
Term Loans hereunder, it shall execute and deliver to the Administrative Agent
an Incremental Term Loan Activation Notice specifying (i) the amount of such
Incremental Term Loans, (ii) the applicable Incremental Term Maturity Date
(which shall not be earlier than April 16, 2014), (iii) the amortization
schedule for such Incremental Term Loans (the average weighted life of which
shall not be shorter than of the Initial Term Loans), (iv) the Applicable
Margin for such Incremental Term Loans (provided that in the event that
the all-in margin of such Incremental Term Loans is more than 0.25% per annum
above the Applicable Margin for the Initial Term Loans, the Applicable Margin
for the Initial Term Loans shall be increased such that the resulting pricing
differential shall equal 0.25% per annum) and (v) the proposed original issue
discount applicable to such Incremental Term Loans, if any.  Any Other Lender which is willing to become a
party hereto and a Lender hereunder (and which arrangement to become a party
hereto and a Lender hereunder has been consulted by the Company with the
Administrative Agent) shall execute and deliver to the Administrative Agent an
Incremental Term Loan Activation Notice and enter into an Additional Lender
Supplement.  Upon the execution by the
Administrative Agent, the Company and such Other Lender of such Additional
Lender Supplement, such Other Lender shall become and be deemed a party hereto
and a “Lender” hereunder for all purposes hereof and shall enjoy all rights and
assume all obligations on the part of the Lenders set forth in this Agreement,
and the amount of its Incremental Term Loans shall be the amount specified in
its Additional Lender Supplement.


(iii)                               In
no event shall any Incremental Term Loans be made until the Administrative
Agent shall have received a favorable written opinion of counsel for the 



 34
 









Company,
addressed to the Lenders, with respect to the matters set forth in paragraphs
1, 2, 3, 4, 5 and 7 of Exhibit G-1 as they relate to this Agreement and the
borrowings hereunder after giving effect to the borrowings of the Incremental
Term Loans.  In no event shall any
Incremental Term Loans be made until the Administrative Agent shall have
received a copy of the resolutions, in form and substance satisfactory to the
Administrative Agent, of the Board of Directors of the Company authorizing the
borrowings contemplated pursuant to such increase, certified by the Secretary
or an Assistant Secretary of the Company.


(d)                                 (i)  The Swingline Lender agrees to make a portion
of the credit otherwise available to the Company under the US$ Commitments from
time to time during the Commitment Period by making swing line loans (“US$
Swingline Loans”) to the Company in an aggregate principal amount at any
one time outstanding up to but not exceeding the amount of the US$ Swingline
Commitment (notwithstanding that the US$ Swingline Loans outstanding at any
time, when aggregated with the Swingline Lender’s other outstanding Revolving
Loans, may exceed the Swingline Commitment then in effect), provided
that in no event shall the aggregate outstanding principal amount of all US$
Loans and US$ Swingline Loans, together with the aggregate amount of all Letter
of Credit Liabilities under the US$ Commitments outstanding, exceed the
aggregate amount of the US$ Commitments as in effect from time to time.  During the Commitment Period, the Company may
use the US$ Swingline Commitment by borrowing, repaying and reborrowing, all in
accordance with the terms and conditions hereof.  US$ Swingline Loans shall be ABR Loans or Agreed
Rate Loans.  For purposes of calculating
the commitment fee payable in respect of the US$ Commitments under Section
2.03, the US$ Swingline Loans shall not be treated as usage of the US$
Commitments.  US$ Swingline Loans shall
be Dollar-denominated Loans only.


(ii)                                  The
Swingline Lender agrees to make a portion of the credit otherwise available to
the Company under the US$-Canadian Commitments from time to time during the
Commitment Period by making swing line loans (“US$-Canadian Swingline Loans”)
to the Company in an aggregate principal amount at any one time outstanding up
to but not exceeding the amount of the US$-Canadian Swingline Commitment
(notwithstanding that the US$-Canadian Swingline Loans outstanding at any time,
when aggregated with the US$-Canadian Swingline Lender’s other outstanding
Revolving Loans, may exceed the US$-Canadian Swingline Commitment then in
effect), provided that in no event shall the aggregate outstanding
principal amount of all US$-Canadian Loans and US$-Canadian Swingline Loans,
together with the aggregate amount of all Letter of Credit Liabilities under
the US$-Canadian Commitments outstanding, exceed the aggregate amount of the
US$-Canadian Commitments as in effect from time to time.  During the Commitment Period, the Company may
use the US$-Canadian Swingline Commitment by borrowing, repaying and
reborrowing, all in accordance with the terms and conditions hereof.  US$-Canadian Swingline Loans shall be either
Eurocurrency Loans or C$ Prime Loans and the Interest Period with respect to
such Eurocurrency Loans or C$ Prime Loans or Agreed Rate Loans shall be as
agreed upon by the US$-Canadian Swingline Lender.  For purposes of calculating the commitment
fee payable in respect of the US$-Canadian Commitments under Section 2.03, the
US$-Canadian Swingline Loans shall not be treated as usage of the US$-Canadian
Commitments.  US$-Canadian Swingline
Loans shall be denominated only in Canadian Dollars.



 35
 









(iii)                               The
Swingline Lender agrees to make a portion of the credit otherwise available to
the Company, the Swiss Borrower and any Additional Borrower under the
Multi-Currency Commitments from time to time during the Commitment Period by
making swing line loans (“Multi-Currency Swingline Loans”) to the
Company, the Swiss Borrower and any Additional Borrower in an aggregate principal
amount at any one time outstanding up to but not exceeding the amount of the
Multi-Currency Swingline Commitment (notwithstanding that the Multi-Currency
Swingline Loans outstanding at any time, when aggregated with the
Multi-Currency Swingline Lender’s other outstanding Revolving Loans, may exceed
the Multi-Currency Swingline Commitment then in effect), provided that
in no event shall the aggregate outstanding principal amount of all
Multi-Currency Loans and Multi-Currency Swingline Loans, together with the
aggregate amount of all Letter of Credit Liabilities under the Multi-Currency
Commitments outstanding, exceed the aggregate amount of the Multi-Currency
Commitments as in effect from time to time. 
During the Commitment Period, the Company, the Swiss Borrower and any
Additional Borrower may use the Multi-Currency Swingline Commitment by
borrowing, repaying and reborrowing, all in accordance with the terms and
conditions hereof.  Multi-Currency
Swingline Loans shall be Eurocurrency Loans only and the Interest Period with
respect to such Eurocurrency Loans shall be as agreed upon by the
Multi-Currency Swingline Lender.  For
purposes of calculating the commitment fee payable in respect of the
Multi-Currency Commitments under Section 2.03, the Multi-Currency Swingline
Loans shall not be treated as usage of the Multi-Currency Commitments.  Multi-Currency Swingline Loans shall be
denominated only in Pounds Sterling, euros and Dollars.


2.02.                        Reductions
of Commitments.


(a)                                  Mandatory.  The US$ Commitments, the US$-Canadian
Commitments and Multi-Currency Commitments shall terminate on the Commitment
Termination Date. In addition, the US$ Commitments, the US$-Canadian
Commitments and Multi-Currency Commitments shall be reduced as provided in
Section 3.02(c).


(b)                                 Optional.  The Company shall have the right to terminate
or reduce the unused US$ Commitments, US$-Canadian Commitments and
Multi-Currency Commitments (for which purpose use of the US$ Commitments and
Multi-Currency Commitments shall be deemed to include the aggregate amount of
Letter of Credit Liabilities under the US$ Commitment or the Multi-Currency
Commitment, as the case may be) at any time or from time to time, provided that
(i) the Company shall give notice of each such termination or reduction to the
Administrative Agent as provided in Section 5.05 hereof and (ii) each partial
reduction shall be in an aggregate amount at least equal to $1,000,000.


(c)                                  No
Reinstatement. US$ Commitments, US$-Canadian Commitments and Multi-Currency
Commitments once terminated or reduced may not be reinstated.


2.03.                        Fees.  The Company shall pay to the Administrative
Agent for the account of each US$ Lender, US$-Canadian Lender or Multi-Currency
Lender commitment fees in Dollars on the daily average unused amount of such
Lender’s US$ Commitment, US$-Canadian Commitment or Multi-Currency Commitment,
as the case may be, (for which purpose, (i) the aggregate amount of any Letter
of Credit Liabilities under the US$ Commitments or the Multi-Currency
Commitments shall be deemed to be a pro  rata (based on the US$
Commitments 



 36
 









or the
Multi-Currency Commitments, as the case may be) use of each Lender’s US$
Commitment or Multi-Currency Commitment, as the case may be, and (ii) the daily
average amount of each US$-Canadian Lender’s US$-Canadian Commitment shall be
determined after giving effect to the allocation of the Canadian Commitments
and the US$-Canadian Commitments pursuant to subsection 2.6 of Annex A hereto)
for the period from the Effective Date to and including the earlier of the date
the Revolving Commitments are terminated and the Commitment Termination Date,
at a rate per annum equal to the Applicable Commitment Fee Rate in effect from
time to time. Accrued commitment fees under this Section 2.03 shall be payable
on the Quarterly Dates and on the earlier of the date the Revolving Commitments
are terminated and the Commitment Termination Date. The Company shall pay to
JPMorgan Chase Bank on the Effective Date syndication, agency and additional
commitment fees in the amounts heretofore mutually agreed in writing. The
Company shall pay to the Administrative Agent on the Effective Date and on each
anniversary thereof, so long as any of the Commitments are in effect and until
payment in full of all Loans hereunder, all interest thereon and all other
amounts payable hereunder, an annual agency fee in the amount heretofore
mutually agreed in writing.


2.04.                        Lending
Offices. The Loans of each Type made by each Lender shall be made and
maintained at such Lender’s Applicable Lending Office for Loans of such Type.


2.05.                        Several
Obligations: Remedies Independent. The failure of any Lender to make any
Loan to be made by it on the date specified therefor shall not relieve any
other Lender of its obligation to make its Loan on such date, but neither the
Administrative Agent nor any Lender shall be responsible for the failure of any
other Lender to make a Loan to be made by such other Lender.


2.06.                        Notes.  The Company, upon receipt of written notice
from the relevant Lender, agrees to issue a Note to any Lender (each, a “Note”)
in substantially the form of Exhibit A-1 (in the case of Revolving Loans) or
Exhibit A-2 (in the case of Term Loans) hereto, dated the Effective Date,
payable to such Lender in a principal amount equal to relevant Commitment of
such Lender as in effect on the Effective Date and otherwise duly completed.
Each Lender is hereby authorized by the Company to endorse on the schedule (or
a continuation thereof) attached to each Note of such Lender, to the extent
applicable, the date, amount and Type of and the Interest Period (if any) for
each Loan made by such Lender to the Company under the relevant Commitment, and
the date and amount of each payment or prepayment of principal of such Loan
received by such Lender, provided that any failure by such Lender to make any
such endorsement shall not affect the obligations of the Company under such
Note or hereunder in respect of such Loan.


2.07.                        Use
of Proceeds. The proceeds of the Loans shall be used in part to prepay the
Loans outstanding under the Existing Credit Agreement and the IME Credit
Agreement and for the general corporate purposes of the Company and its
Subsidiaries, including, without limitation, the making of Permitted
Acquisitions and capital expenditures and the refinancing of existing
Indebtedness of the Company and its Subsidiaries.  Neither the Administrative Agent nor any
Lender shall have any responsibility as to the use of any of the proceeds of
any of the Loans or Letters of Credit.



 37
 









2.08.                        Letters
of Credit.  Subject to the terms and
conditions of this Agreement, the US$ Commitments and the Multi-Currency
Commitments may be utilized, upon the request of the Company, in addition to
the Loans provided for by Section 2.01 hereof or in Annex A hereto, as the case
may be, for the issuance by the Issuing Bank of standby letters of credit
(collectively with the Existing Letters of Credit, “Letters of Credit”)
in Dollars or another currency available under the US$ Commitments or the
Multi-Currency Commitments, as the case may be, for the account of the Company
or for the account of such of its Subsidiaries as the Company may specify, provided
that in no event shall (i) the aggregate amount of all Letter of Credit
Liabilities under the US$ Commitments or the Multi-Currency Commitments,
together with the aggregate outstanding principal amount of the US$ Loans or
the Multi-Currency Loans, as the case may be, exceed the aggregate amount of
the US$ Commitments or the Multi-Currency Commitments, as the case may be, as
in effect from time to time and (ii) the expiration date of any Letter of
Credit extend beyond the earlier of the Commitment Termination Date and the
date one year following the issuance of such Letter of Credit (provided that
any Letter of Credit with a one-year tenor may provide for the renewal
thereof for additional one-year periods, which periods shall in any event
not extend beyond the Commitment Termination Date). On the Effective Date, all
Existing Letters of Credit shall automatically, without any action on the part
of any Person, be deemed to be Letters of Credit issued and outstanding
hereunder (with the Existing Letters of Credit denominated in Dollars being
deemed to be issued under the US$ Commitments and the Existing Letters of
Credit denominated in other currencies being deemed to be issued under the
Multi-Currency Commitments).  On any
Business Day after the Effective Date, an Issuing Bank may, with the consent of
the Company, include as a Letter of Credit outstanding hereunder any letter of
credit previously issued by it for the account of the Company or any other
Borrower, subject to the requirements (including as to notice) that would be
applicable to such letter of credit if it were issued on such Business Day
hereunder (except, in the case of the letter of credit issued on February 28,
2007 by Bank of America, N.A. for the account of the Company in the amount of
€4,000,000, the expiration date of such letter of credit shall not be
affected).


The following additional provisions shall apply to Letters of Credit:


(a)                                  The
Company shall give the Administrative Agent (or if the Letter of Credit is to
be issued under the Multi-Currency Commitments, the Multi-Currency Payment
Agent) at least three Business Days’ irrevocable prior notice (effective upon
receipt) specifying the Business Day (which shall be no later than 5 days
preceding the Commitment Termination Date) on which each Letter of Credit is to
be issued and the account party or parties therefor and describing in
reasonable detail the proposed terms of such Letter of Credit (including the
beneficiary thereof) and the nature of the transactions or obligations proposed
to be supported thereby.  Any Letter of
Credit to be issued in a currency other than Dollars shall be issued under the
Multi-Currency Commitments. Upon receipt of any such notice, the Administrative
Agent or the Multi-Currency Payment Agent, as the case may be, shall advise the
Issuing Bank of the contents thereof. 
The Issuing Bank shall notify the Administrative Agent or the
Multi-Currency Payment Agent, as the case may be, of the issuance of any Letter
of Credit and of any termination or expiry thereof.



 38
 









(b)                                 On
each day during the period commencing with the issuance by the Issuing Bank of
any Letter of Credit and until such Letter of Credit shall have expired or been
terminated, the US$ Commitment or Multi-Currency Commitment of each Lender
shall be deemed to be utilized for all purposes of this Agreement in an amount
equal to such Lender’s US$ Commitment Percentage or Multi-Currency Commitment
Percentage, as the case may be, of the then undrawn stated amount of such
Letter of Credit. Each Lender (other than the Issuing Bank) agrees that, upon
the issuance of any Letter of Credit hereunder, it shall automatically acquire
a participation in the Issuing Bank’s rights and obligations under such Letter
of Credit in an amount equal to such Lender’s US$ Commitment Percentage or
Multi-Currency Commitment Percentage, as the case may be, of such rights and
obligations, and each Lender (other than the Issuing Bank) thereby shall
automatically absolutely, unconditionally and irrevocably assume, as primary
obligor and not as surety, and be unconditionally obligated to the Issuing Bank
to pay and discharge when due, its US$ Commitment Percentage or Multi-Currency
Commitment Percentage of the Issuing Bank’s obligation to pay drawings under
such Letter of Credit.


(c)                                  Upon
receipt from the beneficiary of any Letter of Credit of any demand for payment
under such Letter of Credit, the Issuing Bank shall promptly notify the Company
(through the Administrative Agent or the Multi-Currency Payment Agent, as the
case may be) of the amount to be paid by the Issuing Bank as a result of such
demand and the date on which payment is to be made by the Issuing Bank to such beneficiary
in respect of such demand. Notwithstanding the identity of the account party of
any Letter of Credit, the Company hereby unconditionally agrees to pay and
reimburse the Administrative Agent or the Multi-Currency Payment Agent, as the
case may be, for account of the Issuing Bank for the amount of each demand for
payment under such Letter of Credit that is in substantial compliance with the
provisions of such Letter of Credit at or prior to the date on which payment is
to be made by the Issuing Bank to the beneficiary thereunder, without
presentment, demand, protest or other formalities of any kind.


(d)                                 Forthwith
upon its receipt of a notice referred to in paragraph (c) of this Section 2.08,
the Company shall advise the Administrative Agent or the Multi-Currency Payment
Agent, as the case may be, whether or not the Company intends to borrow
hereunder to finance its obligation to reimburse the Issuing Bank for the
amount of the related demand for payment and, if it does, submit a notice of
such borrowing as provided in Section 5.05 hereof.


(e)                                  Each
Lender (other than the Issuing Bank) shall pay to the Administrative Agent or
the Multi-Currency Payment Agent, as the case may be, for account of the
Issuing Bank at an account in New York, New York specified by the
Administrative Agent (or the Multi-Currency Payment Agent, as the case may be)
in Dollars or in another currency available under the US$ Commitments or
Multi-Currency Commitments, as the case may be, and in immediately available
funds the amount of such Lender’s US$ Commitment Percentage or Multi-Currency
Commitment Percentage, as the case may be, of any payment under a Letter of
Credit issued under the US$ Commitments or the Multi-Currency Commitments, as
the case may be, upon notice by 



 39
 









the Issuing Bank (through
the Administrative Agent) to such Lender requesting such payment and specifying
such amount. Each such Lender’s obligation to make such payment to the
Administrative Agent or the Multi-Currency Payment Agent, as the case may be,
for account of the Issuing Bank under this paragraph (e), and the Issuing Bank’s
right to receive the same, shall be absolute and unconditional and shall not be
affected by any circumstance whatsoever (other than gross negligence or wilful
misconduct of the Issuing Bank), including, without limitation, the failure of
any other Lender to make its payment under this paragraph (e), the financial
condition of the Company (or any other account party), any failure to satisfy
any condition precedent to any Loan, the existence of any Default or the
termination of the Commitments. Each such payment to the Issuing Bank shall be
made without any offset, abatement, withholding or reduction whatsoever. If any
Lender shall default in its obligation to make any such payment to the Administrative
Agent or the Multi-Currency Payment Agent, as the case may be, for account of
the Issuing Bank, for so long as such default shall continue the Administrative
Agent or the Multi-Currency Payment Agent, as the case may be, may at the
request of the Issuing Bank withhold from any payments received by the
Administrative Agent or the Multi-Currency Payment Agent, as the case may be,
under this Agreement for account of such Lender the amount so in default and,
to the extent so withheld, pay the same to the Issuing Bank in satisfaction of
such defaulted obligation.


(f)                                    Upon
the issuance of any Letter of Credit hereunder, each Lender shall,
automatically and without any further action on the part of the Administrative
Agent (or the Multi-Currency Payment Agent, as the case may be), the Issuing
Bank or such Lender, acquire (i) a participation in an amount equal to the
payment by such Lender to the Issuing Bank pursuant to paragraph (e) above in
the Reimbursement Obligation owing to the Issuing Bank hereunder and under the
Letter of Credit Documents relating to such Letter of Credit and (ii) a
participation in a percentage equal to such Lender’s US$ Commitment Percentage
or Multi-Currency Percentage, as the case may be, in any interest or other
amounts payable by the Company hereunder and under such Letter of Credit
Documents in respect of such Reimbursement Obligation (other than the
commissions, charges, costs and expenses payable to the Issuing Bank pursuant
to paragraph (g) of this Section 2.08). Upon receipt by the Issuing Bank from
or for account of the Company of any payment in respect of any Reimbursement
Obligation or any such interest or other amount (including by way of setoff or
application of proceeds of any collateral security) the Issuing Bank shall
promptly notify the Administrative Agent of such receipt and pay to the
Administrative Agent (or the Multi-Currency Payment Agent, as the case may be)
for account of each Lender entitled thereto such Lender’s US$ Commitment
Percentage or Multi-Currency Percentage, as the case may be, of such payment,
each such payment by the Issuing Bank to be made in the same money and funds in
which received by the Issuing Bank. In the event any payment received by the
Issuing Bank and so paid to the Lenders hereunder is rescinded or must
otherwise be returned by the Issuing Bank, each Lender shall, upon the request
of the Issuing Bank (through the Administrative Agent or the Multi-Currency
Payment Agent, as the case may be), repay to the Issuing Bank (through the Administrative
Agent or the Multi-Currency Payment Agent, as the case may be) the amount of
such payment paid to such Lender, with interest at the rate specified in
paragraph (j) of this Section 2.08.



 40
 









(g)                                 The
Company shall pay to the Administrative Agent or the Multi-Currency Payment
Agent, as the case may be, for account of the Lenders (ratably in accordance
with their respective US$ Commitment Percentages or Multi-Currency Percentages,
as the case may be) a letter of credit fee in Dollars in respect of each Letter
of Credit in an amount equal to the Applicable L/C Percentage of the daily
average undrawn stated amount of such Letter of Credit for the period from and
including the date of issuance of such Letter of Credit (i) in the case of a
Letter of Credit that expires in accordance with its terms, to and including
such expiration date and (ii) in the case of a Letter of Credit that is drawn
in full or is otherwise terminated other than on the stated expiration date of
such Letter of Credit, to but excluding the date such Letter of Credit is drawn
in full or is terminated (such fee to be non-refundable, to be paid in
arrears on each Quarterly Date and on the Commitment Termination Date and on
the date of expiry or termination or full utilization of such Letter of Credit
and to be calculated for any day after giving effect to any payments made under
such Letter of Credit on such day). In addition, the Company shall pay to the
Issuing Bank a fronting fee in Dollars in respect of each Letter of Credit in
an amount equal to a percentage per annum of the daily average undrawn stated
amount of such Letter of Credit for the period from and including the date of
issuance of such Letter of Credit (i) in the case of a Letter of Credit that
expires in accordance with its terms, to and including such expiration date and
(ii) in the case of a Letter of Credit that is drawn in full or is otherwise
terminated other than on the stated expiration date of such Letter of Credit,
to but excluding the date such Letter of Credit is drawn in full or is
terminated (such fee to be non-refundable, to be paid in arrears on each
Quarterly Date and on the Commitment Termination Date and to be calculated for
any day after giving effect to any payments made under such Letter of Credit on
such day) plus all commissions, charges, costs and expenses in the amounts
customarily charged by the Issuing Bank from time to time in like circumstances
with respect to the issuance of each Letter of Credit and drawings and other
transactions relating thereto.


(h)                                 Promptly
following the end of each calendar month, the Issuing Bank shall deliver
(through the Administrative Agent or the Multi-Currency Payment Agent, as the
case may be) to each Lender and the Company a notice describing the aggregate
amount of all Letters of Credit outstanding at the end of such month. Upon the
request of any Lender from time to time, the Issuing Bank shall deliver any
other information reasonably requested by such Lender with respect to each
Letter of Credit then outstanding.


(i)                                     The
issuance by the Issuing Bank of each Letter of Credit shall, in addition to the
conditions precedent set forth in Section 7 hereof, be subject to the
conditions precedent that (i) such Letter of Credit shall be in such form,
contain such terms and support such transactions as shall be satisfactory to
the Issuing Bank consistent with its then current practices and procedures with
respect to letters of credit of the same type, (ii) such Letter of Credit shall
be denominated in Dollars or a Multi-Currency and (iii) the Company shall have
executed and delivered such applications, agreements and other instruments
relating to such Letter of Credit as the Issuing Bank shall have reasonably
requested consistent with its then current practices and procedures with
respect to letters of credit of the same type, provided that in the event of
any conflict between any such 



 41
 









application, agreement or
other instrument and the provisions of this Agreement or any Security Document,
the provisions of this Agreement and the Security Documents shall control.


(j)                                     To
the extent that any Lender shall fail to pay any amount required to be paid
pursuant to paragraph (e) or (f) of this Section 2.08 on the due date therefor,
such Lender shall pay interest to the Issuing Bank (through the Administrative
Agent or the Multi-Currency Payment Agent, as the case may be) on such amount
from and including such due date to but excluding the date such payment is made
at a rate per annum equal to the Federal Funds Effective Rate or, in the case
of any amount payable in a currency other than Dollars, the rate determined by
the Administrative Agent or the Multi-Currency Payment Agent (in the case of
Letters of Credit issued under the Multi-Currency Commitments) in its
discretion as the appropriate rate for interbank settlements, provided
that if such Lender shall fail to make such payment to the Issuing Bank within
three Business Days of such due date, then, retroactively to the due date, such
Lender shall be obligated to pay interest on such amount at the rate then
payable by the Company on such amount.


(k)                                  The
issuance by the Issuing Bank of any modification or supplement to any Letter of
Credit hereunder shall be subject to the same conditions as are applicable
under this Section 2.08 to the issuance of new Letters of Credit, and no such
modification or supplement shall be issued hereunder unless either (i) the
respective Letter of Credit affected thereby would have complied with such
conditions had it originally been issued hereunder in such modified or
supplemented form or (ii) each Lender shall have consented thereto.


The
Company hereby indemnifies and holds harmless each Lender (including the
Issuing Bank, the Administrative Agent and the Multi-Currency Payment Agent)
from and against any and all claims and damages, losses, liabilities, costs or
expenses that such Lender, the Administrative Agent or the Multi-Currency
Payment Agent may incur (or that may be claimed against such Lender, the
Administrative Agent or the Multi-Currency Payment Agent by any Person
whatsoever) by reason of or in connection with the execution and delivery or
transfer of or payment or refusal to pay by the Issuing Bank under any Letter
of Credit; provided that the Company shall not be required to indemnify
any Lender, the Administrative Agent or the Multi-Currency Payment Agent for
any claims, damages, losses, liabilities, costs or expenses to the extent, but
only to the extent, caused by (x) the willful misconduct or gross negligence of
the Issuing Bank in determining whether a request presented under any Letter of
Credit complied with the terms of such Letter of Credit or (y) in the case of
the Issuing Bank, its failure to pay under any Letter of Credit after the
presentation to it of a request strictly complying with the terms and
conditions of such Letter of Credit. Nothing in this Section 2.08 is intended
to limit the other obligations of the Company, any Lender, the Administrative
Agent or the Multi-Currency Payment Agent under this Agreement.


2.09.                        Currency
Fluctuations, etc.


(a)                                  Not
later than 1:00 p.m., New York City time, on each Calculation Date, the
Multi-Currency Payment Agent shall (i) determine the Exchange Rate as of such
Calculation 



 42
 









Date
with respect to (x) each Multi-Currency for which there are at such time
outstanding Multi-Currency Loans or Letters of Credit issued under the
Multi-Currency Commitments, (y) the Canadian Dollar if there are at such time
outstanding non-Dollar-denominated US$-Canadian Loans and (z) Pounds Sterling
and euro if there are at such time outstanding non-Dollar-denominated US$ Loans
and (ii) give notice thereof to the Multi-Currency Lenders which have committed
to make Multi-Currency Loans in each such Multi-Currency, to the US$-Canadian
Lenders which have committed to make US$-Canadian Loans in Canadian Dollars, to
the US$ Lenders which have committed to make US$ Loans in Pounds Sterling and
euro and to the Company.  The Exchange
Rates so determined shall become effective on the first Business Day
immediately following the relevant Calculation Date (a “Reset Date”) and
shall remain effective until the next succeeding Reset Date.


(b)                                 Not
later than 5:00 p.m., New York City time, on each Reset Date, the
Multi-Currency Payment Agent shall (i) determine (x) the Dollar Equivalent of
the aggregate principal amount of Multi-Currency Loans, Multi-Currency
Swingline Loans and Letter of Credit Liabilities under the Multi-Currency
Commitments in each Multi-Currency then outstanding (after giving effect to any
Multi-Currency Loans to be made or repaid on such date) (the “Outstanding
Multi-Currency Amount”), (y) the Dollar Equivalent of the
Dollar-denominated US$-Canadian Loans and Letter of Credit Liabilities under
the US$-Canadian Commitments, Canadian Dollar denominated US$-Canadian Loans and
C$ Loans and Letter of Credit Liabilities outstanding under the Canadian
Commitments then outstanding (after giving effect to any non-Dollar-denominated
US$-Canadian Loans to be made or repaid on such date) (the “Outstanding
US$-Canadian Amount”) and (z) the Dollar Equivalent of the
Dollar-denominated US$ Loans and Letter of Credit Liabilities under the US$
Commitments, Pounds Sterling denominated and euro denominated US$ Loans and
Letter of Credit Liabilities outstanding under the US$ Commitments then outstanding
(after giving effect to any non-Dollar-denominated US$ Loans to be made or
repaid on such date) (the “Outstanding US$ Amount”) and (ii) notify the
Multi-Currency Lenders, the US$-Canadian Lenders or US$ Lenders, as the case
may be, and the Company of the results of such determination.


(c)                                  If
on any Reset Date, Outstanding Multi-Currency Amount exceeds 105% of the
aggregate amount of the Multi-Currency Commitments, then the Company shall,
within three Business Days after notice thereof from the Multi-Currency Payment
Agent, prepay (in any Multi-Currency as selected by the Company) Multi-Currency
Loans in an aggregate amount such that, after giving effect thereto, the
Outstanding Multi-Currency Amount shall be equal to or less than such aggregate
amount of Multi-Currency Commitments (and in the event that after such
prepayment, the Outstanding Multi-Currency Amount is more than such aggregate
amount of the Multi-Currency Commitments, the Company shall provide cash cover
for the difference by paying to the Multi-Currency Payment Agent immediately
available funds in an amount equal to such difference, which funds shall be
retained by the Multi-Currency Payment Agent in the Collateral Account as such
collateral security for such Letter of Credit Liabilities). If any such
prepayment occurs on a day which is not the last day of the then current
Interest Period with respect thereto, the Company shall pay to the
Multi-Currency Lenders such amounts, if any, as may be required pursuant to
Section 6.05.


(d)                                 If
on any Reset Date, the Outstanding US$-Canadian Amount exceeds 110% of the
aggregate amount of the US$-Canadian Commitments and Canadian Commitments, 



 43
 









then
the Company shall, within three Business Days after notice thereof from the
Multi-Currency Payment Agent, prepay (in Dollars or Canadian Dollars as
selected by the Company) US$-Canadian Loans, C$ Loans or Canadian Letters of
Credit in an aggregate amount such that, after giving effect thereto, the
Outstanding Canadian Amount shall be equal to or less than such aggregate
amount of US$-Canadian Commitments and Canadian Commitments. If any such
prepayment occurs on a day which is not the last day of the then current
Interest Period with respect thereto, the Company shall pay to the US$-Canadian
Lenders such amounts, if any, as may be required pursuant to Section 6.05.


(e)                                  If
on any Reset Date, the Outstanding US$ Amount exceeds 105% of the aggregate
amount of the US$ Commitments, then the Company shall, within three Business
Days after notice thereof from the Multi-Currency Payment Agent, prepay (in
Dollars, Pounds Sterling or euro as selected by the Company) US$ Loans in an
aggregate amount such that, after giving effect thereto, the Outstanding US$
Amount shall be equal to or less than such aggregate amount of US$ Commitments
(and in the event that after such prepayment, the Outstanding US$ Amount is
more than such aggregate amount of the US$ Commitments, the Company shall
provide cash cover for the difference by paying to the Multi-Currency Payment
Agent immediately available funds in an amount equal to such difference, which
funds shall be retained by the Multi-Currency Payment Agent in the Collateral
Account as such collateral security for such Letter of Credit Liabilities). If
any such prepayment occurs on a day which is not the last day of the then
current Interest Period with respect thereto, the Company shall pay to the US$
Lenders such amounts, if any, as may be required pursuant to Section 6.05.


Section 3  Borrowings, Conversions and Prepayments.


3.01.                        Procedure
for US$ Loan Borrowing, US$-Canadian Loan Borrowing, Term Loan Borrowing and
Multi-Currency Borrowing.


(a)                                  The
Company shall give the Administrative Agent or the Multi-Currency Payment Agent
notice of each US$ Loan, US$-Canadian Loan, Multi-Currency Loan and Term Loan
to be made hereunder as provided in Section 5.05 hereof.


(b)                                 Not
later than 12:00 p.m. New York time on the date specified for each borrowing in
Dollars hereunder, each US$ Lender, US$-Canadian Lender, Multi-Currency Lender
or Term Lender shall make available the amount of the US$ Loan, US$-Canadian
Loan or Term Loan to be made by it on such date to the Administrative Agent, at
an account in New York, New York specified by the Administrative Agent, in
immediately available funds, for account of the Company. The amount so received
by the Administrative Agent shall, subject to the terms and conditions of this
Agreement, be made available to the Company by depositing the same, in
immediately available funds, in an account of the Company designated by the
Company and maintained with the Administrative Agent.


(c)                                  Not
later than 11:00 a.m. London time on the date specified for each such borrowing
hereunder, each Multi-Currency Lender or, if a US$-Canadian Loan is being made
in Canadian Dollars, each US$-Canadian Lender, or if a US$ Loan is being made
in Pounds Sterling or euro, each US$ Lender, shall make available the amount of
the Multi-Currency Loan, US$-Canadian Loan or US$ Loan, as the case may be, to
be made by it on such date to the 



 44
 









Multi-Currency
Payment Agent, at an account in London specified by the Multi-Currency Payment
Agent, in immediately available funds, for account of the Company, the Swiss
Borrower or the Additional Borrower, as the case may be. The amount so received
by the Multi-Currency Payment Agent shall, subject to the terms and conditions
of this Agreement, be made available to the Company, the Swiss Borrower or the
Additional Borrower, as the case may be, by depositing the same, in immediately
available funds, in an account of the Company, the Swiss Borrower or the
Additional Borrower, as the case may be, designated by the Company, the Swiss
Borrower or the Additional Borrower, as the case may be, with the
Administrative Agent.


3.02.                        Prepayments
and Conversions.


(a)                                  Optional
Prepayments and Conversions.  The
Company shall have the right to prepay Loans and to convert Loans in Dollars of
one Type into Loans of the other Type, at any time or from time to time,
provided, that the Company shall give the Administrative Agent or the
Multi-Currency Payment Agent, notice of each such prepayment as provided in
Section 5.05 hereof. Any prepayment of Term Loans hereunder may not be
reborrowed.  Loans in one currency may
not be converted to being Loans in another currency, but may be prepaid and
reborrowed as provided herein.


(b)                                 Mandatory
Prepayments.  (i)  If on any date, the Company or any Subsidiary
of the Company shall receive Net Cash Proceeds from any issuance of
Indebtedness subsequent to the Effective Date, other than Indebtedness incurred
pursuant to Section 9.08 hereof (it being understood that this Section 3.02(b)
shall not constitute a waiver of any provision of Section 9.08), then the
Company shall prepay the Loans (and/or provide cover for Letter of Credit
Liabilities as specified in paragraph (d) below) in an amount equal to such Net
Cash Proceeds (less any prepayments of the C$ Loans under Section 3.4(b) of
Annex A hereto), but, the Revolving Commitments shall not be subject to
automatic reduction.


(ii)                                  Amounts
to be applied in connection with prepayments made pursuant to this Section
3.02(b) shall be applied, first, to the prepayment of the Term Loans
(which may not be reborrowed) and, second, to the prepayment of the
Revolving Loans.  Each prepayment of the
Loans under this Section 3.02(b) shall be accompanied by accrued interest to
the date of such prepayment on the amount prepaid.


(c)                                  Commitment
Reductions; Term Loan Prepayments. 
(i)  If on any date, the Company
or any Subsidiary of the Company shall receive Net Cash Proceeds from any
disposition of assets to any Person other than the Company or a Subsidiary or
any Recovery Event, then, unless such disposition of assets or Recovery Event
shall be a Reinvestment Event, the Revolving Commitments shall be reduced or the
Term Loans prepaid, as the case may be, by an amount equal to such Net Cash
Proceeds to the extent such Net Cash Proceeds, together with all other such Net
Cash Proceeds from dispositions of assets or Recovery Events that are not
Reinvestment Events, exceeds $15,000,000 in the then-current fiscal year of the
Company; provided, that notwithstanding the foregoing, (i) the aggregate
Net Cash Proceeds from dispositions of assets and Recovery Events that may be
excluded from the foregoing requirement for a Reinvestment Event shall not
exceed 10% of the Consolidated Net Tangible Assets of the Company as at the end
of the immediately preceding fiscal year and (ii) on each Reinvestment
Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect
to the 



 45
 









relevant
Reinvestment Event shall be applied toward the reduction of the Revolving
Commitments or the prepayment of the Term Loans, as the case may be.


(ii)                                  Amounts
to be applied in connection with prepayments and Revolving Commitment reductions
made pursuant to this Section 3.02(c) shall be applied, first, to the
prepayment of the Term Loans (which may not be reborrowed) and, second,
to reduce permanently the Revolving Commitments.  Each prepayment of the Loans under this
Section 3.02(c) shall be accompanied by accrued interest to the date of such
prepayment on the amount prepaid. To the extent that, after giving effect to
any such reduction of the Revolving Commitments, the aggregate principal amount
of the US$ Loans, the US$-Canadian Loans or the Multi-Currency Loans and the
aggregate amount of Letter of Credit Liabilities under the US$ Commitments,
US$-Canadian Commitments or the Multi-Currency Commitments, as the case may be,
would exceed such Commitments, the Company shall, first, prepay Loans
thereunder and, second, provide cover for Letter of Credit Liabilities
thereunder as specified in paragraph (d) below, in an aggregate amount equal to
such excess. The Company shall notify the Administrative Agent promptly upon
the occurrence of any event giving rise to a prepayment or Commitment reduction
under this Section 3.02(c).


(d)                                 Cover
for Letter of Credit Liabilities.  In
the event that the US$ Loans or the Multi-Currency Loans have been repaid in
full, amounts payable under Section 3.02(b) or 3.02(c) shall be applied to
provide cash cover for outstanding Letters of Credit under the US$ Commitments
or the Multi-Currency Commitments, as the case may be, in which event the
Company shall effect the same by paying to the Administrative Agent or the
Multi-Currency Payment Agent, as the case may be, immediately available funds
in an amount equal to the amount required to provide such cash cover, which
funds shall be retained by the Administrative Agent or the Multi-Currency
Payment Agent in the Collateral Account on behalf of the Lenders as collateral
security for such Letter of Credit Liabilities until such time as the Letters
of Credit under such Commitments shall have been terminated and all of the
Letter of Credit Liabilities paid in full.


3.03.                        Procedure
for Swingline Borrowing; Refunding of Swingline Loans.


(a)                                  Notice
and Borrowing of Swingline Loans. 
Whenever the Company, the Swiss Borrower or any Additional Borrower
desires that the Swingline Lender make Swingline Loans it shall give the Swingline
Lender irrevocable telephonic notice confirmed promptly in writing (which
telephonic notice must be received by the Swingline Lender not later than (x)
in the case of US$ Swingline Loans, 11:00 a.m., New York City time, (y) in the
case of US$-Canadian Swingline Loans, 11:00 a.m., Toronto time, or (z) in the
case of Multi-Currency Swingline Loans, 12:00 Noon, London time, on the
proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the
requested Borrowing Date (which shall be a Business Day during the Commitment
Period).  Each borrowing under the
Swingline Commitment shall be in an amount equal to $500,000 or a whole
multiple of $100,000 in excess thereof or, in the case of borrowings under the
US$-Canadian Swingline Commitment and the Multi-Currency Swingline Commitment,
in an amount approximately equal to the Dollar Equivalent thereof or otherwise
acceptable to the US$-Canadian Swingline Lender or the Multi-Currency Swingline
Lender.  Not later than (x) in the case
of US$ Swingline Loans, 3:00 p.m., New York City time, (y) in the case of
US$-Canadian Swingline Loans, 3:00 p.m., Toronto Time, or (2) in the case of
Multi-



 46
 









Currency
Swingline Loans, 2:30 p.m., London time, on the Borrowing Date specified in a
notice in respect of Swingline Loans, the Swingline Lender shall make available
to the Administrative Agent or the Multi-Currency Payment Agent, as applicable,
at the Applicable Lending Office an amount in immediately available funds equal
to the amount of the Swingline Loan to be made by the Swingline Lender.  The Administrative Agent or the
Multi-Currency Payment Agent, as applicable, shall make the proceeds of such
Swingline Loan available to the Company, the Swiss Borrower or the Additional
Borrower, as applicable, on such Borrowing Date by depositing such proceeds in
the account of the Company, the Swiss Borrower or the Additional Borrower, as
applicable, with the Administrative Agent or the Multi-Currency Payment Agent,
as applicable, on such Borrowing Date in immediately available funds.


(b)                                 Refunded
Swingline Loans.  (i)  The Swingline Lender, at any time and from
time to time in its sole and absolute discretion may, on behalf of the Company,
(which hereby irrevocably directs the Swingline Lender to act on its behalf),
on one Business Day’s notice given by the Swingline Lender no later than 12:00
Noon, New York City time, request each US$ Lender to make, and each US$ Lender
hereby agrees to make, a US$ Loan, in an amount equal to such US$ Lender’s US$
Commitment Percentage of the aggregate amount of the US$ Swingline Loans (the “Refunded
US$ Swingline Loans”) outstanding on the date of such notice, to repay the
Swingline Lender.  Each US$ Lender shall
make the amount of such US$ Loan available to the Administrative Agent at the Applicable
Lending Office in immediately available funds, not later than 10:00 a.m., New
York City time, one Business Day after the date of such notice.  The proceeds of such US$ Loans shall be
immediately made available by the Administrative Agent to the Swingline Lender
for application by the Swingline Lender to the repayment of the Refunded US$
Swingline Loans.  The Company irrevocably
authorizes the Swingline Lender, on one Business Day’s notice given by the
Swingline Lender no later than 12:00 Noon, New York City time, to charge the
Company’s accounts with the Administrative Agent (up to the amount available in
each such account) in order to pay the amount of such Refunded US$ Swingline
Loans to the extent amounts received from the US$ Lenders are not sufficient to
repay in full such Refunded US$ Swingline Loans.


(ii)                                  The
Swingline Lender, at any time and from time to time in its sole and absolute
discretion may, on behalf of the Company (which hereby irrevocably directs the
Swingline Lender to act on its behalf), on one Business Day’s notice given by
the Swingline Lender no later than 12:00 Noon, New York City time, request each
US$-Canadian Lender to make, and each US$-Canadian Lender hereby agrees to
make, a US$-Canadian Loan, in an amount equal to such US$-Canadian Lender’s
US$-Canadian Commitment Percentage of the aggregate amount of the US$-Canadian
Swingline Loans (the “Refunded US$-Canadian Swingline Loans”)
outstanding on the date of such notice, to repay the Swingline Lender.  Each US$-Canadian Lender shall make the
amount of such US$-Canadian Loan available to the Administrative Agent at the
Applicable Lending Office in immediately available funds, not later than 10:00
a.m., New York City time, one Business Day after the date of such notice.  The proceeds of such US$-Canadian Loans shall
be immediately made available by the Administrative Agent to the Swingline
Lender for application by the Swingline Lender to the repayment of the Refunded
US$-Canadian Swingline Loans.  The
Company irrevocably authorizes the Swingline Lender, on one Business Day’s
notice given by the Swingline Lender no later than 12:00 Noon, New York City
time, to charge the Company’s accounts with the Canadian Administrative Agent
(up to the amount available in each such account) in order to pay 



 47
 









the
amount of such Refunded US$-Canadian Swingline Loans to the extent amounts
received from the US$-Canadian Lenders are not sufficient to repay in full such
Refunded US$-Canadian Swingline Loans.


(iii)                               The
Swingline Lender, at any time and from time to time in its sole and absolute
discretion may, on behalf of the Company, the Swiss Borrower and any Additional
Borrower, as applicable, (which hereby irrevocably directs the Swingline Lender
to act on its behalf), on three Business Days’ notice given by the Swingline
Lender no later than 12:00 Noon, New York City time, request each
Multi-Currency Lender to make, and each Multi-Currency Lender hereby agrees to
make, a Multi-Currency Loan, in an amount equal to such Multi-Currency Lender’s
Multi-Currency Percentage of the aggregate amount of the Multi-Currency
Swingline Loans (the “Refunded Multi-Currency Swingline Loans”)
outstanding on the date of such notice, to repay the Swingline Lender.  Each Multi-Currency Lender shall make the
amount of such Multi-Currency Loan available to the Multi-Currency Payment
Agent at the Applicable Lending Office in immediately available funds, not
later than 10:00 a.m., New York City time, three Business Days after the date
of such notice.  The proceeds of such
Multi-Currency Loans shall be immediately made available by the Multi-Currency
Payment Agent to the Swingline Lender for application by the Swingline Lender
to the repayment of the Refunded Multi-Currency Swingline Loans.  The Company, the Swiss Borrower and any
Additional Borrower, as applicable, irrevocably authorizes the Swingline
Lender, on three Business Days’ notice given by the Swingline Lender no later
than 12:00 Noon, New York City time, to charge the Company’s, the Swiss
Borrower’s and any Additional Borrower’s, as applicable, accounts with the
Multi-Currency Payment Agent (up to the amount available in each such account)
in order to pay the amount of such Refunded Multi-Currency Swingline Loans to
the extent amounts received from the Multi-Currency Lenders are not sufficient
to repay in full such Refunded Multi-Currency Swingline Loans.


(c)                                  Swingline
Participation Amount.  (i)   If prior to the time a US$ Loan
would have otherwise been made pursuant to Section 3.03(b)(i), one of the
events described in Section 10.01(f) shall have occurred and be continuing with
respect to the Company or if for any other reason, as determined by the
Swingline Lender in its sole discretion, US$ Loans may not be made as
contemplated by Section 3.03(b)(i), each US$ Lender shall, on the date such US$
Loan was to have been made pursuant to the notice referred to in Section
3.03(b)(i), purchase for cash an undivided participating interest in the then
outstanding US$ Swingline Loans by paying to the Swingline Lender an amount
(the “US$ Swingline Participation Amount”) equal to (i) such US$ Lender’s
US$ Commitment Percentage times (ii) the sum of the aggregate principal
amount of US$ Swingline Loans then outstanding that were to have been repaid
with such US$ Loans.


(ii)                                  If
prior to the time a US$-Canadian Loan would have otherwise been made pursuant
to Section 3.03(b)(ii), one of the events described in Section 10.01(f) shall
have occurred and be continuing with respect to the Company or if for any other
reason, as determined by the Swingline Lender in its sole discretion,
US$-Canadian Loans may not be made as contemplated by Section 3.03(b)(ii), each
US$-Canadian Lender shall, on the date such US$-Canadian Loan was to have been
made pursuant to the notice referred to in Section 3.03(b)(ii), purchase for
cash an undivided participating interest in the then outstanding US$-Canadian
Swingline Loans by paying to the Swingline Lender an amount (the “US$-Canadian
Swingline 



 48
 









Participation
Amount”) equal to (i) such US$-Canadian Lender’s US$-Canadian
Commitment Percentage times (ii) the sum of the aggregate principal amount of
US$-Canadian Swingline Loans then outstanding that were to have been repaid
with such US$-Canadian Loans.


(iii)                               If
prior to the time a Multi-Currency Loan would have otherwise been made pursuant
to Section 3.03(b)(iii), one of the events described in Section 10.01(f) shall
have occurred and be continuing with respect to the Company, the Swiss Borrower
or any Additional Borrower or if for any other reason, as determined by the
Swingline Lender in its sole discretion, Multi-Currency Loans may not be made
as contemplated by Section 3.03(b)(iii), each Multi-Currency Lender shall, on
the date such Multi-Currency Loan was to have been made pursuant to the notice
referred to in Section 3.03(b)(iii), purchase for cash an undivided
participating interest in the then outstanding Multi-Currency Swingline Loans
by paying to the Swingline Lender an amount (the “Multi-Currency Swingline
Participation Amount”) equal to (i) such Multi-Currency Lender’s
Multi-Currency Percentage times (ii) the sum of the aggregate principal
amount of Multi-Currency Swingline Loans then outstanding that were to have
been repaid with such Multi-Currency Loans.


(d)                                 Distribution
of Swingline Participation Amount. 
(i)                  Whenever, at any
time after the Swingline Lender has received from any US$ Lender such Lender’s
US$ Swingline Participation Amount, the Swingline Lender receives any payment
on account of the US$ Swingline Loans, the Swingline Lender will distribute to
such Lender its US$ Swingline Participation Amount (appropriately adjusted, in
the case of interest payments, to reflect the period of time during which such
Lender’s participating interest was outstanding and funded and, in the case of
principal and interest payments, to reflect such Lender’s pro  rata
portion of such payment if such payment is not sufficient to pay the principal
of and interest on all Swingline Loans then due); provided, however,
that in the event that such payment received by the Swingline Lender is
required to be returned, such US$ Lender will return to the Swingline Lender
any portion thereof previously distributed to it by the Swingline Lender.


(ii)                                  Whenever,
at any time after the Swingline Lender has received from any US$-Canadian
Lender such Lender’s US$-Canadian Swingline Participation Amount, the Swingline
Lender receives any payment on account of the US$-Canadian Swingline Loans, the
Swingline Lender will distribute to such Lender its US$-Canadian Swingline
Participation Amount (appropriately adjusted, in the case of interest payments,
to reflect the period of time during which such Lender’s participating interest
was outstanding and funded and, in the case of principal and interest payments,
to reflect such Lender’s pro rata portion of such payment if such payment is
not sufficient to pay the principal of and interest on all Swingline Loans then
due); provided, however, that in the event that such payment received by the
Swingline Lender is required to be returned, such US$-Canadian Lender will
return to the Swingline Lender any portion thereof previously distributed to it
by the Swingline Lender.


(iii)                               Whenever,
at any time after the Swingline Lender has received from any Multi-Currency
Lender such Lender’s Multi-Currency Swingline Participation Amount, the
Swingline Lender receives any payment on account of the Multi-Currency
Swingline Loans, the Swingline Lender will distribute to such Lender its
Multi-Currency Swingline Participation Amount (appropriately adjusted, in the
case of interest payments, to reflect the period of time during which such
Lender’s participating interest was outstanding and funded and, in the case of 



 49
 









principal
and interest payments, to reflect such Lender’s pro  rata portion
of such payment if such payment is not sufficient to pay the principal of and
interest on all Swingline Loans then due); provided, however,
that in the event that such payment received by the Swingline Lender is
required to be returned, such Multi-Currency Lender will return to the
Swingline Lender any portion thereof previously distributed to it by the
Swingline Lender.


(e)                                  Obligation
Absolute.  Each Lender’s obligation
to make the Loans referred to in Section 3.03(b) and to purchase participating
interests pursuant to Section 3.03(c) shall be absolute and unconditional and
shall not be affected by any circumstance, including (i) any setoff,
counterclaim, recoupment, defense or other right that such Lender, the Company,
the Swiss Borrower or any Additional Borrower may have against the Swingline
Lender, the Company, the Swiss Borrower, any Additional Borrower or any other
Person for any reason whatsoever; (ii) the occurrence or continuance of a
Default or an Event of Default or the failure to satisfy any of the other
conditions specified in Section 7; (iii) any adverse change in the condition
(financial or otherwise) of the Company, the Swiss Borrower or any Additional
Borrower; (iv) any breach of this Agreement or any other Basic Document by the
Company, any other Obligor or any other Lender; or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.


(f)                                    No
Amendment, Waiver or Consent.  No
amendment, waiver or consent shall be made with respect to this Section 3.03
and Section 2.01(d) without the consent of the Swingline Lender and the
Administrative Agent.


Section 4  Payments of Principal and Interest.


4.01.                        Repayment
of Loans.


(a)                                  The
Borrowers hereby promise to pay to the Administrative Agent or the
Multi-Currency Payment Agent, as the case may be, for the account of each
Revolving Lender the entire outstanding principal amount of such Lender’s
Revolving Loans, and each Revolving Loan shall mature, on the Commitment
Termination Date.


(b)                                 The
aggregate principal amount of the Initial Term Loans shall mature and be
payable in consecutive quarterly installments, on the dates and in the amounts
set forth below:



 50
 









 


	
  Installment

  	
   

  	
  Principal Amount

  	
   

  
	
  August 31, 2007

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  November 30,
  2007

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  February 29,
  2008

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  May 31, 2008

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  August 31, 2008

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  November 30,
  2008

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  February 28,
  2009

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  May 31, 2009

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  August 31, 2009

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  November 30,
  2009

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  February 28,
  2010

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  May 31, 2010

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  August 31, 2010

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  November 30,
  2010

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  February 28,
  2011

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  May 31, 2011

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  August 31, 2011

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  November 31,
  2011

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  February 28,
  2012

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  May 31, 2012

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  August 31, 2012

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  November 31,
  2012

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  February 28,
  2013

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  May 31, 2013

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  August 31, 2013

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  November 31,
  2013

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  February 28,
  2014

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  April 16, 2014

  	
   

  	
  $

  	
  279,750,000

  	
   

  



 


(c)                                  The
Incremental Term Loans of each Incremental Term Lender shall mature in
consecutive installments (which shall be no more frequent than quarterly) as
specified in the Incremental Term Loan Activation Notice.


4.02.                        Interest.
The Company will pay to the Administrative Agent or, in the case of
Multi-Currency Loans, non-Dollar-denominated US$-Canadian Loans or non-Dollar-
denominated US$ Loans, to the Multi-Currency Payment Agent, for the account of
each Lender interest on the unpaid principal amount of each Loan made by such
Lender to the Company for the period commencing on the date of such Loan to but
excluding the date such Loan shall be paid in full, at the following rates per
annum:


(a)                                  if
such Loan is an ABR Loan, the Alternate Base Rate plus the Applicable
Margin;


(b)                                 if
such Loan is a Eurocurrency Loan, the Eurocurrency Rate plus the
Applicable Margin; and


(c)                                  if
such Loan is an Agreed Rate Loan, the Agreed Rate applicable thereto.


Notwithstanding the foregoing, the Company hereby promises to pay to
the Administrative Agent or, in the case of Multi-Currency Loans,
non-Dollar-denominated US$-Canadian Loans or non-Dollar-denominated US$ Loans
to the Multi-Currency Payment Agent, for account of each Lender interest at the
applicable Post-Default Rate (x) on any principal of any Loan made by
such Lender to the Company, on any Reimbursement Obligation held by such Lender
and on any other amount payable by the Company or any other Borrower hereunder
to or for account of such Lender (but, if such amount is interest, only to the
extent legally enforceable), that shall not be paid in full when due (whether
at stated maturity, by acceleration, by mandatory prepayment or otherwise), for
the period from and including the due date thereof 



 51
 









to but
excluding the date the same is paid in full and (y) during any period when an
Event of Default shall have occurred under Section 10.01(a) hereof and for so
long as such Event of Default shall be continuing, on any principal of any Loan
made by such Lender to the Company.


Accrued interest on each Loan shall be payable (i) if such Loan is an
ABR Loan, on each Quarterly Date, (ii) if such Loan is a Eurocurrency Loan, on
the last day of each Interest Period for such Loan (and, if such Interest
Period exceeds three months’ duration, quarterly, commencing on the first
quarterly anniversary of the first day of such Interest Period), and (iii) in
any event, upon the payment, prepayment or conversion thereof, but only on the
principal so paid or prepaid or converted; provided that interest payable
at the Post-Default Rate shall be payable from time to time on demand of
the Administrative Agent (or the Multi-Currency Payment Agent, in the case of
Multi-Currency Loans, non-Dollar-denominated US$-Canadian Loans or
non-Dollar-denominated US$ Loans) or the Majority Lenders. Promptly after the
determination of any interest rate provided for herein or any change therein,
the Administrative Agent shall notify the Lenders and each Borrower thereof.


Notwithstanding the foregoing provisions of this Section 4.02, if at
any time the rate of interest set forth above on any Loan of any Lender (the “Stated
Rate” for such Loan) exceeds the maximum non-usurious interest rate
permissible for such Lender to charge commercial borrowers under applicable law
(the “Maximum Rate” for such Lender), the rate of interest charged on such Loan
of such Lender hereunder shall be limited to the Maximum Rate for such Lender.


In the event the Stated Rate for any Loan of a Lender that has
theretofore been subject to the preceding paragraph at any time is less than
the Maximum Rate for such Lender, the principal amount of such Loan shall bear
interest at the Maximum Rate for such Lender until the total amount of interest
paid to such Lender or accrued on its Loans hereunder equals the amount of
interest which would have been paid to such Lender or accrued on such Lender’s
Loans hereunder if the Stated Rate had at all times been in effect.


In the event, upon payment in full of all amounts payable hereunder,
the total amount of interest paid to any Lender or accrued on such Lender’s
Loans under the terms of this Agreement is less than the total amount of
interest which would have been paid to such Lender or accrued on such Lender’s
Loans if the Stated Rate had, at all times, been in effect, then the Company
shall, to the extent permitted by applicable law, pay to the Administrative
Agent or, in the case of Multi-Currency Loans, non-Dollar-denominated
US$-Canadian Loans or non-Dollar- denominated US$ Loans, to the Multi-Currency
Payment Agent, for the account of such Lender an amount equal to the difference
between (a) the lesser of (i) the amount of interest which would have accrued
on such Lender’s Loans if the Maximum Rate for such Lender had at all times
been in effect or (ii) the amount of interest which would have accrued on such
Lender’s Loans if the Stated Rate had at all times been in effect and (b) the
amount of interest actually paid to such Lender or accrued on its Loans under
this Agreement.  In the event any Lender
ever receives, collects or applies as interest any sum in excess of the Maximum
Rate for such Lender, such excess amount shall be applied to the reduction of
the principal balance of its Loans or to other amounts (other than interest)
payable hereunder, and if no such principal is then outstanding, such excess or
part thereof remaining shall be paid to the Company.



 52
 









Section 5  Payments; Pro Rata Treatment; Computations;
Etc.


5.01.                        Payments.


(a)                                  Except
to the extent otherwise provided herein, all payments of principal, interest,
Reimbursement Obligations and other amounts to be made by the Company under the
US$ Commitments, the US$-Canadian Commitments, the Multi-Currency Commitments
or the Term Loans shall (except in the case of payments of principal and
interest on Multi-Currency Loans or Letter of Credit Liabilities incurred under
the Multi-Currency Commitments, non-Dollar-denominated US$-Canadian Loans or
non-Dollar-denominated US$ Loans) be made in Dollars, in immediately available
funds, to the Administrative Agent at an account in New York, New York
specified by the Administrative Agent, not later than 11:00 a.m. New York time
on the date on which such payment shall become due (each such payment made
after such time on such due date to be deemed to have been made on the next
succeeding Business Day). The Administrative Agent, or any Lender for whose
account any such payment is made, may (but shall not be obligated to) debit the
amount of any such payment which is not made by such time to any ordinary
deposit account of the Company with the Administrative Agent or such Lender, as
the case may be. The Company shall, at the time of making each such payment,
specify to the Administrative Agent the Loans or other amounts payable by the
Company hereunder to which such payment is to be applied (and in the event that
it fails to so specify, or if an Event of Default has occurred and is
continuing, the Administrative Agent may apply such payment for the benefit of
the Lenders as it may elect in its sole discretion, but subject to the other
terms and conditions of this Agreement, including without limitation, Section
5.02 hereof). Each payment received by the Administrative Agent under the US$
Commitments, the US$-Canadian Commitments, the Multi-Currency Commitments or
the Term Loans (except in the case of payment of principal and interest on
Multi-Currency Loans or Letter of Credit Liabilities incurred under the
Multi-Currency Commitments, non-Dollar-denominated US$-Canadian Loans or
non-Dollar-denominated US$ Loans) for the account of a Lender shall be paid
promptly to such Lender, in immediately available funds, for the account of
such Lender’s Applicable Lending Office. If the due date of any such payment
would otherwise fall on a day which is not a Business Day such date shall be
extended to the next succeeding Business Day and interest shall be payable for
any principal so extended for the period of such extension.


(b)                                 Except
to the extent otherwise provided herein, all payments of principal and interest
on (i) Multi-Currency Loans and Letter of Credit Liabilities incurred under the
Multi-Currency Commitments, (ii) non-Dollar-denominated US$-Canadian Loans and
(iii) non-Dollar denominated US$ Loans, in either case to be made by the
Company shall be made in the currency of the applicable Loan or Letter of
Credit for which payment is being made, in immediately available funds, to the
Multi-Currency Payment Agent at an account in London specified by the
Multi-Currency Payment Agent, not later than 11:00 a.m. London time on the date
on which such payment shall become due (each such payment made after such time
on such due date to be deemed to have been made on the next succeeding Business
Day). The Multi-Currency Payment Agent, or any Lender for whose account any
such payment is made, may (but shall not be obligated to) debit the amount of
any such payment which is not made by such time to any ordinary deposit account
of the Company with the Multi-Currency Payment Agent or such Lender, as the
case may be. The Company shall, at the time of making each such payment,
specify to the Multi-Currency Payment Agent the Loans or other amounts payable
by the 



 53
 









Company
hereunder to which such payment is to be applied (and in the event that it
fails to so specify, or if an Event of Default has occurred and is continuing,
the Multi-Currency Payment Agent may apply such payment for the benefit of the
Lenders as it may elect in its sole discretion, but subject to the other terms
and conditions of this Agreement, including without limitation, Section 5.02
hereof). Each such payment received by the Multi-Currency Payment Agent for the
account of a Lender shall be paid promptly to such Lender, in immediately
available funds, for the account of such Lender’s Applicable Lending Office. If
the due date of any such payment would otherwise fall on a day which is not a
Business Day such date shall be extended to the next succeeding Business Day
and interest shall be payable for any principal so extended for the period of
such extension.


(c)                                  All
payments made by the Company hereunder shall be made without set-off, deduction
or counterclaim.


5.02.                        Pro
Rata Treatment.


(a)                                  With
respect to the US$ Lenders, except to the extent otherwise provided herein: (i)
each borrowing from the US$ Lenders under Section 2.01 hereof shall be made
from the US$ Lenders, each payment of commitment fees under Section 2.03 hereof
shall be made for the account of the US$ Lenders, and each termination or
reduction of the US$ Commitments under Section 2.02 hereof shall be applied to
the US$ Commitments of the US$ Lenders, pro  rata according to the
US$ Lenders’ respective percentages of the US$ Commitments, (ii) each payment
by the Company of principal of or interest on US$ Loans of a particular Type
(other than payments in respect of Loans of individual Lenders provided for by
Section 6 hereof) shall be made to the Administrative Agent for the account of
the US$ Lenders pro  rata in accordance with the respective unpaid
principal amounts of such US$ Loans held by the US$ Lenders and (iii) each
conversion of US$ Loans of a particular Type (other than conversions of Loans
of individual Lenders pursuant to Section 6.04 hereof) shall be made pro
rata among the US$ Lenders in accordance with the respective principal
amounts of such US$ Loans held by the US$ Lenders.


(b)                                 With
respect to the US$-Canadian Lenders, except to the extent otherwise provided
herein: (i) each borrowing from the US$-Canadian Lenders under Section 2.01
hereof shall be made from the US$-Canadian Lenders and each termination or reduction
of the US$-Canadian Commitments under Section 2.02 hereof shall be applied to
the US$-Canadian Commitments of the US$-Canadian Lenders, pro  rata
according to the US$-Canadian Lenders’ respective percentages of the
US$-Canadian Commitments, (ii) each payment by the Company of principal of or
interest on US$-Canadian Loans of a particular Type (other than payments in
respect of Loans of individual Lenders provided for by Section 6 hereof) shall
be made to the Administrative Agent for the account of the US$-Canadian Lenders
pro  rata in accordance with the respective unpaid principal
amounts of such US$-Canadian Loans held by the US$-Canadian Lenders and (iii)
each conversion of US$-Canadian Loans of a particular Type (other than
conversions of Loans of individual Lenders pursuant to Section 6.04 hereof)
shall be made pro  rata among the US$-Canadian Lenders in
accordance with the respective principal amounts of such US$-Canadian Loans
held by the US$-Canadian Lenders.



 54
 









(c)                                  With
respect to the Multi-Currency Lenders, except to the extent otherwise provided
herein: (i) each borrowing from the Multi-Currency Lenders under Section 2.01
hereof shall be made from the Multi-Currency Lenders, each payment of
commitment fees under Section 2.03 hereof shall be made for the account of the
Multi-Currency Lenders, and each termination or reduction of the Multi-Currency
Commitments under Section 2.02 hereof shall be applied to the Multi-Currency
Commitments of the Multi-Currency Lenders, pro  rata according to
the Multi-Currency Lenders’ respective percentages of the Multi-Currency
Commitments and (ii) each payment by the Company of principal of or interest on
Multi-Currency Loans (other than payments in respect of Loans of individual
Lenders provided for by Section 6 hereof) shall be made to the Multi-Currency
Payment Agent, in each case for the account of the Multi-Currency Lenders and pro
rata in accordance with the respective unpaid principal amounts of such
Multi-Currency Loans (whether denominated in Dollars or other currency) held by
the Multi-Currency Lenders.


(d)                                 Any
reduction of the Commitments under Section 2.02(b) or 3.02(c) and any mandatory
prepayment under Section 3.02(b) shall be applied ratably to the US$
Commitments, US$-Canadian Commitments and the Multi-Currency Commitments.


(e)                                  With
respect to the Term Lenders, except to the extent otherwise provided herein:
(i) the borrowing from the Term Lenders under Section 2.01 hereof shall be made
from the Term Lenders, pro  rata according to the Term Lenders’
respective percentages of the Initial Term Commitments or Incremental Term
Loans, as the case may be, (ii) each payment (or prepayment) by the Company of
principal or interest on Initial Term Loans or Incremental Term Loans, as the
case may be, of a particular Type (other than payments in respect of Loans of
individual Lenders provided for by Section 6 hereof) shall be made to the
Administrative Agent for the account of the Initial Term Lenders or Incremental
Term Lenders, as applicable, pro  rata in accordance with the
respective unpaid principal amounts of such Initial Term Loans or Incremental
Term Loans held by the Initial Term Lenders or Incremental Term Lenders, as
applicable, and (iii) each conversion of Initial Term Loans or Incremental Term
Loans, as the case may be, of a particular Type (other than conversions of
Loans of individual Lenders pursuant to Section 6.04 hereof) shall be made pro
rata among the Initial Term Lenders or Incremental Term Lenders, as
applicable, in each case, in accordance with the respective principal amounts
of such Initial Term Loans or Incremental Term Loans held by the Initial Term
Lenders or Incremental Term Lenders, as applicable.


(f)                                    Each
prepayment by the Company of the Term Loans as provided by Section 3.02 hereof
shall be applied pro rata to the Term Loans and to the installments of
the Term Loans, pro rata according to the then outstanding amounts
thereof.


5.03.                        Computations.  Interest and fees shall be computed on the
basis of a year of 360 days (or 365 or 366 days, as the case may be, in the
case of (a) ABR Loans the interest rate payable on which is then based on the
Prime Rate and (b) Multi-Currency Loans and US$ Loans denominated in Pounds
Sterling) and actual days elapsed (including the first day but excluding the last
day) occurring in the period for which payable.



 55
 









5.04.                        Minimum
and Maximum Amounts; Types.


(a)                                  Dollar-denominated
US$ Loans; Dollar-denominated US$-Canadian Loans; Dollar-Denominated
Multi-Currency Loans; and Term Loans. 
Except for prepayments made pursuant to Section 3.02(b) hereof, each
borrowing, conversion and prepayment of principal of Dollar-denominated US$
Loans, Dollar-denominated US$-Canadian Loans, Dollar-denominated Multi-Currency
Loans and Term Loans shall be in an aggregate principal amount equal to (a) in
the case of Eurocurrency Loans, $1,000,000 or a larger multiple of $100,000,
and (b) in the case of ABR Loans, $500,000 or a larger multiple of $100,000
(borrowings, conversions or prepayments of Loans of different Types or, in the
case of Eurocurrency Loans, having different Interest Periods, at the same time
hereunder to be deemed separate borrowings, conversions and prepayments for
purposes of the foregoing, one for Type or Interest Period); provided that (i)
any Loan may be in the aggregate amount of the unused portion of the relevant
Commitments, (ii) Loans may be prepaid in full and (ii) any borrowing or
prepayment of Loans that are ABR Loans may be in an aggregate principal amount
equal to $100,000 or a larger multiple of $100,000.


(b)                                 Non-Dollar-Denominated
US$ Loans, Non-Dollar-Denominated Multi-Currency Loans and
Non-Dollar-Denominated US$-Canadian Loans. 
Each US$ Loan other than a Dollar-denominated US$ Loan shall be a
Eurocurrency Loan, each Multi-Currency Loan other than a Dollar-denominated
Multi-Currency Loan shall be a Eurocurrency Loan, and each US$-Canadian Loan
other than a Dollar-denominated US$-Canadian Loan shall be a Eurocurrency
Loan.  Except for prepayments made
pursuant to Section 3.02(b) hereof, each borrowing, conversion and prepayment
of principal of non-Dollar-denominated Multi-Currency Loans,
non-Dollar-denominated US$-Canadian Loans and non-Dollar-Denominated US$ Loans
shall be in an aggregate principal amount which is an integral multiple of
100,000 units of the relevant Multi-Currency, 100,000 Canadian Dollars, 100,000
Pounds Sterling or 100,000 euros, as the case may be, and equal to or greater
than an amount the Dollar Equivalent of which is $1,000,000.


5.05.                        Certain
Notices.


(a)                                  Dollar-denominated
US$ Loans and Dollar-denominated US$-Canadian Loans.  Notices to the Administrative Agent of
terminations or reductions of US$ Commitments and US$-Canadian Commitments, of
borrowings, conversions and prepayments of Dollar-denominated US$ Loans and
Dollar-denominated US$-Canadian Loans and of the duration of Interest Periods
shall be irrevocable and shall be effective only if received by the
Administrative Agent (i) in the case of a notice of borrowing of
Dollar-denominated US$ Loans as ABR Loans, not later than 10:00 a.m. New York
Time on the relevant Borrowing Date and (ii) in the case of any other notice,
not later than 11:00 a.m. New York time on the number of Business Days prior to
the date of the relevant termination, reduction, borrowing, conversion and/or
prepayment specified below:



 56
 









 


	
  Notice

  	
   

  	
  Number of

  Business

  Days Prior

  	
   

  
	
  Termination or
  reduction of Commitments

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Borrowing or prepayment
  of ABR Loans

  	
   

  	
  Same Day

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Borrowing or prepayment
  of, conversion of or into, or duration of Interest Period for Dollar-denominated
  Eurocurrency Loans

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Prepayments required
  pursuant to Section 3.02(b) or 3.02(c) for Dollars

  	
   

  	
  1

  	
   

  



 


Each
such notice of termination or reduction shall specify the amount thereof to be
terminated or reduced. Each such notice of borrowing, conversion or prepayment
shall specify the amount and Type of the Loans to be borrowed, converted or
prepaid (subject to Sections 3.02(a) and 5.04 hereof), the date of borrowing,
conversion or prepayment (which shall be a Business Day) and, in the case of
Eurocurrency Loans, the duration of the Interest Period therefor (subject to
the definition of Interest Period). Each such notice of duration of an Interest
Period shall specify the Loans to which such Interest Period is to relate. The
Administrative Agent shall promptly notify the affected Lenders of the contents
of each such notice. In the event that a Borrower fails to select the duration
of any Interest Period for any Eurocurrency Loans within the time period and
otherwise as provided in this Section 5.05, such Loans (if outstanding as
Eurocurrency Loans and denominated in Dollars) will be automatically converted
into ABR Loans on the last day of the then current Interest Period for such
Loans or (if outstanding as ABR Loans) will remain as, or (if not then
outstanding) will be made as, ABR Loans. 
Each Borrower shall give a copy of each notice to be given by it
pursuant to this Section 5.05(a) with respect to Dollar-denominated US$ Loans
or Commitments and Dollar-denominated US$-Canadian Loans or Commitments, to the
Multi-Currency Payment Agent.


(b)                                 Non-Dollar
Denominated US$ Loans, Multi-Currency Loans and Non-Dollar-Denominated
US$-Canadian Loans.  Notices to the
Multi-Currency Payment Agent of terminations or reductions of US$ Commitments,
Multi-Currency Commitments and US$-Canadian Commitments, of borrowings and
prepayments of Non-Dollar Denominated US$ Loans, Multi-Currency Loans and
non-Dollar-denominated US$-Canadian Loans and of the duration of Interest
Periods shall be irrevocable and shall be effective only if received by the
Multi-Currency Payment Agent not later than 11:00 a.m. London time on the
number of Business Days prior to the date of the relevant termination,
reduction, borrowing and/or prepayment specified below:



 57
 









 


	
  Notice

  	
   

  	
  Number of

  Business

  Days Prior

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Termination or
  reduction of Commitments

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Borrowing or prepayment
  of Non-Dollar-denominated US$Loans, Multi-Currency Loans (other than
  Australian Dollar-denominated, New Zealand Dollar-denominated,
  Yen-denominated and Rand-denominated Multi-Currency Loans) and
  non-Dollar-denominated US$-Canadian Loans

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Borrowing of Australian
  Dollar-denominated, New Zealand Dollar-denominated, Yen-denominated and
  Rand-denominated Multi-Currency Loans

  	
   

  	
  4

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Prepayments required
  pursuant to Section 3.02(b)

  	
   

  	
  1

  	
   

  



 


Each
such notice of termination or reduction shall specify the amount thereof to be
terminated or reduced. Each such notice of borrowing or prepayment shall
specify the amount of the Loans to be borrowed or prepaid (subject to Sections
3.02(a) and 5.04 hereof), the date of borrowing or prepayment (which shall be a
Business Day), the duration of the Interest Period therefor (subject to the
definition of Interest Period) and the currency of Loans to be borrowed. Each such
notice of duration of an Interest Period shall specify the Loans to which such
Interest Period is to relate. The Multi-Currency Payment Agent shall promptly
notify the affected Lenders of the contents of each such notice.  Each Borrower shall give a copy of each
notice to be given by it pursuant to this Section 5.05(b) with respect to
non-Dollar-denominated US$-Canadian Loans or Commitments to the Administrative
Agent.


(c)                                  Term
Loans.  Notices to the Administrative
Agent of borrowing, conversions and prepayments of Term Loans and of the
duration of Interest Periods shall be irrevocable and shall be effective only
if received by the Administrative Agent not later than 11:00 a.m. New York time
on the number of Business Days prior to the date of the relevant termination,
reduction, borrowing, conversion and/or prepayment specified below:


	
  Notice

  	
   

  	
  Number of

  Business

  Days Prior

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Borrowing or prepayment
  of ABR Loans

  	
   

  	
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Borrowing or prepayment
  of, conversion of or into, or duration of Interest Period for
  Dollar-denominated Eurocurrency Loans

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Prepayments required
  pursuant to Section 3.02(b) or 3.02(c)

  	
   

  	
  1

  	
   

  



 



 58
 









Each
such notice of termination or reduction shall specify the amount thereof to be
terminated or reduced. Each such notice of borrowing, conversion or prepayment
shall specify the amount and Type of the Loans to be borrowed, converted or
prepaid (subject to Sections 3.02(a) and 5.04 hereof), the date of borrowing,
conversion or prepayment (which shall be a Business Day) and, in the case of Eurocurrency
Loans, the duration of the Interest Period therefor (subject to the definition
of Interest Period). Each such notice of duration of an Interest Period shall
specify the Loans to which such Interest Period is to relate. The
Administrative Agent shall promptly notify the affected Lenders of the contents
of each such notice. In the event that a Borrower fails to select the duration
of any Interest Period for any Eurocurrency Loans within the time period and
otherwise as provided in this Section 5.05, such Loans (if outstanding as
Eurocurrency Loans) will be automatically converted into ABR Loans on the last
day of the then current Interest Period for such Loans or (if outstanding as
ABR Loans) will remain as, or (if not then outstanding) will be made as, ABR
Loans.


5.06.                        Non-Receipt
of Funds by the Administrative Agent. 
Unless the Administrative Agent or the Multi-Currency Payment Agent, as
the case may be, shall have been notified by a US$ Lender, US$-Canadian Lender,
Multi-Currency Lender, Term Lender or the Company (the “Payor”) prior to
the date on which such Lender is to make payment to the Administrative Agent or
the Multi-Currency Payment Agent, as the case may be, of the proceeds of a Loan
to be made by it hereunder or the Company is to make a payment to the
Administrative Agent or the Multi-Currency Payment Agent, as the case may be,
for the account of one or more of the Lenders, as the case may be (such payment
being herein called the “Required Payment”), which notice shall be
effective upon receipt, that the Payor does not intend to make the Required
Payment to the Administrative Agent or the Multi-Currency Payment Agent, as the
case may be, the Administrative Agent or the Multi-Currency Payment Agent, as
the case may be, may assume that the Required Payment has been made and may, in
reliance upon such assumption (but shall not be required to), make the amount
thereof available to the intended recipient on such date and, if the Payor has
not in fact made the Required Payment to the Administrative Agent or the
Multi-Currency Payment Agent, as the case may be, the recipient of such payment
shall, on demand, pay to the Administrative Agent or the Multi-Currency Payment
Agent, as the case may be, the amount made available to it together with interest
thereon in respect of the period commencing on the date such amount was so made
available by the Administrative Agent or the Multi-Currency Payment Agent, as
the case may be, until the date the Administrative Agent or the Multi-Currency
Payment Agent, as the case may be, recovers such amount at a rate per annum
equal to the Federal Funds Effective Rate for such period or, in the case of an
amount payable in a currency other than Dollars, the rate determined by the
Administrative Agent in its discretion of the appropriate rate for interbank
settlements.



 59















5.07.                        Sharing
of Payments; Waiver of Enforcement Without Consent. Etc.


(a)                                  Each
Borrower agrees that, in addition to (and without limitation of) any right of
set-off, banker’s lien or counterclaim a Lender may otherwise have, each
Lender shall be entitled, at its option, to offset balances held by it or its
affiliates for the account of the such Borrower at any of their offices, in
Dollars or in any other currency, against any principal of or interest on any
of such Lender’s Loans or Reimbursement Obligations to such Borrower hereunder,
or any other obligation of such Borrower hereunder, which is not paid when due
(regardless of whether such balances are then due to such Borrower), in which
case it shall promptly notify the Company, the relevant Borrower and the
Administrative Agent (or the Multi-Currency Payment Agent, as the case may be)
thereof, provided that such Lender’s failure to give such notice shall not
affect the validity thereof. Each Borrower agrees, to the fullest extent it may
effectively do so under applicable law, that any Person purchasing a
participation in the Loans to such Borrower made, or other obligations held, by
another Person, whether or not acquired pursuant to the foregoing arrangements,
may exercise all rights of set-off, banker’s lien, counterclaim or
similar rights with respect to such participation as fully as if such Lender
were a direct holder of such Loans or other obligations in the amount of such
participation.


(b)                                 If
a Lender shall obtain payment of any principal of or interest on any Loan made
by it under this Agreement, or on any other obligation then due to such Lender
hereunder, through the exercise of any right of set-off, banker’s lien,
counterclaim or similar right, or otherwise, it shall promptly notify the
Administrative Agent (or the Multi-Currency Payment Agent, as the case may be)
and purchase from the other Lenders participations in the Loans made, or other
obligations held, by the other Lenders in such amounts, and make such other
adjustments from time to time as shall be equitable to the end that all the
Lenders shall share the benefit of such payment (net of any expenses which may
be incurred by such Lender in obtaining or preserving such benefit) pro rata in
accordance with the unpaid principal and interest on the Loans or other
obligations then due to each of them. To such end all the Lenders shall make
appropriate adjustments among themselves (by the resale of participations sold
or otherwise) if such payment is rescinded or must otherwise be restored (including
the payment of interest to the extent that the Lender obligated to return such
funds is obligated to return interest).


(c)                                  Nothing
contained herein shall require any Lender to exercise any right of set-off,
banker’s lien, counterclaim or similar right or shall affect the right of any
Lender to exercise, and retain the benefits of exercising, any such right with
respect to any other indebtedness or obligation of any Borrower.


(d)                                 This
Section 5.07 is for the benefit of the Lenders only and does not constitute a
waiver of any rights against any Borrower or any of their Subsidiaries or
against any property held as security for any obligations hereunder or under
any other Basic Document.


5.08.                        Taxes.


(a)                                  Payments
Free of Taxes.  Any and all payments
by or on account of any obligation of the Company, the Canadian Borrowers, the
Swiss Borrower or any Additional Borrower hereunder shall be made free and
clear of and without reduction or withholding for any Indemnified Taxes or
Other Taxes, provided that if Company, the Canadian Borrowers, the 



 60
 









Swiss
Borrower or any Additional Borrower shall be required by applicable law to
deduct any Indemnified Taxes (including any Other Taxes) from such payments,
then (i) the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section) the Administrative Agent, the Canadian
Administrative Agent, the Multi-Currency Payment Agent, Lender or Issuing Bank,
as the case may be, receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Company, the Canadian Borrowers, the
Swiss Borrower or any Additional Borrower shall make such deductions and (iii)
the Company, the Canadian Borrowers, the Swiss Borrower or any Additional
Borrower shall timely pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.


(b)                                 Payment
of Other Taxes by the Company, the Canadian Borrowers, the Swiss Borrower or
any Additional Borrower.  Without
limiting the provisions of paragraph (a) above, the Company, the Canadian
Borrowers, the Swiss Borrower or any Additional Borrower shall timely pay any
Other Taxes to the relevant Governmental Authority in accordance with applicable
law.


(c)                                  Indemnification
by the Company, the Canadian Borrowers, the Swiss Borrower or any Additional
Borrower.  The Company, the Canadian
Borrowers, the Swiss Borrower or any Additional Borrower shall indemnify the
Administrative Agent, the Canadian Administrative Agent, the Multi-Currency
Payment Agent, each Lender and the Issuing Bank, as the case may be, within 10
days after demand therefor, for the full amount of any Indemnified Taxes or
Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on
or attributable to amounts payable under this Section) paid by the
Administrative Agent, the Canadian Administrative Agent, the Multi-Currency
Payment Agent, such Lender or the Issuing Bank, as the case may be, and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment
or liability delivered to the Company, the Canadian Borrowers, the Swiss
Borrower or any Additional Borrower by a Lender or the Issuing Bank (with a
copy to the Administrative Agent), or by the Administrative Agent, the Canadian
Administrative Agent or the Multi-Currency Payment Agent, as the case may be,
on its own behalf or on behalf of a Lender or the Issuing Bank, shall be
conclusive absent manifest error.


(d)                                 Evidence
of Payments.  As soon as practicable
after any payment of Indemnified Taxes or Other Taxes by the Company, the
Canadian Borrowers, the Swiss Borrower or any Additional Borrower to a
Governmental Authority, the Company, the Canadian Borrowers, the Swiss Borrower
or any Additional Borrower shall deliver to the Administrative Agent, the Canadian
Administrative Agent or the Multi-Currency Payment Agent, as the case may be,
the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment
or other evidence of such payment reasonably satisfactory to the Administrative
Agent, the Canadian Administrative Agent or the Multi-Currency Payment Agent,
as the case may be.


(e)                                  Status
of Lenders.  Any Foreign Lender that
is entitled to an exemption from or reduction of withholding tax under the law
of the jurisdiction in which the Company, the Canadian Borrowers, the Swiss
Borrower or any Additional Borrower is resident for tax 



 61
 









purposes,
or any treaty to which such jurisdiction is a party, with respect to payments
hereunder shall deliver to the Company, the Canadian Borrowers, the Swiss
Borrower or any Additional Borrower (with a copy to the Administrative Agent,
the Canadian Administrative Agent or the Multi-Currency Payment Agent, as the
case may be), at the time or times prescribed by applicable law or reasonably
requested by the Company, the Canadian Borrowers, the Swiss Borrower or any
Additional Borrower or the Administrative Agent, the Canadian Administrative
Agent or the Multi-Currency Payment Agent, as the case may be, such properly
completed and executed documentation prescribed by applicable law as will
permit such payments to be made without withholding or at a reduced rate of
withholding.  In addition, any Lender, if
requested by the Company, the Canadian Borrowers, the Swiss Borrower or any
Additional Borrower or the Administrative Agent, the Canadian Administrative
Agent or the Multi-Currency Payment Agent, as the case may be, shall deliver
such other documentation prescribed by applicable law or reasonably requested
by the Company, the Canadian Borrowers, the Swiss Borrower or any Additional
Borrower or the Administrative Agent, the Canadian Administrative Agent or the
Multi-Currency Payment Agent, as the case may be, as will enable the Company,
the Canadian Borrowers, the Swiss Borrower or any Additional Borrower or the
Administrative Agent, the Canadian Administrative Agent or the Multi-Currency
Payment Agent, as the case may be, to determine whether or not such Lender is
subject to backup withholding or information reporting requirements.


(f)                                    Without
limiting the generality of the foregoing, in the event that the Company, the
Canadian Borrowers, the Swiss Borrower or any Additional Borrower is resident
for tax purposes in the United States of America, any Foreign Lender shall
deliver to the Company, the Canadian Borrowers, the Swiss Borrower or any
Additional Borrower and the Administrative Agent, the Canadian Administrative
Agent or the Multi-Currency Payment Agent, as the case may be, (in such number
of copies as shall be requested by the recipient) on or prior to the date on
which such Foreign Lender becomes a Lender under this Agreement (and from time
to time thereafter upon the request of the Company, the Canadian Borrowers, the
Swiss Borrower or any Additional Borrower or the Administrative Agent, the
Canadian Administrative Agent or the Multi-Currency Payment Agent, as the case
may be, but only if such Foreign Lender is legally entitled to do so),
whichever of the following is applicable:


(i)  duly completed copies of
Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an
income tax treaty to which the United States of America is a party,


(ii)  duly completed copies of
Internal Revenue Service Form W-8ECI,


(iii)  in the case of a Foreign
Lender claiming the benefits of the exemption for portfolio interest under
section 881(c) of the Code, (x) a certificate to the effect that such Foreign
Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the
Code, (B) a “10 percent shareholder” of the Company, the Canadian Borrowers,
the Swiss Borrower or any Additional Borrower within the meaning of section
881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described
in section 881(c)(3)(C) of the Code and (y) duly completed copies of Internal
Revenue Service Form W-8BEN, or



 62
 









(iv)  any other form prescribed
by applicable law as a basis for claiming exemption from or a reduction in
United States Federal withholding tax duly completed together with such
supplementary documentation as may be prescribed by applicable law to permit
the Borrower to determine the withholding or deduction required to be made.


(g)                                 Treatment
of Certain Refunds.  If the
Administrative Agent, the Canadian Administrative Agent or the Multi-Currency
Payment Agent, a Lender or the Issuing Bank determines, in its sole discretion,
that it has received a refund of any Taxes or Other Taxes as to which it has
been indemnified by the Company, the Canadian Borrowers, the Swiss Borrower or
any Additional Borrower or with respect to which the Company, the Canadian
Borrowers, the Swiss Borrower or any Additional Borrower has paid additional
amounts pursuant to this Section, it shall pay to the Company, the Canadian
Borrowers, the Swiss Borrower or any Additional Borrower an amount equal to
such refund (but only to the extent of indemnity payments made, or additional
amounts paid, by the Company, the Canadian Borrowers, the Swiss Borrower or any
Additional Borrower under this Section with respect to the Taxes or Other Taxes
giving rise to such refund), net of all out-of-pocket expenses of the
Administrative Agent, the Canadian Administrative Agent or the Multi-Currency
Payment Agent, such Lender or the Issuing Bank, as the case may be, and without
interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund), provided that the Company, the Canadian
Borrowers, the Swiss Borrower or any Additional Borrower, upon the request of
the Administrative Agent, the Canadian Administrative Agent or the
Multi-Currency Payment Agent, such Lender or the Issuing Bank, as the case may
be, agrees to repay the amount paid over to the Company, the Canadian
Borrowers, the Swiss Borrower or any Additional Borrower (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) to
the Administrative Agent, the Canadian Administrative Agent or the
Multi-Currency Payment Agent, such Lender or the Issuing Bank in the event the
Administrative Agent, the Canadian Administrative Agent or the Multi-Currency
Payment Agent, such Lender or the Issuing Bank is required to repay such refund
to such Governmental Authority.  This
paragraph shall not be construed to require the Administrative Agent, the
Canadian Administrative Agent or the Multi-Currency Payment Agent, any Lender
or the Issuing Bank to make available its tax returns (or any other information
relating to its taxes that it deems confidential) to the Company, the Canadian
Borrowers, the Swiss Borrower or any Additional Borrower or any other
Person.  In the event of any
inconsistency between this Section 5.08 and Section 3.9 of Annex A, Section 3.9
of Annex A shall supercede this Section 5.08.


5.09.                        Judgment
Currency.  If for the purpose of
obtaining judgment in any court it is necessary to convert a sum due from the
Company, the Canadian Borrowers or the Swiss Borrower hereunder in the currency
expressed to be payable herein (the “specified currency”) into another
currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase the specified currency with other such currency at the Administrative
Agent’s New York Office on the Business Day that is on or immediately following
the day on which final judgment is given. 
The obligations of the Company, the Canadian Borrowers or the Swiss
Borrower in respect of any sum due to any Lender, the Administrative Agent, the
Multi-Currency Payment Agent or the Canadian Administrative Agent hereunder
shall, notwithstanding any judgment in a currency other than the specified
currency, be discharged only to the extent that on the Business Day following
receipt 



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by
such Lender, the Administrative Agent, the Multi-Currency Payment Agent or the
Canadian Administrative Agent, as the case may be, of any sum adjudged to be so
due in such other currency such Lender, the Administrative Agent, the
Multi-Currency Payment Agent or the Canadian Administrative Agent as the case
may be, may in accordance with normal banking procedures purchase the specified
currency with such other currency.  If
the amount of the specified currency so purchased is less than the sum
originally due to such Lender, the Administrative Agent, the Multi-Currency
Payment Agent or the Canadian Administrative Agent, as the case may be, in the
specified currency, the Company, the Canadian Borrowers and the Swiss Borrower
agrees, to the fullest extent it may effectively do so, as a separate
obligation and notwithstanding any such judgment, to indemnify such Lender, the
Administrative Agent, the Multi-Currency Payment Agent or the Canadian
Administrative Agent, as the case may be, against such loss, and if the amount of
the specified currency so purchased exceeds the sum originally due to any
Lender, the Administrative Agent the Multi-Currency Payment Agent or the
Canadian Administrative Agent, as the case may be, in the specified currency,
such Lender or the Administrative Agent, or the Multi-Currency Payment Agent,
or the Canadian Administrative Agent, as the case may be, agrees to remit such
excess to the Company, the Canadian Borrowers or the Swiss Borrower.


Section 6  Yield Protection and Illegality.


6.01.                        Additional
Costs.


(a)                                  The
Company shall pay to the Administrative Agent for the account of each Lender
from time to time such amounts as such Lender may determine to be necessary to
compensate it for any costs incurred by such Lender which such Lender
determines are attributable to its making or maintaining of any Eurocurrency
Loans hereunder to the Company or its obligation to make any of such Loans
hereunder to the Company, or any reduction in any amount receivable by such
Lender in respect of any of such Loans or such obligation (such increases in
costs and reductions in amounts receivable being herein called “Additional
Costs”), in each case resulting from any Regulatory Change which:


(i)                                     changes
the basis of taxation of any amounts payable to such Lender under this
Agreement in respect of any of such Loans (other than changes which affect
taxes measured by or imposed on the overall net income of such Lender or of its
Applicable Lending Office by the jurisdiction in which such Lender has its
principal office or such Applicable Lending Office); or


(ii)                                  imposes
or modifies any reserve, special deposit or similar requirements relating to
any extensions of credit or other assets of, or any deposits with or other
liabilities of, such Lender (including any of such Loans or any deposits
referred to in the definition of “Eurocurrency Base Rate” in Section 1.01
hereof); or


(iii)                               imposes
any other condition affecting this Agreement (or any of such extensions of
credit or liabilities).



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Each
Lender will notify the Company through the Administrative Agent of any event
occurring after the date of this Agreement which will entitle such Lender to
compensation pursuant to this Section 6.01(a) (an “Additional Cost Event”)
as promptly as practicable after it obtains knowledge thereof and determines to
request such compensation, and (if so requested by the Company through the
Administrative Agent) will designate a different Applicable Lending Office for
the Eurocurrency Loans of such Lender if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in the sole
opinion of such Lender, be disadvantageous to such Lender (provided that such
Lender shall have no obligation to so designate an Applicable Lending Office
located in the United States of America) provided, that the Company
shall not be obligated to compensate such Lender for any such Additional Costs
incurred more than 180 days prior to the time the Lender first notifies the
Company of such Additional Cost Event. 
Each Lender will furnish the Company with a statement setting forth the
calculations and the basis therefor, in each case in reasonable detail, and
amount of each request by such Lender for compensation under this Section
6.01(a). If any Lender requests compensation from the Company under this
Section 6.01(a), the Company may, by notice to such Lender through the
Administrative Agent, suspend the obligation of such Lender to make additional
Eurocurrency Loans to the Company until the Regulatory Change giving rise to
such request ceases to be in effect (in which case the provisions of Section
6.04 hereof shall be applicable).


(b)                                 Without
limiting the effect of the foregoing provisions of this Section 6.01, in the
event that, by reason of any Regulatory Change, any Lender either (i) incurs
Additional Costs based on or measured by the excess above a specified level of
the amount of a category of deposits or other liabilities of such Lender which
includes deposits by reference to which the interest rate on Eurocurrency Loans
is determined as provided in this Agreement or a category of extensions of
credit or other assets of such Lender which includes Eurocurrency Loans or (ii)
becomes subject to restrictions on the amount of such a category of liabilities
or assets which it may hold, then, if such Lender so elects by notice to the
Company (with a copy to the Administrative Agent), the obligation of such
Lender to make Eurocurrency Loans hereunder shall be suspended until the date
such Regulatory Change ceases to be in effect (in which case the provisions of
Section 6.04 hereof shall be applicable).


(c)                                  Determinations
and allocations by any Lender for purposes of this Section 6.01 of the effect
of any Regulatory Change on its costs of maintaining its obligations to make
Loans or of making or maintaining Loans or on amounts receivable by it in
respect of Loans, and of the additional amounts required to compensate such
Lender in respect of any Additional Costs, shall be conclusive absent manifest
error, provided that such determinations and allocations are made on a
reasonable basis.


(d)                                 If
any Lender demands compensation under this Section, the Company may, at any
time upon at least three (3) Business Days’ prior notice to such Lender through
the Administrative Agent, convert in full the then outstanding Eurocurrency
Loans of such Lender (in which case the Company shall be obligated, if such
conversion is made on a day that is not the last day of the then current
Interest Period applicable to such affected Eurocurrency Loan, to reimburse
such Lender, in accordance with Section 6.05, for any resulting loss or expense
incurred by it) to an ABR Loan.



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6.02.                        Limitation
on Types of Loans. Anything herein to the contrary notwithstanding, if,
with respect to any Loans that are Eurocurrency Loans:


(a)                                  the
Administrative Agent determines (which determination shall be conclusive) that
quotations of interest rates for the relevant deposits referred to in the
definition of “Eurocurrency Base Rate” in Section 1.01 hereof are not being
provided by the Reference Lenders in the relevant amounts or for the relevant
maturities for purposes of determining the rate of interest for such Loans for
Interest Periods therefor as provided in this Agreement; or


(b)                                 the
Majority Lenders determine (which determination shall be conclusive) and notify
the Administrative Agent that the relevant rates of interest referred to in the
definition of “Eurocurrency Base Rate” in Section 1.01 thereof upon the basis
of which the rates of interest for such Loans are to be determined do not accurately
reflect the cost to such Lenders of making or maintaining such Loans for
Interest Periods therefor;


then
the Administrative Agent shall promptly notify the Company and each Lender
thereof, and so long as such condition remains in effect, the Lenders shall be
under no obligation to make Eurocurrency Loans or to convert ABR Loans into
Eurocurrency Loans and the Company shall, on the last day(s) of the then
current Interest Period(s) for the outstanding Eurocurrency Loans, either
prepay such Loans or convert such Loans into ABR Loans in accordance with
Section 3.02 hereof.


6.03.                        Illegality.  Notwithstanding any other provision of this
Agreement to the contrary, in the event that it becomes unlawful for any Lender
or its Applicable Lending Office to (a) honor its obligation to make
Eurocurrency Loans hereunder, or (b) maintain Eurocurrency Loans hereunder,
then such Lender shall promptly notify the relevant Borrower thereof through
the Administrative Agent and such Lender’s obligation to make Eurocurrency
Loans hereunder shall be suspended until such time as such Lender may again
make and maintain Eurocurrency Loans (in which case the provisions of Section
6.04 hereof shall be applicable).


6.04.                        Substitute
ABR Loans. If the obligation of any Lender to make Eurocurrency Loans shall
be suspended pursuant to Section 6.01, 6.02 or 6.03 hereof, all Loans in
Dollars which would otherwise be made by such Lender as Eurocurrency Loans
shall be made instead as ABR Loans (and, if an event referred to in Section 6.01
(b)or 6.03 hereof has occurred and such Lender so requests by notice to the
Company with a copy to the Administrative Agent, each Dollar-denominated
Eurocurrency Loan of such Lender then outstanding shall be automatically
converted into an ABR Loan on the date specified by such Lender in such notice)
and, to the extent that Eurocurrency Loans are so made as (or converted into)
ABR Loans, all payments of principal which would otherwise be applied to such
Eurocurrency Loans shall be applied instead to such ABR Loans.


6.05.                        Compensation.
The Company shall pay to the Administrative Agent for the account of each
Lender, upon the request of such Lender through the Administrative Agent, such
amount or amounts as shall be sufficient (in the reasonable opinion of such
Lender) to compensate it for any loss, cost or expense incurred by it as a
result of:



 66
 









(a)                                  any
payment, prepayment or conversion (including, without limitation, an automatic
conversion pursuant to Section 10.02 hereof) of a Eurocurrency Loan made by such
Lender to the Company on a date other than the last day of an Interest Period
for such Loan;


(b)                                 any
failure by the Company to borrow a Eurocurrency Loan to be made by such Lender
to the Company on the date for such borrowing specified in the relevant notice
of borrowing under Section 5.05 hereof;


(c)                                  any
failure by the Company to prepay a Eurocurrency Loan on the date specified in a
notice of prepayment; or


(d)                                 any
substitution of a Lender under Section 6.07 hereof on a date other than the
last day of an Interest Period for each Loan of such Lender;


but
excluding, in any event, loss of margin for the period after any such payment,
prepayment or conversion or failure to borrow; provided that such Lender
shall have delivered to the Company a certificate as to the amount of such loss
and expense along with the calculation and the basis therefor, in each case in
reasonable detail.


6.06.                        Capital
Adequacy. If any Lender shall determine that the adoption of any applicable
law, rule, regulation or treaty regarding capital adequacy after the date
hereof, or any change therein after the date hereof, or any change after the
date hereof in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or its Applicable Lending
Office) with any request or directive regarding capital adequacy (whether or
not having the force of law) of any such authority, central bank or comparable
agency, has or would have the effect of reducing the rate of return on capital
of such Lender or any Person controlling such Lender (a “Parent”) as a
consequence of its obligations hereunder to a level below that which such
Lender (or its Parent) could have achieved but for such adoption, change or
compliance (taking into consideration its policies with respect to capital
adequacy) by an amount deemed by such Lender to be material, then from time to
time, within 15 days after demand by such Lender (with a copy to the
Administrative Agent), the Company shall pay to such Lender such additional
amount or amounts as will compensate such Lender for such reduction. A
statement of any Lender claiming compensation under this Section and setting
forth the additional amount or amounts to be paid to it hereunder shall be
conclusive absent manifest error; provided that the determination thereof is
made on a reasonable basis; and provided further that the Company shall not be
obligated to compensate such Lender for any such reduction occurring more than
180 days prior to the time such Lender first notifies the Company of such
adoption, implementation, change or compliance. In determining such amount,
such Lender may use any reasonable averaging and attribution methods.


6.07.                        Substitution
of Lender.  If (i) the obligation of
any Lender to make Eurocurrency Loans or the right of the Company to convert
ABR Loans of any Lender to Eurocurrency Loans has been suspended pursuant to
Section 6.03, (ii) any Lender has demanded compensation under Section 6.01,
6.06 or 6.09, or (iii) any Lender requests reimbursement for amounts owing
pursuant to Section 5.08, the Company shall have the right, with the assistance
of 



 67
 









the
Administrative Agent, to seek a substitute bank or banks (which may be one or
more of the Lenders) satisfactory to Company and the Administrative Agent to
assume the Commitments and Loans of such Lender. Any such Lender shall be
obligated to sell Loans and Commitments for cash without recourse to such
substitute bank or banks and to execute and deliver an appropriately completed
assignment and assumption agreement reasonably satisfactory to the
Administrative Agent and the Company and any other document or perform any act
reasonably necessary to effect the assumption of the rights and obligations of
such substitute bank or banks.


6.08.                        Additional
Costs in Respect of Letters of Credit. Without limiting the obligations of
the Borrowers under Section 6.01 hereof (but without duplication) or Section
3.8 of Annex A hereto, if as a result of any Regulatory Change or any risk-based
capital guideline or other requirement heretofore or hereafter issued by any
government or governmental or supervisory authority implementing at the
national level the Basle Accord there shall be imposed, modified or deemed
applicable any tax, reserve, special deposit, capital adequacy or similar
requirement against or with respect to or measured by reference to Letters of
Credit issued or to be issued hereunder and the result shall be to increase the
cost to any Lender or Lenders of issuing (or purchasing participations in) or
maintaining its obligation hereunder to issue (or purchase participations in)
any Letter of Credit hereunder or reduce any amount receivable by any Lender
hereunder in respect of any Letter of Credit (which increases in cost, or
reductions in amount receivable, shall be the result of such Lender’s or
Lenders’ reasonable allocation of the aggregate of such increases or reductions
resulting from such event), then, upon demand by such Lender or Lenders
(through the Administrative Agent), the relevant Borrower shall pay immediately
to the Administrative Agent for account of such Lender or Lenders, from time to
time as specified by such Lender or Lenders (through the Administrative Agent),
such additional amounts as shall be sufficient to compensate such Lender or
Lenders (through the Administrative Agent) for such increased costs or
reductions in amount. A statement as to such increased costs or reductions in
amount incurred by any such Lender or Lenders, showing calculations and the
basis therefor in reasonable detail, submitted by such Lender or Lenders to the
relevant Borrower, shall be conclusive in the absence of manifest error as to
the amount thereof.


Section 7  Conditions Precedent.


7.01.                        Effective
Date. This Agreement shall become effective on the date (the “Effective
Date”) on which the Administrative Agent shall notify the Company and the
Lenders that it has received (i) the executed counterparts of this Agreement in
form and substance satisfactory to the Administrative Agent signed by the
Company, the Canadian Borrowers, the Swiss Borrower and the Initial Term
Lenders and (ii) the following documents and other evidence, each of which
shall be satisfactory to the Administrative Agent (and to the extent specified
below, to each Lender) in form and substance (provided that this Agreement
shall not become effective unless the Effective Date occurs on or before June
30, 2007):


(a)                                  Corporate
Documents.  Certified copies of the
charter and by-laws (or equivalent documents) of each Obligor and of all
corporate authority for each Obligor (including, without limitation, board of
director resolutions and evidence of the incumbency, including specimen
signatures, of officers) with respect to the execution, delivery and
performance of such of the Basic Documents to which such Obligor is 



 68
 









intended to be a party
and each other document to be delivered by such Obligor from time to time in
connection herewith and the extensions of credit hereunder (and the
Administrative Agent and each Lender may conclusively rely on such certificate
until it receives notice in writing from such Obligor to the contrary).


(b)                                 Officer’s
Certificate.  A certificate, dated
the Effective Date, of a senior officer of the Company to the effect set forth
in the first sentence of Section 7.02 hereof.


(c)                                  Opinions
of Special Counsels to the Obligors. 
(i) An opinion, dated the Effective Date, of Sullivan & Worcester
LLP, special New York counsel to the Obligors, substantially in the form of
Exhibit G-1 hereto and covering such other matters as the Administrative Agent
or any Lender may reasonably request and (ii) an opinion, dated the Effective
Date, of Stewart McKelvey Stirling Scales, special Nova Scotia counsel to the
Canadian Borrowers substantially in the form of Exhibit G-2 hereto and covering
such other matters as the Administrative Agent or any Lender may reasonably
request.


(d)                                 Opinion
of Special New York Counsel to the Administrative Agent. An opinion, dated
the Effective Date, of Simpson Thacher & Bartlett, special New York counsel
to the Administrative Agent, substantially in the form of Exhibit H hereto.


(e)                                  Acknowledgment
and Confirmation of Guarantee or Security Document.  The Acknowledgment and Confirmation of
Guarantee or Security Document, duly executed and delivered by the Company,
each Subsidiary Guarantor, the Canadian Borrowers and the Administrative Agent.


(f)                                    Accrued
Fees. Evidence that all fees (including without limitation commitment fees)
and other costs and expenses under the Credit Agreement (including the Existing
Credit Agreement) accrued to the Effective Date shall have been paid in full.


(g)                                 Costs.  Evidence of payment by the Company, the
Canadian Borrowers or the Swiss Borrower of such fees as the Company, the
Canadian Borrowers or the Swiss Borrower shall have agreed to pay or deliver to
any Lender or the Administrative Agent or the Canadian Administrative Agent in
connection herewith, including, without limitation, the reasonable fees and
expenses of Simpson Thacher & Bartlett LLP, special New York counsel to the
Administrative Agent, and of Fraser Milner Casgrain LLP, special Ontario
counsel to the Canadian Administrative Agent, both in connection with the
negotiation, preparation, execution and delivery of this Agreement and any
Notes and the other Basic Documents and the extensions of credit hereunder (to
the extent that statements for such fees and expenses have been delivered to
the Company).


(h)                                 Other
Documents. Such other documents as the Administrative Agent or any Lender
or special New York counsel to the Administrative Agent may reasonably request.


(i)                                     Designation
of Indebtedness as “Senior Debt” or “Senior Indebtedness” under the Senior
Subordinated Debt Documents. Evidence that the Indebtedness of the Company
hereunder and under the Guarantees of such Indebtedness by the Subsidiaries of
the Company under the Subsidiary Guaranty, or, in the case of the Canadian 



 69
 









Borrowers or the Swiss
Borrower, Guarantees of such Canadian Borrowers’ or the Swiss Borrower’s
Indebtedness hereunder by the Company under the Company Guaranty, has been
designated as “Senior Debt” or “Senior Indebtedness”, as the case may be (and,
accordingly, “Designated Senior Debt” or “Designated Senior Indebtedness”, as
the case may be) under the Senior Subordinated Debt Indentures and the other
Senior Subordinated Debt Documents.


(j)                                     Prepayment
of Term Loans and Termination of Existing Revolving Commitments.  Evidence that the loans under the Existing
Credit Agreement have been paid in full and the commitments thereunder have
been terminated.


(k)                                  Termination
of IME Credit Agreement.  The Company
shall have made arrangements reasonably satisfactory to the Administrative
Agent to pay in full the loans under the IME Credit Agreement and terminate the
commitments thereunder, all within 15 Business Days after the Effective Date.


(l)                                     Financial
Statements.  The Lenders shall have
received (i) audited consolidated financial statements of the Company and its
Subsidiaries referred to Sections 8.02(a) and (b) and (ii) the most recently
published unaudited interim consolidated financial statements of the Company
and its Subsidiaries for each fiscal quarterly period ended subsequent to the
date of the latest applicable financial statements delivered pursuant to clause
(i) of this paragraph, and such financial statements shall be reasonably
satisfactory to the Administrative Agent.


(m)                               Approvals.  All material governmental and third party
approvals necessary in connection with the transactions contemplated hereby
shall have been obtained and be in full force and effect, and all applicable
waiting periods shall have expired without any action being taken or threatened
by any competent authority which would restrain, prevent or otherwise impose
adverse conditions on the financing contemplated hereby.


7.02.                        Initial
and Subsequent Loans. The obligation of each Lender to make any Loan to be
made by it hereunder, and the obligation of the Issuing Bank to issue any
Letter of Credit hereunder, is subject to the conditions precedent that, as of
the date of such Loan or such issuance, and before and after giving effect
thereto:


(a)                                  no
Default shall have occurred and be continuing;


(b)                                 the
representations and warranties made by each of the Company, the Canadian Borrowers,
the Swiss Borrower and the Subsidiary Guarantors in each Basic Document to
which it is a party shall be true on and as of the date of the making of such
Loan or such issuance, with the same force and effect as if made on and as of
such date; provided that the representations and warranties set forth in
Section 8.10 hereof need be true only as of the Effective Date (except to the
extent such representations and warranties relate to an earlier date, in which
event they shall be true on and as of such earlier date); and


(c)                                  the
borrowing of such Loan by the Company, the Canadian Borrowers or the Swiss
Borrower hereunder or the issuance of such Letter of Credit, as the case may 



 70
 









be, and the related
incurrence of obligations by the Company, the Canadian Borrowers or the Swiss
Borrower does not violate the provisions of any Senior Subordinated Debt
Indenture or any other Senior Subordinated Debt Document.


Each
notice of borrowing by the Company, the Canadian Borrowers and the Swiss
Borrower hereunder shall constitute a certification by the Company, the
Canadian Borrowers or the Swiss Borrower to the effect set forth in the
preceding sentence (both as of the date of such notice and, unless the Company,
the Canadian Borrowers or the Swiss Borrower otherwise notifies the
Administrative Agent prior to the date of such borrowing or issuance, as of the
date of such borrowing or issuance).


Section 8  Representations and Warranties. The Company
represents and warrants to the Lenders and the Administrative Agent, as of the
Effective Date and on the date of each Loan and of the issuance of each Letter
of Credit, as follows:


8.01.                        Corporate
Existence. Each of the Company and its Subsidiaries: (a) is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
formation; (b) has all requisite power, and has all governmental licenses,
authorizations, consents, permits and approvals (including any license,
authorization, consent, permit and approval required under any Environmental
Law) necessary to own its assets and carry on its business as now being or as
proposed to be conducted (except such licenses, authorizations, consents and
approvals the lack of which, in the aggregate, will not have a Material Adverse
Effect); and (c) is qualified to do business in all jurisdictions in which the
nature of the business conducted by it makes such qualification necessary and
where failure so to qualify would have a Material Adverse Effect.


8.02.                        Information.


(a)                                  The
Company has heretofore furnished to each of the Lenders the consolidated
balance sheets of the Company and its Subsidiaries as at December 31, 2004,
December 31, 2005 and December 31, 2006 and the related consolidated statements
of income, retained earnings and cash flows of the Company and its
Subsidiaries, respectively, for the fiscal years ended on said dates, with the
opinion thereon of the independent public accountants referred to therein.  All such financial statements are complete
and correct and fairly present the consolidated financial condition of the
Company and its Subsidiaries as at said dates and the consolidated results of
their operations for the fiscal years ended on said dates, all in accordance
with generally accepted accounting principles and practices applied on a consistent
basis.


(b)                                 The
Company has disclosed to the Lenders in writing any and all facts (other than
general economic conditions) which materially and adversely affect or may
materially and adversely affect (to the extent it can reasonably foresee) the
business, assets, property, condition (financial or otherwise) or prospects of
the Company and its Subsidiaries taken as a whole, or the ability of the
Company, the Canadian Borrowers, the Swiss Borrower or any of the Subsidiary
Guarantors to perform its obligations under each Basic Document to which it is
a party. The information, reports, financial statements, exhibits and schedules
furnished in writing by or on behalf of the Obligors to the Administrative
Agent or any Lender in connection with the negotiation, preparation or delivery
of this Agreement and the other Basic Documents or 



 71
 









included
herein or therein or delivered pursuant hereto or thereto, when taken as a
whole do not contain any untrue statement of material fact or omit to state any
material fact necessary to make the statements herein or therein, in light of
the circumstances under which they were made, not misleading; provided,
that with respect to any such information, report, financial statement, exhibit
or schedule to the extent that it was based upon or constitutes a forecast or
projection, the Company represents only that it acted in good faith and
utilized reasonable assumptions and due care in the preparation of such
information, report, financial statement, exhibit or schedule. All written
information furnished after the date hereof by the Company and its Subsidiaries
to the Administrative Agent and the Lenders and required in connection with
this Agreement and the other Basic Documents and the transactions contemplated
hereby and thereby will be true, complete and accurate in every material
respect, or (in the case of projections) based on reasonable estimates, on the
date as of which such information is stated or certified.


(c)                                  Since
December 31, 2006, there has been no material adverse change in the business,
assets, property, condition (financial or otherwise) or prospects of the
Company and its Subsidiaries taken as a whole or, to the knowledge of the
Company, in the ability of the Company, the Canadian Borrowers, the Swiss
Borrower or any of the Subsidiary Guarantors to perform its obligations under
each Basic Document to which it is a party.


8.03.                        Litigation.
There are no legal or arbitral proceedings or any proceedings by or before any
Governmental Authority or agency, now pending or, to the knowledge of the
Company, threatened against or affecting the Company or any of its Subsidiaries
in which there is a reasonable possibility of an adverse decision which could
have a Material Adverse Effect or, to the knowledge of the Company, which could
have a material adverse effect on the ability of the Company, the Canadian
Borrowers, the Swiss Borrower or any of the Subsidiary Guarantors to perform
its obligations under each Basic Document to which it is a party.


8.04.                        No
Breach.  None of the execution and
delivery of the Basic Documents, the consummation of the transactions therein
contemplated or compliance with the terms and provisions thereof will conflict
with or result in a breach of, or require any consent under, the certificate of
incorporation, LLC operating agreement or partnership agreements, or by-laws
of the Company or any of its Subsidiaries, or any applicable law or regulation,
or any order, writ, injunction or decree of any court or Governmental
Authority, or any Basic Document, any other material agreement or instrument to
which the Company or any of its Subsidiaries is a party or by which it is bound
or to which it is subject, or constitute a default under any such lease,
agreement or instrument, or (except for the Liens created pursuant to, or
permitted by, this Agreement and the Security Documents) result in the creation
or imposition of any Lien upon any of the revenues or assets of the Company or
any of its Subsidiaries pursuant to the terms of any such agreement or instrument.


8.05.                        Corporate
Action.  Each of the Company, the
Canadian Borrowers, the Swiss Borrower and the Subsidiary Guarantors has all
necessary corporate or limited liability company power and authority to
execute, deliver and perform its obligations under the Basic Documents to which
it is a party; the execution, delivery and performance by the Company, the
Canadian Borrowers, the Swiss Borrower and the Subsidiary Guarantors of the
Basic Documents to which they are parties have been duly authorized by all necessary
corporate or limited liability company action; and this Agreement has been duly
and validly executed and delivered by each 



 72
 









of the
Company and the Canadian Borrowers, the Swiss Borrower and constitutes its
legal, valid and binding obligation and each of the other Basic Documents to
which the Company, the Canadian Borrowers, the Swiss Borrower or any of the
Subsidiary Guarantors is to be a party constitute its legal, valid and binding
obligation, in each case enforceable in accordance with its terms, except as
the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization or moratorium or other similar laws relating to the enforcement
of creditors’ rights generally and by general equitable principles.


8.06.                        Approvals.
Each of the Company, the Canadian Borrowers, the Swiss Borrower and the
Subsidiary Guarantors has obtained all authorizations, approvals and consents
of, and has made all filings and registrations with, any governmental or
regulatory authority or agency necessary for the execution, delivery or
performance by it of any Basic Document to which it is a party, or for the
validity or enforceability thereof, except for filings and recordings of the
Liens created pursuant to, or permitted by, the Security Documents.


8.07.                        Regulations
U and X. None of the Company or any of its Subsidiaries is engaged
principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying margin stock (within
the meaning of Regulation U or X of the Board of Governors of the Federal
Reserve System) and no part of the proceeds of any Loan hereunder will be used
to purchase or carry any such margin stock.


8.08.                        ERISA
and the Canadian Pension Plans.


(a)                                  The
Company and each member of the Controlled Group have fulfilled their
obligations under the minimum funding standards of ERISA and the Code with
respect to each Plan and are in compliance in all material respects with the
presently applicable provisions of ERISA and the Code, and have not incurred
any liability to the PBGC or a Plan under Title IV of ERISA (other than to make
contributions or premium payments in the ordinary course).


(b)                                 Each
Canadian Pension Plan is in substantial compliance with all applicable pension
benefits and tax laws; no Canadian Pension Plan has any unfunded liabilities
(either on a “going concern” or on a “winding up” basis and determined in
accordance with all applicable laws and using assumptions and methods that are
appropriate in the circumstances and in accordance with generally accepted
actuarial principles and practices in Canada), all contributions (including any
special payments to amortize any unfunded liabilities) required to be made in
accordance with all applicable laws and the terms of each Canadian Pension Plan
have been made.


8.09.                        Taxes.  Each of the Company and its Subsidiaries has
filed all United States Federal income tax returns and all other material tax
returns which are required to be filed by it and has paid all taxes due
pursuant to such returns or pursuant to any assessment received by it, except
to the extent the same may be contested as permitted by Section 9.02 hereof.
The charges, accruals and reserves on the books of such Persons in respect of
taxes and other governmental charges are, in the opinion of the Company,
adequate.



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8.10.                        Subsidiaries;
Agreements; Etc.


(a)                                  Schedule
II hereto is a complete and correct list on the Effective Date hereof of all
Subsidiaries of the Company and of all equity Investments held by the Company
or any of its Subsidiaries in any joint venture or other Person. Except for the
Liens created by the Security Documents and except as otherwise provided on
Schedule III hereof, on the Effective Date, the Company owns, free and clear of
Liens, except for Liens permitted hereunder, all outstanding shares of such
Subsidiaries and all such shares are validly issued, fully paid and non-assessable
and the Company (or the respective Subsidiary of the Company) also owns, free
and clear of Liens, all such Investments.


(b)                                 None
of the Subsidiaries of the Company (other than the Excluded Subsidiaries) is,
on the date hereof, subject to any indenture, agreement, instrument or other
arrangement of the type described in Section 9.21(d) hereof (other than the
Senior Subordinated Debt Indentures).


8.11.                        Investment
Company Act.  None of the Company or
its Subsidiaries is an investment company within the meaning of the Investment
Company Act of 1940, as amended, or, directly or indirectly, controlled by or
acting on behalf of any Person which is an investment company, within the
meaning of said Act.


8.12.                        Reserved


8.13.                        Ownership
and Use of Properties.  Each of the
Company and its Subsidiaries will at all times have legal title to or ownership
of, or the right to use pursuant to enforceable and valid agreements or
arrangements, all tangible property, both real and personal, and all
franchises, licenses, copyrights, patents and know-how which are material
to the operation of its business as proposed to be conducted.


8.14.                        Environmental
Compliance.


(i)  No notice, notification,
demand, request for information, citation, summons, complaint or order has been
issued, no complaint has been filed, no penalty has been assessed and no
investigation or review is pending or, to the Company’s knowledge, threatened
by any governmental or other entity with respect to any (A) alleged violation
by the Company or any Subsidiary of any Environmental Law, (B) alleged failure
by the Company or any Subsidiary to have any environmental permit, certificate,
license, approval, registration or authorization required in connection with
the conduct of its business or (C) generation, treatment, storage, recycling,
transportation or disposal or Release (each a “Regulated Activity”) of any
Hazardous Substances except for such as would not have a Material Adverse
Effect; (ii) neither the Company nor any Subsidiary has engaged in any
Regulated Activity other than as a generator (as such term is used in RCRA) in
compliance with all applicable Environmental Laws; and (iii)  neither the Company nor any Subsidiary has
assumed from any third party, or indemnified any third party for, any
Environmental Liability, except for Environmental Liabilities of the Company
and its Subsidiaries (without duplication) that relate to or result from any
matter referred to in this clause which do not exceed in the aggregate, at any
time, $10,000,000.


8.15.                        Solvency.  At the Effective Date and after giving effect
to the consummation of the transactions contemplated by this Agreement, the
Company will (i) have 



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capital,
cash flows and sources of working capital financing sufficient to carry on its
business and transactions and all business and transactions in which it is
about to engage, (ii) be able to pay its debts as they mature, and (iii) have
assets (tangible and intangible) whose fair salable value exceeds its total
liabilities (including contingent, subordinated, unmatured and unliquidated
liabilities).


8.16.                        Senior
Debt.  The Indebtedness of the
Company to the Lenders hereunder and under the Company Guaranty and the
Guarantees of such Indebtedness by the Subsidiaries of the Company under the
Subsidiary Guaranty constitute “Senior Debt” (or similar debt) and, to the
extent applicable and after giving effect to appropriate notices to be
delivered on the Effective Date, “Designated Senior Debt”, under and as defined
in, and for all purposes of, Indebtedness of the Company under, and the
Guarantees of such Indebtedness by the Subsidiaries of the Company, under the
Senior Subordinated Debt Indentures and the other Senior Subordinated Debt
Documents.


Section 9  Covenants. 
The Company agrees that, so long as any of the Commitments are in effect
and until payment in full of all Loans hereunder, all interest thereon and all
other amounts payable hereunder, unless the Majority Lenders shall agree
otherwise pursuant to Section 12.05 hereof:


9.01.                        Financial
Statements and Other Information. 
The Company shall deliver:


(a)                                  to
the Administrative Agent (and the Administrative Agent will deliver such
materials to each Lender), as soon as available and in any event within 105
days after the end of each fiscal year of the Company, consolidated statements
of income, retained earnings and cash flow of the Company and its Subsidiaries
for such year and the related consolidated balance sheet as at the end of such
year, setting forth in each case in comparative form the corresponding figures
for the preceding fiscal year, and accompanied by an opinion thereon (without
qualification arising out of the scope of audit) of Deloitte & Touche LLP
or other independent certified public accountants of recognized national
standing, which opinion shall state that said consolidated financial statements
fairly present the consolidated financial condition and results of operations
of the Company and its Subsidiaries as at the end of, and for, such fiscal
year, and stating (or indicating in a footnote to such financial statements)
that, in making the examination necessary for their above-described opinion
(but without any special or additional procedures for that purpose), they
obtained no knowledge, except as specifically stated, of any Default;


(b)                                 to
the Administrative Agent (and the Administrative Agent will deliver such
materials to each Lender), as soon as available and in any event within 60 days
after the end of each of the first three fiscal quarters of each fiscal year of
the Company consolidated statements of income, retained earnings and cash flow
of the Company and its Subsidiaries for such fiscal quarter and for the portion
of the fiscal year ended at the end of such fiscal quarter, and the related
consolidated balance sheet as at the end of such fiscal quarter, and
accompanied, in each case, by a certificate of the chief financial officer or
vice president-treasurer of the Company which certificate shall state that said
consolidated financial statements fairly present the consolidated financial
condition and 



 75
 









results of operations of
the Company in accordance with GAAP (except for the absence of footnotes)
consistently applied as at the end of, and for, such fiscal quarter (subject to
normal year-end audit adjustments);


(c)                                  to
the Administrative Agent (and the Administrative Agent will deliver such
materials to each Lender that has requested the same), within 60 days after the
beginning of each fiscal year of the Company, a copy of the consolidated
operating budget, such budget to be accompanied by a certificate of the chief
financial officer or vice president-treasurer of the Company specifying the
assumptions on which such budget was prepared, stating that such officer has no
reason to question the reasonableness of any material assumptions on which such
budget was prepared and providing such other details as the Administrative
Agent may reasonably request;


(d)                                 to
the Administrative Agent (and the Administrative Agent will deliver such
materials to each Lender that has requested the same), concurrently with the
delivery of each certificate referred to in the last paragraph hereof, copies
of all financial statements, reports and proxy statements mailed to
shareholders or creditors of the Company since the date of the last certificate
delivered pursuant to the last paragraph hereof;


(e)                                  to
the Administrative Agent (and the Administrative Agent will deliver such
materials to each Lender that has requested the same), concurrently with the
delivery of each certificate referred to in the last paragraph hereof, copies
of all registration statements (other than any registration statements on Form
S-8 or its equivalent) and any reports which the Company shall have filed with
the Securities and Exchange Commission since the date of the last certificate
delivered pursuant to the last paragraph hereof;


(f)                                    to
the Administrative Agent (and the Administrative Agent will deliver such
materials to each Lender), if and when the Company or any member of the
Controlled Group (i) gives or is required to give notice to the PBGC of any “reportable
event” (as defined in Section 4043 of ERISA) with respect to any Plan which
might constitute grounds for a termination of such Plan under Title IV of
ERISA, or knows that the plan administrator of any Plan has given or is
required to give notice of any such reportable event, a copy of the notice of
such reportable event given or required to be given to the PBGC; (ii) receives
notice of complete or partial withdrawal liability under Title IV of ERISA, a
copy of such notice; or (iii) receives notice from the PBGC under Title IV of
ERISA of an intent to terminate or appoint a trustee to administer the Plan, a
copy of such notice;


(g)                                 to
the Administrative Agent (and the Administrative Agent will deliver such
materials to each Lender that has requested the same), promptly following the
delivery thereof to the Company or to the Board of Directors or management of
the Company, a copy of any management letter or similar written report by
independent public accountants with respect to the financial condition,
operations, business or prospects of the Company;



 76
 









(h)                                 to
the Administrative Agent (and the Administrative Agent will deliver such notice
to each Lender), promptly after management of the Company knows or has reason
to know that any Default has occurred and is continuing, a notice of such
Default, describing the same in reasonable detail;


The
Company will furnish to the Administrative Agent (and the Administrative Agent
will deliver such notice to each Lender), at the time it furnishes each set of
financial statements pursuant to paragraph (a) or (b) above, a certificate of
its chief executive officer, chief financial officer or vice
president-treasurer (i) to the effect that, to the best of such Person’s
knowledge after due inquiry, no Default has occurred and is continuing (or, if
any Default has occurred and is continuing, describing the same in reasonable
detail) and (ii) setting forth in reasonable detail the computations necessary
to determine the Applicable Leverage Ratio and to determine whether it was in
compliance with Sections 9.08 through 9.15, 9.17 and 9.19 hereof as of the end
of the respective fiscal quarter or fiscal year.  Any financial statement or other document
required to be delivered pursuant to this Section 9.01 shall be deemed to have
been delivered on the date on which the Company posts such financial statement
or other document on the Intralinks website on the Internet at
www.intralinks.com or becomes available on the EDGAR system or any successor
system of the Securities and Exchange Commission; provided that the
Company shall give prompt notice of any such posting to the Administrative
Agent (who shall then give prompt notice of any such posting to the Lenders).
Notwithstanding the foregoing, the Company shall deliver paper copies of any
financial statement or other document referred to in this Section 9.01 to the
Administrative Agent if the Administrative Agent or any Lender requests the
Company to deliver such paper copies until written notice to cease delivering
such paper copies is given by the Administrative Agent or such Lender as the
case may be.


9.02.                        Taxes
and Claims.  The Company will pay and
discharge, and will cause each of its Subsidiaries to pay and discharge, all
material taxes, assessments and governmental charges or levies imposed upon it
or upon its income or profits, or upon any property belonging to it, prior to
the date on which penalties attach thereto, and all lawful claims which, if
unpaid, might become a Lien upon the property of the Company or such
Subsidiary, provided that neither the Company nor such Subsidiary shall be
required to pay any such tax, assessment, charge, levy or claim the payment of
which is being contested in good faith and by proper proceedings if it
maintains adequate reserves with respect thereto.


9.03.                        Insurance.  The Company will maintain, and will cause
each of its Subsidiaries to maintain, insurance with responsible companies in
such amounts and against such risks as is usually carried by owners of similar
businesses and properties in the same general areas in which the Company and
its Subsidiaries operate, provided that in any event the Company shall maintain
or cause to be maintained:


(1)  Property Insurance — insurance against
loss or damage covering all of the tangible real and personal property and
improvements of the Company and its Subsidiaries, by reason of any Peril (as
defined below), in amounts as shall be reasonable and customary, but in no
event less than the functional replacement cost of all such real and personal
property and improvements. Such policy shall include insurance against loss of
operating income earned from the operation of the business of the Company and
its Subsidiaries, by reason of any Peril affecting the operation thereof, and
insurance against 



 77
 









any other insurable loss
of operating income by reason of any business interruption affecting the
Company to the extent covered by standard business interruption policies in the
States in which the Properties are located.


(2)  Earthquake Insurance — insurance
against loss or damage covering all of the tangible real and personal property
and improvements of the Company and its Subsidiaries, by reason of any
earthquake peril, in amounts as shall be reasonable, customary and commercially
available in the property/casualty insurance markets.


Such
insurance (except the insurance described in paragraph (2) of this Section
9.03) shall be written by financially responsible companies selected by the
Company, having an A.M. Best rating of “A-” or better, or as acceptable to the
Majority Lenders.


For purposes hereof, the term “Peril” shall mean, collectively, (i)
earthquake outside California, (ii) fire, smoke, lightning, flood, windstorm,
hail, explosion, riot and civil commotion, vandalism and malicious mischief and
(iii) all other perils covered by the “all-risk” endorsement then in use in the
States in which the Properties are located.


9.04.                        Maintenance
of Existence; Conduct of Business. 
The Company will preserve and maintain, and will cause each of its
Subsidiaries to preserve and maintain, its legal existence and all of its
rights, privileges and franchises necessary or desirable in the normal conduct
of its business, and will conduct its business in a regular manner; provided
that nothing herein shall prevent (i) the merger and dissolution of any
Subsidiary of the Company into the Company or any Wholly-Owned Subsidiary of
the Company so long as the Company or such Wholly-Owned Subsidiary is the
surviving corporation (and, if such Subsidiary is not an Excluded Subsidiary
prior to such merger or dissolution, the surviving corporation (if not the
Company) is not an Excluded Subsidiary and is a Subsidiary Guarantor) (ii) the
merger of any Subsidiary of the Company (a “Merging Subsidiary”) with
any Person (other than the Company or a Wholly-Owned Subsidiary of the Company)
provided that (A) such merger is permitted under Section 9.12(vi) hereof and
(B) the surviving entity is either (x) a Wholly-Owned Subsidiary (and, if such
Merging Subsidiary is not an Excluded Subsidiary prior to such merger, the
surviving entity is not an Excluded Subsidiary and is a Subsidiary Guarantor),
or (y) an Excluded Subsidiary (provided that such Merging Subsidiary is
an Excluded Subsidiary prior to such merger), (iii) the dissolution of any
Wholly-Owned Subsidiary of the Company or (iv) the abandonment of any right,
privilege or franchise (including any lease) not material in the aggregate to
the business of the Company and its Subsidiaries.


9.05.                        Maintenance
of and Access to Properties.


(a)                                  The
Company will keep, and will cause each of its Subsidiaries to keep, all of its
properties necessary in its business in good working order and condition
(having regard to the condition of such properties at the time such properties
were acquired by the Company or such Subsidiary), ordinary wear and tear
excepted, and will permit representatives of the Lenders to inspect such properties
and, upon reasonable notice and at reasonable times, to examine and make
extracts and copies from the books and records of the Company and any such
Subsidiary.



 78
 









(b)                                 The
Company will, and will cause its Subsidiaries to, do all things necessary to
preserve and keep in full force and effect all trademarks, patents, service
marks, trade names, copyrights, franchises and licenses, and any rights with
respect thereto, which are necessary for and material to the conduct of the
business of the Company and its Subsidiaries taken as a whole.


9.06.                        Compliance
with Applicable Laws. The Company will comply, and will cause each of its
Subsidiaries to comply, with the requirements of all applicable laws, rules,
regulations and orders of any governmental body or regulatory authority
(including, without limitation, ERISA and all Environmental Laws), a breach of
which would have a Material Adverse Effect, except where contested in good
faith and by proper proceedings.


9.07.                        Litigation.  The Company will promptly give to the
Administrative Agent (which shall promptly notify each Lender) notice in
writing of (i) all judgments against it or any of its Subsidiaries (other than
judgments covered by insurance) which in the individual exceed $25,000,000 and
in the aggregate exceed $50,000,000 (excluding unrelated individual judgments
of $50,000) and (ii) all litigation and of all proceedings of which it is aware
before any courts, arbitrators or governmental or regulatory agencies affecting
the Company or any of its Subsidiaries except litigation or proceedings which,
if adversely determined, would not in the reasonable opinion of the Company
have a Material Adverse Effect.


9.08.                        Indebtedness.  The Company will not, and will not permit any
of its Subsidiaries to, create, incur or suffer to exist any Indebtedness
except:


(i)                                  Indebtedness
to the Lenders hereunder;


(ii)                               the
Indebtedness existing on the Effective Date and set forth in Schedule III
hereto (including any extensions, renewals or refunding of such Indebtedness,
so long as the maximum principal amount of such Indebtedness is not increased);


(iii)                            Indebtedness
issued pursuant to the Senior Subordinated Debt Indentures and other
Indebtedness subordinated to the obligations of the Company hereunder to at
least the same extent as the Senior Subordinated Debt, so long as such other
Indebtedness has no scheduled payments of principal prior to the Commitment
Termination Date and after giving effect to such Indebtedness, the Company is
in compliance on a pro  forma basis with Sections 9.09 through
9.11 hereof, as at the last day of the latest fiscal quarter;


(iv)                               so
long as no Default shall have occurred or be continuing hereunder at the time
of such creation or incurrence,


(a)                                  Seller
Indebtedness;


(b)                                 Indebtedness
incurred pursuant to the instruments governing Permitted Mortgage Financings
(A) secured by Existing Physical Facilities (provided, that the
aggregate amount outstanding of all such Indebtedness incurred in respect of
Existing Physical Facilities shall not at any time exceed $150,000,000), or (B)
secured by Physical Facilities acquired by the Company or any of its
Subsidiaries after the Effective Date;



 79
 









(c)                                  Indebtedness
in respect of agreements not to compete;


(d)                                 Capital
Lease Obligations;


(e)                                  Indebtedness
consisting of reimbursement obligations in respect of letters of credit issued
by any bank for the account of the Company or any of its Subsidiaries, the
aggregate amount available to be drawn under which may not exceed $25,000,000
at any time;


(f)                                    Indebtedness
in respect of any Hedging Agreement and any Cash Management Agreement;


(g)                                 Indebtedness
of the Company in an aggregate outstanding principal amount not at any time
exceeding $50,000,000;


(h)                                 any
guaranty by the Company of Indebtedness incurred pursuant to the foregoing
subclauses (b), (c), (d) or (e) by a Subsidiary of the Company;


(i)                                     Acquired
Debt of the Company or any Subsidiary;


(j)                                     Indebtedness
of (A) the Company to any Subsidiary, (B) any Subsidiary to any other
Subsidiary or (C) any Subsidiary to the Company, provided that any
Indebtedness incurred pursuant to the foregoing clause (B) or (C) is permitted
as an Investment by the lender thereof under Section 9.14; and


(k)                                  Indebtedness
of any Excluded Subsidiary to any minority shareholder or partner in such
Excluded Subsidiary;


provided,
that Indebtedness incurred pursuant to the foregoing subclauses (a) and (c) may
be incurred only in connection with Permitted Acquisitions;


(v)                                  so
long as no Default shall have occurred and be continuing hereunder at the time
of such creation or incurrence, Indebtedness created or incurred by any
Excluded Subsidiary (subject to the limitations set forth in Section 9.09
hereof), provided that (A) the aggregate amount of such Indebtedness of
Excluded Subsidiaries (other than IME and its Subsidiaries and the Canadian
Borrowers and other Canadian Subsidiaries) shall not at any time exceed
$150,000,000 and (B) the Company or any Subsidiary (other than any Excluded
Subsidiary) may not Guaranty in excess of $50,000,000 in aggregate principal
amount of the Indebtedness of Excluded Subsidiaries (other than IME and its
Subsidiaries and the Canadian Borrowers and other Canadian Subsidiaries)
outstanding at any time; and


(vi)                           Indebtedness
incurred pursuant to the instruments governing Accounts Receivable Financings (provided,
that the aggregate amount outstanding of all such obligations incurred pursuant
to such Accounts Receivable Financings permitted under this clause (vi) shall
not at any time exceed $500,000,000).



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9.09.                        Consolidated
Leverage Ratio.  The Company will
not, as at the end of any fiscal quarter, permit the ratio, calculated as at
the end of such fiscal quarter for the period of four fiscal quarters then
ended, of (i) the excess of (x) the aggregate outstanding principal amount of
Funded Indebtedness (on a consolidated basis) of the Company and its
Subsidiaries at such date over (y) the aggregate amount of cash and Liquid
Investments of the Company and Subsidiaries at such date to (ii) EBITDA for
such period (the “Consolidated Leverage Ratio”) to exceed 5.50 to 1:


9.10.                        Reserved


9.11.                        Fixed
Charges Coverage Ratio. The Company will not, as at the end of any fiscal
quarter from the Effective Date and all times thereafter, permit the ratio,
calculated as at the end of such fiscal quarter for the period of four fiscal
quarters then ended, of (i) Adjusted EBITDA for such period to (ii) Fixed
Charges for such period to be less than 1.20 to 1.


For purposes of calculating any ratio set forth in this Section, if the
Company elects pursuant to the penultimate sentence of the definition of EBITDA
to include in EBITDA for the period to which such ratio relates the pro  forma
amounts referred to in such sentence, there shall be included in Fixed Charges
for such period, on a pro  forma basis, principal payable and
interest accruing during such period on Indebtedness (and the interest portion
of payments under Capitalized Lease Obligations) assumed or incurred by the
Company and its Subsidiaries (on a consolidated basis) in connection with any
Permitted Acquisition having Acquisition Consideration of more than $500,000
during such period.


9.12.                        Mergers,
Asset Dispositions. Etc.  Except as
expressly permitted by Section 9.04, the Company will not, and will not permit
any of its Subsidiaries to, be a party to any merger or consolidation, or sell,
lease, assign, transfer or otherwise dispose of any assets, or acquire assets
from any Person, except:


(i)                                     dispositions
and acquisitions of inventory in the ordinary course of business;


(ii)                                  dispositions
of worn out or obsolete tools or equipment no longer used or useful in the
business of the Company and its Subsidiaries, provided that no single
disposition of tools or equipment shall have a fair market value (determined in
good faith by the Company at the time of such disposition) in excess of
$15,000,000;


(iii)                               Capital
Expenditures;


(iv)                              acquisitions
of Investments permitted under Section 9.14 hereof, dispositions of Investments
described in clauses (i), (ii) and (iii) of Section 9.14 hereof and
dispositions of other assets; provided, that the Net Cash Proceeds of
the dispositions of such assets shall be subject to the provisions of Section
3.02(c) (including that such Net Cash Proceeds in any fiscal year of more than
10% of Consolidated Net Tangible Assets at the end of the immediately preceding
fiscal year may not be used for a Reinvestment Event and shall cause a
mandatory reduction of the Commitments);



 81
 









(v)                                 subject
to compliance with the provisions of Section 9.21(b) hereof, the sale, lease,
assignment, transfer or other disposition of any assets by the Company or any
Subsidiary of the Company to the Company or any Subsidiary thereof (other than
Excluded Subsidiaries), provided, that (i) if such transfer is of
material assets by the Company or a Subsidiary Guarantor, the recipient of such
transfer shall also be the Company or a Subsidiary Guarantor and (ii) any
Excluded Subsidiary may transfer assets to the Company or any other Subsidiary
(including any Excluded Subsidiary); and


(vi)                              so
long as no Default shall have occurred and be continuing hereunder at the time
of such Acquisition or transaction, Permitted Acquisitions and related
Additional Expenditures and any other transaction expressly permitted by
Section 9.14 hereof; provided, that any such Permitted Acquisition is an
acquisition of another business operating principally in the United States of
America.


(vii)                           dispositions
of accounts receivable and related general intangibles, and related lockbox and
other collection accounts records and/or proceeds pursuant to the instruments
governing an Accounts Receivable Financing permitted by Section 9.08 hereof.


For purposes of this Section 9.12, “Permitted Acquisition” shall
mean any Acquisition complying with the following:


(a)                                  Compliance
With Financial Covenants. After giving effect to each such acquisition and
any related incurrence of Indebtedness, the Company is in compliance on a pro
forma basis with Sections 9.09 through 9.11 hereof as at the last day of
the latest fiscal quarter.


(b)                                 Lines
of Business. Etc.  Each such
Acquisition shall not be “hostile” and shall be of assets relating to the
information protection and storage services business or activities related
thereto (or of 100% of the stock or other equity interests of Persons whose
assets consist substantially of such assets) or through the merger of such a
Person with a Subsidiary of the Company, which merger shall company with
Section 9.04(ii) hereof.


9.13.                        Liens.
The Company will not, and will not permit any of its Subsidiaries to, create or
suffer to exist any Lien upon any property or assets, now owned or hereafter
acquired, securing any Indebtedness or other obligation, except: (i) the Liens
created pursuant to the Security Documents; (ii) the Liens existing on the
Effective Date set forth in Schedule III and Liens arising out of the
refinancing, extension, renewal or refunding of any Indebtedness secured by any
Lien set forth on Schedule III, provided that the principal amount of
such Indebtedness is not increased and is not secured by any additional assets;
(iii) (A) Liens contemplated by clauses (b), (d), (e) and (g) of Section
9.08(iv); and (B) Liens securing Acquired Debt, provided that such Liens cover
only those assets that were covered by such Liens prior to the relevant
acquisition; (iv) attachment, judgment or other similar Liens arising in
connection with litigation or other legal proceedings, provided that
either (A) the claims in respect of such Liens are fully 



 82
 









covered
by insurance or (B) the execution or other enforcement of such Liens is
effectively stayed and the claims secured thereby are in an amount not to
exceed $10,000,000 in the aggregate and are being contested in good faith by
appropriate proceedings diligently prosecuted; (v) Liens on properties or
assets of an Excluded Subsidiary securing Indebtedness of such Excluded
Subsidiary permitted hereunder; (vi) other Liens arising in the ordinary course
of the business of the Company or such Subsidiary which are not incurred in
connection with the borrowing of money or the obtaining of advances or credit
and which do not materially detract from the value of its property or assets or
materially impair the use thereof in the operation of its business; (vii)
[Intentionally Omitted]; and (viii) Liens under the instruments governing (A)
an Accounts Receivable Financing or (B) a Permitted Mortgage Financing
permitted by Section 9.08 hereof.


9.14.                        Investments.  The Company will not, and will not permit any
of its Subsidiaries to, directly or indirectly, make or permit to remain
outstanding any advances, loans or other extensions of credit or capital
contributions (other than prepaid expenses in the ordinary course of business)
to (by means of transfers of property or assets or otherwise), or purchase or
own any stocks, bonds, notes, debentures or other securities of, any Person
(all such transactions being herein called “Investments”), except:


(i)                                     operating
deposit accounts with any bank or financial institution;


(ii)                                  Liquid
Investments (including Liquid Investments in the name and under the control of
the Administrative Agent (or a collateral sub-agent for the Administrative
Agent) as contemplated by the Security Documents);


(iii)                               subject
to Section 9.16 hereof, Investments in accounts and chattel paper as defined in
the Uniform Commercial Code and notes receivable acquired in the ordinary
course of business as presently conducted;


(iv)                              Investments
in an insurer required as a condition to the provision by such insurer of
insurance coverage contemplated by Section 9.03;


(v)                                 (w)
equity Investments in Wholly-Owned Subsidiaries of the Company; (x) additional
equity Investments in Subsidiaries of the Company (other than Wholly-Owned
Subsidiaries) with the prior written consent of the Majority Lenders and (y)
Investments in the form of loans, advances or other obligations owed by any
Wholly-Owned Subsidiary to the Company, and Investments in the form of loans,
advances or other obligations owed by the Company to any Wholly-Owned
Subsidiary; provided that the aggregate amount of Investments by the
Company permitted by subclauses (w) or (y) of this clause (v) in any Subsidiary
of the Company that is a mortgagor under any Permitted Mortgage shall not
exceed, in the aggregate for all such Subsidiaries, $50,000,000 at any one time
outstanding.


(vi)                              Investments
consisting of loans or advances to officers and directors of the Company and
its Subsidiaries in an amount not to exceed $2,000,000 in the aggregate and
loans or advances made to employees of the 



 83
 









Company to permit such employees to exercise options
to purchase Capital Stock of the Company;


(vii)                           (x)
Investments in Persons that are not Subsidiaries of the Company and (y)
Investments in Subsidiaries of the Company (to the extent such Investments are
not permitted under clause (v) of this Section 9.14); provided that the
aggregate outstanding amount of Investments made after the Effective Date
pursuant to this clause (vii) shall not at any time exceed $100,000,000;


(viii)                        Investments
consisting of (a) Permitted Acquisitions in accordance with Section 9.12 hereof
and (b) any acquisition (by purchase of shares, merger or otherwise) by any
Excluded Subsidiary of (x) a majority of the shares of Capital Stock of any
Person principally engaged in the same line or lines of business as the Company
and its Subsidiaries or (y) assets principally related to the information
protection and storage services business or related activities; provided,
that any acquisition under this clause shall not be “hostile”;


(ix)                                subject
to Section 9.16 hereof and on terms and pursuant to documentation in all
respects reasonably satisfactory to the Administrative Agent, Investments in
Affiliates of the Company (which are not Wholly-Owned Subsidiaries of the
Company) to facilitate the construction or acquisition of records management
facilities including, without limitation, the acquisition of real estate for
development purposes;


(x)                                   subordinated
Guarantees of Senior Subordinated Debt by Subsidiaries of the Company and the
Company pursuant to the Senior Subordinated Debt Documents;


(xi)                                equity
Investments and loans and advances and other extensions of credit to any
Excluded Subsidiary or any other person organized outside of the United States
or principally conducting its business outside of the United States;


(xii)                             Investments
constituted by Hedging Agreements and Cash Management Agreements; and


(xiii)                          Investments
by the Company in a Subsidiary formed pursuant to the instruments governing an
Accounts Receivable Financing permitted by Section 9.08 hereof.


9.15.                        Restricted
Payments.  The Company will not, and
will not permit any of its Subsidiaries to, declare or make any Restricted
Payment, except that the Company may make additional Restricted Payments
constituting the purchase, redemption, retirement or other acquisition of
shares of any class of Capital Stock of the Company (such Restricted Payments, “Stock
Repurchases”) and declare and make dividend payments on any shares of any
class of Capital Stock of the Company (such Restricted Payments, “Dividend
Payments”) subject to the satisfaction of each of the following conditions
on the date of such Stock Repurchase or Dividend Payment and after giving
effect thereto:



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(i)                                     no
Default shall have occurred and be continuing; and


(ii)                                  the
Consolidated Leverage Ratio on the last day of the most recently completed
fiscal quarter of the Company, on a pro  forma basis, after giving
effect to any purchase, redemption or retirement of any Subordinated
Indebtedness consummated on or prior to the date thereof and to any borrowings
to finance the same and the Stock Repurchases and the Dividend Payments, is
less than or equal to 5.0 to 1.


Nothing
herein shall be deemed to prohibit the payment of dividends by any Subsidiary
of the Company to the Company or to any other Subsidiary of the Company.


9.16.                        Transactions
with Affiliates.  Except as otherwise
expressly permitted by this Agreement, the Company will not, and will not
permit any of its Subsidiaries to, directly or indirectly:


(i)                                     make
any Investment in an Affiliate of the Company;


(ii)                                  transfer,
sell, lease, assign or otherwise dispose of any assets to an Affiliate of the
Company;


(iii)                               merge
into or consolidate with or purchase or acquire assets from an Affiliate of the
Company; or


(iv)                              enter
into any other transaction directly or indirectly with or for the benefit of an
Affiliate of the Company (including, without limitation, guarantees and
assumptions of obligations of an Affiliate of the Company);


provided
that (a) any Affiliate who is an individual may serve as a director, officer or
employee of the Company and receive reasonable compensation or indemnification
in connection with his or her services in such capacity; (b) the Company or a
Subsidiary of the Company may enter into any transaction with an Affiliate of
the Company if the monetary or business consideration arising therefrom would
be substantially as advantageous to the Company or such Subsidiary as the
monetary or business consideration which would obtain in a comparable arm’s
length transaction with a Person similarly situated to the Company but not an
Affiliate of the Company; and (c) the Company may make Investments in
Affiliates permitted by Section 9.14(ix) hereof and may create Residual
Assurances for the benefit of an Affiliate permitted by Section 9.23 hereof in
either case in connection with the construction and/or acquisition of records
management facilities to be leased to the Company or a Subsidiary, so long as,
taking such transaction as a whole (giving effect to such Investment or
Residual Assurance, and the lease of such facility to the Company or such
Subsidiary) such Affiliate is not disproportionately benefited.


9.17.                        Subordinated
Indebtedness.  The Company will not,
nor will it permit any of its Subsidiaries to, purchase, redeem, retire or
otherwise acquire for value, or set apart any money for a sinking, defeasance
or other analogous fund for the purchase, redemption, retirement or other
acquisition of, or make any voluntary payment or prepayment of the principal 



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of or
interest on, or any other amount owing in respect of, any Subordinated
Indebtedness, except for:


(i)                                     regularly
scheduled payments or prepayments of principal and interest in respect thereof
required pursuant to the instruments evidencing such Subordinated Indebtedness;


(ii)                                  so
long as no Default has occurred and is continuing, scheduled payments of
principal of and interest on, and expenses and indemnities incurred in
connection with, Seller Indebtedness;


(iii)                               any
voluntary purchase, redemption or retirement of the 1999 Senior Subordinated
Debt; and


(iv)                              any
other purchase, redemption or retirement of Subordinated Indebtedness, so long
as (i) no Default has occurred and is continuing and (ii) either (A) such other
purchase, redemption or retirement is in connection with a refinancing of such
Subordinated Indebtedness with the proceeds of, or in connection with an
exchange of such Subordinated Indebtedness for a new series of, Senior
Subordinated Debt issued within 180 days of the substantial completion of such
purchase, redemption or retirement, or (B) after giving effect to such
purchase, redemption or retirement, the Consolidated Leverage Ratio, on a pro
forma basis, after giving effect to such purchase, redemption or
retirement and any Stock Repurchase and any Dividend Payment consummated on or
prior to the date thereof, and to any borrowings to finance the same, is less
than or equal to 5.0 to 1.


9.18.                        Lines
of Businesses.  Neither the Company
nor any of its Subsidiaries, taken as a whole, shall engage to any substantial
extent in any business activity other than the information protection and
storage services business or activities related or incidental thereto.


9.19.                        Modification
of Other Agreements.  The Company
will not request or consent to any modification, supplement or waiver of any of
the provisions of any instrument or document evidencing or governing
Subordinated Indebtedness (other than any such modification, supplement or
waiver to the Senior Subordinated Debt Indentures necessary or customary to
provide for the issuance of additional Indebtedness thereunder) except on terms
and pursuant to documentation in all respects reasonably satisfactory to the
Administrative Agent.


9.20.                        Reserved


9.21.                        Certain
Obligations Respecting Subsidiaries  (a)  The Company will, and will cause each of its
Subsidiaries to, take such action from time to time as shall be necessary to
ensure that the Company and each of its Subsidiaries at all times owns (i) all
of the issued and outstanding shares of each class of Capital Stock of each of
such Person’s Subsidiaries (other than, in each case, Capital Stock of Excluded
Subsidiaries) and (ii) more than 50% of the issued and outstanding shares of
Capital Stock of each Person acquired pursuant to clause (b) of Section
9.14(viii) hereof. Without limiting the generality of the foregoing, the
Company shall not, and shall not permit any of its Subsidiaries to, sell,
transfer or otherwise dispose of any shares of 



 86
 









stock
in any Subsidiary (other than an Excluded Subsidiary) owned by them, nor permit
any Subsidiary of the Company (other than an Excluded Subsidiary) to issue any
shares of Capital Stock of any class whatsoever to any Person (other than to
the Company or to another Wholly-Owned Subsidiary or pursuant to Section 9.12
hereof). In the event that any such additional shares of Capital Stock shall be
issued by any Subsidiary of the Company, or any Subsidiary shall be acquired,
the Company agrees (so long as the certificates evidencing such shares of stock
are not subject to a lien permitted under Section 9.13(v) hereof, and in any
event subject to clause (c) below) forthwith to deliver to the Administrative
Agent pursuant to the Security Documents the certificates evidencing such
shares of stock, accompanied by undated stock powers executed in blank as well
as, in accordance with the Security Documents, promissory notes and
intercompany notes specified as Collateral as defined in the Security Documents
and shall take such other action as the Administrative Agent shall request to
perfect the security interest created therein pursuant to the Security
Documents.


(b)                                 The
Majority Lenders shall have the right from time to time to require the Company,
pursuant to a written request from the Administrative Agent, to cause such
Subsidiaries of the Company as may be specified in such request (except for any
SPE) to become parties to the Subsidiary Guaranty or to execute and deliver
such other guaranties, in form and substance satisfactory to the Majority
Lenders, guaranteeing payment of the Company’s obligations hereunder. Any such
request shall be made by the Majority Lenders in the good faith and reasonable
exercise of their discretion. Within 30 days after any such request, the
Company shall, and shall cause the appropriate Subsidiaries of the Company to,
(i) execute and deliver to the Administrative Agent such number of copies as
the Administrative Agent may specify of documents creating such guaranties and
(ii) do all other things which may be necessary or which the Administrative
Agent may reasonably request in order to confer upon and confirm to the Lenders
the benefits of such security.


(c)                                  Notwithstanding
anything to the contrary in this Section 9.21:


(I)                                    no Excluded Subsidiary shall be required to
be or become a party to the Subsidiary Guaranty or otherwise Guarantee the
obligations of the Company hereunder;


(II)                                the Company and its Subsidiaries shall not be
required to pledge more than 66% of the aggregate Voting Stock of such Excluded
Subsidiary directly held by the Company or its Domestic Subsidiaries to the
Administrative Agent under the Security Documents; and


(III)                            the Company and its Subsidiaries shall not be
required to pledge the stock of any other Excluded Subsidiary.


(d)                                 The
Company will not permit any of its Subsidiaries (other than Excluded
Subsidiaries or any SPE acting pursuant to the terms of an Accounts Receivable
Financing or Permitted Mortgage Financing permitted by the terms of this
Agreement) to enter into, after the date hereof, any indenture, agreement,
instrument or other arrangement (other than the Senior Subordinated Debt
Documents) that, directly or indirectly, prohibits or restrains, or has the
effect of prohibiting or restraining, or imposes materially adverse conditions
upon, the incurrence or 



 87
 









payment
of Indebtedness, the granting of Liens, the declaration or payment of
dividends, the making of loans, advances or Investments or the sale,
assignment, transfer or other disposition of Property.


9.22.                        Environmental
Matters.  The Company will promptly
give to the Lenders notice in writing of any complaint, order, citation, notice
or other written communication from any Person with respect to, or if the
Company becomes aware after due inquiry of, (i) the existence or alleged
existence of a violation of any applicable Environmental Law or the incurrence
of any liability, obligation, remedial action, loss, damage, cost, expense,
fine, penalty or sanction resulting from any air emission, water discharge,
noise emission, asbestos, Hazardous Substance or any other environmental,
health or safety matter at, upon, under or within any property now or
previously owned, leased, operated or used by the Company or any of its
Subsidiaries or any part thereof, or due to the operations or activities of the
Company, any Subsidiary or any other Person on or in connection with such
property or any part thereof (including receipt by the Company or any
Subsidiary of any notice of the happening of any event involving the Release or
cleanup of any Hazardous Substance), (ii) any Release on such property or any
part thereof in a quantity that is reportable under any applicable
Environmental Law, (iii) the commencement of any cleanup pursuant to or in
accordance with any applicable Environmental Law of any Hazardous Substances on
or about such property or any part thereof and (iv) any pending or threatened
proceeding for the termination, suspension or non-renewal of any permit
required under any applicable Environmental Law, in each of the cases (i),
(ii), (iii) and (iv), which individually or in the aggregate could have a
Material Adverse Effect.


9.23.                        Residual
Assurances.  The Company will not,
and will not permit any of its Subsidiaries to, create, incur or suffer to
exist any Residual Assurances, except that (notwithstanding Sections 9.08 and
9.14) the Company may create a Residual Assurance with respect of the
construction or acquisition of any records management facility by any Affiliate
of the Company so long as (a) the maximum liability of the Company in respect
of such Residual Assurance does not exceed 15% of the fair market value (as
determined in good faith by the Board of Directors of the Company) of the
completed records management facility, and (b) the maximum liability of the
Company in respect of all Residual Assurances does not exceed $3,000,000 in the
aggregate.


9.24.                        Perfection
of Security Interests in Stock of Foreign Subsidiaries.  Within 60 days after the Effective Date, the
Company shall have completed the perfection of security interests in the stock
of Subsidiaries organized in a jurisdiction outside of the United States of
America and listed in Annex 1 to the Company Pledge Agreement, Annex 1 to the
Canadian Borrower Pledge Agreement or Annex 1 to the Subsidiary Pledge
Agreement.


Section
10  Defaults.


10.01.                  Events of
Default.  If one or more of the
following events (herein called “Events of Default”) shall occur and be
continuing:


(a)                                  default
in the payment of any principal of or interest on any Loan, any Reimbursement
Obligation or any other amount payable hereunder when due; or



 88















(b)                                 the
Company or any of its Subsidiaries (other than Excluded Subsidiaries) shall
default in the payment when due of any principal of or interest on any
Indebtedness having an aggregate outstanding principal amount of at least
$25,000,000 (other than the Loans); or any event or condition shall occur which
results in the acceleration of the maturity of any such Indebtedness of the
Company or any of its Subsidiaries (other than Excluded Subsidiaries) or
enables (or, with the giving of notice or lapse of time or both, would enable)
the holder of any such Indebtedness or any Person acting on such holder’s
behalf to accelerate the maturity thereof; or


(c)                                  any
representation or warranty made or deemed made by the Company, the Canadian
Borrowers, the Swiss Borrower or any Subsidiary Guarantor in any Basic
Document, or in any certificate or financial information furnished to any
Lender, the Administrative Agent or the Canadian Administrative Agent pursuant
to the provisions of any Basic Document, shall prove to have been false or
misleading in any material respect as of the time made or furnished; or


(d)                                 (i)
the Company shall default in the performance of any of its obligations under
Sections 9.08 through 9.21 and 9.23 hereof or (ii) the Company, the Canadian
Borrowers, the Swiss Borrower or any Subsidiary Guarantor shall default in the
performance of any of its other obligations in any Basic Document, and such
default described in this subclause (ii) shall continue unremedied for a period
of 25 days after notice thereof to the Company by the Administrative Agent or
the Majority Lenders (through the Administrative Agent); or


(e)                                  the
Company or any of its Subsidiaries (except any De Minimus Excluded Subsidiary)
shall admit in writing its inability to, or be generally unable to, pay its
debts as such debts become due; or


(f)                                    the
Company or any of its Subsidiaries (except any De Minimus Excluded Subsidiary)
shall (i) apply for or consent to the appointment of, or the taking of
possession by, a receiver, custodian, trustee or liquidator of itself or of all
or a substantial part of its property, (ii) make a general assignment for the
benefit of its creditors, (iii) commence a voluntary case under the Bankruptcy
Code, (iv) file a petition seeking to take advantage of any other law relating
to bankruptcy, insolvency, reorganization, or composition or readjustment of
debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce
in writing to, any petition filed against it in an involuntary case under the
Bankruptcy Code, or (vi) take any corporate action for the purpose of effecting
any of the foregoing; or


(g)                                 a
proceeding or case shall be commenced, without the application or consent of
the Company or any of its Subsidiaries (except any De Minimus Excluded Subsidiary)
in any court of competent jurisdiction, seeking (i) its liquidation,
reorganization, dissolution or winding-up, or the composition or readjustment
of its debts, (ii) the appointment of a trustee, receiver, custodian,
liquidator or the like of such Person or of all or any substantial part of its
assets, or (iii) similar relief in respect of such Person under any law
relating to bankruptcy, insolvency, reorganization, winding-up, or composition
or adjustment of debts, and such proceeding or case shall continue 



 89
 









undismissed, or an order, judgment or decree approving
or ordering any of the foregoing shall be entered and continue unstayed and in
effect, for a period of 60 days; or an order for relief against such Person
shall be entered in an involuntary case under the Bankruptcy Code; or


(h)                                 a
final judgment or judgments (other than up to $25,000,000 of judgments as to
which the Company is fully insured and the relevant insurer has agreed to pay
such judgment) by a court or courts (or a final order by an appropriate
Governmental Authority) shall be rendered against the Company or any of its
Subsidiaries (except any De Minimus Excluded Subsidiary) in excess of
$10,000,000 in the aggregate, and the same shall not be discharged (or
provision shall not be made for such discharge), or a stay of execution thereof
shall not be procured, within 30 days from the date of entry thereof, or the
Company or such Subsidiary shall not, within said period of 30 days, or such
longer period during which execution of the same shall have been stayed, appeal
therefrom and cause the execution thereof to be stayed during such appeal; or


(i)                                     the
Company or any member of the Controlled Group shall fail to pay when due an
amount or amounts aggregating in excess of $10,000,000 which it shall have
become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or
notice of intent to terminate a Plan or Plans having aggregate Unfunded
Liabilities in excess of $10,000,000 shall be filed under Title IV of ERISA by
the Company or any member of the Controlled Group, any plan administrator or
any combination of the foregoing; or the PBGC shall institute proceedings under
Title IV of ERISA to terminate or to cause a trustee to be appointed to
administer any such Plan or Plans or a proceeding shall be instituted by a
fiduciary of any such Plan or Plans against the Company or any member of the
Controlled Group to enforce Section 515 or 421 9(c)(5) of ERISA; or a condition
shall exist by reason of which the PBGC would be entitled to obtain a decree
adjudicating that any such Plan or Plans must be terminated; or there shall
occur a complete or partial withdrawal from, or a default, within the meaning
of Section 421 9(c)(5) of ERISA, with respect to, one or more Multiemployer
Plans which could cause the Company or one or more members of the Controlled
Group to incur a current payment obligation in excess of $10,000,000; or


(j)                                     an
Excluded Subsidiary Material Adverse Change or any Change of Control shall
occur; or


(k)                                  (i)
any Security Document or the Company Guaranty or the Subsidiary Guaranty shall
cease, for any reason, to be in full force and effect (other than as provided
therein) or any party thereto (other than the Lenders) shall so assert in
writing; or (ii) any Security Document shall cease to be effective to grant a
Lien on the collateral described therein with the priority purported to be
created thereby.


THEREUPON: the
Administrative Agent may (and, if directed by the Majority Lenders, shall) (a)
declare the Commitments terminated (whereupon the Commitments shall be
terminated) and/or (b) declare the principal amount then outstanding of and the
accrued interest on the Loans, the Reimbursement Obligations, and commitment
fees and all other amounts payable hereunder to be forthwith due and payable,
whereupon such amounts shall be and become immediately due 



 90
 









and
payable, without notice (including, without limitation, notice of intent to
accelerate), presentment, demand, protest or other formalities of any kind, all
of which are hereby expressly waived by the Company, the Canadian Borrowers and
the Swiss Borrower; provided that in the case of the occurrence of an
Event of Default with respect to the Company referred to in clause (f) or (g)
of this Section 10.01, the Commitments shall be automatically terminated and
the principal amount then outstanding of and the accrued interest on the Loans,
the Reimbursement Obligations, and commitment fees and all other amounts
payable hereunder shall be and become automatically and immediately due and payable,
without notice (including, without limitation, notice of intent to accelerate),
presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by the Company, the Canadian Borrowers and the Swiss
Borrower.


In addition,
upon the occurrence and during the continuance of any Event of Default (if the
Administrative Agent has declared the principal amount then outstanding of, and
accrued interest on, the Loans and all other amounts payable by the Company,
the Canadian Borrowers and the Swiss Borrower to be due and payable), the
Company agrees that it shall, if requested by the Administrative Agent or the
Majority Lenders through the Administrative Agent (and, in the case of any
Event of Default referred to in clause (f) or (g) of this Section 10.01 with
respect to the Company, the Canadian Borrowers or the Swiss Borrower,
forthwith, without any demand or the taking of any other action by the
Administrative Agent or such Lenders) provide cover for the Letter of Credit Liabilities
by paying to the Administrative Agent immediately available funds in an amount
equal to the then aggregate undrawn stated amount of all Letters of Credit,
which funds shall be held by the Administrative Agent in the Collateral Account
as collateral security in the first instance for the Letter of Credit
Liabilities.


10.02.                  Ratable
Treatment of Lenders.  In the event
that the Loans and the Reimbursement Obligations shall be declared or become
immediately due and payable on any date (the “Acceleration Date”)
pursuant to Section 10.01 hereof, the Company, the Canadian Borrowers and the
Swiss Borrower and the Revolving Lenders agree that the outstanding Revolving
Loans and Reimbursement Obligations and accrued but unpaid interest thereon not
denominated in Dollars shall be automatically converted to Dollars on the
Acceleration Date at the then applicable Exchange Rate and any Reimbursement
Obligation not denominated in Dollars thereafter arising shall be automatically
converted to Dollars on the date of the drawing giving rise thereto under the
relevant Letter of Credit at the then applicable Exchange Rate.  The Revolving Lenders hereby irrevocably
agree for the benefit of each other (and not for the benefit of the Company,
the Canadian Borrowers, the Swiss Borrower or the other Obligors) that,
effective as of the Acceleration Date, each Revolving Lender shall acquire
participations in each then outstanding Revolving Loan and Letter of Credit
Liability in proportion to the aggregate Revolving Commitments of such
Revolving Lender to the aggregate Revolving Commitments of all the Revolving
Lenders, in each case determined immediately prior to the Acceleration Date
(such Revolving Lender’s “Proportion”). 
On or promptly following the Acceleration Date, the Administrative Agent
shall determine for each Revolving Lender the difference between (a) such
Revolving Lender’s Proportion of the aggregate principal amount of the
outstanding Revolving Loans and Reimbursement Obligations on the Acceleration
Date after giving effect to the automatic conversion to Dollars and (b) the
aggregate principal amount of such Revolving Lender’s actual outstanding
Revolving Loans and Reimbursement Obligations on the Acceleration Date after
giving effect to the automatic conversions to Dollars.  Each Revolving 



 91
 









Lender
whose difference is positive shall make a payment which is equal to such
difference to the Administrative Agent in Dollars in immediately available
funds on a date set by the Administrative Agent promptly following the Acceleration
Date.  The Administrative Agent shall
distribute such payment to the Revolving Lenders whose differences are
negative, with such distribution to be ratable based upon the respective
amounts of such negative differences.  On
each subsequent date on which a Reimbursement Obligation arises by virtue of a
draw on a Letter of Credit, each Revolving Lender shall, promptly after being
notified thereof, make a payment to the Issuing Lender equal to its Proportion
of such Reimbursement Obligation.  To the
extent that any Revolving Lender shall fail to pay any amount required to be
paid pursuant to this Section 10.02 on the due date therefor, such Revolving
Lender shall pay interest to the Administrative Agent for ratable distribution
to the Revolving Lenders or Issuing Lenders entitled thereto on such amount
from and including such due date to but excluding the date such payment is made
at a rate per annum equal to the Federal Funds Effective Rate, provided
that if such Revolving Lender shall fail to make such payment within three
Business Days of such due date, then, retroactively to the due date, such
Revolving Lender shall be obligated to pay interest on such amount at the ABR
Rate.


Section
11  The Administrative Agent.


11.01.                  Appointment
Powers and Immunities.  Each Lender
hereby irrevocably appoints and authorizes the Administrative Agent to act as
its agent hereunder and under the other Basic Documents with such powers as are
specifically delegated to the Administrative Agent by the terms hereof and thereof,
together with such other powers as are reasonably incidental thereto. The
Administrative Agent (which term as used in this Section 11 shall include
reference to its affiliates and its own and its affiliates’ officers,
directors, employees and agents): (a) shall have no duties or responsibilities
except those expressly set forth in this Agreement and the other Basic
Documents, and shall not by reason of this Agreement or any other Basic
Document be a trustee for any Lender; (b) shall not be responsible to the
Lenders for any recitals, statements, representations or warranties contained
in this Agreement or any other Basic Document, or in any certificate or other
document referred to or provided for in, or received by any of them under, this
Agreement or any other Basic Document, or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Basic Document or any other document referred to or provided for
herein or therein or for any failure by the Company, the Canadian Borrowers,
the Swiss Borrower or any of the Subsidiary Guarantors or any other Person to
perform any of its obligations hereunder or thereunder; (c) shall not be
required to initiate or conduct any litigation or collection proceedings hereunder
or under any other Basic Document except to the extent requested by the
Majority Lenders; and (d) shall not be responsible for any action taken or
omitted to be taken by it hereunder or under any other Basic Document or any
other document or instrument referred to or provided for herein or therein or
in connection herewith or therewith, except for its own gross negligence or
willful misconduct. The Administrative Agent may employ agents and
attorneys-in-fact and shall not be responsible for the negligence or misconduct
of any such agents or attorneys-in-fact selected by it with reasonable care.


11.02.                  Reliance by
Administrative Agent.  The
Administrative Agent shall be entitled to rely upon any certification, notice
or other communication (including any thereof by telephone, telex, telegram or
cable) believed by it to be genuine and correct and to have been 



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signed
or sent by or on behalf of the proper Person or Persons, and upon advice and
statements of legal counsel, independent accountants and other experts selected
by the Administrative Agent. As to any matters not expressly provided for by
this Agreement or any other Basic Document, the Administrative Agent shall in
all cases be fully protected in acting, or in refraining from acting, hereunder
and thereunder in accordance with instructions signed by the Majority Lenders
and such instructions of the Majority Lenders and any action taken or failure
to act pursuant thereto shall be binding on all of the Lenders.


11.03.                  Defaults.  The Administrative Agent shall not be deemed
to have knowledge of the occurrence of a Default (other than a Default of the
type specified in Section 10.01(a)) unless the Administrative Agent has
received notice from a Lender or the Company, the Canadian Borrowers or the Swiss
Borrower specifying such Default and stating that such notice is a “Notice of
Default”. In the event that the Administrative Agent receives such a notice of
the occurrence of a Default, the Administrative Agent shall give prompt notice
thereof to the Lenders. The Administrative Agent shall (subject to Section
11.07 hereof) take such action with respect to such Default as shall be
directed by the Majority Lenders, provided that, unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default as it shall deem advisable in
the best interests of the Lenders. The Administrative Agent shall deliver to the
Lenders a copy of any written declaration made pursuant to the second to last
paragraph of Section 10.01 hereof.


11.04.                  Rights as a
Lender.  With respect to its
Commitments and the Loans made by it, the Administrative Agent in its capacity
as a Lender hereunder shall have the same rights and powers hereunder as any
other Lender and may exercise the same as though it were not acting as the
Administrative Agent and the term “Lender” or “Lenders” shall, unless the
context otherwise indicates, include the Administrative Agent in its individual
capacity. The Administrative Agent in its individual capacity may (without
having to account therefor to any Lender) accept deposits from, lend money to
and generally engage in any kind of banking, trust or other business with the
Company, the Canadian Borrowers, the Swiss Borrower and the Subsidiary
Guarantors (and their respective Affiliates) as if it were not acting as the
Administrative Agent, and the Administrative Agent in its individual capacity
may accept fees and other consideration from the Company, the Canadian
Borrowers or the Swiss Borrower (in addition to the agency fees and arrangement
fees heretofore agreed to between the Company, the Canadian Borrowers or the
Swiss Borrower and the Administrative Agent) for services in connection with
this Agreement or otherwise without having to account for the same to the
Lenders.


11.05.                  Indemnification.  The Lenders agree to indemnify the
Administrative Agent (to the extent not reimbursed under Section 12.03 or 12.04
hereof, but without limiting the obligations of the Company under said Sections
12.03 and 12.04), ratably in accordance with the principal amount of their
respective Loans and Reimbursement Obligations outstanding, or if no Loans or
Reimbursement Obligations are outstanding, ratably in accordance with their
respective Revolving Commitments, for any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever which may be imposed on,
incurred by or asserted against the Administrative Agent in any way relating to
or arising out of this Agreement or any other Basic Document or any other
documents 



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contemplated
by or referred to herein or therein or the transactions contemplated hereby or
thereby (including, without limitation, the costs and expenses which the
Company is obligated to pay under Sections 12.03 and 12.04 hereof but
excluding, unless a Default has occurred and is continuing, normal
administrative costs and expenses incident to the performance of its agency
duties hereunder) or the enforcement of any of the terms hereof or thereof or
of any such other documents, provided, that no Lender shall be liable
for any of the foregoing to the extent they arise from the gross negligence or
willful misconduct of the party to be indemnified.


11.06.                   Non-Reliance
on Administrative Agent and Other Lenders. 
Each Lender agrees that it has, independently and without reliance on
the Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own credit analysis of the
Company, the Canadian Borrowers and the Swiss Borrower and decision to enter
into this Agreement and that it will, independently and without reliance upon
the Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
analysis and decisions in taking or not taking action under this Agreement or
any of the other Basic Documents. The Administrative Agent shall not be
required to keep itself informed as to the performance or observance by the
Company, the Canadian Borrowers, the Swiss Borrower and the Subsidiary
Guarantors of this Agreement or any of the other Basic Documents or any other
document referred to or provided for herein or therein or to inspect the
properties or books of the Company, the Canadian Borrowers, the Swiss Borrower
or any of the Subsidiary Guarantors. Except for notices, reports and other documents
and information expressly required to be furnished to the Lenders by the
Administrative Agent hereunder or the other Basic Documents, the Administrative
Agent shall not have any duty or responsibility to provide any Lender with any
credit or other information concerning the affairs, financial condition or
business of the Company, the Canadian Borrowers, the Swiss Borrower or any of
the Subsidiary Guarantors (or any of their affiliates) which may come into the
possession of the Administrative Agent.


11.07.                  Failure to
Act.  Except for action expressly
required of the Administrative Agent hereunder and under the other Basic
Documents, the Administrative Agent shall in all cases be fully justified in
failing or refusing to act hereunder and thereunder unless it shall receive
further assurances to its satisfaction by the Lenders of their indemnification
obligations under Section 11.05 hereof against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action.


11.08.                  Resignation
or Removal of Administrative Agent. 
Subject to the appointment and acceptance of a successor Administrative
Agent as provided below, the Administrative Agent may resign at any time by
giving notice thereof to the Lenders and the Company and the Administrative
Agent may be removed at any time with or without cause by the Majority Lenders.
Upon any such resignation or removal the Majority Lenders shall have the right
to appoint a successor Administrative Agent reasonably acceptable to the
Company (provided that the Company’s consent shall not be required
during the occurrence or continuance of an Event of Default). Upon any such
resignation or removal, the Administrative Agent that resigned or was removed
shall, to the extent that its annual agency fee was paid in advance, pay to the
Company an amount equal to such fee multiplied by a fraction the numerator of
which shall be the number of days remaining on the date of such resignation or
removal until the next anniversary of the Effective Date, and the denominator
of which shall be 365. If no successor 



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Administrative
Agent shall have been so appointed by the Majority Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative
Agent’s giving of notice of resignation or the Majority Lenders’ removal of the
retiring Administrative Agent (the “Notice Date”), then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent reasonably acceptable to the Company. Any successor
Administrative Agent shall be (i) a Lender or (ii) if no Lender has accepted
such appointment within 30 days after the Notice Date, a bank which has an
office in New York, New York with a combined capital and surplus of at least
$250,000,000. Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. After any retiring Administrative Agent’s resignation or removal
hereunder as Administrative Agent, the provisions of this Section 11 shall
continue in effect for its benefit in respect of any actions taken or omitted
to be taken by it while it was acting as the Administrative Agent.


11.09.                  Consents
under Basic Documents.  Without the
prior written consent of the Majority Lenders, the Administrative Agent will
not consent to any modification, supplement or waiver under any of the Basic
Documents or any of the other documents described in Section 9.19 hereof.


11.10.                  Collateral
Sub-Agents.  Each Lender by its
execution and delivery of this Agreement agrees, as contemplated by the
Security Documents, that, in the event it shall hold any Liquid Investments
referred to therein, such Liquid Investments shall be held in the name and
under the control of such Lender and such Lender shall hold such Liquid
Investments as a collateral sub-agent for the Administrative Agent thereunder.


11.11.                  Multi-Currency
Payment Agent and Canadian Administrative Agent.  The Multi-Currency Payment Agent referred to
herein and the Canadian Administrative Agent referred to in Annex A hereto
shall be deemed to be sub-agents of the Administrative Agent for all
purposes of this Agreement and entitled to the benefits of this Section 11.


11.12.                  Additional
Ministerial Powers of the Administrative Agent.  The Administrative Agent is hereby
irrevocably authorized by each of the Lenders to execute any document creating
any Lien and to release any Lien covering any asset of the Company or any of
its Subsidiaries (including, without limitation, any Facilities, accounts receivable
or inventory) that is the subject of a disposition, sale or assignment which is
permitted under this Agreement.


Section
12  Miscellaneous.


12.01.                  Waiver.  No failure on the part of the Administrative
Agent or any Lender to exercise and no delay in exercising, and no course of
dealing with respect to, any right, power or privilege under any Basic Document
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, power or privilege thereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The remedies
provided in the Basic Documents are cumulative and not exclusive of any
remedies provided by law.



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12.02.                  Notices.  All notices and other communications provided
for herein (including, without limitation, any modifications of, or waivers or
consents under, this Agreement) shall be given or made by telecopy or other
writing and telecopied, mailed or delivered to the intended recipient (a) in
the case of the Company, the Canadian Borrowers, the Swiss Borrower, the
Administrative Agent, the Multi-Currency Payment Agent or the Canadian
Administrative Agent at the “Address for Notices” specified below its name on
the signature pages hereof; (b) in the case of any Lender, at its address (or
telecopy number) set forth in its Administrative Questionnaire; or, as to any
party, at such other address as shall be designated by such party in a notice
to the Company, the Canadian Borrowers, the Swiss Borrower and the
Administrative Agent given in accordance with this Section 12.02. Except as
otherwise provided in this Agreement, all such communications shall be deemed
to have been duly given when transmitted by telecopier (and receipt is
electronically confirmed), personally delivered or, in the case of a mailed
notice, upon receipt, in each case given or addressed as aforesaid.


12.03.                  Expenses Etc.  The Company agrees to pay or reimburse each
of the Lenders, the Administrative Agent and the Arrangers for paying: (a) the
reasonable fees and expenses of Simpson Thacher & Bartlett LLP, special
counsel to the Administrative Agent, in connection with (i) the preparation,
execution and delivery of this Agreement (including the Exhibits hereto) and
the Security Documents and the making of the Loans hereunder and (ii) any
modification, supplement or waiver of any of the terms of this Agreement or any
other Basic Document (including, without limitation, the amendment and
restatement evidenced hereby); (b) all reasonable costs and expenses of the
Lenders, the Administrative Agent and the Arrangers (including reasonable
counsels’ fees) in connection with the enforcement of this Agreement or any
other Basic Document or any bankruptcy, insolvency or other proceedings); (c)
all mortgage, intangible, transfer, stamp, documentary or other similar taxes,
assessments or charges levied by any governmental or revenue authority in
respect of this Agreement or any other Basic Document or any other document
referred to herein or therein; and (d) all costs, expenses, taxes, assessments
and other charges incurred in connection with any filing, registration,
recording or perfection of any security interest contemplated by this
Agreement, any Security Document or any document referred to herein or therein.


12.04.                  Indemnification.  The Company shall indemnify the
Administrative Agent, the Arrangers, the Canadian Administrative Agent, the
Lenders and each affiliate thereof and their respective directors, officers,
employees and agents from, and hold each of them harmless against, any and all
losses, liabilities, claims or damages to which any of them may become subject,
insofar as such losses, liabilities, claims or damages arise out of, relate to
or result from any (i) Loan by any Lender hereunder or (ii) breach by the
Company, the Canadian Borrowers or the Swiss Borrower of this Agreement or any
other Basic Document or (iii) any Environmental Liabilities (whether known or
unknown) or (iv) any investigation, litigation or other proceeding (including
any threatened investigation or proceeding) relating to the foregoing, and the
Company shall reimburse the Administrative Agent, the Canadian Administrative
Agent and each Lender, and each affiliate and their respective directors,
officers, employees and agents, upon demand for any reasonable expenses
(including legal fees) incurred in connection with any such investigation or
proceeding; but excluding any such losses, liabilities, claims, damages or
expenses incurred by reason of the gross negligence or willful misconduct of
the Person to be indemnified.



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12.05.                  Amendments.
Etc.  No amendment or waiver of any
provision of this Agreement, nor any consent to any departure by the Company,
the Canadian Borrowers or the Swiss Borrower therefrom, shall in any event be
effective unless the same shall be agreed or consented to by the Majority
Lenders and the Company, and each such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given; provided
that no such change, waiver, discharge or termination shall, without the
consent of each Lender (other than a defaulting Lender) directly affected
thereby, (i) extend the Commitment Termination Date (it being understood that
any waiver of any prepayment of, or the method of application of any prepayment
to the amortization of, Loans shall not constitute any such extension), or
extend the stated maturity of any Letter of Credit beyond the Commitment
Termination Date, or extend the scheduled date of any payment of principal of
any Term Loan, or reduce the rate or extend the time of payment of interest
(other than as a result of waiving the applicability of any post-default
increase in interest rates) or fees, or reduce the principal amount thereof, or
increase any Commitment of any Lender over the amount thereof then in effect
(it being understood that a waiver of any Default or Event of Default or of a
mandatory reduction in the Commitments shall not constitute a change in the
terms of a Commitment of a Lender), (ii) amend, modify or waive any provision
of this Section 12.05, (iii) reduce the percentage specified in, or (except to
give effect to any additional facilities hereunder) otherwise modify, the
definition of Majority Lenders, (iv) release all or substantially all of the
security for the obligations of the Company or any other Borrower under this
Agreement, (v) change the order of any mandatory prepayment provided for in
Section 3.02(b) or (c) hereof without the consent of Term Lenders having at
least 51% of the aggregate principal amount of the Term Loans or (vi) release
all or substantially all of the Subsidiary Guarantors from their obligations
under the Subsidiary Guaranty. Notwithstanding anything in this Section 12.05
to the contrary, no amendment, waiver or consent shall be made (x) with respect
to Section 11 without the consent of the Administrative Agent or (y) with
respect to Annex A hereto without the consent of the Canadian Borrowers.


12.06.                  Successors
and Assigns.  This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns except that the Company, the Canadian
Borrowers and the Swiss Borrower may not assign their rights or obligations
hereunder without the prior written consent of all of the Lenders. Each Lender
may assign all or a portion of its rights and obligations under this Agreement
(i) with respect to the Term Loans, (x) to any other Lender, to any affiliate
of a Lender or to any entity (an “Approved Fund”) (whether a
corporation, partnership, trust or otherwise) that is engaged in making,
purchasing, holding or otherwise investing in bank loans and similar extensions
of credit in the ordinary course of its business and is administered or managed
by a Lender, an affiliate of such Lender or an entity or an affiliate of an
entity that administers or manages a Lender, or (y) with the consent of the
Administrative Agent and of the Company (provided that the consent of
the Company shall not be required if an Event of Default has occurred or is
continuing), and (ii) with respect to the Revolving Commitments, (x) with the
consent of the Administrative Agent and of the Issuing Bank or the Canadian
Issuing Bank, to any other Lender, to any affiliate of a Lender or to an
Approved Fund, or (y) with the consent of the Administrative Agent, of the
Issuing Bank or the Canadian Issuing Bank, and of the Company (provided, that
the consent of the Company to any assignment shall not be required if an Event
of Default hereunder shall have occurred and be continuing), which consents
(other than the consent of the Administrative Agent to the assignment of any
Revolving Commitment) shall not be unreasonably withheld or delayed, to 



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any
other bank or financial institution (it being understood that, in the case of
the Canadian Issuing Bank, it shall not be unreasonable to withhold consent in
the case of any proposed assignment to any entity or entities rated below BBB+
by Standard & Poor’s, a Division of the McGraw-Hill Companies, Inc., or
other comparable rating by another comparable rating agency), provided
that any such partial assignment shall not, unless the Company and the
Administrative Agent otherwise agree (provided that the consent of the
Company shall not be required if an Event of Default has occurred or is
continuing), be less than $5,000,000 (or, in the case of Term Loans,
$1,000,000), or if the remainder of the Lender’s Commitment or Term Loans is
less than $5,000,000, such lesser amount. Upon execution and delivery to the
Administrative Agent of an Assignment and Assumption substantially in the form
of Exhibit M hereto by the assignor and the assignee together with payment by
such assignee to the Administrative Agent of a processing fee of $2,500, such
assignee shall have, to the extent of such assignment (unless otherwise
provided therein), the same rights and benefits as it would have if it were a
Lender hereunder and the assignor shall be, to the extent of such assignment
(unless otherwise provided therein), released from its obligations under this
Agreement. Each Lender may (without the consent of any other party to this
Agreement) sell participations in all or any part of any Loan or Loans or any
Commitment or Commitments made by it to another bank or other entity, in which
event the participant shall not have any rights under this Agreement (except as
provided in the next succeeding sentence hereof) (the participant’s rights
against such Lender in respect of such participation to be those set forth in
the agreement executed by such Lender in favor of the participant relating
thereto, which agreement shall not give the participant the right to consent to
any modification, amendment or waiver other than one described in clause (i),
(ii), (iii),(iv), (v) or (vi) of Section 12.05 hereof). Each of the Company,
the Canadian Borrowers and the Swiss Borrower agrees that each participant
shall be entitled to the benefits of Sections 5.07 and 6 of this Agreement and
Section 3.8 of Annex A hereto with respect to its participation; provided
that no participant shall be entitled to receive any greater amount pursuant to
such Sections than the transferor Lender would have been entitled to receive in
respect of the amount of the participation transferred by such transferor
Lender to such participant had no such transfer occurred. Each Lender may
furnish any information concerning the Company and its Subsidiaries in the
possession of such Lender from time to time to assignees and participants
(including prospective assignees and participants) which have agreed in writing
to be bound by the provisions of Section 12.07 hereof. The Administrative Agent
and the Company may, for all purposes of this Agreement, treat any Lender as
the holder of any Note or C$ Note drawn to its order (and owner of the Loans
evidenced thereby) until written notice of assignment, participation or other
transfer shall have been received by them from such Lender.


In
addition to the assignments and participations permitted the foregoing
provisions of this Section 12.06, any Lender may (without notice to the
Company, the Canadian Borrowers, the Swiss Borrower, the Administrative Agent,
the Issuing Bank or any other Lender and without payment of any fee) assign and
pledge all or any portion of its Loans and its Notes (i) to any Federal Reserve
Bank as collateral security pursuant to Regulation A of the Board of Governors
of the Federal Reserve System and any Operating Circular issued by such Federal
Reserve Bank and (ii) with respect to any Lender which is a fund, to its
trustee or creditors in support of its obligations to its trustee or creditors,
and such Loans and Notes shall be fully transferable as provided therein. No
such assignment pursuant to the preceding sentence shall release the assigning
Lender from its obligations hereunder.



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The
Administrative Agent, acting for this purpose as an agent of the Company, shall
maintain at one of its offices a copy of each Assignment and Assumption
delivered to it and a register for the recordation of the names and addresses
of the Lenders, and the Commitments of, and principal amount of the Loans and
Letter of Credit Liabilities owing to, each Lender pursuant to the terms hereof
from time to time (the “Register”). 
The entries in the Register shall be conclusive, and the Company, the
Administrative Agent, the Issuing Bank and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary.


12.07.                  Confidentiality.  Each Lender agrees to exercise all reasonable
efforts to keep any information delivered or made available by or on behalf of
the Company to it which has not been publicly disclosed confidential from
anyone other than persons employed or retained by such Lender who are or are
expected to become engaged in evaluating, approving, structuring or
administering the Loans; provided that nothing herein shall prevent any
Lender from disclosing such information (i) to any other Lender, (ii) to the
officers, directors, employees, agents, attorneys and accountants of such
Lender or its affiliates who have a need to know such information in accordance
with customary banking practices and who receive such information having been
made aware of the restrictions set forth in this Section, (iii) upon the order
of any court or administrative agency, (iv) upon the request or demand of any
regulatory agency or authority having jurisdiction over such Lender, (v) to the
extent reasonably required in connection with any litigation to which the
Administrative Agent, any Lender, the Company, the Canadian Borrowers, the
Swiss Borrower, any Subsidiary Guarantor or their respective affiliates may be
a party, (vi) to the extent reasonably required in connection with the exercise
of any remedy hereunder, (vii) to such Lender’s legal counsel and independent
auditors, and (viii) to any actual or proposed participant or assignee of all
or part of its rights hereunder which has agreed in writing to be bound by the
provisions of this Section 12.07.


12.08.                  Survival.  The obligations of the Company and the Swiss
Borrower under Sections 6.01, 6.05, 6.06, 6.08, 6.09, 12.03 and 12.04 hereof
and of the Canadian Borrowers under such Sections and Section 3.8 of Annex A
hereto and the obligations of the Lenders under Section 11.05 shall survive the
repayment of the Loans and the termination of the Commitments.


12.09.                  Captions.
Captions and section headings appearing herein are included solely for
convenience of reference and are not intended to affect the interpretation of
any provision of this Agreement.


12.10.                  Counterparts;
Integration.  This Agreement may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument, and any of the parties hereto may
execute this Agreement by signing any such counterpart. This Agreement
constitutes the entire agreement and understanding among the parties hereto and
supersedes any and all prior agreements and understandings, oral and written,
relating to the subject matter hereof.


12.11.                  GOVERNING LAW;
SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL. THIS AGREEMENT AND THE
NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK. EACH OF THE COMPANY, THE CANADIAN BORROWERS AND THE SWISS 



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BORROWER
HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT
SITTING IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF
OR RELATING TO THIS AGREEMENT, THE OTHER BASIC DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY. EACH OF THE COMPANY, THE CANADIAN BORROWERS AND THE SWISS
BORROWER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY
SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE
COMPANY, THE CANADIAN BORROWERS, THE SWISS BORROWER, THE ADMINISTRATIVE AGENT
AND THE LENDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER
BASIC DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.


12.12.                  Canadian
Borrowers’ and Swiss Borrower’s Agent. 
The Canadian Borrowers and the Swiss Borrower, by execution and delivery
of this Agreement, irrevocably appoints the Company as its agent and attorney-in-fact
for all purposes of this Agreement, irrevocably designates, appoints and
empowers the Company, as its designee and agent, for service of any and all
legal process, summons, notices and documents which may be served in any such
action or proceeding and hereby ratifies and confirms, and agrees to be bound
by, all actions taken by the Company on its behalf pursuant to the foregoing
authorization.  The Company irrevocably
accepts such appointment.  Without
limiting the generality of the foregoing, all notices from and to the Canadian
Borrowers and the Swiss Borrower hereunder shall be given by or to the Company
on its behalf.  Each Lender, the Canadian
Administrative Agent and the Administrative Agent may conclusively rely on the
authority of the Company to act on behalf of the Canadian Borrowers and the
Swiss Borrower.


12.13.                  Designation
of Indebtedness.  The indebtedness
incurred hereunder constitutes “Senior Debt” or “Senior Indebtedness”, as the
case may be (and, accordingly, “Designated Senior Debt” or “Designated Senior
Indebtedness”, as the case may be) under the Senior Subordinated Debt Indentures
and the other Senior Subordinated Debt Documents.


12.14.                  Amendments to
Security Documents, Etc.  Each of the
parties hereby consents to and approves in all material respects the
Acknowledgment and Confirmation of Guarantee or Security Documents, dated as of
the date hereof, among the Company, Iron Mountain Canada Corporation, the
Subsidiary Guarantors, the Administrative Agent and the Canadian Administrative
Agent, and substantially in the form attached hereto as Exhibit I, upon the
terms and conditions set forth therein, including, without limitation, the
amendments to the Security Documents effected thereby, including the amendment
to the Company Pledge Agreement, the Subsidiary Pledge Agreement and the
Canadian Borrower Pledge Agreement to include as part of the Collateral, as
defined therein, intercompany notes and advances and the amendment to the
Company Guarantee to include within such Guarantee the Reimbursement
Obligations of the Canadian Borrowers in respect of Canadian Letters of Credit.



 100
 









12.15.                  USA PATRIOT
Act.  Each Lender that is subject to
the Act (as hereinafter defined) hereby notifies the Company that pursuant to
the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the “Act”), it is required to obtain,
verify and record information that identifies the Company, which information
includes the name and address of the Company and other information that will
allow such Lender to identify the Company in accordance with the Act.


12.16.                  Additional
Borrowers.  The Company may designate
any Subsidiary of the Company as a Borrower under the Multi-Currency
Commitments; provided that the Administrative Agent and the applicable
Lenders shall be reasonably satisfied that such Lenders may make loans and other
extensions of credit to such Subsidiary in the applicable currency or
currencies in such Subsidiary’s jurisdiction in compliance with applicable laws
and regulations, without being required or qualified to do business in such
jurisdiction and without being subject to any unreimbursed or unindemnified Tax
or other expense.  Upon the receipt by
the Administrative Agent of a Borrowing Subsidiary Agreement substantially in
the form of Exhibit N-1 executed by such Subsidiary and the Company, such
Subsidiary shall be a Borrower and a party to this Agreement.  A Subsidiary shall cease to be a Borrower
hereunder at such time as no Loans, fees or any other amounts due in connection
therewith pursuant to the terms hereof shall be outstanding by such Subsidiary,
no Letters of Credit issued for the account of such Subsidiary shall be
outstanding and such Subsidiary and the Company shall have executed and
delivered to the Administrative Agent a Borrowing Subsidiary Termination
substantially in the form of Exhibit N-2; provided that, notwithstanding
anything herein to the contrary, no Subsidiary of the Company shall cease to be
a Borrower solely because it no longer is a Subsidiary of the Company.


12.17.                  Limitation of
Liability.  For so long as there is
more than one Canadian Borrower, no amount is recoverable from one Canadian
Borrower in respect of the obligations of the other Canadian Borrower in excess
of the amount of financial assistance permitted pursuant to Companies Act (Nova
Scotia).


12.18.                  Releases of
Guarantees and Liens.  (a)  Notwithstanding anything to the contrary
contained herein or in any other Basic Document, the Administrative Agent is
hereby irrevocably authorized by each Lender (without requirement of notice to
or consent of any Lender except as expressly required by Section 12.05) to take
any action requested by the Company having the effect of releasing any
Collateral or guarantee obligations (i) to the extent necessary to permit
consummation of any transaction not prohibited by any Basic Document or that
has been consented to in accordance with Section 12.05 or (ii) under the
circumstances described in paragraph (b) below.


(b)  At such time as the Loans, the Reimbursement
Obligations and the other obligations under the Basic Documents (other than obligations
under or in respect of Swap Agreements) shall have been paid in full, the
Commitments have been terminated and no Letters of Credit shall be outstanding,
the Collateral shall be released from the Liens created by the Security
Documents, and the Security Documents and all obligations (other than those
expressly stated to survive such termination) of the Administrative Agent and
each Obligor under the Security Documents shall terminate, all without delivery
of any instrument or performance of any act by any Person.



 101















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


	
  

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  IRON MOUNTAIN INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  745 Atlantic Avenue

  
	
   

  	
  Boston, Massachusetts 02111

  
	
   

  	
   

  
	
   

  	
  Attention:

  	
  John P. Lawrence

  
	
   

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
  and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  Fax No.:

  	
  (617) 350-7881

  
	
   

  	
   

  	
   

  
	
   

  	
  Taxpayer ID Number: 

  
	
   

  	
   

  
	
   

  	
  Copy to:

  
	
   

  	
   

  
	
   

  	
  Sullivan & Worcester LLP

  
	
   

  	
  One Post Office Square

  
	
   

  	
  Boston, Massachusetts 02109

  
	
   

  	
  Attention: Harry E. Ekblom, Jr.

  
	
   

  	
   

  
	
   

  	
  Fax No.: (617) 338-2880

  
					



 



 102
 









 


	
  

  	
  CANADIAN BORROWERS:

  
	
   

  	
   

  
	
   

  	
  IRON MOUNTAIN CANADA CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  Iron Mountain Canada Corporation

  
	
   

  	
  195 Summerlea Road

  
	
   

  	
  Brampton, Ontario, Canada L6T 4P6

  
	
   

  	
  Fax: (905) 792-2567

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
  Iron Mountain Incorporated.

  
	
   

  	
  745 Atlantic Avenue

  
	
   

  	
  Boston, Massachusetts 02111

  
	
   

  	
  Attention:

  	
  John P. Lawrence

  
	
   

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
  and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  IRON MOUNTAIN NOVA SCOTIA FUNDING COMPANY

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  Iron Mountain Nova Scotia Funding Company

  
	
   

  	
  195 Summerlea Road

  
	
   

  	
  Brampton, Ontario, Canada L6T 4P6

  
	
   

  	
  Fax: (905) 792-2567

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
  Iron Mountain Incorporated.

  
	
   

  	
  745 Atlantic Avenue

  
	
   

  	
  Boston, Massachusetts 02111

  
	
   

  	
  Attention:

  	
  John P. Lawrence

  
	
   

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
  and Treasurer

  
					



 



 103
 









 


	
  

  	
  SWISS BORROWER:

  
	
   

  	
   

  
	
   

  	
  IRON MOUNTAIN SWITZERLAND GMBH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  Iron Mountain Switzerland GmbH

  
	
   

  	
  Neuhausen am Rheinfall

  
	
   

  	
  Rheinweg 7

  
	
   

  	
  8200 Schaffhausen

  
	
   

  	
  Switzerland

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  with a copy to:

  
	
   

  	
  Iron Mountain Incorporated.

  
	
   

  	
  745 Atlantic Avenue

  
	
   

  	
  Boston, Massachusetts 02111

  
	
   

  	
  Attention:

  	
  John P. Lawrence

  
	
   

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
  and Treasurer

  
					



 



 104
 









 


	
  US$ LENDERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BARCLAYS BANK PLC

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSBC BANK PLC

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  




 105
 









 


	
  

  	
  CITIZENS BANK OF MASSACHUSETTS

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NOVA SCOTIA

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CALYON NEW YORK BRANCH

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BEAR STEARNS CORPORATE LENDING INC.

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  




 106
 









 


	
  

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LEHMAN COMMERCIAL PAPER INC.

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALLIED IRISH BANKS, P.L.C.

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE GOVERNOR AND
  COMPANY OF THE BANK OF IRELAND

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 



 107
 









 


	
  

  	
  BNP PARIBAS

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PNC BANK, NATIONAL ASSOCIATION

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SOVEREIGN BANK

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  




 108
 









 


	
  

  	
  LLOYDS TSB BANK, PLC

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE GOVERNOR AND
  COMPANY OF THE BANK OF SCOTLAND

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL CORPORATION

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  




 109
 









 


	
  MULTI-CURRENCY
  LENDERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BARCLAYS BANK PLC

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSBC BANK PLC

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  




 110
 









 


	
  

  	
  CITIZENS BANK OF MASSACHUSETTS

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CALYON NEW YORK BRANCH

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BEAR STEARNS CORPORATE LENDING INC.

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  




 111
 









 


	
  

  	
  LEHMAN COMMERCIAL PAPER INC.

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALLIED IRISH BANKS, P.L.C.

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE GOVERNOR AND
  COMPANY OF THE BANK OF IRELAND

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BNP PARIBAS

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  




 112
 









 


	
  

  	
  UNION BANK OF CALIFORNIA, N.A.

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PNC BANK, NATIONAL ASSOCIATION

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SOVEREIGN BANK

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  




 113
 









 


	
  

  	
  LLOYDS TSB BANK, PLC

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE GOVERNOR AND
  COMPANY OF THE BANK OF SCOTLAND

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  




 114
 









 


	
  US$-CANADIAN LENDERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BARCLAYS BANK PLC

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSBC BANK USA, N.A. (TORONTO BRANCH)

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 



 115
 









 


	
  

  	
  THE BANK OF NOVA SCOTIA

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNITED OVERSEAS
  BANK LIMITED, NEW YORK AGENCY

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NATIONAL CITY BANK

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  




 116
 









 


	
  

  	
  BNP PARIBAS

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNION BANK OF CALIFORNIA, N.A.

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE GENERAL AND
  COMPANY OF THE BANK OF SCOTLAND

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL CORPORATION

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  




 117
 









 


	
  

  	
  COMERICA BANK

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 



 118
 









 


	
  CANADIAN LENDERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A. TORONTO BRANCH

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BARCLAYS CORPORATION LIMITED

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSBC BANK USA, N.A. (TORONTO BRANCH)

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
  (ACTING THROUGH ITS CANADA BRANCH)

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 



 119
 









 


	
  

  	
  THE BANK OF NOVA SCOTIA

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO
  FINANCIAL CORPORATION CANADA

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNITED OVERSEAS BANK LIMITED

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NATIONAL CITY BANK, CANADA BRANCH

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 



 120
 









 


	
  

  	
  BNP PARIBAS (CANADA)

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNION BANK OF
  CALIFORNIA, N.A., CANADA BRANCH

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE GOVERNOR AND
  COMPANY OF THE BANK OF SCOTLAND

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GE CANADA FINANCE HOLDING COMPANY

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  




 121
 









 


	
  

  	
  COMERICA BANK, A MICHIGAN BANKING CORPORATION AND
  FOREIGN AUTHORIZED BANK UNDER THE BANK ACT (CANADA)

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  




 122
 









 


	
  TERM LENDERS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSBC BANK USA, NATIONAL ASSOCIATION

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSBC BANK PLC

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITIZENS BANK OF MASSACHUSETTS

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  




 123
 









 


	
  

  	
  CALYON NEW YORK BRANCH

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BEAR STEARNS CORPORATE LENDING INC.

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LEHMAN COMMERCIAL PAPER INC.

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNITED OVERSEAS
  BANK LIMITED, NEW YORK AGENCY

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  




 124
 









 


	
  

  	
  ALLIED IRISH BANKS, P.L.C.

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE GOVERNOR AND
  COMPANY OF THE BANK OF IRELAND

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NATIONAL CITY BANK

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BNP PARIBAS

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  




 125
 









 


	
  

  	
  UNION BANK OF CALIFORNIA, N.A.

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PNC BANK, NATIONAL ASSOCIATION

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SOVEREIGN BANK

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  




 126
 









 


	
  

  	
  THE GOVERNOR AND
  COMPANY OF THE BANK OF SCOTLAND

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL CORPORATION

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMERICA BANK

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WEBSTER BANK, NATIONAL ASSOCIATION

  
	
   

  	
  Name of Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  




 127
 









 


	
  ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
    as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address for Notices given pursuant to Section 5.05:

  
	
   

  	
   

  
	
   

  	
  (a) US$Notices

  
	
   

  	
   

  
	
   

  	
  JPMorgan Chase Bank

  
	
   

  	
  Loan and Agency Group

  
	
   

  	
  1111 Fannin

  
	
   

  	
  10th Floor

  
	
   

  	
  Houston, TX 77002

  
	
   

  	
  Attention: Leah Hughes

  
	
   

  	
  Telecopier No.: (713) 750-2932

  
	
   

  	
  Telephone No.: (713) 750-2885

  
	
   

  	
   

  
	
   

  	
  (b) Multicurrency Notices

  
	
   

  	
   

  
	
   

  	
  J.P. Morgan Europe Limited

  
	
   

  	
  Agency Department

  
	
   

  	
  125 London Wall

  
	
   

  	
  London

  
	
   

  	
  EC2Y 5AJ

  
	
   

  	
  Attention: James Beard

  
	
   

  	
  Telephone No.: 44-207-777-2355

  
	
   

  	
  Telecopier No.: 44-207-777-2360

  
	
   

  	
   

  
	
   

  	
  Address for other Notices:

  
	
   

  	
  JPMorgan Chase Bank

  
	
   

  	
  270 Park Avenue

  
	
   

  	
  47th Floor

  
	
   

  	
  New York, New York 10017

  
	
   

  	
  Attention: Randolph Cates

  
	
   

  	
  Telecopier No.: (212) 270-3279

  
	
   

  	
  Telephone No.: (212) 270-8997

  



 



 128
 









 


	
  CANADIAN
  ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, TORONTO BRANCH, as Canadian
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
  /s/

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address for Funding Notices:

  
	
   

  	
  JPMorgan Chase Bank, Toronto Branch

  
	
   

  	
  200 Bay St.

  
	
   

  	
  Royal Bank Plaza, South Tower

  
	
   

  	
  Suite 1800

  
	
   

  	
  Toronto, Ontario M5J 2J2

  
	
   

  	
  Attention: Amanda Staff

  
	
   

  	
  Telecopier No.: (416) 981-9128

  
	
   

  	
  Telephone No.: (416) 981-9235

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
  JPMorgan Chase Bank, Toronto Branch

  
	
   

  	
  200 Bay St.

  
	
   

  	
  Royal Bank Plaza, South Tower

  
	
   

  	
  Suite 1800

  
	
   

  	
  Toronto, Ontario M5J 2J2

  
	
   

  	
  Attention: Christine Chan

  
	
   

  	
  Telecopier No.: (416) 981-9278

  
	
   

  	
  Telephone No.: (416) 981-9123

  



 



 129















REVOLVING COMMITMENTS


	
  Lender

  	
   

  	
  US$

  Commitment

  	
   

  	
  Multi-

  Currency

  Commitment

  	
   

  	
  Total US$-

  Canadian and

  Canadian

  Commitment

  	
   

  	
  Total

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JPMorgan Chase Bank,
  N.A. (JPMorgan Chase Bank, N.A. Toronto Branch)*

  	
   

  	
  $

  	
  3,500,000

  	
   

  	
  $

  	
  7,000,000

  	
   

  	
  $

  	
  43,000,000

  	
   

  	
  $

  	
  53,500,000

  	
   

  
	
  Barclays Bank PLC (Barclays
  Corporation Limited)*

  	
   

  	
  3,500,000

  	
   

  	
  15,000,000

  	
   

  	
  35,000,000

  	
   

  	
  $

  	
  53,500,000

  	
   

  
	
  HSBC Bank USA, National
  Association and HSBC Bank, plc (HSBC Bank USA, N.A. Toronto Branch)*

  	
   

  	
  5,000,000

  	
   

  	
  15,000,000

  	
   

  	
  25,000,000

  	
   

  	
  $

  	
  45,000,000

  	
   

  
	
  Bank of America, N.A.
  (acting through its Canada branch)*

  	
   

  	
  5,000,000

  	
   

  	
  15,000,000

  	
   

  	
  25,000,000

  	
   

  	
  $

  	
  45,000,000

  	
   

  
	
  Citizens Bank of
  Massachusetts

  	
   

  	
  15,000,000

  	
   

  	
  30,000,000

  	
   

  	
  —

  	
   

  	
  $

  	
  45,000,000

  	
   

  
	
  The Bank of Nova Scotia

  	
   

  	
  20,000,000

  	
   

  	
  —

  	
   

  	
  25,000,000

  	
   

  	
  $

  	
  45,000,000

  	
   

  
	
  Calyon New York Branch

  	
   

  	
  5,000,000

  	
   

  	
  25,000,000

  	
   

  	
  —

  	
   

  	
  $

  	
  30,000,000

  	
   

  
	
  Bear Stearns Corporate
  Lending Inc.

  	
   

  	
  5,000,000

  	
   

  	
  25,000,000

  	
   

  	
  —

  	
   

  	
  $

  	
  30,000,000

  	
   

  
	
  Wells Fargo Bank,
  National Association (Wells Fargo Financial Corporation Canada)*

  	
   

  	
  5,000,000

  	
   

  	
  10,000,000

  	
   

  	
  15,000,000

  	
   

  	
  $

  	
  30,000,000

  	
   

  
	
  Lehman Commercial Paper
  Inc.

  	
   

  	
  5,000,000

  	
   

  	
  25,000,000

  	
   

  	
  —

  	
   

  	
  $

  	
  30,000,000

  	
   

  
	
  United Overseas Bank
  Limited, New York Agency (United Overseas Bank Limited)*

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  25,000,000

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  Allied Irish Banks,
  p.l.c.

  	
   

  	
  4,000,000

  	
   

  	
  11,000,000

  	
   

  	
  —

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
  Bank of Ireland

  	
   

  	
  3,000,000

  	
   

  	
  12,000,000

  	
   

  	
  —

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
  National City Bank
  (National City Bank Canada Branch)

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  15,000,000

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
  BNP Paribas (BNP
  Paribas (Canada))*

  	
   

  	
  2,000,000

  	
   

  	
  5,000,000

  	
   

  	
  8,000,000

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
  Union Bank of California,
  N.A. (Union Bank of California, N.A., Canada Branch)*

  	
   

  	
  —

  	
   

  	
  2,000,000

  	
   

  	
  13,000,000

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
  The Bank of New York

  	
   

  	
  3,000,000

  	
   

  	
  12,000,000

  	
   

  	
  —

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
  PNC Bank, National
  Association

  	
   

  	
  3,000,000

  	
   

  	
  12,000,000

  	
   

  	
  —

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
  Sovereign Bank

  	
   

  	
  3,000,000

  	
   

  	
  12,000,000

  	
   

  	
  —

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
  Lloyds TSB Bank, plc

  	
   

  	
  3,000,000

  	
   

  	
  12,000,000

  	
   

  	
  —

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
  Bank of Scotland

  	
   

  	
  2,000,000

  	
   

  	
  5,000,000

  	
   

  	
  8,000,000

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
  General Electric
  Capital Corporation (GE Canada Finance Holding Company)*

  	
   

  	
  5,000,000

  	
   

  	
  —

  	
   

  	
  5,000,000

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  Comerica Bank (Comerica
  Bank, a Michigan banking corporation and foreign authorized bank under the
  Bank Act (Canada)*

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  8,000,000

  	
   

  	
  $

  	
  8,000,000

  	
   

  
	
  Total:

  	
   

  	
  $

  	
  100,000,000

  	
   

  	
  $

  	
  250,000,000

  	
   

  	
  $

  	
  250,000,000

  	
   

  	
  $

  	
  600,000,000

  	
   

  



 






*              The Lender indicated in
parentheses is the Canadian Lender with respect to the Canadian Commitment.













TERM COMMITMENTS


	
  Term Lender

  	
   

  	
  Term Commitment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  JPMorgan Chase
  Bank, N.A.

  	
   

  	
  $

  	
  133,000,000

  	
   

  
	
  HSBC Bank USA,
  National Association and HSBC Bank, plc

  	
   

  	
  15,000,000

  	
   

  
	
  Bank of America,
  N.A.

  	
   

  	
  15,000,000

  	
   

  
	
  Citizens Bank of
  Massachusetts

  	
   

  	
  15,000,000

  	
   

  
	
  Calyon New York
  Branch

  	
   

  	
  10,000,000

  	
   

  
	
  Bear Stearns
  Corporate Lending Inc.

  	
   

  	
  10,000,000

  	
   

  
	
  Lehman
  Commercial Paper Inc.

  	
   

  	
  10,000,000

  	
   

  
	
  United Overseas
  Bank Limited, New York Agency

  	
   

  	
  10,000,000

  	
   

  
	
  Allied Irish
  Banks, p.l.c.

  	
   

  	
  10,000,000

  	
   

  
	
  Bank of Ireland

  	
   

  	
  5,000,000

  	
   

  
	
  National City
  Bank

  	
   

  	
  5,000,000

  	
   

  
	
  BNP Paribas

  	
   

  	
  5,000,000

  	
   

  
	
  Union Bank of
  California, N.A.

  	
   

  	
  5,000,000

  	
   

  
	
  The Bank of New
  York

  	
   

  	
  5,000,000

  	
   

  
	
  PNC Bank,
  National Association

  	
   

  	
  5,000,000

  	
   

  
	
  Sovereign Bank

  	
   

  	
  3,000,000

  	
   

  
	
  Bank of Scotland

  	
   

  	
  5,000,000

  	
   

  
	
  General Electric
  Capital Corporation

  	
   

  	
  25,000,000

  	
   

  
	
  Comerica Bank

  	
   

  	
  2,000,000

  	
   

  
	
  Webster Bank,
  National Association

  	
   

  	
  7,000,000

  	
   

  
	
  Total:

  	
   

  	
  $

  	
  300,000,000

  	
   

  



 

















SCHEDULE II


IRON MOUNTAIN INCORPORATED

Subsidiaries; Investments in Joint Ventures and Other Persons

as of April 16, 2007


List of Subsidiaries


	
  ENTITY NAME

  	
   

  	
  JURISDICTION OF
  INCORPORATION OR

  ORGANIZATION

  	
   

  	
  NAMES UNDER WHICH
  THE ENTITY

  DOES BUSINESS

  
	
  Administradora de Informacion Limitada*

  	
   

  	
  Chile

  	
   

  	
   

  
	
  Archivage Actif Groupe Iron Mountain SAS*

  	
   

  	
  France

  	
   

  	
   

  
	
  Archive Services Limited*

  	
   

  	
  England and Wales

  	
   

  	
   

  
	
  Archivex Box Company Limited*

  	
   

  	
  Alberta

  	
   

  	
   

  
	
  Archivex Limited*

  	
   

  	
  Nova Scotia

  	
   

  	
  Archivex

  
	
  Arcus Data Security Limited*

  	
   

  	
  England and Wales

  	
   

  	
   

  
	
  Britannia Data Management Limited*

  	
   

  	
  England and Wales

  	
   

  	
   

  
	
  COMAC, Inc.

  	
   

  	
  Delaware

  	
   

  	
  COMAC

  
	
  Custodia SOS Limitada*

  	
   

  	
  Chile

  	
   

  	
   

  
	
  Datavault Holdings Limited*

  	
   

  	
  England and Wales

  	
   

  	
   

  
	
  Datavault Limited*

  	
   

  	
  Scotland

  	
   

  	
   

  
	
  Datavault Northwest Limited*

  	
   

  	
  England and Wales

  	
   

  	
   

  
	
  Datavault Southwest Limited*

  	
   

  	
  England and Wales

  	
   

  	
   

  
	
  Docuguard Holdings Limited*

  	
   

  	
  Cyprus

  	
   

  	
   

  
	
  Iron Mountain Australia Pty Ltd*

  	
   

  	
   

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain Austria Archivierung Austria G.m.b.H.*

  	
   

  	
  Austria

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain Czech Republic*

  	
   

  	
  Czech Republic

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain Likvidacie s.r.o.*

  	
   

  	
  Czech Republic

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain Magyarorszaq kft*

  	
   

  	
  Hungary

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain Slovakia s.r.o.*

  	
   

  	
  Slovakia

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain S.R.L.*

  	
   

  	
  Romania

  	
   

  	
  Iron Mountain

  
	
  FIME S.A.*

  	
   

  	
  France

  	
   

  	
   

  
	
  GbD GmbH*

  	
   

  	
  Germany

  	
   

  	
  Iron Mountain

  
	
  Honanross Ltd.*

  	
   

  	
  Ireland

  	
   

  	
  Iron Mountain

  
	
  Imaging Systems (NZ) Limited*

  	
   

  	
  New Zealand

  	
   

  	
  Iron Mountain

  
	
  IM Australia Holdings Pty. Ltd.*

  	
   

  	
  Australia

  	
   

  	
   

  
	
  IM New Zealand Holdings Pty. Ltd.*

  	
   

  	
  New Zealand

  	
   

  	
  Iron Mountain

  



 











 


	
  ENTITY NAME

  	
   

  	
  JURISDICTION OF
  INCORPORATION OR

  ORGANIZATION

  	
   

  	
  NAMES UNDER WHICH
  THE ENTITY

  DOES BUSINESS

  
	
  IM EES Sp.
  Z.O.O.*

  	
   

  	
  Poland

  	
   

  	
  Iron Mountain

  
	
  IMSA Peru SRL*

  	
   

  	
  Peru

  	
   

  	
  Iron Mountain

  
	
  IndexInfo
  Services Pty Ltd.*

  	
   

  	
  India

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain
  Argentina S.A.*

  	
   

  	
  Argentina

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain
  Arsivleme Hizmetleri A.S.*

  	
   

  	
  Turkey

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain
  A/S*

  	
   

  	
  Denmark

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain
  Asia Pacific Holdings Limited*

  	
   

  	
  Hong Kong

  	
   

  	
   

  
	
  Iron Mountain
  Assurance Corporation*

  	
   

  	
  Vermont

  	
   

  	
   

  
	
  Iron Mountain
  Australia Pty Ltd*

  	
   

  	
  Australia

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain
  Belgium NV*

  	
   

  	
  Belgium

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain Box
  Company*

  	
   

  	
  Nova Scotia

  	
   

  	
   

  
	
  Iron Mountain
  Canada Corporation*

  	
   

  	
  Nova Scotia

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain
  Caribbean Holdings Ltd.*

  	
   

  	
  Cayman Islands

  	
   

  	
   

  
	
  Iron Mountain
  Cayman Ltd.*

  	
   

  	
  Cayman Islands

  	
   

  	
   

  
	
  Iron Mountain
  Chile S.A.*

  	
   

  	
  Chile

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain
  Chile Servicios S.A.*

  	
   

  	
  Chile

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain
  CJS*

  	
   

  	
  Russia

  	
   

  	
   

  
	
  Iron Mountain
  Deutschland GmbH*

  	
   

  	
  Germany

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain
  Deutschland m.i.i.l.GmbH*

  	
   

  	
  Germany

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain
  Digital Limited*

  	
   

  	
  England and Wales

  	
   

  	
  Iron Mountain Digital

  
	
  Iron Mountain
  Digital GmbH*

  	
   

  	
  Germany

  	
   

  	
  Iron Mountain Digital

  
	
  Iron Mountain
  Digital S.A.S.*

  	
   

  	
  France

  	
   

  	
  Iron Mountain Digital

  
	
  Iron Mountain
  DIMS Ltd.*

  	
   

  	
  England and Wales

  	
   

  	
   

  
	
  Iron Mountain
  DISOS GmbH*

  	
   

  	
  Germany

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain do
  Brazil S.A.*

  	
   

  	
  Brazil

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain EES
  (Holdings) Ltd.*

  	
   

  	
  Cyprus

  	
   

  	
   

  
	
  Iron Mountain
  Espana, S.A.*

  	
   

  	
  Spain

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain
  Europe (Group) Limited*

  	
   

  	
  England and Wales

  	
   

  	
   

  
	
  Iron Mountain
  Europe Limited*

  	
   

  	
  England and Wales

  	
   

  	
   

  
	
  Iron Mountain
  (France), S.A.*

  	
   

  	
  France

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain
  (Gibraltar) Holdings Limited*

  	
   

  	
  Gibraltar

  	
   

  	
   

  
	
  Iron Mountain
  Global, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  



 











 


	
  ENTITY NAME

  	
   

  	
  JURISDICTION OF
  INCORPORATION OR

  ORGANIZATION

  	
   

  	
  NAMES UNDER WHICH
  THE ENTITY

  DOES BUSINESS

  
	
  Iron Mountain
  Global, LLC

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  Iron Mountain
  Government Services Incorporated

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  Iron Mountain
  Group (Europe) Limited*

  	
   

  	
  England and Wales

  	
   

  	
   

  
	
  Iron Mountain
  Holdings (Europe) Limited*

  	
   

  	
  England and Wales

  	
   

  	
   

  
	
  Iron Mountain
  Holdings (France), SNC*

  	
   

  	
  France

  	
   

  	
   

  
	
  Iron Mountain
  Hong Kong Limited*

  	
   

  	
  Hong Kong

  	
   

  	
   

  
	
  Iron Mountain
  Information Management, Inc.

  	
   

  	
  Delaware

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain
  Intellectual Property Management, Inc.

  	
   

  	
  Delaware

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain
  Ireland Ltd.*

  	
   

  	
  Ireland

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain
  Ireland (Holdings)*

  	
   

  	
  Ireland

  	
   

  	
   

  
	
  Iron Mountain
  Livingston Limited*

  	
   

  	
  England and Wales

  	
   

  	
   

  
	
  Iron Mountain
  Mayflower Ltd.*

  	
   

  	
  England and Wales

  	
   

  	
   

  
	
  Iron Mountain
  Mexico, S.A. de R.L. de C.V.*

  	
   

  	
  Mexico

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain MDM
  Limited*

  	
   

  	
  England and Wales

  	
   

  	
   

  
	
  Iron Mountain
  Nederland (Holdings) B.V.*

  	
   

  	
  Netherlands

  	
   

  	
   

  
	
  Iron Mountain
  Nederland B.V.*

  	
   

  	
  Netherlands

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain New
  Zealand Limited*

  	
   

  	
  New Zealand

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain
  Norge AS*

  	
   

  	
  Norway

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain
  Nova Scotia Funding Company*

  	
   

  	
  Nova Scotia

  	
   

  	
   

  
	
  Iron Mountain
  Peru S.A.*

  	
   

  	
  Peru

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain PLE
  Limited*

  	
   

  	
  England and Wales

  	
   

  	
   

  
	
  Iron Mountain
  Records Management (Puerto Rico), Inc.*

  	
   

  	
  Puerto Rico

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain
  Scotland (Holdings) Limited*

  	
   

  	
  England and Wales

  	
   

  	
   

  
	
  Iron Mountain
  Scotland Limited*

  	
   

  	
  England and Wales

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain
  Singapore Pte. Limited*

  	
   

  	
  Singapore

  	
   

  	
   

  
	
  Iron Mountain
  South America Ltd.*

  	
   

  	
  Cayman Islands

  	
   

  	
   

  
	
  Iron Mountain
  Statutory Trust 1998

  	
   

  	
  Connecticut

  	
   

  	
   

  
	
  Iron Mountain
  Statutory Trust 1999

  	
   

  	
  Connecticut

  	
   

  	
   

  
	
  Iron Mountain
  Step S.p.A.*

  	
   

  	
  Italy

  	
   

  	
  Iron Mountain

  
	
  Iron Mountain
  Switzerland GmbH*

  	
   

  	
  Switzerland

  	
   

  	
   

  
	
  Iron Mountain
  Transnational Holdings Ltd.*

  	
   

  	
  Hong Kong

  	
   

  	
   

  
	
  Iron Mountain
  (UK) Limited*

  	
   

  	
  England and Wales

  	
   

  	
   

  
	
  Iron Mountain
  Ukraine*

  	
   

  	
  Ukraine

  	
   

  	
   

  
	
  JAD (93) Limited*

  	
   

  	
  England and Wales

  	
   

  	
   

  



 











 


	
  ENTITY NAME

  	
   

  	
  JURISDICTION OF
  INCORPORATION OR

  ORGANIZATION

  	
   

  	
  NAMES UNDER WHICH
  THE ENTITY

  DOES BUSINESS

  
	
  Jones &
  Crossland Limited*

  	
   

  	
  England and Wales

  	
   

  	
   

  
	
  Kestrel Data
  Services Limited*

  	
   

  	
  England and Wales

  	
   

  	
   

  
	
  Kestrel Data UK
  Limited*

  	
   

  	
  England and Wales

  	
   

  	
   

  
	
  Kestrel
  Reprographics Limited*

  	
   

  	
  England and Wales

  	
   

  	
   

  
	
  Memogarde, S.A.*

  	
   

  	
  France

  	
   

  	
  Memogarde

  
	
  Mody Access Info
  Pvt. Ltd.*

  	
   

  	
  India

  	
   

  	
  Iron Mountain

  
	
  Mountain Glenwood
  Real Estate, Inc.*

  	
   

  	
  British Columbia

  	
   

  	
   

  
	
  Mountain Real
  Estate Assets, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  Mountain Reserve
  III, Inc.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  Mountain West
  Palm Real Estate, Inc.*

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  Nettlebed
  Acquisition Corp.

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  Record Data
  Limited*

  	
   

  	
  Ireland

  	
   

  	
   

  
	
  Security
  Destruction Ltd.*

  	
   

  	
  England and Wales

  	
   

  	
  Iron Mountain

  
	
  Silver Sky*

  	
   

  	
  Jersey Channel Islands

  	
   

  	
   

  
	
  Sistemas de
  Archivo Corporativo, S.A. de R.L. de C.V.*

  	
   

  	
  Mexico

  	
   

  	
  Iron Mountain

  
	
  Sistemas de
  Archivo de Mexico, S.A. de R.L. de C.V.*

  	
   

  	
  Mexico

  	
   

  	
  Iron Mountain

  
	
  Societa Italiana
  Archivi s.p.a. *

  	
   

  	
  Italy

  	
   

  	
   

  
	
  Societe Civile
  Imobiliere du Chemin Cornillon*

  	
   

  	
  France

  	
   

  	
   

  
	
  SSG Servicios e
  Sistemas Gerenciais Ltd.*

  	
   

  	
  Brazil

  	
   

  	
  Iron Mountain

  
	
  Storbox SA*

  	
   

  	
  Chile

  	
   

  	
  Iron Mountain

  
	
  The Document
  Storage Company Limited*

  	
   

  	
  England and Wales

  	
   

  	
   

  
	
  397499 British
  Columbia Ltd.*

  	
   

  	
  British Columbia

  	
   

  	
   

  
	
  The Imaging
  Centre Pty. Ltd.*

  	
   

  	
  Australia

  	
   

  	
  Iron Mountain

  
	
  Treeline Services
  Corporation

  	
   

  	
  Delaware

  	
   

  	
   

  
	
  Upper Providence
  Venture I, L.P.*

  	
   

  	
  Pennsylvania

  	
   

  	
   

  



 






* Denotes a
Non-Guarantor Subsidiary


 











Investments
in Joint Ventures and Other Persons


Poland


Strategic Alliance
Agreement dated December 22, 2005, among Iron Mountain Holdings (Europe)
Limited, Iron Mountain Incorporated, EES Holdings Limited, USL Holdings, LLC,
AMS USA, LLC, Tom Keller and Brian Patterson


Russia, Ukraine, Denmark


Strategic Alliance
Agreement dated November 15, 2006 among Iron Mountain Holdings (Europe) Limited,
Iron Mountain Incorporated, Iron Mountain EES Holdings, Ltd., Tom Keller and
Brian Patterson


Turkey


Strategic Alliance
Agreement dated November 7, 2006 among Iron Mountain Holdings (Europe) Limited,
Iron Mountain Incorporated, Iron Mountain Arsivleme Hizmetleri A.S., Guard
Holding Investments SL, Dilek Arkan, Hasan Arkan and Enver Arkan















SCHEDULE
III

(Pursuant to Sections 9.08 and 9.13)


PART I.                                                    Existing
Indebtedness


1.                                       Loan
Note Instruments issued February 26, 1999 by Pierce Leahy Europe, Limited in
connection with the acquisition of Datavault in the principal amount of
£11,715,000 (entitled to the benefit of Letters of Credit issued for the
account of Iron Mountain Incorporated). 
The Loan Note Instruments mature February 28, 2009.


2.                                       IT
lease obligation outstanding with CIT leasing ($2,300,000).


3.                                       Oracle
software licenses treated as Capital Lease ($3,000,000).


4.                                       Microsoft
licenses treated as Capital Lease ($2,900,000).


5.                                       Iron
Mountain Australia local bank line up to ($4,000,000).


6.                                       Iron
Mountain Chile loan with Banco Bilbao Viscaya ($2,450,000).


7.                                       Iron
Mountain Chile capital leases ($9,450,000).


8.                                       Iron
Mountain Mexico local bank loan with Grupo Scotiabank ($3,000,000).


9.                                       Indebtedness
secured by Liens identified in Part II of this Schedule III.











PART II.                                                Existing
Liens


1.                                       Mortgage
held by Sun America Life Insurance Company on property located at 1905 John
Connally Drive, Carrolton, Texas ($410,000).


2.                                       Mortgage
held by Sun America Life Insurance Company on property located at 5775 Royalty
Drive, Houston, Texas ($290,000).


3.                                       Mortgage
held by LaSalle Bank National Association as Trustee for Morgan Stanley Capital
I Inc. Commercial Mortgage Pass-Through Certificates, Series 1998 CF1 on
property at 3501 Electronics Way, West Palm Beach, Florida ($1,500,000).


4.                                       Mortgage
held by Banco Santander on property located in Spain ($1,100,000).


5.                                       Mortgage
held by Banco de Chile on property located in Chile ($730,000).


6.                                       Liens
securing hedging obligations entered into in connection with the lease
financing under the Master Lease and Security Agreement (the “2001 Synthetic
Lease”), dated as of May 22, 2001, between Iron Mountain Statutory Trust –
2001, in its capacity as lessor (the “Lessor”) and Iron Mountain Information
Management, Inc., as lessee (the “Lessee”), and the related Unconditional
Guaranty dated as of May 22, 2001 by Iron Mountain Incorporated in favor of the
Lessor.


7.                                       Charges,
pledges and assignments of substantially all the assets of IME and its
subsidiaries (including pledges of share capital of such subsidiaries) to
secure obligations under the IME Credit Agreement (to be paid in full in
accordance with Section 7.01(k) of the Credit Agreement).  The current borrowings on the IME Credit
Agreement are £74M and €111M.











Iron
Mountain


Outstanding
Letters of Credit as of April 9, 2007


 




	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Original US$

  	
   

  	
  Current US$

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Entity

  	
   

  	
  Issuer

  	
   

  	
  Beneficiary

  	
   

  	
  Policy

  	
   

  	
  Issue Date

  	
   

  	
  Exp. Date

  	
   

  	
  Amount

  	
   

  	
  Amount

  	
   

  	
  Purpose

  	
   

  	
  Notes

  	
   

  
	
  IMI

  	
   

  	
  Chase
  NY

  	
   

  	
  North
  5th & 45th 

  Realty Corp

  	
   

  	
  P351058

  	
   

  	
  1/5/1998

  	
   

  	
  1/5/2008

  	
   

  	
  50,000

  	
   

  	
  50,000

  	
   

  	
  Secure
  

  Property 

  Lease

  	
   

  	
  Ever
  

  Green 

  Rollover

  	
   

  
	
   

  	
   

  	
  Chase
  NY

  	
   

  	
  RLI
  Insurance 

  Company

  	
   

  	
  SB
  250500

  	
   

  	
  8/26/2004

  	
   

  	
  4/1/2008

  	
   

  	
  150,000

  	
   

  	
  150,000

  	
   

  	
  RU 

  Insurance 

  Company

  	
   

  	
  Ever
  

  Green 

  Rollover

  	
   

  
	
  IMI

  	
   

  	
  Chase
  NY

  	
   

  	
  PHH
  Vehicle 

  Management 

  Services

  	
   

  	
  P-245813

  	
   

  	
  3/1/2004

  	
   

  	
  1/31/2008

  	
   

  	
  154,340

  	
   

  	
  180,914

  	
   

  	
  Iron

  Mountain 

  Canada

  	
   

  	
  Ever
  

  Green 

  Rollover

  	
   

  
	
  IMI

  	
   

  	
  Chase
  NY

  	
   

  	
  State
  of 

  Vermont

  	
   

  	
  P-231634

  	
   

  	
  11/13/2002

  	
   

  	
  1/1/2008

  	
   

  	
  1,000,000

  	
   

  	
  1,000,000

  	
   

  	
  For
  Iron 

  Mountain 

  Assurance

  Corp.

  	
   

  	
  Auto-

  renewal

  	
   

  
	
  IMI

  	
   

  	
  Chase
  NY

  	
   

  	
  Zurich
  American 

  Insurance Company

  	
   

  	
  TPTS-304862

  	
   

  	
  1/12/2007

  	
   

  	
  1/31/2008

  	
   

  	
  25,602,017

  	
   

  	
  25,602,017

  	
   

  	
  For 

  Insurance 

  Claims

  	
   

  	
  Ever
  

  Green 

  Rollover (1 Year)

  	
   

  
	
  IMI

  	
   

  	
  Bank of 

  America

  	
   

  	
  Intesasanpaolo

  	
   

  	
  68017524

  	
   

  	
  2/28/2007

  	
   

  	
  1/31/2012

  	
   

  	
  €

  	
  4,000,000

  	
   

  	
  €

  	
  4,000,000

  	
   

  	
  For 

  Earnout 

  Payment

  	
   

  	
   

  	
   

  
																						






 
















Annex A


to the Credit Agreement


SECTION 1.  DEFINITIONS


Defined Terms.  Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given
to them in the Credit Agreement, and the following terms shall have the
following meanings:


“Acceptance Fee” shall mean the fee payable in
C$ to each Canadian Lender in respect of Bankers’ Acceptances and BA Equivalent
Loans computed in accordance with subsection 2.3(e).


“Applicable BA Discount Rate” shall mean (i)
with respect to any Schedule I Canadian Lender, as applicable to a Bankers’
Acceptance being purchased by such Schedule I Canadian Lender on any day, the
CDOR Rate and (ii) with respect to any Schedule II/III Canadian Lender or any
other Canadian Lender which is not a Schedule I, II or III Canadian
Lender, as applicable to a Bankers’ Acceptance being purchased by, or BA
Equivalent Loan to be advanced by, such Canadian Lender on any day, the lesser
of (x) the average (as determined by the Canadian Administrative Agent) of the
respective percentage discount rates (expressed to two decimal places and
rounded upward, if necessary, to the nearest 1/100th of
1%) quoted to the Canadian Administrative Agent by each Schedule II/III
Reference Canadian Lender as the percentage discount rate at which such
Schedule II/III Reference Canadian Lender would, in accordance with its normal
practices, at or about 10:00 A.M. (Toronto time) on such day, be prepared to
purchase bankers’ acceptances accepted by such Schedule II/III Reference
Canadian Lender having a term and a face amount comparable to the term and face
amount of such Bankers’ Acceptance or BA Equivalent Loan, as applicable and (y)
the rate that is 0.10% per annum in excess of the rate determined pursuant to
clause (i) of this definition in connection with the relevant issuance of
Bankers’ Acceptances, or advance of any BA Equivalent Loan.


“Applicable Margin for Canadian Borrowing”
shall mean the rate for the respective type of C$ Loan set forth below opposite
the level (either Level 1, Level 2, Level 3 or Level 4) indicated in the
schedule set forth below corresponding to the Applicable Leverage Ratio in
effect at such time:













 


	
  

  	
   

  	
  Applicable Margin (% per annum)

  	
   

  
	
  Range of

  Leverage Ratio

  	
   

  	
  C$Prime

  Loans

  	
   

  	
  Bankers’

  Acceptances/BA

  Equivalent Loans

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level 4

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than or
  equal to 5.00 to 1.00

  	
   

  	
  0.75

  	
  %

  	
  1.75

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level 3

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Less than 5.00
  to 1.00 and greater than or equal to 4.00 to 1.00

  	
   

  	
  0.50

  	
  %

  	
  1.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level 2

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Less than 4.00
  to 1.00 and greater than or equal to 3.00 to 1.00

  	
   

  	
  0.25

  	
  %

  	
  1.25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level 1

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Less than 3.00 to 1.00

  	
   

  	
  0

  	
  %

  	
  1.00

  	
  %

  



 


“BA Discount Proceeds”
shall mean in respect of any Bankers’ Acceptance to be purchased by a Canadian Lender,
or in respect of any BA Equivalent Loan to be made by a Canadian Lender, on any
day under subsection 2.3, an amount (rounded to the nearest whole Canadian
cent, and with one-half of one Canadian cent being rounded up) calculated
on such day by dividing:


(a)  the face amount of such Bankers’ Acceptance
or BA Equivalent Loan; by


(b)  the sum of one plus the product of:


(i)                                     the
Applicable BA Discount Rate (expressed as a decimal) applicable to such Bankers’
Acceptance or BA Equivalent Loan; and


(ii)                                  a
fraction, the numerator of which is the number of days remaining in the term of
such Bankers’ Acceptance or BA Equivalent Loan and the denominator of which is
365;


with such product
being rounded up or down to the fifth decimal place and .000005 being rounded
up.


“BA Equivalent Loan” shall mean an advance in
Canadian Dollars made by a Canadian Lender to the Canadian Borrower evidenced
by a BA Equivalent Note.



 2
 









“BA Equivalent Note” shall mean a promissory
note executed and delivered by the Canadian Borrower to a Canadian Lender in
substantially the form of Exhibit C to this Annex A.


“Bankers’ Acceptance”
shall mean a bill of exchange or a depository bill governed by the Depository
Bills and Notes Act (Canada) denominated in C$ drawn by the Canadian Borrower and
accepted by a Canadian Lender pursuant to subsection 2.3.


“Borrowing Date
(Canada)” shall mean any Business Day (Canada) specified in a notice as a
date on which the Canadian Borrower requests the relevant Canadian Lenders to
make C$ Loans under this Annex A to the Credit Agreement.


“Business Day (Canada)”
shall mean a day on which banks are open for business in Toronto, Ontario,
Canada but excludes (i) Saturday, Sunday and any other day which is a legal
holiday in Toronto, Ontario, Canada and (ii) any day on which commercial banks
are authorized or required to close in New York City or Boston, Massachusetts.


“Canadian
Administrative Agent” shall mean JPMorgan Chase Bank, Toronto Branch,
together with its affiliates, as the agent for the Canadian Lenders under the
Credit Agreement and the other Basic Documents.


“Canadian
Administrative Office” shall mean the Canadian Administrative Agent’s
office located at 200 Bay Street, Royal Bank Plaza, South Tower, Suite 1800,
Toronto, Ontario M5J 2J2, or such other office in Canada as may be designated
as such by the Canadian Administrative Agent by written notice to the Canadian
Borrower and the Lenders.


“Canadian Borrower”
shall mean Iron Mountain Canada Corporation or Iron Mountain Nova Scotia
Funding Company or both of these as the context may require.  The Canadian Commitments shall be available
to either or both of them, but not in excess of the amount thereof in the
aggregate.


“Canadian Commitment”
shall mean as to any Canadian Lender, the obligation of such Canadian Lender to
make (i) C$ Prime Loans and (ii) BA Equivalent Loans and/or to purchase Bankers’
Acceptances from the Canadian Borrower hereunder in an aggregate principal or
face amount at any one time outstanding up to but not exceeding the amount set
forth opposite such Canadian Lender’s name on Schedule I to the Credit
Agreement under the caption “Canadian Commitment” (expressed in Canadian
Dollars) or, in the case of a Person that is party to an assignment permitted
under Section 12.06 of the Credit Agreement after the Effective Date, as
specified in the respective instrument of assignment pursuant to which such
assignment is effected (as the same may be reduced or increased at any time or
from time to time pursuant to subsection 3.3 of this Annex A or reallocated
from time to time pursuant to subsection 2.6 of this Annex A, and may be
increased from time to time pursuant to Section 2.01 of the Credit
Agreement).  The original aggregate
principal amount of the Canadian Commitments is the Canadian Dollar equivalent
(determined by the Administrative Agent using the Canadian Exchange Rate) of
US$250,000,000 minus the original aggregate amount of the US$-Canadian



 3
 









Commitments; provided,
that in no event shall the aggregate outstanding principal amount of the C$
Loans and the aggregate amount of all Letter of Credit Liabilities outstanding
under the Canadian Commitments, together with the aggregate outstanding
principal amount of the US$-Canadian Loans, exceed US$250,000,000.


“Canadian Dollars”
or “C$” shall mean dollars in lawful currency of Canada.


“Canadian Exchange
Rate” shall mean on a particular date, the rate at which C$ may be
exchanged into US$, determined by reference to the Bank of Canada noon rate as
published on the Reuters Screen page BOFC. 
In the event that such rate does not appear on such Reuters page, the “Canadian
Exchange Rate” shall be determined by reference to any other means (as
selected by the Canadian Administrative Agent) by which such rate is quoted or
published from time to time by the Bank of Canada (in each case as in effect at
or about 12:00 Noon, Toronto time, on the Business Day (Canada) immediately
preceding the relevant date of determination); provided, that if at the
time of any such determination, for any reason, no such exchange rate is being
quoted or published, the Canadian Administrative Agent may use any reasonable
method as it deems applicable to determine such rate, and such determination
shall be prima facie evidence of the accuracy thereof.


“Canadian Issuing Bank”
shall mean any Canadian Lender so designated by the Canadian Borrower with the
consent of such Canadian Lender and the Canadian Administrative Agent.


“Canadian Lender”
shall mean each of the lenders that is a signatory to the Credit Agreement
under the caption “CANADIAN LENDER” on the signature pages thereto and each
lender or financial institution that becomes a Canadian Lender after the date
hereof pursuant to Section 12.06 of the Credit Agreement; provided, that
as of the Effective Date (or the effective date of the relevant assignment
pursuant to Section 12.06 of the Credit Agreement), any such lender shall be
itself or shall operate through an applicable Canadian Lending Office which is
either (x) resident in Canada for the purposes of the Income Tax Act (Canada),
as amended (the “ITA”), or (y) deemed to be resident in Canada for
purposes of Part XIII of the ITA in respect of any amounts paid or credited to
such lender hereunder.


“Canadian Lending
Office” shall mean for each Canadian Lender, the lending office for such
Canadian Lender (or of an affiliate of such Canadian Lender) designated for
each type of C$ Loan in the Administrative Questionnaire of such Canadian
Lender or such other lending office of such Canadian Lender (or of an affiliate
of such Canadian Lender) as such Canadian Lender may from time to time specify
to the Canadian Administrative Agent and the Canadian Borrower as the office by
which its C$ Loans of such type are to be made and maintained.


“Canadian Letters of
Credit” shall have the meaning assigned to such term in subsection 2.8
hereof.



 4
 









“Canadian Swingline
Loans” shall have the meaning assigned to such term in section 2.9(a).


“Canadian
Swingline Commitment” shall mean the obligation of the Swingline Lender to
make Canadian Swingline Loans pursuant to Section 2.9 in an aggregate principal
amount at any one time not to exceed $10,000,000.


“Canadian Swingline
Participation Amount” shall have the meaning assigned to such term in
section 2.9(c).


“C$ Commitment
Percentage” shall mean as to any Canadian Lender at any time, the
percentage of the aggregate Canadian Commitments then constituted by such
Canadian Lender’s Canadian Commitment.


“C$ Loans” shall
mean the collective reference to C$ Prime Loans and Bankers’ Acceptances and BA
Equivalent Loans; for the purposes of this Agreement, the principal amount of
any C$ Loan constituting a Bankers’ Acceptance or BA Equivalent Loan shall be
deemed to be the undiscounted face amount of such Bankers’ Acceptance, or BA
Equivalent Note, respectively.


“C$ Note” as
defined in subsection 3.2 hereof.


“C$ Prime Loans”
shall mean advances denominated in Canadian Dollars that bear interest at a
rate based upon the C$ Prime Rate.


“C$ Prime Rate”
shall mean with respect to a C$ Prime Loan, on any day, the greater of (a) the
annual rate of interest announced from time to time by the Canadian
Administrative Agent as its reference rate then in effect for determining
interest rates on C$ denominated commercial loans in Canada and (b) the annual
rate of interest equal to the sum of (i) the CDOR Rate for 30 days and (ii)
0.50% per annum.


“CDOR Rate” shall
mean on any date, the per annum rate of interest which is the rate based on the
rate applicable to C$ bankers’ acceptances for a term comparable to that
specified in the Borrowing Notice appearing on the “Reuters Screen CDOR Page”
on such date, or if such date is not a Business Day (Canada), then on the
immediately preceding Business Day (Canada); provided, however,
that if no such rate appears on the Reuters Screen CDOR Page as contemplated,
then the CDOR Rate on any date shall be calculated as the arithmetic mean of
the rates for the term and amount referred to above applicable to C$ bankers’
acceptances quoted by the Schedule I Reference Canadian Lenders as of 10:00 A.M.,
Toronto time, on such date or, if such date is not a Business Day (Canada),
then on the immediately preceding Business Day (Canada).


“Draft” shall mean
a blank bill of exchange, within the meaning of the Bills of Exchange Act
(Canada), in substantially the form set forth in Exhibit A to this Annex A,
drawn by the Canadian Borrower on a Canadian Lender, denominated in C$ and
bearing such distinguishing letters and numbers as such Lender may determine,
but which at such time, except as otherwise provided herein, has not been
completed or accepted by such Lender.



 5
 









“Drawing” shall
mean the creation and purchase of Bankers’ Acceptances and/or the purchase of
completed Drafts, by the Canadian Lenders pursuant to subsection 2.3.


“Related Affiliate”
shall mean with respect to any Canadian Lender, an Affiliate or lending office
of such Canadian Lender designated by it to make its US$-Canadian Commitment
and US$-Canadian Loans available to the Company under this Agreement.


“Requirement of Law”
shall mean as to any Person, the certificate of incorporation and by-laws or
other organizational or governing documents of such Person, and any law,
treaty, rule or regulation or determination of an arbitrator or a court or
other Governmental Authority, in each case applicable to or binding upon such
Person or any of its property or to which such Person or any of its property is
subject.


“Schedule I Canadian
Lender” shall mean any Canadian bank named on Schedule I to the Bank Act
(Canada).


“Schedule I Reference
Canadian Lenders” shall mean Canadian Imperial Bank of Commerce and The
Bank of Nova Scotia.


“Schedule II/III
Canadian Lender” shall mean any bank named on Schedule II or Schedule III
to the Bank Act (Canada).


“Schedule II/III
Reference Canadian Lender” shall mean JPMorgan Chase Bank, N.A., Toronto
Branch and HSBC Bank USA, Toronto Branch.


SECTION 2.  THE CANADIAN COMMITMENTS


2.1.      The
Canadian Commitments.  Subject to the
terms and conditions hereof, each Canadian Lender severally agrees to make
revolving credit loans (which shall be C$ Prime Loans) to, to accept and, at
the option of the Canadian Borrower, purchase Bankers’ Acceptances from (or, at
the option of a Canadian Lender, make a BA Equivalent Loan in lieu of
purchasing a Bankers’ Acceptance), and to issue letters of credit pursuant to
subsection 2.8 for the account of, the Canadian Borrower from time to time
during the Commitment Period in an aggregate principal amount at any one time
outstanding not to exceed such Canadian Lender’s Canadian Commitment.  During the Commitment Period, the Canadian
Borrower may use the Canadian Commitments by borrowing, prepaying (other than
Bankers’ Acceptances or BA Equivalent Loans) or repaying the C$ Prime Loans,
Bankers’ Acceptances or BA Equivalent Loans, in whole or in part, and
reborrowing, all in accordance with the terms and conditions hereof.


2.2.      Procedure
for C$ Prime Loan Borrowing.  The
Canadian Borrower may borrow C$ Prime Loans during the Commitment Period on any
Business Day (Canada), provided that the Canadian Borrower shall give the
Canadian Administrative Agent irrevocable written or telephonic notice (in the
case of telephonic notice, to be promptly confirmed in writing) (which notice
must be received by the Canadian Administrative Agent prior to 12:00 Noon, Toronto
time, one Business Day (Canada) prior to the requested Borrowing Date
(Canada)), specifying (a) the amount to be borrowed, (b) the requested
Borrowing Date (Canada) and (c) the designation of an account to which funds
will be transferred.  Each borrowing of
C$ Prime Loans shall be in an amount equal to C$300,000 or a whole multiple of
C$100,000 in excess



 6
 









thereof.  Upon
receipt of any such irrevocable notice from the Canadian Borrower, the Canadian
Administrative Agent shall promptly notify each Canadian Lender thereof.  Each Canadian Lender will make the amount of
its pro rata share of each such borrowing available to the Canadian
Administrative Agent for the account of the Canadian Borrower at the Canadian
Administrative Office prior to 11:00 A.M., Toronto time, on the Borrowing Date
(Canada) requested by the Canadian Borrower in funds immediately available to
the Canadian Administrative Agent.  Such
borrowing will then be made available on such date to the Canadian Borrower by
the Canadian Administrative Agent by wire transfer of such funds to the account
specified in such irrevocable notice with the aggregate of the amounts made
available to the Canadian Administrative Agent by the Canadian Lenders and in
like funds as received by the Canadian Administrative Agent.


2.3.      Bankers’
Acceptances and BA Equivalent Loans.


(a)  The
Canadian Borrower may (i) issue Bankers’ Acceptances denominated in C$, for
acceptance and, at the Canadian Borrower’s option, purchase by the Canadian
Lenders or (ii) borrow BA Equivalent Loans, each in accordance with the
provisions of this subsection 2.3.


(b)  Procedures.


(1)  Notice.  The Canadian Borrower shall notify the
Canadian Administrative Agent by irrevocable written or telephonic notice (in
the case of telephonic notice, to be promptly confirmed in writing) by 10:00
A.M., Toronto time, three Business Days (Canada) prior to the date of the
relevant borrowing in respect of any borrowing by way of Bankers’ Acceptances
or BA Equivalent Loans.


(2)  Minimum Borrowing Amount.  Each borrowing by way of Bankers’ Acceptances
or BA Equivalent Loans shall be in a minimum aggregate face amount of
C$1,000,000 or a whole multiple of C$100,000 in excess thereof.


(3)  Face Amounts.  The face amount of each Bankers’ Acceptance
or BA Equivalent Loan shall be C$100,000 or any whole multiple thereof.


(4)  Term.  Bankers’ Acceptances and BA Equivalent Notes
shall be issued and shall mature on a Business Day (Canada).  Each Bankers’ Acceptance and BA Equivalent
Note shall have a term of 30, 60, 90 or 180 days (or such shorter or longer
term as shall be agreed to by all of the Canadian Lenders), shall mature on or
before the Commitment Termination Date and shall be in form and substance
reasonably satisfactory to each Canadian Lender.


(5)  Bankers’ Acceptances and BA
Equivalent Notes in Blank.  To
facilitate the acceptance of Bankers’ Acceptances and the issuance of BA
Equivalent Notes under this Agreement, the Canadian Borrower shall, from time
to time as required, provide to the Canadian Administrative Agent Drafts and BA
Equivalent Notes duly executed and endorsed in blank by the Canadian Borrower
in quantities sufficient for each Canadian Lender to fulfill its obligations
hereunder.  In addition, the Canadian Borrower
hereby appoints each Canadian Lender as its attorney, with respect to Bankers’
Acceptances and



 7
 









BA Equivalent Notes for which the Canadian Borrower has provided a
Bankers’ Acceptance or BA Equivalent Loan notice:


(i)  to complete and sign on behalf
of the Canadian Borrower, either manually or by facsimile or mechanical
signature, the Drafts to create the Bankers’ Acceptances (with, in each
Canadian Lender’s discretion, the inscription “This is a depository bill
subject to the Depository Bills and Notes Act (Canada)”) or the BA Equivalent
Notes, as applicable;


(ii)  after the acceptance thereof
by any Canadian Lender, to endorse on behalf of the Canadian Borrower, either
manually or by facsimile or mechanical signature, such Bankers’ Acceptance in
favor of the applicable purchaser or endorsee thereof including, in such
Canadian Lender’s discretion, such Canadian Lender or a clearing house (as
defined by the Depository Bills and Notes Act (Canada));


(iii)  to deliver such Bankers’
Acceptances to such purchaser or to deposit such Bankers’ Acceptances with such
clearing house; and


(iv)  to comply with the procedures
and requirements established from time to time by such Canadian Lender or such
clearing house in respect of the delivery, transfer and collection of bankers’
acceptances and depository bills.


The Canadian Borrower
recognizes and agrees that all Bankers’ Acceptances and BA Equivalent Notes
signed, endorsed, delivered or deposited on its behalf by a Canadian Lender
shall bind the Canadian Borrower as fully and effectually as if signed in the
handwriting of and duly issued, delivered or deposited by the proper signing
officer of the Canadian Borrower.  Each
Canadian Lender is hereby authorized to accept such Drafts or issue such
Bankers’ Acceptances endorsed in blank in such face amounts as may be
determined by such Canadian Lender in accordance with the terms of this
Agreement, provided that the aggregate amount thereof is less than or
equal to the aggregate amount of Bankers’ Acceptances required to be accepted
by such Canadian Lender.  No Canadian
Lender shall be responsible or liable for its failure to accept a Bankers’
Acceptance or make a BA Equivalent Loan if the cause of such failure is, in
whole or in part, due to the failure of the Canadian Borrower to provide duly
executed and endorsed Drafts or BA Equivalent Notes to the Canadian
Administrative Agent on a timely basis, nor shall any Canadian Lender be liable
for any damage, loss or other claim arising by reason of any loss or improper
use of any such instrument except loss or improper use arising by reason of the
gross negligence or willful misconduct of such Canadian Lender, its officers,
employees, agents or representatives. 
The Canadian Administrative Agent and each Canadian Lender shall
exercise such care in the custody and safekeeping of Drafts and BA Equivalent
Notes as it would exercise in the custody and safekeeping of similar property
owned by it.  Each Canadian Lender will,
upon the request of the Canadian Borrower, promptly advise the Canadian
Borrower of the number and designation, if any, of Drafts then held by it for
the Canadian Borrower.  Each Canadian
Lender shall maintain a record with respect to Drafts and Bankers’ Acceptances
(i) received by it from the Canadian Administrative Agent in blank hereunder,
(ii) voided



 8
 









by it for any reason,
(iii) accepted by it hereunder, (iv) purchased by it hereunder and (v) canceled
at their respective maturities and of BA Equivalent Notes (i) received by it
from the Canadian Administrative Agent in blank hereunder, (ii) voided by it
for any reason and (iii) canceled at their respective maturities.  Each Canadian Lender further agrees to retain
such records in the manner and for the statutory periods provided in the
various Canadian provincial or federal statutes and regulations which apply to
such Canadian Lender.


(6)  Execution of Bankers’
Acceptances and BA Equivalent Notes. 
Drafts of the Canadian Borrower to be accepted as Bankers’ Acceptances
and BA Equivalent Notes hereunder shall be duly executed on behalf of the
Canadian Borrower.  Notwithstanding that
any person whose signature appears on any Bankers’ Acceptance or BA Equivalent
Note as a signatory for the Canadian Borrower may no longer be an authorized
signatory for the Canadian Borrower at the date of issuance of a Bankers’
Acceptance or advance of a BA Equivalent Loan, such signature shall
nevertheless be valid and sufficient for all purposes as if such authority had
remained in force at the time of such issuance or advance, and any such Bankers’
Acceptance or BA Equivalent Note so signed shall be binding on the Canadian
Borrower.


(7)  Issuance of Bankers’
Acceptances or BA Equivalent Note. 
Promptly following receipt of a notice of borrowing by way of Bankers’
Acceptances or BA Equivalent Loans, the Canadian Administrative Agent shall so
advise the Canadian Lenders and shall advise each Canadian Lender of the face
amount of each Draft to be accepted by it or BA Equivalent Loan to be made by
it and the term thereof.  The aggregate face
amount of Drafts to be accepted or BA Equivalent Loans to be made by a Canadian
Lender shall be determined by the Canadian Administrative Agent on a pro rata
basis by reference to the respective Canadian Commitments of the Canadian
Lenders, except that, if the face amount of a Draft or BA Equivalent Loans
which would otherwise be accepted by a Canadian Lender would not be C$100,000
or a whole multiple thereof, such face amount shall be increased or reduced by
the Canadian Administrative Agent in its sole and unfettered discretion to the
nearest whole multiple of C$100,000.


(8)  Acceptance of Bankers’
Acceptances.  Each Draft to be
accepted by a Canadian Lender shall be accepted at such Canadian Lender’s
Canadian Lending Office.


(9)  Purchase of Bankers’
Acceptances/Advance of BA Equivalent Loan. 
Each Canadian Lender shall be required to purchase (subject to the
commercial availability of a resale market in the case of Bankers’ Acceptances
with a term of approximately 30, 60, 90 or 180 days, as the case may be) from
the Canadian Borrower on the Borrowing Date (Canada), at the Applicable BA
Discount Rate, the Bankers’ Acceptances accepted by it on such date or to
advance the subject BA Equivalent Loan and to provide to the Canadian
Administrative Agent the BA Discount Proceeds thereof not later than 12:00
Noon, Toronto time, on such Borrowing Date (Canada) for the account of the
Canadian Borrower.  The Acceptance Fee
payable by the Canadian Borrower to such Canadian Lender under subsection
2.3(e) in respect of each Bankers’ Acceptance accepted and purchased by such
Canadian Lender from the Canadian Borrower or each BA Equivalent Loan made by
such Canadian Lender to the Canadian Borrower shall be set off against



 9
 









the BA Discount Proceeds payable by such Canadian Lender under this
subsection 2.3(b)(9).  Not later than
2:00 P.M., Toronto time, on such Borrowing Date (Canada), the Canadian
Administrative Agent shall make such BA Discount Proceeds available to the
Canadian Borrower by wire transfer of such funds to an account designated by
the Canadian Borrower with the aggregate of the amounts made available to the
Canadian Administrative Agent by the Canadian Lenders and in like funds as
received by the Canadian Administrative Agent.


(10)  Sale of Bankers’
Acceptances.  Each Canadian Lender
may at any time and from time to time hold, sell, rediscount or otherwise
dispose of any or all Bankers’ Acceptances accepted and purchased by it.


(11)  Waiver of Presentment and
Other Conditions.  To the extent
permitted by applicable law, the Canadian Borrower waives presentment for
payment and any other defense to payment of any amounts due to a Canadian
Lender in respect of a Bankers’ Acceptance accepted by it or BA Equivalent Note
issued to it pursuant to this Agreement which might exist solely by reason of
such Bankers’ Acceptance or BA Equivalent Note being held, at the maturity
thereof, by such Canadian Lender in its own right, and the Canadian Borrower
agrees not to claim any days of grace if such Canadian Lender as holder sues
the Canadian Borrower on the Bankers’ Acceptances or BA Equivalent Notes for
payment of the amount payable by the Canadian Borrower thereunder.


(c)  The
Canadian Borrower shall reimburse each Canadian Lender for, and there shall
become due and payable at 10:00 A.M., Toronto time, on the maturity date
for each Bankers’ Acceptance or BA Equivalent Note , an amount in Canadian
Dollars in same day funds equal to the face amount of such Bankers’ Acceptance
or BA Equivalent Note.  The Canadian
Borrower shall make each such reimbursement payment (i) by causing any
proceeds of a Refunding Bankers’ Acceptance or Refunding BA Equivalent Note (as
such terms are defined in subsection 2.3(d) below) issued in accordance with
subsection 2.3(d) or conversion of such Bankers’ Acceptance or BA Equivalent
Loan in accordance with subsection 2.4 to be applied in reduction of such
reimbursement payment; and (ii) by depositing the amount of such
reimbursement payment (or any portion thereof remaining unpaid after
application of any proceeds referred to in clause (i)) with the Canadian
Administrative Office in accordance with subsection 3.7.  The Canadian Borrower’s payment in accordance
with this subsection shall satisfy its obligations under any Bankers’
Acceptance or BA Equivalent Loan to which it relates, and the Canadian Lender
which has accepted such Bankers’ Acceptance shall thereafter be solely
responsible for the payment of such Bankers’ Acceptance.


(d)  The
Canadian Borrower shall give irrevocable written or telephonic notice (in the
case of telephonic notice, to be promptly confirmed in writing) (or such other
method of notification as may be agreed upon between the Canadian
Administrative Agent and the Canadian Borrower) to the Canadian Administrative
Agent at or before 10:00 A.M., Toronto time, two Business Days (Canada) prior
to the maturity date of each Bankers’ Acceptance or BA Equivalent Note of the
Canadian Borrower’s intention to issue a Bankers’ Acceptance or BA Equivalent
Note, respectively, on such maturity date (a “Refunding Bankers’ Acceptance”
or a “Refunding BA Equivalent Note”, respectively) to provide for the
payment of such maturing Bankers’ Acceptance or BA Equivalent Note (it being
understood that payments by the Canadian



 10
 









Borrower and fundings by the Canadian Lenders
in respect of each maturing Bankers’ Acceptance or BA Equivalent Note and the
related Refunding Bankers’ Acceptance or Refunding BA Equivalent Note shall be
made on a net basis reflecting the difference between the face amount of such
maturing Bankers’ Acceptance or BA Equivalent Note and the BA Discount Proceeds
(net of the applicable Acceptance Fee) of such Refunding Bankers’ Acceptance or
Refunding BA Equivalent Note).  If the
Canadian Borrower fails to give such notice or does not have sufficient funds
on deposit in the amount of reimbursement payment in accordance with subsection
2.3(c)(ii), the Canadian Borrower shall be deemed to have requested that such
maturing Bankers’ Acceptances or BA Equivalent Note be repaid with the proceeds
of C$ Prime Loans (without any requirement to give notice with respect
thereto), commencing on the maturity date of such maturing Bankers’ Acceptances
or BA Equivalent Note.


(e)  An
Acceptance Fee shall be payable by the Canadian Borrower to each Canadian
Lender in advance (in the manner specified in subsection 2.3(b)(9) hereof) upon
the issuance of a Bankers’ Acceptance to be accepted by such Canadian Lender or
a BA Equivalent Loan to be advanced by such Canadian Lender calculated at the
rate per annum equal to the Applicable Margin for Canadian Borrowing, such
Acceptance Fee to be calculated on the face amount of such Bankers’ Acceptance
or such BA Equivalent Loan and to be computed on the basis of the number of
days in the term of such Bankers’ Acceptance or such BA Equivalent Loan and a
year of 365 days.


(f)  In
the event that the Loans and the Reimbursement Obligations shall be declared or
become immediately due and payable on any date of maturity or pursuant to
Section 10.01 of the Credit Agreement, the Canadian Borrower shall, forthwith,
without any demand or the taking of any action by the Canadian Administrative
Agent, provide cover for all outstanding Bankers’ Acceptances and BA Equivalent
Loans by paying to the Canadian Administrative Agent immediately available
funds in an amount equal to the then aggregate face amount of all outstanding
Bankers’ Acceptances and BA Equivalent Loans, which funds shall be held by the
Canadian Administrative Agent in an account as collateral security, and in
addition to any other rights or remedies of any Canadian Lender and the
Canadian Administrative Agent hereunder, any Canadian Lender or the Canadian
Administrative Agent (or such alternate arrangement as may be agreed upon by
the Canadian Borrower and such Canadian Lender or the Canadian Administrative Agent,
as applicable) shall be entitled to deposit and retain in an account to be
maintained by the Canadian Administrative Agent (bearing interest at the
Canadian Administrative Agent’s rates as may be applicable in respect of other
deposits of similar amounts for similar terms), for the ratable benefit of the
Canadian Lenders, amounts which are received by such Canadian Lender or the
Canadian Administrative Agent from the Canadian Borrower hereunder or as
proceeds of the exercise of any rights or remedies of any Canadian Lender or
the Canadian Administrative Agent hereunder against the Canadian Borrower, to
the extent such amounts may be required to satisfy any contingent or unmatured
obligations or liabilities of the Canadian Borrower to the Canadian Lenders or
the Canadian Administrative Agent, or any of them hereunder.


2.4.      Conversion
Option.  Subject to the provisions of
this Agreement, the Canadian Borrower may, prior to the Commitment Termination
Date, effective on any Business Day (Canada), convert, in whole or in part, C$
Prime Loans into Bankers’ Acceptances or BA Equivalent Loans or vice versa upon
giving to the Canadian Administrative Agent prior



 11
 









irrevocable written or telephonic notice (in the case
of telephonic notice, to be promptly confirmed in writing) within the notice
period and in the form which would be required to be given to the Canadian
Administrative Agent in respect of the category of C$ Loan into which the
outstanding C$ Loan is to be converted in accordance with the provisions of subsection 2.2
or 2.3, as applicable, provided that:


(a)                                  no
C$ Prime Loan may be converted into a Bankers’ Acceptance or a BA Equivalent
Loan when any Event of Default has occurred and is continuing;


(b)                                 each
conversion to Bankers’ Acceptances or BA Equivalent Loans shall be for an
aggregate amount of C$1,000,000 (and whole multiples of C$100,000 in excess
thereof), and each conversion to C$ Prime Loans shall be in a minimum aggregate
amount of C$300,000; and


(c)                                  Bankers’
Acceptances and BA Equivalent Loans may be converted only on the maturity date
of such Bankers’ Acceptances and BA Equivalent Loans and, provided that,
if less than all Bankers’ Acceptances and BA Equivalent Loans are converted,
then after such conversion not less than C$1,000,000 (and whole multiples of
C$100,000 in excess thereof) shall remain as Bankers’ Acceptances or BA
Equivalent Loans.


2.5.      Circumstances
Making Bankers’ Acceptances and BA Equivalent Loans Unavailable.


(a)  If
the Canadian Administrative Agent determines in good faith, which determination
shall be final, conclusive and binding upon the Canadian Borrower, and notifies
the Canadian Borrower that, by reason of circumstances affecting the money
market, there is no market for Bankers’ Acceptances, then:


(i)  the right of the Canadian
Borrower to request a borrowing by way of Bankers’ Acceptance or BA Equivalent
Loans shall be suspended until the Canadian Administrative Agent determines
that the circumstances causing such suspension no longer exist and the Canadian
Administrative Agent so notifies the Canadian Borrower; and


(ii)  any notice relating to a
borrowing by way of Bankers’ Acceptance or BA Equivalent Loans which is
outstanding at such time shall be deemed to be a notice requesting a borrowing
by way of C$ Prime Loans (all as if it were a notice given pursuant to
subsection 2.2).


(b)  The
Canadian Administrative Agent shall promptly notify the Canadian Borrower and
the Canadian Lenders of the suspension of the Canadian Borrower’s right to
request a borrowing by way of Bankers’ Acceptance or BA Equivalent Loans and of
the termination of such suspension.


2.6.      Designation
of Borrowings.  The Company and the
Canadian Borrower shall give notice to each of the Canadian Administrative
Agent (on or prior to the date which is five



 12
 









(5) Business Days (Canada) prior to the first day of
each month) and the Administrative Agent (on or prior to the date which is five
(5) Business Days prior to the first day of each month), respectively, of the
aggregate Canadian Commitment and the aggregate US$-Canadian Commitment to be
available during such month (the “US-Canadian Allocation”), and the
Canadian Administrative Agent and the Administrative Agent shall promptly
notify the Canadian Lenders and the US$-Canadian Lenders, respectively,
thereof. With the consent of each of the US$-Canadian Lenders, the Canadian
Lenders, the Administrative Agent and the Canadian Administrative Agent (as
evidenced in a manner satisfactory to the Administrative Agent), the Company
and the Canadian Borrower may modify the then-current US-Canadian Allocation
for any period and subject to any notice as they may request; and in the event
of a failure by the Company and the Canadian Borrower to give a timely notice
as to the US-Canadian Allocation for any month, the US-Canadian Allocation for
the immediately preceding month shall continue in effect.  The Company and the Canadian Borrower agree
that at no time during such month shall the aggregate principal amount of the
C$ Loans, together with the amount of Letter of Credit Liabilities outstanding
under the Canadian Commitments, exceed the aggregate Canadian Commitment
specified in such notice, nor shall the aggregate principal amount of the
US$-Canadian Loans exceed the aggregate US$-Canadian Commitment specified in
such notice, and in no event shall the aggregate of the Dollar Equivalent of
the Canadian Commitments and the US$-Canadian Commitments exceed
US$250,000,000.  Each Canadian Lender
acknowledges that some or all of its US$-Canadian Commitment may be allocated
from time to time under this subsection 2.6 to the Company.   Each Canadian Lender that is a “United
States person” (as such term is defined in Section 7701(a)(30) of the Code)
shall, subject to the terms and conditions of this agreement, fulfill such
US$-Canadian Commitment to the Company, but nothing herein shall obligate a
Canadian Lender that is not such a “United States person” to lend money to the
Company; provided that a Canadian Lender that is not such a “United
States person” shall designate in writing to the Administrative Agent on the
Effective Date, and otherwise from time to time, a Related Affiliate of such
Canadian Lender that is either such a “United States person” or is a Non-U.S.
Lender that has fulfilled the requirements of Section 5.08 of the Credit
Agreement and thereafter shall, subject to the terms and conditions of this
Agreement, cause such Related Affiliate to fulfill the US$-Canadian Commitment
to the Company.


2.7.      Fees.  The Canadian Borrower shall pay to the
Canadian Administrative Agent for the account of each Canadian Lender
commitment fees in Canadian Dollars on the daily average unused amount of such
Canadian Lender’s Canadian Commitment (for which purpose, the aggregate amount
of any Bankers’ Acceptance liabilities and BA Equivalent Loans shall be deemed
to be a pro  rata (based on the Canadian Commitments) use of each
Canadian Lender’s Canadian Commitment and the daily average used amount of each
Canadian Lender’s Canadian Commitment shall be determined after taking into
account its outstanding C$ Loans and outstanding Letter of Credit Liabilities
under the Canadian Commitments) for the period from the Effective Date to and
including the earlier of the date the Canadian Commitments are terminated and
the Commitment Termination Date, at a rate per annum equal to the Applicable
Commitment Fee Rate in effect from time to time. Accrued commitment fees under
this subsection 2.7 shall be payable on the Quarterly Dates and on the earlier
of the date the Canadian Commitments are terminated and the Scheduled Revolving
Credit Commitment Termination Date. The Canadian Borrower shall pay to the
Canadian Administrative Agent on the Effective Date, syndication, agency and
additional commitment fees in the amounts heretofore mutually



 13
 









agreed in writing. The Canadian Borrower shall pay to
the Canadian Administrative Agent on the Effective Date and on each anniversary
thereof, so long as any of the Canadian Commitments are in effect and until
payment in full of all C$ Loans hereunder, all interest thereon and all other
amounts payable hereunder, and an annual agency fee in the amount heretofore
mutually agreed in writing.


2.8.      Canadian
Letters of Credit.  Subject to the
terms and conditions of this Agreement, the Canadian Commitments may be
utilized, upon the request of the Canadian Borrower, in addition to the Loans
provided for by subsection 2.2 hereof, by the issuance by the Canadian Issuing
Bank of standby letters of credit (“Canadian Letters of Credit”) for the
account of the Canadian Borrower, provided that in no event shall (i)
the aggregate amount of all Letter of Credit Liabilities under the Canadian
Commitments, together with the aggregate outstanding principal amount of the C$
Loans, exceed the aggregate amount of the Canadian Commitments as in effect
from time to time and (ii) the expiration date of any Canadian Letter of Credit
extend beyond the earlier of the Commitment Termination Date and the date one
year following the issuance of such Canadian Letter of Credit (provided that
any Canadian Letter of Credit with a one-year tenor may provide for the renewal
thereof for additional one-year periods, which periods shall in any event not
extend beyond the Commitment Termination Date). 
Prior to the issuance of any Canadian Letter of Credit, the Administrative
Agent shall have first determined, and advised the relevant Canadian Issuing
Bank, that the requested amount of Canadian Letters of Credit shall be
available under the Canadian Commitments


The following additional
provisions shall apply to Canadian Letters of Credit:


(a)  The
Canadian Borrower shall give the Canadian Administrative Agent at least three
Business Days’ irrevocable prior notice (effective upon receipt) specifying the
Business Day (which shall be no later than 5 days preceding the Commitment
Termination Date) on which each Canadian Letter of Credit is to be issued and
the account party or parties therefor and describing in reasonable detail the
proposed terms of such Canadian Letter of Credit (including the beneficiary
thereof) and the nature of the transactions or obligations proposed to be
supported thereby.  Upon receipt of any
such notice, the Canadian Administrative Agent shall determine the amount of
Letters of Credit that are available under the Canadian Commitments and advise
the Canadian Issuing Bank of the contents thereof.  The Canadian Issuing Bank shall notify the
Canadian Administrative Agent of the issuance of any Canadian Letter of Credit
and of any drawing thereunder or termination or expiry thereof.


(b)  On
each day during the period commencing with the issuance by the Canadian Issuing
Bank of any Canadian Letter of Credit and until such Canadian Letter of Credit
shall have expired or been terminated, the Canadian Commitment of each Canadian
Lender shall be deemed to be utilized for all purposes of this Agreement in an
amount equal to such Canadian Lender’s C$ Commitment Percentage of the then
undrawn stated amount of such Canadian Letter of Credit. Each Canadian Lender
(other than the Canadian Issuing Bank) agrees that, upon the issuance of any
Canadian Letter of Credit hereunder, it shall automatically acquire a
participation in the Canadian Issuing Bank’s rights and obligations under such
Canadian Letter of Credit in an amount equal to such Canadian Lender’s C$ Commitment
Percentage of such rights and obligations, and each Canadian Lender (other than
the Canadian Issuing Bank) thereby shall automatically absolutely,
unconditionally and irrevocably assume, as primary obligor and



 14
 









not as surety, and be unconditionally obligated
to the Canadian Issuing Bank to pay and discharge when due, its C$ Commitment
Percentage of the Canadian Issuing Bank’s obligation to pay drawings under such
Canadian Letter of Credit.


(c)  Upon
receipt from the beneficiary of any Canadian Letter of Credit of any demand for
payment under such Canadian Letter of Credit, the Canadian Issuing Bank shall
promptly notify the Canadian Borrower (through the Canadian Administrative
Agent) of the amount to be paid by the Canadian Issuing Bank as a result of
such demand and the date on which payment is to be made by the Canadian Issuing
Bank to such beneficiary in respect of such demand. Notwithstanding the
identity of the account party of any Canadian Letter of Credit, the Canadian
Borrower hereby unconditionally agrees to pay and reimburse the Canadian
Administrative Agent for account of the Canadian Issuing Bank for the amount of
each demand for payment under such Canadian Letter of Credit that is in
substantial compliance with the provisions of such Canadian Letter of Credit at
or prior to the date on which payment is to be made by the Canadian Issuing
Bank to the beneficiary thereunder, without presentment, demand, protest or
other formalities of any kind.


(d)  Forthwith
upon its receipt of a notice referred to in paragraph (c) of this subsection
2.8, the Canadian Borrower shall advise the Canadian Administrative Agent
whether or not the Canadian Borrower intends to borrow by way of C$ Prime Loans
hereunder to finance its obligation to reimburse the Canadian Issuing Bank for
the amount of the related demand for payment and, if it does, submit a notice
of such borrowing as provided in Section 5.05 of the Credit Agreement.


(e)  Each
Canadian Lender shall pay to the Canadian Administrative Agent for account of the
Canadian Issuing Bank at the Canadian Administrative Office in Canadian Dollars
and in immediately available funds the amount of such Canadian Lender’s C$
Commitment Percentage of any payment under a Canadian Letter of Credit upon
notice by the Canadian Issuing Bank (through the Canadian Administrative Agent)
to such Canadian Lender requesting such payment and specifying such amount.
Each such Canadian Lender’s obligation to make such payment to the Canadian
Administrative Agent for account of the Canadian Issuing Bank under this
paragraph (e), and the Canadian Issuing Bank’s right to receive the same, shall
be absolute and unconditional and shall not be affected by any circumstance
whatsoever (other than gross negligence or wilful misconduct of the Canadian
Issuing Bank), including, without limitation, the failure of any other Canadian
Lender to make its payment under this paragraph (e), the financial condition of
the Company or the Canadian Borrower (or any other account party), any failure
to satisfy any condition precedent to any Loan, the existence of any Default or
the termination of the Commitments. Each such payment to the Canadian Issuing
Bank shall be made without any offset, abatement, withholding or reduction
whatsoever. If any Canadian Lender shall default in its obligation to make any
such payment to the Canadian Administrative Agent for account of the Canadian
Issuing Bank, for so long as such default shall continue the Canadian
Administrative Agent may at the request of the Canadian Issuing Bank withhold
from any payments received by the Canadian Administrative Agent under this
Agreement for account of such Canadian Lender the amount so in default and, to
the extent so withheld, pay the same to the Canadian Issuing Bank in
satisfaction of such defaulted obligation.



 15















(f)  Upon the making of each payment by a Canadian Lender to
the Canadian Issuing Bank pursuant to paragraph (e) above in respect of any
Canadian Letter of Credit, such Canadian Lender shall, automatically and
without any further action on the part of the Canadian Administrative Agent,
the Canadian Issuing Bank or such Canadian Lender, acquire (i) a participation
in an amount equal to such payment in the Reimbursement Obligation owing to the
Canadian Issuing Bank hereunder and under the Canadian Letter of Credit
Documents relating to such Letter of Credit and (ii) a participation in a
percentage equal to such Canadian Lender’s C$ Commitment Percentage in any
interest or other amounts payable by the Canadian Borrower hereunder and under
such Letter of Credit Documents in respect of such Reimbursement Obligation
(other than the commissions, charges, costs and expenses payable to the
Canadian Issuing Bank pursuant to paragraph (g) of this subsection 2.8). Upon
receipt by the Canadian Issuing Bank from or for account of the Canadian
Borrower of any payment in respect of any Reimbursement Obligation or any such
interest or other amount (including by way of setoff or application of proceeds
of any collateral security) the Canadian Issuing Bank shall promptly notify the
Canadian Administrative Agent of such receipt and pay to the Canadian
Administrative Agent for account of each Canadian Lender entitled thereto such
Canadian Lender’s C$ Commitment Percentage of such payment, each such payment
by the Canadian Issuing Bank to be made in the same money and funds in which
received by the Canadian Issuing Bank. In the event any payment received by the
Canadian Issuing Bank and so paid to the Canadian Lenders hereunder is
rescinded or must otherwise be returned by the Canadian Issuing Bank, each
Canadian Lender shall, upon the request of the Canadian Issuing Bank (through
the Canadian Administrative Agent), repay to the Canadian Issuing Bank (through
the Canadian Administrative Agent) the amount of such payment paid to such Canadian
Lender, with interest at the rate specified in paragraph (j) of this subsection
2.8.


(g)  The Canadian Borrower shall pay to the Canadian
Administrative Agent for account of the Canadian Lenders (ratably in accordance
with their respective C$ Commitment Percentages) a letter of credit fee in
Canadian Dollars in respect of each Canadian Letter of Credit in an amount
equal to the Applicable L/C Percentage of the daily average undrawn stated
amount of such Canadian Letter of Credit for the period from and including the
date of issuance of such Canadian Letter of Credit (i) in the case of a
Canadian Letter of Credit that expires in accordance with its terms, to and
including such expiration date and (ii) in the case of a Canadian Letter of
Credit that is drawn in full or is otherwise terminated other than on the
stated expiration date of such Canadian Letter of Credit, to but excluding the
date such Canadian Letter of Credit is drawn in full or is terminated (such fee
to be non-refundable, to be paid in arrears on each Quarterly Date and on
the Commitment Termination Date and on the date of expiry or termination or
full utilization of such Canadian Letter of Credit and to be calculated for any
day after giving effect to any payments made under such Canadian Letter of
Credit on such day). In addition, the Canadian Borrower shall pay to the
Canadian Issuing Bank a fronting fee in Canadian Dollars in respect of each
Canadian Letter of Credit in an amount equal to a percentage per annum to be
agreed upon of the daily average undrawn stated amount of such Canadian Letter
of Credit for the period from and including the date of issuance of such
Canadian Letter of Credit (i) in the case of a Canadian Letter of Credit that
expires in accordance with its terms, to and including such expiration date and
(ii) in the case of a Canadian Letter of Credit that is drawn in full or is
otherwise terminated other than on the stated expiration date of such Canadian
Letter of Credit, to but excluding the date such Canadian Letter of Credit is
drawn in full or is terminated (such fee to be non-refundable, to be paid
in arrears on each Quarterly Date and on 



 16
 









the Commitment
Termination Date and to be calculated for any day after giving effect to any
payments made under such Canadian Letter of Credit on such day) plus all
commissions, charges, costs and expenses in the amounts customarily charged by
the Canadian Issuing Bank from time to time in like circumstances with respect
to the issuance of each Canadian Letter of Credit and drawings and other
transactions relating thereto.


(h)  Promptly following the end of each calendar month, the
Canadian Issuing Bank shall deliver (through the Canadian Administrative Agent)
to each Canadian Lender and the Canadian Borrower a notice describing the
aggregate amount of all Canadian Letters of Credit outstanding at the end of
such month. Upon the request of any Canadian Lender from time to time, the
Canadian Issuing Bank shall deliver any other information reasonably requested
by such Canadian Lender with respect to each Canadian Letter of Credit then
outstanding.


(i)  The issuance by the Canadian Issuing Bank of each
Canadian Letter of Credit shall, in addition to the conditions precedent set
forth in Section 7 of the Credit Agreement, be subject to the conditions
precedent that (i) such Canadian Letter of Credit shall be in such form,
contain such terms and support such transactions as shall be satisfactory to
the Canadian Issuing Bank consistent with its then current practices and
procedures with respect to letters of credit of the same type, (ii) such
Canadian Letter of Credit shall be denominated in Canadian Dollars and (iii)
the Canadian Borrower shall have executed and delivered such applications,
agreements and other instruments relating to such Canadian Letter of Credit as
the Canadian Issuing Bank shall have reasonably requested consistent with its
then current practices and procedures with respect to letters of credit of the
same type, provided that in the event of any conflict between any such
application, agreement or other instrument and the provisions of this Agreement
or any Security Document, the provisions of this Agreement and the Security
Documents shall control.


(j)  To the extent that any Canadian Lender shall fail to pay
any amount required to be paid pursuant to paragraph (e) or (f) of this
subsection 2.8 on the due date therefor, such Canadian Lender shall pay
interest to the Canadian Issuing Bank (through the Canadian Administrative
Agent) on such amount from and including such due date to but excluding the
date such payment is made at the rate determined by the Canadian Administrative
Agent in its discretion as the appropriate rate for interbank settlements, provided
that if such Canadian Lender shall fail to make such payment to the Canadian
Issuing Bank within three Business Days of such due date, then, retroactively
to the due date, such Canadian Lender shall be obligated to pay interest on
such amount at the rate then payable by the Canadian Borrower on such amount.


(k)  The issuance by the Canadian Issuing Bank of any
modification or supplement to any Canadian Letter of Credit hereunder shall be
subject to the same conditions as are applicable under this subsection 2.8 to
the issuance of new Canadian Letters of Credit, and no such modification or
supplement shall be issued hereunder unless either (i) the respective Canadian
Letter of Credit affected thereby would have complied with such conditions had
it originally been issued hereunder in such modified or supplemented form or (ii)
each Canadian Lender shall have consented thereto.


The Company and the Canadian Borrower hereby jointly
and severally indemnify and hold harmless each Canadian Lender (including the
Canadian Issuing Bank and the Canadian Administrative Agent) from and against
any and all claims and damages, losses, 



 17
 









liabilities, costs or expenses that such Canadian
Lender or the Canadian Administrative Agent may incur (or that may be claimed
against such Canadian Lender or the Canadian Administrative Agent by any Person
whatsoever) by reason of or in connection with the execution and delivery or
transfer of or payment or refusal to pay by the Canadian Issuing Bank under any
Canadian Letter of Credit; provided that the Company and the Canadian
Borrower shall not be required to indemnify any Canadian Lender or the Canadian
Administrative Agent for any claims, damages, losses, liabilities, costs or
expenses to the extent, but only to the extent, caused by (x) the willful
misconduct or gross negligence of the Canadian Issuing Bank in determining
whether a request presented under any Canadian Letter of Credit complied with
the terms of such Canadian Letter of Credit or (y) in the case of the Canadian
Issuing Bank, its failure to pay under any Canadian Letter of Credit after the
presentation to it of a request strictly complying with the terms and
conditions of such Canadian Letter of Credit. Nothing in this subsection 2.8 is
intended to limit the other obligations of the Company, Canadian Borrower, any
Canadian Lender or the Canadian Administrative Agent under this Agreement.


2.9.  Canadian Swingline Loans.  (a) The Swingline Lender agrees to make a
portion of the credit otherwise available to the Canadian Borrower under the
Canadian Commitments from time to time during the Commitment Period by making
swing line loans (“Canadian Swingline Loans”) to the Canadian Borrower
in an aggregate principal amount at any one time outstanding up to but not
exceeding the amount of the Canadian Swingline Commitment (notwithstanding that
the Canadian Swingline Loans outstanding at any time, when aggregated with the
Canadian Swingline Lender’s other outstanding Revolving Loans, may exceed the
Canadian Swingline Commitment then in effect), provided that in no event shall
the aggregate outstanding principal amount of all C$ Loans and Canadian
Swingline Loans, together with the aggregate amount of all Letter of Credit
Liabilities under the Canadian Commitments outstanding, exceed the aggregate
amount of the Canadian Commitments as in effect from time to time.  During the Commitment Period, the Canadian
Borrower may use the Canadian Swingline Commitment by borrowing, repaying and
reborrowing, all in accordance with the terms and conditions hereof.  Canadian Swingline Loans shall be either
Eurocurrency Loans, Canadian Prime Rate Loans or Agreed Rate Loans and the
Interest Period with respect to such Eurocurrency Loans, Canadian Prime Rate
Loans or Agreed Rate Loans shall be as agreed upon by the Canadian Swingline
Lender.  For purposes of calculating the
commitment fee payable in respect of the Canadian Commitments under Section
2.03 of the Credit Agreement, the Canadian Swingline Loans shall not be treated
as usage of the Canadian Commitments. 
Canadian Swingline Loans shall be denominated only in Canadian Dollars.


(b)  Whenever the Canadian Borrower
desires that the Swingline Lender make Swingline Loans it shall give the
Swingline Lender irrevocable telephonic notice confirmed promptly in writing
(which telephonic notice must be received by the Swingline Lender not later
than 11:00 a.m., Toronto time, on the proposed Borrowing Date), specifying (i)
the amount to be borrowed and (ii) the requested Borrowing Date (which shall be
a Business Day during the Commitment Period). 
Each borrowing under the Swingline Commitment shall be in an amount
approximately equal to the Dollar Equivalent thereof or otherwise acceptable to
the Canadian Swingline Lender.  Not later
than 3:00 p.m., Toronto time, on the Borrowing Date specified in a notice in
respect of Swingline Loans, the Swingline Lender shall make available to the
Canadian Administrative Agent at the Applicable Lending Office an amount in
immediately available funds equal to the amount of the Swingline Loan to be
made by the Swingline Lender.  The 



 18
 









Canadian Administrative Agent shall make the proceeds of such Swingline
Loan available to the Canadian Borrower on such Borrowing Date by depositing
such proceeds in the account of the Canadian Borrower with the Canadian
Administrative Agent on such Borrowing Date in immediately available funds.


(c)  The Swingline Lender, at any
time and from time to time in its sole and absolute discretion may, on behalf
of the Canadian Borrower (which hereby irrevocably directs the Swingline Lender
to act on its behalf), on one Business Day’s notice given by the Swingline
Lender no later than 11:00 a.m. Toronto time, request each Canadian Lender to
make, and each Canadian Lender hereby agrees to make, a C$ Loan, in an amount
equal to such Canadian Lender’s US$-Canadian Commitment Percentage of the
aggregate amount of the Canadian Swingline Loans (the “Refunded Canadian
Swingline Loans”) outstanding on the date of such notice, to repay the
Swingline Lender.  Each Canadian Lender
shall make the amount of such C$ Loan available to the Canadian Administrative
Agent at the Applicable Lending Office in immediately available funds, not
later than 10:00 a.m., Toronto time, one Business Day after the date of such
notice.  The proceeds of such C$ Loans shall
be immediately made available by the Canadian Administrative Agent to the
Swingline Lender for application by the Swingline Lender to the repayment of
the Refunded Canadian Swingline Loans. 
The Canadian Borrower irrevocably authorizes the Swingline Lender, on
one Business Day’s notice given by the Swingline Lender no later than 11:00
Noon, Toronto time, to charge the Canadian Borrower’s accounts with the
Canadian Administrative Agent (up to the amount available in each such account)
in order to pay the amount of such Refunded Canadian Swingline Loans to the
extent amounts received from the Canadian Lenders are not sufficient to repay
in full such Refunded Canadian Swingline Loans.


(d)  If
prior to the time a C$ Loan would have otherwise been made pursuant to Section
2.9(c), one of the events described in Section 10.01(f) of the Credit Agreement
shall have occurred and be continuing with respect to the Company or the
Canadian Borrower or if for any other reason, as determined by the Swingline
Lender in its sole discretion, C$ Loans may not be made as contemplated by
Section 2.9(c), each Canadian Lender shall, on the date such C$ Loan was to
have been made pursuant to the notice referred to in Section 2.9(c), purchase
for cash an undivided participating interest in the then outstanding Canadian Swingline
Loans by paying to the Swingline Lender an amount (the “Canadian Swingline
Participation Amount”) equal to (i) such Canadian Lender’s US$-Canadian
Commitment Percentage times (ii) the sum of the aggregate principal amount of
Canadian Swingline Loans then outstanding that were to have been repaid with
such C$-Canadian Loans.


(e)  Whenever,
at any time after the Swingline Lender has received from any Canadian Lender
such Lender’s Canadian Swingline Participation Amount, the Swingline Lender
receives any payment on account of the Canadian Swingline Loans, the Swingline
Lender will distribute to such Lender its Canadian Swingline Participation
Amount (appropriately adjusted, in the case of interest payments, to reflect
the period of time during which such Lender’s participating interest was
outstanding and funded and, in the case of principal and interest payments, to
reflect such Lender’s pro rata portion of such payment if such payment is not
sufficient to pay the principal of and interest on all Swingline Loans then
due); provided, however, that in the event that such payment
received by the Swingline Lender is



 19
 









required to be returned, such Canadian Lender
will return to the Swingline Lender any portion thereof previously distributed
to it by the Swingline Lender.


SECTION 3.  GENERAL
PROVISIONS


3.1.  Repayment
of Loans; Evidence of Debt.  The
Canadian Borrower hereby unconditionally promises to pay to the Canadian
Administrative Agent for the account of each Canadian Lender the then unpaid
principal amount of each C$ Loan of such Canadian Lender on the Commitment
Termination Date (or such earlier date on which the C$ Loans become due and
payable pursuant to Section 10 of the Credit Agreement).  The Canadian Borrower hereby further agrees
to pay interest on the unpaid principal amount of the C$ Loans from time to
time outstanding from the date hereof until payment in full thereof at the
rates per annum, and on the dates, set forth in subsection 3.5 hereof.


3.2.  C$
Notes.  The Canadian Borrower, upon
receipt of written notice from the relevant Canadian Lender, agrees to issue a
C$ Note to any Canadian Lender (each, a “C$ Note”) in substantially the
form of Exhibit B to this Annex A, dated the Effective Date, payable to such
Canadian Lender in a principal amount equal to the Canadian Commitment of such
Canadian Lender as in effect on the Effective Date and otherwise duly
completed.  Each Canadian Lender is
hereby authorized by the Canadian Borrower to endorse on the schedule (or a
continuation thereof) attached to each C$ Note of such Canadian Lender, to the
extent applicable, the date and amount for each C$ Prime Loan made by such
Canadian Lender to the Canadian Borrower hereunder, and the date and amount of
each payment or prepayment of principal of such C$ Loan received by such
Canadian Lender, provided that any failure by such Canadian Lender to make any
such endorsement shall not affect the obligations of the Canadian Borrower
under such C$ Note or hereunder in respect of such C$ Prime Loan.


3.3.  Termination
or Reduction of Commitments.


(a)  The Canadian Commitments shall terminate on the
Commitment Termination Date.


(b)  The Canadian Borrower shall have the right to terminate
or reduce the unused Canadian Commitments at any time or from time to time to an
amount not less than the aggregate principal amount of the C$ Prime Loans,
Bankers’ Acceptances and BA Equivalent Loans outstanding, together with the
aggregate amount of all Letter of Credit Liabilities under the Canadian
Commitments outstanding, provided that (i) the Canadian Borrower shall
give no less than two Business Days’ (Canada) notice of each such termination
or reduction to the Canadian Administrative Agent and (ii) each partial
reduction shall be in an aggregate amount at least equal to C$1,000,000 and, if
greater, in integral multiples of C$100,000. 
Any termination of the Canadian Commitments shall be accompanied by
prepayment in full of all C$ Prime Loans together with accrued interest thereon
to the date of such prepayment, and by cash collateralization, but not
prepayment, of the Bankers’ Acceptances and BA Equivalent Loans on terms
satisfactory to the Canadian Administrative Agent.



 20
 









3.4.  Optional
and Mandatory Prepayments.


(a)  Optional Prepayments.  The Canadian Borrower shall have the right to
prepay the C$ Loans, in whole or in part, at any time or from time to time, provided
that the Canadian Borrower shall give the Canadian Administrative Agent at
least one Business Days’ (Canada) irrevocable notice of each such prepayment
specifying the date and amount of such prepayment.  Upon receipt of any such notice the Canadian
Administrative Agent shall promptly notify each Canadian Lender thereof.  If any such notice is given, the amount
specified in such notice shall be due and payable on the date specified
therein, together with any amounts payable pursuant to Section 12.04 of the
Credit Agreement.  Partial prepayments
shall be in an aggregate principal amount of C$1,000,000 or a whole multiple of
C$100,000 in excess thereof. 
Notwithstanding anything to the contrary above, C$ Loans consisting of
Bankers’ Acceptances or BA Equivalent Loans may not be prepaid pursuant to this
subsection.


(b)  Mandatory Prepayments.  (i)  If, at any time during the
Commitment Period, the aggregate principal amount of C$ Loans outstanding with
respect to all Canadian Lenders, together with the aggregate amount of all
Letter of Credit Liabilities under the Canadian Commitments outstanding,
exceeds the aggregate Canadian Commitments then in effect by more than 5% of
the aggregate principal amount of the Canadian Commitments then in effect, the
Canadian Borrower shall repay (on the same day upon which notice from the
Canadian Administrative Agent of such event is received by the Canadian
Borrower or, if such notice is received after 12:00 Noon, Toronto time, on the
next succeeding Business Day (Canada)) the C$ Loans (or, in the case of Bankers’
Acceptances, BA Equivalent Loans or Letter of Credit Liabilities outstanding
under the Canadian Commitments, cash collateralize such Bankers’ Acceptances,
BA Equivalent Loans or Letter of Credit Liabilities) in an aggregate principal
amount equal to such excess, together with interest accrued to the date of such
payment or prepayment.


(ii)  If
on any date, the Canadian Borrower or any Subsidiary of the Canadian Borrower
shall receive Net Cash Proceeds from any issuance subsequent to the Effective
Date of Indebtedness other than Indebtedness incurred pursuant to Section 9.08
of the Credit Agreement (it being understood that this subsection 3.4(b) shall
not constitute a waiver of any provision of said Section 9.08), then the
Canadian Borrower shall prepay the C$ Loans (or, in the case of Bankers’
Acceptances, BA Equivalent Loans or Letter of Credit Liabilities outstanding
under the Canadian Commitments, cash collateralize such Bankers’ Acceptances,
BA Equivalent Loans or Letter of Credit Liabilities) in an amount equal to such
Net Cash Proceeds (less any prepayment on account of the receipt of such Net
Cash Proceeds under Section 3.02(b) of the Credit Agreement), but the Canadian
Commitments shall not be subject to automatic reduction.


(c)  Application of Mandatory Prepayments.  To the extent that prepayment is required to
be made by the Canadian Borrower, such prepayment shall be applied to reduce
(ratably among the Canadian Lenders) such of the then outstanding C$ Loans (or,
in the case of Bankers’ Acceptances, BA Equivalent Loans or Letter of Credit
Liabilities outstanding under the Canadian Commitments, cash collateralization
of such Bankers’ Acceptances, BA Equivalent Loans or Letter of Credit
Liabilities on terms satisfactory to the Canadian Administrative Agent, which
cash collateral shall be invested in a manner satisfactory to the Canadian
Administrative Agent) as the Canadian Borrower shall determine in its sole
discretion.



 21
 









(d)  Notwithstanding anything to the contrary contained
above, (i) all prepayments of C$ Loans shall be made in Canadian Dollars and
(ii) all cash collateralization of Bankers’ Acceptances and BA Equivalent Loans
shall be made in Canadian Dollars.


3.5.  Interest
Rates and Payment Dates.


(a)  Subject to subsection 3.5(b) below, each C$ Prime Loan
shall bear interest at a rate per annum equal to the C$ Prime Rate plus the Applicable Margin for Canadian Borrowing.


(b)  The Canadian Borrower hereby promises to pay to the
Canadian Administrative Agent for account of each Canadian Lender interest at
the applicable Post-Default Rate (x) on any principal of any C$ Loan made
by such Canadian Lender and on any other amount payable by the Canadian
Borrower hereunder held by such Canadian Lender to or for account of such
Canadian Lender (but, if such amount is interest, only to the extent legally
enforceable), that shall not be paid in full when due (whether at stated maturity,
by acceleration, by mandatory prepayment or otherwise), for the period from and
including the due date thereof to but excluding the date the same is paid in
full and (y) during any period when an Event of Default shall have occurred
under Section 10.01(a) of the Credit Agreement and for so long as such Event of
Default shall be continuing, on any principal of any C$ Loan made by such
Canadian Lender.


(c)  Accrued interest on each C$ Prime Loan shall be
calculated monthly and payable quarterly in arrears, and in any event, upon the
payment or prepayment thereof, but only on the principal so paid or prepaid; provided
that interest payable after the occurrence of a Default at the Post-Default
Rate shall be payable from time to time on demand of the Canadian
Administrative Agent or the Canadian Lenders having at least 51% of the
aggregate amount of the Canadian Commitments. Promptly after the determination
of any interest rate provided for herein or any change therein, the Canadian
Administrative Agent shall notify the Canadian Lenders and the Canadian
Borrower thereof.


(d)  Interest in respect of C$ Prime Loans (and all other
amounts denominated in C$) shall be payable in C$ and shall be payable based
upon a year of 365 days.


(e)  (i)  If any provision of this Annex would
obligate any party to the Credit Agreement to make any payment of interest or
other amount payable to any Canadian Lender in an amount or calculated at a
rate which would be prohibited by law or would result in a receipt by such
Canadian Lender of interest at a criminal rate (as such terms are construed
under the Criminal Code (Canada)), then notwithstanding such provision,
such amount or rate shall be deemed to have been adjusted with retroactive
effect to the maximum amount or rate of interest, as the case may be, as would
not be so prohibited by law or so result in a receipt by such Canadian Lender
of interest at a criminal rate, such adjustment to be effected, to the extent
necessary, as follows:


(x)                                   first,
by reducing the amount or rates of interest required to be paid under this
subsection 3.5; and



 22
 









(y)                                 thereafter,
by reducing any fees, commissions, premiums and other amounts which would
constitute interest for purposes of Section 347 of the Criminal Code
(Canada).


(ii)  If,
notwithstanding the provisions of clause (i) of this subsection 3.5(e), and
after giving effect to all adjustments contemplated thereby, any Canadian
Lender shall have received an amount in excess of the maximum permitted by such
clause, then the party having paid such amount shall be entitled, by notice in
writing to such Canadian Lender, to obtain reimbursement from such Canadian
Lender of an amount equal to such excess, and, pending such reimbursement, such
amount shall be deemed to be an amount payable by such Canadian Lender to such
party.


(iii)  Any
amount or rate of interest referred to in this subsection 3.5(e) shall be
determined in accordance with generally accepted actuarial practices and
principles as an effective annual rate of interest over the term of any C$ Loan
on the assumption that any charges, fees or expenses that fall within the
meaning of “interest” (as defined in the Criminal Code (Canada)) shall,
if they relate to a specific period of time, be prorated over that period of
time and otherwise be prorated over the period from the Effective Date to the
Scheduled Revolving Credit Commitment Termination Date and, in the event of
dispute, a certificate of a Fellow of the Canadian Institute of Actuaries
appointed by the Canadian Administrative Agent shall be conclusive for the
purposes of such determination absent manifest error.


3.6.  Computation
of Interest and Fees.  For the
purposes of the Interest Act (Canada), in any case in which an interest
rate is stated in this Agreement to be calculated on the basis of a year of 360
days or 365 days, as the case may be, the yearly rate of interest to which such
interest rate is equivalent is equal to such interest rate multiplied by the
number of days in the year in which the relevant interest payment accrues and
divided by 360 or 365, respectively.  In
addition, the principles of deemed investment of interest do not apply to any
interest calculations under this Agreement and the rates of interest stipulated
in this Agreement are intended to be nominal rates and not effective rates or
yields.


3.7.  Pro
Rata Treatment and Payments.


(a)  Each borrowing by the Canadian Borrower from the
Canadian Lenders hereunder, each payment by the Canadian Borrower on account of
any commitment fee or Acceptance Fee hereunder and any reduction of the
Canadian Commitments of the Canadian Lenders shall be made pro rata according
to the respective C$ Commitment Percentages. 
Each payment by the Canadian Borrower on account of principal of and
interest on the C$ Loans shall be made pro rata according to the respective
outstanding principal amounts of the relevant C$ Loans then held by the
relevant Canadian Lenders.  All payments
(including prepayments) to be made by the Canadian Borrower hereunder, whether
on account of principal, interest, fees or otherwise, shall be made without set
off or counterclaim and shall be made prior to 11:00 A.M., Toronto time,
on the due date thereof to the Canadian Administrative Agent, for the account
of the Canadian Lenders, at the Canadian Administrative Office in C$ and in
immediately available funds.  The
Canadian Administrative Agent shall distribute such payments to the Canadian
Lenders promptly upon receipt in like funds as received, but the Canadian
Borrower shall have satisfied its payment obligation hereunder upon payment to
the Canadian Administrative Agent, 



 23
 









regardless of
whether such Canadian Administrative Agent distributes such payments as
required hereunder.  If any payment
hereunder becomes due and payable on a day other than a Business Day (Canada),
such payment shall be extended to the next succeeding Business Day (Canada),
and, with respect to payments of principal, interest thereon shall be payable
at the then applicable rate during such extension.


(b)  Unless the Canadian Administrative Agent shall have
received notice from a Canadian Lender prior to 11:00 A.M., Toronto time, on
any Borrowing Date (Canada) that such Lender will not make available to the
Canadian Administrative Agent such Canadian Lender’s share of the borrowing
requested to be made on such Borrowing Date (Canada), the Canadian
Administrative Agent may assume that such Canadian Lender has made its share of
such borrowing available to the Canadian Administrative Agent on such Borrowing
Date (Canada), and the Canadian Administrative Agent may, in reliance upon such
assumption, make available to the Canadian Borrower on such Borrowing Date
(Canada) a corresponding amount.  If such
amount is not so made available to the Canadian Administrative Agent by such
Canadian Lender on such Borrowing Date (Canada), the Canadian Administrative
Agent shall also be entitled to recover such amount with interest thereon at
the rate per annum applicable to the C$ Prime Rate determined for such day plus 1%, on demand, from the relevant
Canadian Lender.  Nothing contained in
this subsection 3.7(b) shall relieve any Canadian Lender which has failed to
make available its share of any borrowing hereunder from its obligation to do
so in accordance with the terms hereof or prejudice any rights which the Canadian
Borrower may have against any Canadian Lender as a result of any default by
such Canadian Lender to make loans.


(c)  The failure of any Canadian Lender to make the C$ Loan
to be made by it on any Borrowing Date (Canada) shall not relieve any other
Lender of its obligation, if any, hereunder to make its C$ Loan on such
Borrowing Date (Canada), but no Lender shall be responsible for the failure of
any other Canadian Lender to make the C$ Loan to be made by such other Canadian
Lender on such Borrowing Date (Canada).


3.8.  Additional
Costs.


(a)  If the adoption of or any change in any Requirement of
Law regarding capital adequacy or in the interpretation or application thereof
by any Governmental Authority or compliance by any Canadian Lender or any corporation
controlling such Canadian Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Canadian Lender’s or such corporation’s capital as a
consequence of its obligations hereunder to a level below that which such
Canadian Lender or such corporation could have achieved but for such adoption,
change or compliance (taking into consideration such Lender’s or such
corporation’s policies with respect to capital adequacy) by an amount deemed by
such Canadian Lender to be material, then from time to time, the Canadian
Borrower shall promptly pay to such Canadian Lender, upon written demand
therefor, such additional amount or amounts as will compensate such Canadian
Lender for such reduced rate of return. 
In determining such additional amounts, each Canadian Lender will act
reasonably and in good faith and will use averaging and attribution methods
which are reasonable and which will, to the extent the reduced rate of return
relates to such Canadian Lender’s loans or commitments in general and are not
specifically attributable to C$ Loans or Canadian Commitments hereunder, 



 24
 









be calculated with
respect to all loans or commitments similar to the C$ Loans or Canadian
Commitments made by such Canadian Lender hereunder whether or not the loan
documentation for such other loans or commitments permits the Canadian Lender
to charge the respective borrower on a basis similar to that provided in this
subsection 3.8.


(b)  If any Canadian Lender becomes entitled to claim any
additional amounts pursuant to this subsection, it shall promptly notify the
Canadian Borrower (with a copy to the Canadian Administrative Agent) of the
event by reason of which it has become so entitled.  A certificate as to any additional amounts
payable pursuant to this subsection submitted by such Canadian Lender to the
Canadian Borrower (with a copy to the Canadian Administrative Agent), showing
in reasonable detail the basis for the calculation thereof, shall be prima
facie evidence of such additional amounts payable.  The agreements in this subsection shall
survive the termination of the Credit Agreement and the payment of the C$ Loans
and all other amounts payable thereunder.


3.9.  Taxes.  All payments made by the Canadian Borrower,
the Company or any Subsidiary Guarantor in respect of amounts owing under this
Annex A shall be made free and clear of, and without deduction or withholding
for or on account of, any present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding gross or net income or gross receipts taxes, ad valorem
taxes, personal property and/or sales taxes and franchise taxes (imposed in
lieu of net income taxes) imposed on the Canadian Administrative Agent, any
Canadian Lender or the Swingline Lender as a result of a present or former
connection between the Canadian Administrative Agent, such Canadian Lender or
the Swingline Lender and the jurisdiction of the Governmental Authority
imposing such tax or any political subdivision or taxing authority thereof or
therein (other than any such connection arising solely from the Canadian
Administrative Agent, such Canadian Lender or the Swingline Lender having
executed, delivered or performed its obligations or received a payment under,
or enforced, this Annex A).  If any such
non-excluded taxes, levies, imposts, duties, charges, fees deductions or
withholdings (“Non-Excluded Taxes”) are required to be withheld from any
amounts payable to the Canadian Administrative Agent, any Canadian Lender or
the Swingline Lender hereunder, the amounts so payable to the Canadian
Administrative Agent, such Canadian Lender or the Swingline Lender shall be
increased to the extent necessary to yield to the Canadian Administrative
Agent, such Canadian Lender or the Swingline Lender (after payment of all
Non-Excluded Taxes) interest or any such other amounts payable hereunder at the
rates or in the amounts specified in this Annex A, provided, however,
that neither the Canadian Borrower, the Company, nor any Subsidiary Guarantor
shall be required to increase any such amounts payable to the Canadian
Administrative Agent, any Canadian Lender or the Swingline Lender or any holder
of Bankers’ Acceptances or BA Equivalent Notes if such increased amount arises
as a result of the failure of such Canadian Lender, the Canadian Administrative
Agent or the Swingline Lender or any holder of Bankers’ Acceptances or BA
Equivalent Notes to be a Person resident in Canada for the purposes of the Income
Tax Act (Canada).  The Canadian
Borrower shall also indemnify the Canadian Administrative Agent, each Canadian
Lender and eh Swingline Lender on an after-tax basis for any additional taxes
on net income which the Canadian Administrative Agent, such Canadian Lender, or
the Swingline Lender, as the case may be, may be obligated to pay as a result
of the receipt of additional amounts under this subsection 3.9.  Whenever any Non-Excluded Taxes are payable
by the Canadian Borrower, the 



 25
 









Company
or any Subsidiary Guarantor, as promptly as possible thereafter but in any
event within 45 days after the date of payment the Canadian Borrower, the
Company or such Subsidiary Guarantor shall send to the Canadian Administrative
Agent for its own account or for the account of such Canadian Lender or the
Swingline Lender, as the case may be, a certified copy of an original official
receipt received by the Canadian Borrower, the Company or such Subsidiary
Guarantor showing payment thereof.  If
the Canadian Borrower, the Company or any Subsidiary Guarantor fails to pay any
Non-Excluded Taxes when due to the appropriate taxing authority or fails to
remit to the Canadian Administrative Agent the required receipts or other
required documentary evidence, the Canadian Borrower, the Company or such
Subsidiary Guarantor shall indemnify the Canadian Administrative Agent, the
Canadian Lenders and the Swingline Lender for any incremental taxes, interest
or penalties that may become payable by the Canadian Administrative Agent, any
Canadian Lender or the Swingline Lender as a result of any such failure.  The agreements in this subsection shall
survive the termination of this Annex A and the payment of the C$ Loans and all
other amounts payable hereunder.  In the
event of any inconsistency between this Section 3.9 and Section 5.08 of the
Credit Agreement, this Section 3.9 shall supercede Section 5.08 of the Credit
Agreement.


3.10.  Substitution
of Lender.  If any Canadian Lender
has demanded compensation under subsection 3.8 or 3.9 of this Annex A, the
Canadian Borrower shall have the right, with the assistance of the Canadian
Administrative Agent, to seek a substitute bank or banks (which may be one or
more of the Lenders) satisfactory to the Canadian Borrower and the Canadian
Administrative Agent to assume the Canadian Commitments and C$ Loans of such
Canadian Lender.  Any such Canadian
Lender shall be obligated to sell the Canadian Commitments and C$ Loans for
cash without recourse to such substitute bank or banks and to execute and
deliver an appropriately completed assignment and assumption agreement
reasonably satisfactory to the Canadian Administrative Agent and the Canadian
Borrower and any other document or perform any act reasonably necessary to
effect the assumption of the rights and obligations of such substitute bank or
banks.


3.11.  Limitation of Liability.  For so long as there is more than one
Canadian Borrower, no amount is recoverable from one Canadian Borrower in
respect of the obligations of the other Canadian Borrower in excess of the
amount of financial assistance permitted pursuant to Companies Act (Nova
Scotia).



 26















EXHIBIT B

To Annex A


[Form of C$ Note]


PROMISSORY NOTE


FOR VALUE RECEIVED, IRON MOUNTAIN CANADA CORPORATION
and IRON MOUNTAIN NOVA SCOTIA FUNDING COMPANY, each a Nova Scotia corporation
(collectively, the “Canadian Borrower”), hereby promises to pay to                                  
(the “Bank”), for account of its respective Applicable Lending Offices
provided for by the Credit Agreement referred to below, at the principal office
of the Canadian Administrative Agent at 200 Bay Street, Royal Bank Plaza, South
Tower, Suite 1800, Toronto, Ontario M5J 2J2, the aggregate unpaid principal
amount of the C$ Prime Loans made by the Bank to the Canadian Borrower under
the Credit Agreement), in lawful money in the currency of such C$ Prime Loans
and in immediately available funds, on the dates and in the principal amounts
provided in the Credit Agreement, and to pay interest on the unpaid principal
amount of each such C$ Prime Loan, at such office, in like money and funds, for
the period commencing on the date of such C$ Prime Loan until such C$ Prime
Loan shall be paid in full, at the rates per annum and on the dates provided in
the Credit Agreement.


The date, amount and interest rate of each C$ Prime
Loan made by the Bank to the Canadian Borrower and each payment made on account
of the principal thereof, shall be recorded by the Bank on its books and, prior
to any transfer of this C$ Note, endorsed by the Bank on the schedule attached
hereto or any continuation thereof, provided that the failure of the
Bank to make any such recordation or endorsement shall not affect the
obligations of the  Canadian Borrower to
make a payment when due of any amount owing under the Credit Agreement or
hereunder in respect of the C$ Prime Loans made by the Bank.


This C$ Note is one of the C$ Notes referred to in the
Credit Agreement dated as of April       , 2007
(as the same may be modified and supplemented and in effect from time to time,
the “Credit Agreement”) between Iron Mountain Incorporated, Iron
Mountain Canada Corporation, Iron Mountain Nova Scotia Funding Company, Iron
Mountain Switzerland GmbH, the lenders parties thereto (including the Bank),
Barclays Bank PLC, as Syndication Agent, JPMorgan Chase Bank, N.A., as
Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian
Administrative Agent and J.P. Morgan Securities Inc. and Barclays Capital, as
Co-Lead Arrangers and Joint Bookrunners, and evidences C$ Prime Loans made by
the Bank thereunder. Terms used but not defined in this C$ Note have the
respective meanings assigned to them in the Credit Agreement.


The Credit Agreement provides for the acceleration of
the maturity of this C$ Note upon the occurrence of certain events and for
prepayments of C$ Prime Loans upon the terms and conditions specified therein.


Except as permitted by Section 12.06 of the Credit
Agreement, this C$ Note may not be assigned by the Bank to any other Person.













This C$ Note shall be
governed by, and construed in accordance with, the law of the State of New
York.


	
  

  	
  IRON MOUNTAIN CANADA CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  IRON MOUNTAIN NOVA SCOTIA FUNDING COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 



 2
 









 


SCHEDULE OF C$ PRIME LOANS


This C$ Note evidences C$ Prime Loans made, Continued
or Converted under the within-described Credit Agreement to the  Canadian Borrower, on the dates, in the
principal amounts and bearing interest at the rates set forth below, subject to
the payments, Continuations, Conversions and prepayments of principal set forth
below.


	
  

  	
   

  	
  Principal

  	
   

  	
   

  	
   

  	
  Amount Paid,

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date Made,

  	
   

  	
  Amount

  	
   

  	
   

  	
   

  	
  Prepaid,

  	
   

  	
  Unpaid

  	
   

  	
   

  	
   

  
	
  Continued

  	
   

  	
  of

  	
   

  	
   

  	
   

  	
  Continued or

  	
   

  	
  Principal

  	
   

  	
  Notation

  	
   

  
	
  or Converted

  	
   

  	
  Loan

  	
   

  	
  Interest Rate

  	
   

  	
  Converted

  	
   

  	
  Amount

  	
   

  	
  Made by

  	
   

  
	
                 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
              

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
             

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 3















EXHIBIT C

To Annex A


[Form of BA Equivalent Note]


PROMISSORY NOTE


FOR VALUE RECEIVED, IRON MOUNTAIN CANADA CORPORATION
and IRON MOUNTAIN NOVA SCOTIA FUNDING COMPANY, each a Nova Scotia corporation
(collectively, the “Canadian Borrower”), hereby promises to pay to                               
(the “Bank”), for account of its respective Applicable Lending Offices
provided for by the Credit Agreement referred to below, at the principal office
of the Canadian Administrative Agent at 200 Bay Street, Royal Bank Plaza, South
Tower, Suite 1800, Toronto, Ontario M5J 2J2, on                                  
the principal sum of                                    
Canadian Dollars.


This BA Equivalent Note is one of the BA Equivalent
Notes referred to in the Credit Agreement dated as of April      ,
2007 (as the same may be modified and supplemented and in effect from time to
time, the “Credit Agreement”) between Iron Mountain Incorporated, Iron
Mountain Canada Corporation, Iron Mountain Nova Scotia Funding Company, Iron
Mountain Switzerland GmbH, the lenders parties thereto (including the Bank),
Barclays Bank PLC, as Syndication Agent, JPMorgan Chase Bank, N.A., as
Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian
Administrative Agent and J.P. Morgan Securities Inc. and Barclays Capital, as
Co-Lead Arrangers and Joint Bookrunners, and evidences a BA Equivalent Loan
made by the Bank thereunder. Terms used but not defined in this BA Equivalent
Note have the respective meanings assigned to them in the Credit Agreement.


The Credit Agreement provides for the acceleration of
the maturity of this BA Equivalent Note upon the occurrence of certain events
and for prepayments of BA Equivalent Loans upon the terms and conditions
specified therein.


Except as permitted by Section 12.06 of the Credit
Agreement, this BA Equivalent Note may not be assigned by the Bank to any other
Person.













This BA Equivalent Note
shall be governed by, and construed in accordance with, the law of the State of
New York.


	
  

  	
  IRON MOUNTAIN CANADA CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  IRON MOUNTAIN NOVA SCOTIA FUNDING

  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 2